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HomeMy WebLinkAboutAgenda Packet CC - 11/17/2014 - Agenda Packet Joe Lockwood, Mayor CITY COUNCIL Karen Thurman Matt Kunz Bill Lusk Burt Hewitt Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall, Suite 107E Monday, November 17, 2014 Regular Council Meeting Agenda 6:00 PM INVOCATION - Reverend Calvin Odhner, Morning Star Chapel, Milton, Georgia. CALL TO ORDER 1) ROLL CALL 2) PLEDGE OF ALLEGIANCE (Led by Mayor Joe Lockwood) 3) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda) (Agenda Item No. 14-303) 4) PUBLIC COMMENT 5) CONSENT AGENDA 1. Approval of the October 13, 2014 Work Session Meeting Minutes. (Agenda Item No. 14-304) (Sudie Gordon, City Clerk) MILTON CITY COUNCIL REGULAR COUNCIL MEETING NOVEMBER 17 , 2014 Page 2 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 2. Approval of the October 20, 2014 Regularly Scheduled Council Meeting Minutes. (Agenda Item No. 14-305) (Sudie Gordon, City Clerk) 3. Approval of a Professional Services Agreement between the City of Milton and Edwards- Pittman Environmental, Inc. for Crabapple Environmental Re-Evaluation. (Agenda Item No. 14-306) (Carter Lucas, Assistant City Manager) 4. Approval of an Amendment to the Intergovernmental Agreement with MARTA for the Use of Offset Funds for the Installation of Sidewalks. (Agenda Item No. 14-307) (Carter Lucas, Assistant City Manager) 5. Approval of a Construction Services Agreement between the City of Milton and Martin- Robbins Fence Company for Guardrail Replace or Repair on Cogburn Road, Hamby Road and Mountain Road. (Agenda Item No. 14-308) (Carter Lucas, Assistant City Manager) 6. Approval of the Acquisition of 0.024 Acre of Construction and Maintenance Easement at 12645 Crabapple Road from PWREO Crabapple, LLC for a Combined Purchase Price of $9,100. (Agenda Item No. 14-309) (Carter Lucas, Assistant City Manager) 7. Approval of the Acquisition of Real Estate Requiring the Relocation of Mobile Home Sales Office at Branyan Trail and Itaska Walk by The Providence Group, LLC for a Combined Purchase Price of $10,154. (Agenda Item No. 14-310) (Carter Lucas, Assistant City Manager) 8. Approval of the Acquisition of 958.11 SF of Construction and Maintenance Easement at Hopewell Road and Birmingham Road from Maria and Oswaldo Lozano for a Combined Purchase Price of $1,648. (Agenda Item No. 14-311) (Carter Lucas, Assistant City Manager) 9. Approval of the Acquisition of 451.98 SF of Construction and Maintenance Easement at 15712 Hopewell Road from Margaret O’Connor and David Velutini for a Combined Purchase Price of $4,511. (Agenda Item No. 14-312) (Carter Lucas, Assistant City Manager) MILTON CITY COUNCIL REGULAR COUNCIL MEETING NOVEMBER 17 , 2014 Page 3 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 10. Approval of the Audit Engagement Letter with Mauldin & Jenkins, LLC to Audit the City’s Financial Statements for the Fiscal Year Ending September 30, 2014. (Agenda Item No. 14-313) (Stacey Inglis, Assistant City Manager) 11. Approval of the Termination of a Contract with Tyler Technologies, Inc. for Energov Software. (Agenda Item No. 14-314) (Stacey Inglis, Assistant City Manager) 12. Approval of an Amendment to the Contract with Tyler Technologies, Inc. for Incode Software to Add the Business License Module. (Agenda Item No. 14-315) (Stacey Inglis, Assistant City Manager) 6) REPORTS AND PRESENTATIONS (None) 7) FIRST PRESENTATION 1. Consideration of an Ordinance Reaffirming and Establishing Chapter 46 of the Milton Code of Ordinances Governing Solid Waste Collection Services within the City of Milton; Providing for the Scope and Nature of the Operation; Providing for the Disposal of Garbage, Solid Waste and Refuse; Requiring the Execution by Service Providers of a Non-Exclusive Agreement with the City of Milton; Providing Procedures for the Handling of Complaints; Providing for an Infrastructure Maintenance Fee; Requiring Indemnity Insurance; Providing for Revocation and Amendment; Prohibiting Assignment and Subletting without Consent; Providing for Forfeiture; and for Making Other Provisions. (Agenda Item No. 14-316) (Chris Lagerbloom, City Manager) 8) PUBLIC HEARING (None) MILTON CITY COUNCIL REGULAR COUNCIL MEETING NOVEMBER 17 , 2014 Page 4 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 9) ZONING AGENDA 1. RZ14-14 - Consideration of an Ordinance to Amend Section 64-1596 Event; Special Indoor/Outdoor, of the City of Milton, Georgia Code of Ordinances to Include Provisions of Chapter 34, Article III, Division 2, to Streamline the Existing Regulation of Special Events; and to Limit Sales from Vehicles at Special Events; to Provide for the Repeal of Conflicting Ordinances; to Provide an Effective Date; and for Other Lawful Purposes. (Agenda Item No. 14-297) (First Presentation at November 3, 2014 Regular City Council Meeting) (Discussed at November 10, 2014 City Council Work Session) (Jason Wright, Director of Innovation and Engagement) 10) UNFINISHED BUSINESS 1. Consideration of an Ordinance to Amend Chapter 46, Solid Waste, Article II, Littering, Section 46-24, to Require Construction Site Operators to Properly Dispose of Building Materials and Waste at a Construction Site that may Cause Adverse Impacts to Water Quality. (Agenda Item No. 14-298) (First Presentation at November 3, 2014 Regular City Council Meeting) (Carter Lucas, Assistant City Manager) 11) NEW BUSINESS 1. Consideration of a Resolution Adopting the 2015 City of Milton City Council Regular Meeting and Work Session Schedule. (Agenda Item No. 14-317) (Sudie Gordon, City Clerk) 2. Consideration of a Waiver Regarding Joint Representation of the City of Milton and Milton Public Building and Facilities Authority Related to Revenue Bond. (Agenda Item No. 14-318) (Ken Jarrard, City Attorney) 3. Consideration of a Supplemental Resolution Authorizing the Execution, Delivery and Performance of an Intergovernmental Contract Relating to the City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014. (Agenda Item No. 14-319) (Ken Jarrard, City Attorney) 4. Consideration of a Home Office Payment Agreement between the City of Milton, Georgia, the City of Milton Public Buildings and Facilities Authority and Ameris Bank. (Agenda Item No. 14-320) (Ken Jarrard, City Attorney) MILTON CITY COUNCIL REGULAR COUNCIL MEETING NOVEMBER 17 , 2014 Page 5 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678-242-2500. 5. Consideration of a Waiver of Conflict Regarding Jarrard & Davis, LLP’s Representation of the City of Milton in Connection with an IGA between the City of Milton and Forsyth County Regarding the Extension of County Water and Sewer Services into Certain Parts of the City of Milton. (Agenda Item No. 14-321) (Ken Jarrard, City Attorney) 6. Consideration of LEED Certification for the New City Hall Facility. (Agenda Item No. 14-322) (Carter Lucas, Assistant City Manager) 12) MAYOR AND COUNCIL REPORTS 13) STAFF REPORTS 14) EXECUTIVE SESSION (if needed) 15) ADJOURNMENT (Agenda Item No. 14-323) The minutes were provided electronically HOME OF ' A 0 N 1�t FSTABLISHFID 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Edwards -Pittman Environmental, Inc. for Crabapple Environmental Re -Evaluation. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additionl pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED CITY ATTORNEY APPROVAL REQUIRED: YES CITY ATTORNEY REVIEW REQUIRED: j YES APPROVAL BY CITYATTORNEY �APPROVED PLACED ON AGENDA FOR: d 11-1 I ,+ REMARKS O NOT APPROVED () NO {) NO O NOT APPROVED © you in PHONE: 673.242.2500 j FAX: 678,242,2499 Green *Cerni'd* roptao info@cityafmiftonga.us Www IAJ Community 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Edwards-Pitman Environmental, Inc. for Crabapple Environmental Re-Evaluation ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: The project is to prepare an environmental re-evaluation that is required by Georgia Department of Transportation prior to the SR 372 (Crabapple Rd/Birmingham Hwy.) Intersection Improvement project being let for construction. Funding and Fiscal Impact: Funding for this project is available in the Mayfield @Mid Broadwell capital grant fund account and 80% is reimbursable. Alternatives: N/A Legal Review: Paul Higbee – Jarrard & Davis (10-23-14) Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Professional Services Agreement MILTONIP ESTAEE[SFiEO 2(386 PROFESSIONAL SERVICES AGREEMENT CRABAPPLE ENVIRONMENTAL RE-EVALUATION This Agreement made and entered into this day of , in the year 2014, by and between The City of Milton, Georgia (sometimes referred to herein as the "City"), having its principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Edwards -Pitman Environmental, Inc. ("Consultant") having its principle place of business at 1250 Winchester Parkway, Suite 200, Smyrna, Georgia 30080. WHEREAS, the City of Milton will require certain professional public works services beginning upon the issuance of a Notice to Proceed; and WHEREAS, the City's Purchasing Policy authorizes the procurement of professional services contracts of $30,000.00 or less; and WHEREAS, the City has determined that this Agreement constitutes such professional services; NOW THEREFORE, in consideration of the mutual covenant and promises contained herein, the parties agree as follows: 1.0 Scope of Work; Compensation 1.1 The Consultant agrees to provide all Services specified in Exhibit "A", attached hereto and incorporated herein by reference. No payments will be made for unauthorized work. Invoices should be submitted to Honor Motes, 13000 Deerfield Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand -delivered. 1.2 City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant as described in Exhibit A and upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed a fee of $14,276.05 (the "Contract Price") for the following tasks without prior written approval from the City. • Review of current design • Preparation of ecology addendum • Preparation of air and noise addendum • Preparation of archaeology addendum • Preparation and attendance to FFPR • Preparation of a CE Reevaluation 1.3 Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant's industry, Consultant will give written notice thereof immediately to the City. 1.4 The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the Consultant and the City. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms and the Consultant shall proceed with the changed work. 1.5 Any work added to the scope of this Agreement by a change order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order duly executed on behalf of the City and the Consultant. 1.6 The City Manager has authority to execute without further action of the Milton City Council, any number of change orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement. Any such change orders materially altering the terms of this Agreement or increasing the total amount to be paid under this Agreement in excess of $10,000, must be approved by resolution of the Milton City Council. 2.0 Independent Contractor 2.1. The Consultant is an independent Contractor. The Consultant is not an employee, agent or representative of the City of Milton. The Consultant shall obtain and maintain, at the Consultant's expense, all permits, license or approvals that may be necessary for the performance of the services. 2.2 Inasmuch as the City of Milton and the Consultant are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parities hereto. The Consultant agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Consultant shall assume full liability for any contracts or agreements the Consultant enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 3.0 Indemnification The Consultant covenants and agrees to take and assume ail responsibility for the services rendered in connection with this Agreement. The Consultant shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Consultant shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, which may be the result of willful, negligent or tortuous conduct arising out of the Work, performance of contracted services, or operations by the Consultant, any sub -consultant, anyone directly or indirectly employed by the Consultant or sub -consultant or anyone for whose acts the Consultant or sub -consultant may be liable, regardless of whether or not the offending act is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would 2 otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the Consultant, any sub -consultant, anyone directly or indirectly employed by the Consultant or sub -consultant or anyone for whose acts the Consultant or sub - consultant may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant or any sub -consultant under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 4.0 Insurance (1) Requirements: The Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Consultant, its agents, representatives, employees or sub -consultants. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Consultant shall maintain limits no less than: (a) Comprehensive General Liability of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including Ioss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Consultant's errors, omissions, or negligent acts. (d) Workers' Compensation Iimits as required by the State of Georgia and employers Liability limits of $1,000,000 per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City, its officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, leased, or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officials, employees, agents or volunteers. (ii) The Consultant's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (c) All Coverages. (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 4 of this Agreement. (5) AccentabiIity of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than ANII. 4 (6) Verification of Coverage: Consultant shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by Consultant's insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Consultant shall provide proof that any expiring coverage has been renewed or replaced at Ieast two (2) weeks prior to the expiration of the coverage. (7) Sub -consultants: Consultant shall include all sub -consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub -consultant. All coverage for sub -consultants shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insured. (S) Claims -Made Policies: Consultant shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement. 5.0 Term; Termination The term of this Agreement shall begin upon the issuance of a Notice to Proceed on or about January 24, 2015 and shall terminate absolutely and without further obligation on the part of the City on December 31, 2015. The City may terminate this Agreement upon a breach of any provision of this Agreement by Consultant and Consultant's subsequent failure to cure such breach within fifteen (15) days of receipt from the City of a written notice of the breach. Title to any supplies, materials, equipment, or other personal property shall remain in the Consultant until fully paid by the City. 6.0 Compliance with All Laws and Licenses The Consultant must obtain all necessary licenses and comply with local, state and federal requirements. The Consultant shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement. 7.0 Assignment The Consultant shall not assign or subcontract the whole or any part of this Agreement without the City of Milton's prior written consent. 8.0 Amendments in Writing No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties. 9.0 Expertise of Consultant Consultant accepts the relationship of trust and confidence established between it and the City, recognizing that the City's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. 10.0 Governing Law This Agreement shall be governed in all respects by the laws of the State of Georgia. 11.0 Interpretation of Documents In the event of a conflict in language between this Agreement and any exhibit to this Agreement, the provisions most favorable to the City shall govern. 12.0 Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 13.0 Waiver of Agreement The City's failure to enforce any provision of this Agreement or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default. 14.0 Sovereign Immunity Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. 15.0 Notices All other notices, writings or correspondence as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses given below, unless a substitute address shall first be furnished to the other Parties by written notice in accordance herewith: NOTICE TO THE CITY shall be sent to: 6 City Manager City of Milton 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO THE CONSULTANT shall be sent to: Edwards -Pitman Environmental, Inc. 1250 Winchester Parkway, Suite 200 Smyrna, Georgia 30080 16.0 No Personal Liability No member, official or employee of the City shall be personally liable to the Consultant or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Consultant or successor or on any obligation under the terms of this Agreement. Likewise, Consultant's performance of services under this Agreement shall not subject Consultant's individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against Consultant or the City, respectively, and not against any employee, officer, director, or elected or appointed official. 17.0 Employment of Unauthorized Aliens Prohibited (X) E -Verify Affidavit It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia unless: (1) the Contractor shall provide evidence on City -provided forms, attached hereto as Exhibits "B" and "C" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor's subcontractors have conducted a verification, under the federal Employment Eligibility Verification ("EEV" or "E -Verify") program, of the social security numbers, or other identifying information now or hereafter accepted by the E -Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit `B", and submitted such affidavit to City or provided the City with evidence that it is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IBCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300- 10-1-.02. 7 In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "C", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor's and Contractor's subcontractors' verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor's subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor's subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor's failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee -number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.1 500 or more employees. 100 or more employees. X Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 18.0 Nondiscrimination In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section 18.0 in every subcontract for services contemplated under this Agreement, The parties also agree to comply with the requirements contained in Exhibit "D," attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature. [SIGNATURES ON THE FOLLOWING PAGE] 9 Edwards -Pitman Environmental, Inc. aA__� 4_� Signature Andrew W. Pitman Print Name Executive Vice President Title ••••,�; �� �sVRPORATE SEAL] SIGNED SEALED AND DELIVERED9 41 In thf: 'c: : Z fitness (Corporate Secretary should attest) %r 4P 0.0 .,l�g4 Nicholas G. Theosi `so BRol� `Allo.; 10 Print Name + ... ••III ,i10 zllv&� A �oTaR �. Notary Public w owe-No =a� [NOTARY SEAL] off. pUBi.�G ��r My Commission Expires: ',rj0UNV ��%%' EXPIRATION DATE ARRI Z 2017 MILTON CITY COUNCIL: Joe Lockwood, Mayor [CITY SEAL] SIGNED, SEALED. AND DELIVERED In the presence of: Witness Notary Public [NOTARY SEAL] My ommission Exp 10 EXHIBIT' "A" SCOPE OF WORK &'A -4L iq "A 1 1 rp DARDS - PITMAN ENVIRONMENTAL, INC. October 28, 2014 Sara Leaders, PE Transportation Engineer City of Milton 13000 Deerfield Parkway, Suite 107G Milton, Georgia RE: Reevaluation for Let GDOT PI No. 0007313, Mayfield at Mid Broadwell Road Milton, Fulton County, Georgia Dear Ms. Leaders: Edwards -Pitman Environmental, Inc. (EPEI) is pleased to submit this proposal to provide environmental services on the above referenced project. Our scope includes special studies addenda and preparation of a reevaluation. EPEI proposes to provide the following services: n Review of the current project design to determine changes that have occurred since the Categorical Exclusion (CE) (approved January 9, 2014). o Preparation of an Ecology Addendum addressing changes in the project from the previously approved Ecology Assessment in compliance with current Georgia Department of Transportation (GDOT) policy and requirements. ❑ Preparation of air and noise addendum memos addressing changes in projected traffic volumes for the project in compliance with current state and federal regulations and guidance. o Preparation of an archaeology addendum using the GDOT Short Form of No Findings template. o Preparation for and attendance to the Final Field Plan Review for the project. o Preparation of a CE Reevaluation for review and approval by GDOT and the Federal Highway Administration. In accordance with current GDOT policy, because the project has been authorized for right-of- way acquisition, no cultural resource addenda are necessary. It is our understanding that the city of Milton would prefer to accelerate the GDOT Management Let Date from the scheduled September 15, 2015 to April or May 2015. Our lump sum fee for providing these services, including labor, overhead and expenses is $14,276.05. A detailed hourly breakdown is attached. This proposal does not include 404 permits or Section 4(f) evaluations. 1251) wincKa Ts r Fk�;y. • Suite 2(X) • Smyrna. G torgia 3W80 -(77'0).:',1_._--)4N4- .:,,x 177M33}-82'77 S� Ms. Sara Leaders October 28, 2014 Page 2 We appreciate the opportunity to provide this proposal and look forward to working with you and the city of Milton on the project. Please contact me or Andy Pitman if you have any questions or need additional information. Sincerely, iEPA arhart Specialist Attachment Mayfield at Midbroadwell City of Milton, Fulton County, Georgia Reevaluation for Let . DIRECT LABOR COSTS Direct Labor Subtotal Un s Rate cost TASK I - DATA GATHERING, SURVEY, AND ANALYSIS Estimated Hours Rate/Hour Cast {$� Sr. NEPA Specialist24 - - S290.00 543.40 $104I.60 —_ Sr. Ecologist 16 $33.30 $532.80 Principal Inves ' ator 8 $22.00 S176.0{i Air and Noise Specialist 8 $28.50 I $228.00 Subtotal W978.40 ASK 11 -ENVIRONMENTAL DOCUMENT REPARATION Estimated Hours Rate/Hour Cost ($) Sr. NEPA Specialist 32 $43.40 S1.388.80 Sr. Ecologist 44 $33.30 $1465.20 Air and Noise SpEcialist 8 $28.50 $228.00 Principal Investigator 20 $22.00 $440.00 Chief Archaeolo ist 2 $43.30 $86.60 Subtotal $3 .60 otal Direct Labor Costs: Tasks I - IZ .00 H. OTHER DIRECT COSTS Direct Labor Subtotal Un s Rate cost Vehicle Rental 1 $65.04 $65,00 Archaeology Site File Fee 1 $225.00 $225.00 otal Other Direct Costs S290.00 III. TOTAL COSTS Direct Labor Subtotal $5,587.410 Overhead 154.08% x Direct labor Subtotal 117.68% S6 574,78 Direct Labor and Overhead Subtotal $12,161.78 Other Direct Costs Subtotal $290.00 Total Direct Labor/Overhead/Other Direct Costs $12,451.79 Profit 10% x Direct Labor and Overhead Subtotal 15% S1.82417 Total Cost for Project $14.216.057 EXHIBIT "B" CONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E - Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows.- 210078 ollows: 210078 eVerify Number April 30, 2009 Date of Authorization Edwards -Pitman Environmental Inc. Name of Contractor Crabapple Environmental Re-evaluation Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is e and cogect. a Executed on � 201 < in city), _6 A -(state). Sig ature of Authorized CAficer or Agent Pka Print ed Name and Title ofAu orized Officer or Agent SUBSCRIBED AND SWORN BEFORE 8rrrr THIS THE ar DAY OF ,�14 i%�.�BRpr``ooi �� ,201• aa` •'`••"�'r�+�,'i • /� N Y Pi LIC !�'r ���L4�8 Q'• [NOTARY SEAL] '+��• ', t, T y GIV ES,. EXPIRATION �>5`A�TE My Commission Expires: APRIL 20, 2017 EXHIBIT "C" SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF AULTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Edwards -Pitman Environmental, Inc. on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10- 91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: I hereby declare under penalty of perjury that the eVerify Number foregoing is true and correct. Date of Authorization Name of Subcontractor Crabapple Environmental Re-evaluation Name of Project City of Milton Name of Public Employer Executed on 201_ in {city), (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: EXHIBIT "D" During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Consultant'), agree as follows: Compliance with Regulations The Consultant shall comply with the Regulations relative to nondiscrimination in federally -assisted programs of the Department of Transportation (hereinafter referred to as DOT), Title 49, Code of Federal Regulations, part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are. herein incorporated by reference and made a part of this contract. 2. Nondiscrimination The Consultant, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiations made by the Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, color, sex, or national origin. 4. Information and Reports The Consultant shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the (Recipient) or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the (Recipient), or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance In the event of the Consultants noncompliance with the nondiscrimination provisions of this contract, the (Recipient) shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Consultant under the contract until the Consultant complies; and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions The Consultant shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant shall take such action with respect to any subcontractor or procurement as the (Recipient) or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the (Recipient) enter into such litigation to protect the interests of the state and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. F DOME OF ' °s FSTAM I SH E D 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of an Amendment to the Intergovernmental Agreement with MARTA for the Use of Offset Funds for the Installation of Sidewalks. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: X) APPROVED CITY ATTORNEY APPROVAL REQUIRED: k YES CITY ATTORNEY REVIEW REQUIRED: kYES APPROVAL BY CITY ATTORNEY PLACED ON AGENDA FOR.- REMARKS OR: REMARKS AAPPROVED {) NOT APPROVED {) NO {) NO () NOT APPROVED 111114 U� 911# yom _ PHONE: 678.242.25001 FAX: 678,242.2499 infoC'cRtyofmiltonga.us j www.cityofmiltongp.us %VILPLIFF COMMUnity 13000 Deerfleld Parkway, Suite 707 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Carter Lucas, PE-Public Works Director Date: Submitted on October 30, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of an Amendment to the Intergovernmental Agreement with MARTA for the Use of Offset Funds for the Installation of Sidewalks. ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: In 2012 the city received a grant in the amount of $613,000 to provide enhancements for the MARTA transportation system. One of the projects that was approved by the Mayor and Council was the installation of sidewalks within the study area. The two segments approved were along Cogburn Road from the City Limits to Windward Parkway and along Webb Road from Windward Parkway to Highway 9. The segment along Webb Road has been completed; however, the acquisition of easements along Cogburn Road has delayed that section of the project. This extension will allow additional time for the acquisition and completion of that section of sidewalk. Funding and Fiscal Impact: Funding for the design and construction of the project is provided through the grant. Alternatives: There are no alternatives. Legal Review: Jarrard & Davis, LLP – Paul Higbee, 10/28/2014 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): IGA Amendment AMENDMENT TO ARC-MARTA OFFSET FUNDS INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF MILTON AND METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY This Amendment, made and entered into this ____________ day of _______ 2014 by and between CITY OF MILTON, GEORGIA ("the City") and METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY ("MARTA"), hereinafter referred to jointly as "the Parties", witnesseth, WHEREAS, on January 16, 2012 the Parties entered in the ARC-MARTA Offset Funds Intergovernmental Agreement ("the Agreement") whereby MARTA agreed to provide to the City funds for payment of work contracted for by the City in accordance with the Scope of Work defined in said Agreement, said work to be completed no later than October 31, 2014; and WHEREAS, the Parties have determined that additional time will be required to complete the work contemplated by the Agreement and the Parties have agreed to amend the Agreement to extend the required completion date, and for other purposes as described below; NOW THEREFORE, the Parties agree to amend the Agreement as follows: 1. Paragraph 3, Time of Performance, is amended by striking "October 31, 2014" and substituting in lieu thereof "October 31, 2016" and by adding the following sentence to the end of that paragraph: “Should the City fail to complete the Project within the Time of Performance, MARTA, at its sole discretion, may reallocate the City’s remaining Project funding to another qualified Project.” 2. Paragraph 5, Formal Communication/Designated Agents, is amended by striking “Paul Grether is designated as the authorized agent for MARTA for purposes of this Agreement only, except for executing amendments hereto. All correspondence shall be directed to him at 2424 Piedmont Rd NE, Atlanta, GA 30324” and substituting in lieu thereof “Jason Ward is designated as the authorized agent for MARTA for purposes of this Agreement only, except for executing amendments hereto. All correspondence shall be directed to him at 2424 Piedmont Rd NE, Atlanta, GA 30324.” 3. All other terms and conditions of the Agreement shall remain of full force and effect. IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized officers. METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY CITY OF MILTON By: __________________________ By: _____________________________ Keith T. Parker, AICP Joe Lockwood General Manager/CEO Mayor Approved as to Legal Form: Approved as to Legal Form: ______________________________ ______________________________ Counsel, Metropolitan Atlanta City Attorney Rapid Transit Authority HOME OF ' ESTAM ISHFD 20016 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 6, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Construction Services Agreement between the City of Milton and Martin -Robbins Fence Company for Guardrail Repair. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: {APPROVED CITY ATTORNEY APPROVAL REQUIRED: YES CITY ATTORNEY REVIEW REQUIRED: KYES APPROVAL BY CITY ATTORNEY PLACED ON AGENDA FOR XAPPROVED O NOT APPROVED (} NO (} NO () NOT APPROVED 11 1-11 1 Iq 1130 your Green' *cErts Top,o� PHONE: 678.242.25001 FAX: 678.242.2499 �,cyof infoftityofmiliongo.us I www.6tyofmi1tonga.us Community n,�s 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Matthew Fallstrom, Capital Projects Manager Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of a Construction Services Agreement between the City of Milton and Martin Robbins Fence Company, Inc. for Guardrail Repair ____________________________________________________________________________ Department Recommendation: Staff is recommending the approval of a construction services agreement between the City of Milton and Martin Robbins Fence Company, Inc. to provide guardrail repair services in the amount of $8,764.00. Executive Summary: This agreement is to repair the guardrail on Cogburn Rd., Hamby Rd., and Mountain Rd., that was damaged in an accident. Table 1. Bid Tabulation Firm Bid Martin-Robbins Fence Company $8,764.00 Wildcat Striping $9,312.00 Sheets Construction No Bid Funding and Fiscal Impact: This contract’s funding is coming from the Repair and Maintenance budget. Alternatives: None. Legal Review: Paul Higbee – Jarrard & Davis (November 3, 2014) Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Construction Services Agreement HOME OF' , *k CONSTRUCTION SERVICES AGREEMENT — SHORT FORM AGREEMENTS $10,000.00 OR LESS Guardrail Replacement This Services Agreement (the "Agreement") is made and entered into this day of , 2014, by and between the CITY OF MILTON, GEORGIA (hereinafter referred to as the "City"), and Martin -Robbins Fence Company (hereinafter referred to as the "Contractor") having its principal place of business at 2025 Westside Court Snellville, Georgia 30078 WITNESSETH THAT: WHEREAS, the City desires to employ a contractor to perform the services described herein (the "Work"); and WHEREAS, Contractor has familiarized itself with the Contract Documents, as defined below, the Work, and with all local conditions and applicable federal, state and local laws, ordinances, rules and regulations. NOW THEREFORE, the City and Contractor, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents: This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A - SCOPE OF WORK EXHIBIT B - INSURANCE CERTIFICATE EXHIBIT C - CONTRACTOR AFFIDAVIT AND AGREEMENT EXHIBIT D - SUBCONTRACTOR AFFIDAVIT (IF NECESSARY) To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. Section 2. The Work: Contractor shall provide all Work described in the Contract Documents. In the event of any discrepancy among the Contract Documents, the provision operating most to the benefit of the City, as determined by the City in its sole discretion, shall govern. Unless otherwise stated in the Contract Documents, the Work shall include Contractor's provision of materials, labor, expenses, and any other cost or item necessary to complete the Work, which is generally described as replacing and repairing guardrail segments at three bridges in the City, as more thoroughly described in Exhibit A. Section 3. Contract Time: Contractor understands that time is of the essence of this Agreement and warrants that it will perform the Work in a prompt manner, which shall not impose delays on the progress of the Work. It shall commence Work pursuant to this Agreement on or before a date to be specified on a written "Notice to Proceed" from the City, and shall fully complete the Work within 30 business days of the "Notice to Proceed". Section 4. Work Changes: Any changes to the Work requiring an increase in the Contract Price, as defined below, shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method of Payment: City agrees to pay Contractor for the services performed and costs incurred by Contractor upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Contractor upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed $8,764.00 (the "Contract Price"), except as outlined in Section 4 above. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Contractor's industry, Contractor will give written notice thereof immediately to the City. Section 6. Covenants of Contractor A. Assignment of Agreement: Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. B. Responsibility of Contractor and Indemnification of City: Contractor covenants and agrees to take and assume all responsibility for the services rendered in connection with the Work. Contractor shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Contractor shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, which may be the result of willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by Contractor, any subcontractor, anyone directly or indirectly employed by Contractor or subcontractor or anyone for whose acts Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. Contractor shall not be required to indemnify the City or its officers, boards, commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. C. Independent Contractor: Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor, not as agent or employee of City. Inasmuch as City and Contractor are contractors independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Contractor agrees not to represent itself as City's agent for any purpose to any party or to allow any employee to do so, unless specifically authorized, in advance and in writing, and then only for the limited purpose stated in such authorization. Contractor shall assume full liability for any contracts or agreements Contractor enters into on behalf of City without the express knowledge and prior written consent of City. D. Insurance: Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance approved by the City as shown on Exhibit `B". E. Licenses Certifications and Permits: Contractor covenants and declares that it has obtained and will maintain all diplomas, certificates, licenses, permits or the like required by any national, state, regional, City, and local boards, agencies, commissions, committees or other regulatory bodies to perform the Work. Contractor shall comply with applicable legal requirements and meet the standard of quality ordinarily expected of its industry. F. Ownership of Work: All reports, drawings, specifications, and other items prepared or in the process of being prepared for the Work by Contractor ("materials") shall be the property of the City and the City shall be entitled to full access and copies of all materials. All copyrightable subject matter in all materials is hereby assigned to the City and Contractor agrees to execute any additional documents necessary to evidence such assignment. G. Contractor's Representative: Michael Denmark shall be authorized to act on Contractor's behalf with respect to the Work as Contractor's designated representative. H. Confidentiality: Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. 1. Meetings: Contractor shall meet with City's personnel or designated representatives to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to City. 2 Section 7. Warranty: Contractor shall repair all defects in materials, equipment, or workmanship appearing within one year from the date of completion of the Work at no additional cost to the City. Section 8. Termination: The City may terminate this Agreement for convenience at any time upon written notice to Contractor. Provided that no damages are due to the City for Contractor's breach of this Agreement, the City shall pay Contractor for Work performed to date in accordance with Section 5 herein. Section 9. Miscellaneous A. Governing Law. This Agreement shall be governed by the laws of the State of Georgia. B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. C. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. D. Employment of Unauthorized Aliens Prohibited: (1) E -Verify Affidavit It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia unless: (1) the Contractor shall provide evidence on City -provided forms, attached hereto as Exhibits "C" and "D" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Contractor's subcontractors have conducted a verification, under the federal Employment Eligibility Verification ("EEV" or "E -Verify") program, of the social security numbers, or other identifying information now or hereafter accepted by the E -Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "C", and submitted such affidavit to City or provided the City with evidence that it is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IBCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "D", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because 3 it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor's and Contractor's subcontractors' verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor's subcontractors shall retain all documents and records of their respective verification process for a period of three (3) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor's subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor's failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee -number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] 500 or more employees. 100 or more employees. l/ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. E. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section E in every subcontract for services contemplated under this Agreement. M IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. Martin -Robbins Fence Company DX 1___' Signature: Printed Name: 1 �KkS 1[ /'i �A,b Title: [AFFIX CORPORATE SEAL] CITY OF MILTON, GEORGIA Joe Lockwood, Mayor 5 t"'OTATION MARTEK-ROBBINIS K -NCE 2C0 WK -TI -SME WERT -ph: 770 -P72 -c3)4.1 ay: 77U -98!-f3838 '10 -rorATTITW FALL$TROM r.'I"Y OF hi!LTOq a DI f' P E E R F I RL o p zj�j KVK-r &7 MlLmN.. . tjjL soon r1h: wa-24v-zz43 ItyFURhiSl f.',l A LAUM. MXII---AlA'- rOIJIPMFNT 8 'wpmc NEMED M KEVr-V!:APPvQr,. rF .Sl- GUA RDKJL REPJ-E;E 2 FOUS As,.-,, RF3c-r Dxm July �, 26.14 RE Ge F; r=pAlR NEAR 2 5 MDUNTAIK- ROAD_— ?A:I.TON a�l FULTL','J COUN" D. - F-- PHJL;L I'Q=Z NOT INCII MF AW ASF--WLi OR :-ARr--WRK TAX CT -'OP NI -7,'N '&'S I' SUP!'..y MAmlll- ROMINS A U=7EF nATI;& -H-- IMCCRU rfNo THERAL f TOTAL s ?Ln� ,Nirlate .31,11 ty iF,v by NErra:. f/'FMFr-LD1-T4P.fA4K- I:tBtP* -­ July m.2U14 a4LESMAN Jz EXHIBIT "A." Scope Of Work 21,OTATION MARTIN-ROBB?NS FENCE CO., INC DATE July 9, 20 i 4 2025 WESTSIDE COX AIT SNMJNJ� -1,H, UA 3f)U79 NW: 771)-ID72-8141 Fax: 770-'D85-6938 T!) MATI'HMV VALLSMOM IMAN) Dr-.;ZRF'RI r? PARMA= al F 107r. IMLTON, GA. 3000 Ph .07e-2424555 ..Rr;;: GUARDRML REPAIR NFAR WOO COGBURN ROAD IAILTON GA FU tE7l N COJNTY ...... F11-il: SALF,RKAN Data: -1*9.2014 Sig -at, re- To r- Ah. -ABOR, MAMMAL, EMUIPM7ENT UQ95.00t LIQ TRAFRC , CONTROL M:F)ED -10 REMO%+- ArTRUX 45LF0FQAtAAG1:D(-3LMz;'-)RA:l RPPIACE K190918 1$ AND RAIL. 3 MF51*3TO HE WTED jj ?NAL -N J ICE $ t IMAKNER. 4 1508-S *:0 mi bm.- IN o Rr rrrpiT.F $ 42.7C IF UHAIL ANU 2 4UH-THM) F --Nr wiN(-,F, $ 7** kML ANO REFAIRED RAJL C31D KOT MEET MOLT, .SIMCURDoi. qMNOTF FLF,7r" E...... ary oFmiurnki mijer sLiFf--v kczR7iw:nElFllK'S ALETTCR STAT;NG TWY'Uh'-IE:k,$IAN:I- IW R411. TAX sgippl,"19, :*FU N-WI61EU-OOT 3MS. ?, IF-=YASSLAIL'PJLL LWV6,ll ITY Y. JWUtING'JBT640TiC r RPAIR TOTALfs Jit 95h.0 F11-il: SALF,RKAN Data: -1*9.2014 Sig -at, re- QUOTATION NMARTIN-ROBBINSFIWCE CO., INC UATE JUly a, 2014 2 Q25 W FS M Tf-F C-0 U X I - S NELUA-LH, UA, 30078 R-1: 770-Vi243-411 FW. 770-14B5-6838 T:j fAkT --HEW FALLS I H UPS -Yoh RE: GUARDRAIL RqpAlIR Z. I ?;LTC)N 'I 'Ttzrr;!FJP.LO NUIR -;rX:I'.-:I - 7�1 �- MMON CA 'ICIN. ITE,lk. -Ce�-nj3bon :Jr r. M FURNISH ALL -IJl--Z:. %iii EOL:1"ENT F LDD V.FF;G NI -RCL , -13C-D TO RPf.V..-EAPRICX RAIL 32 POSIM T ro�177 a U mc;:. ED-, C WALL IN !Urr- kimmN. 2 IIQ7,3 TO AF AP - 12 1,PKUD END Wl W1 EXIMW FtML AND RL=AIRED R411 Of) Nr.>'f MEET Dj3.T. STANDARDS. BEEKOTI! bl:LrW ,,:()7rr, 2F' COUMMMEWfC* mmc. 4- , r -:?A -'l K -3 tL� " ---TE AFF KALT. 0 1 SW t I Vl 14 K 'TAX cQF Mil Tr),4 ws- SJ;5-LY Kt -R rim- RnsFiRr, A LEY-, -n4F:- i tmpmir�rpm wE RAIi. Shippirlo L*_G Wrr mw7,YT jamo, &,, 116Y ASSUME PA I LO;Dl*--Y U" DIRSC7M-R tR TO CO T4E RUPAIR TOTAL EnFii-insub-4 at.^Nvynr: ho 'NP mrx. tA,:'H4M- DENMARK July Lp --------- Tine SALESMAN EXHIBIT "B" Insurance Certificate ACORbr CERTIFICATE OF LIABILITY INSURANCEF10/28/2014 k✓� DATE(MM/DDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Sterling Risk Advisors Inc. P O Box 724137 Atlanta GA 31139 CONTACT Mar Wad NAME: y r PHONE (678)424-6500 AC N (678)424-6501 AIL ADDRESS:mward@sterlingra.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:EMCASCO Insurance Company 21407 INSURED Martin -Robbins Fence Co., Inc 2025 Westside Ct. Snellville GA 30078 INSURER BAmerisure Insurance Company 19488 INSURERC:Great American Insurance Co. 16691 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:14-15 LIAB REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSR Wk S BR POLICY NUMBER POLICY MMIDD� LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE ( ENTED 100,000 PREMISES PREMEa occurrence $ A CLAIMS -MADE OCCUR X Y 5DO622415 /1/2014 2/1/2015 MED EXP (Any one person) $ 10,000 &ADV INJURY $ l_,000,000 X $500 PD Deductible -PERSONAL GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICYX PRO LOC D PAY INCREASED 8/1/14 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 _ BODILY INJURY (Per person) $ B X ANY AUTO BODILY INJURY Per accident $ ( ) ALL OWNED SCHEDULED AUTOS AUTOS X Y A 20911970001 2/1/2014 /1/2015 X X NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10, 000, 000 C, EXCESS LIAR CLAIMS -MADE DED X RETENTION$ 10,000 $ TUU 063038 00 2/1/2014 /1/2015 $ WORKERS COMPENSATION Y WC STATU- OTH- X LIMIT,,ER AND EMPLOYERS' LIABILITY Y / N E.L. EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE IN NIA OFFICER/MEMBEREXCLUDED? (Mandatory in NH) C 2091199-00 /1/2014 /1/2015 E.L. DISEASE - EA EMPLOYE $ 11000,000 Ifes, describe under DESCRIPTION OF OPERATIONS below $ 2, 500 deductible E.L. DISEASE- POLICY LIMIT $ 1,000,000 B Leased/Rented Equipment IM 20911980002 /1/2014 2/1/2015 Per item/Per occurrence $100,000 Installation Jobsite/catastrophe $500,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: Guardrail repair, Mountain Road, Milton, GA. Additional insured (per CG7143.3 & CA7115 attached) & waiver of subrogation (per CG7555, CA7115, WC000313 attached) as noted above applies in favor of The City, its officials, employees, agents and volunteers. General liability includes ongoing & completed operations on a primary & noncontributory basis. Thirty (30) day notice of cancellation (10 days for nonpayment) applies to general liability, automobile & workers, compensation. City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, GA 30004 A(;URU 25 (2010/05) INS025 tgmnn-i� ni SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Brian Perry/JUDY P ©1988-2010 ACORD CORPORATION. All rights reserved. Tha Af r)011 nnma nnrf Innes nra raniafararl mnrL-a of Af'.f10171 POLICY NUMBER: 5DO-62-24 --- 15 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - CONSTRUCTION CONTRACTS INCLUDING COMPLETED OPERATIONS This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 — Who Is An Insured is amended to include as an additional insured any person or organization when you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; 2. The acts or omissions of those acting on your behalf; in the performance of: a. your ongoing operations for the additional insured; or b. "Your work" for the additional insured and included in the "products — completed operations hazard". B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. C. The limits of insurance applicable to the additional insured are those specified in the Declarations of this policy or in the written contract or written agreement, whichever is lower. D. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether that insurance is primary, excess, contingent or on any other basis, unless you and the additional insured have specifically agreed in a written contract or written agreement that this insurance be primary. When coverage is provided on a primary basis we will not seek contribution from any other insurance available to the additional insured if a written contract or written agreement requires that this insurance be noncontributory. This insurance does not apply to "bodily injury," E. All other terms and conditions of this policy remain "property damage" and "personal and advertising unchanged. injury" arising out of the rendering of, or failure to render, any professional, architectural, engineering or surveying services including: CG7174.3(1-08) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 1 POLICY NUNIBER: 5DO-62-24 --- 15 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is deleted and replaced by the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". CG7555(11-04) Includes coavriahted material of ISO Properties. Inc. with its permission. Paae 1 of 1 Martin -Robbins Fence Co., Inc. CA 20911970001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided bythis endorsement, the provisions of the Coverage Form apply unless modified bythe endorsement. The premium for this endorsement is $ T-NCLUDED 1. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS -CANCELLATION, Paragraph A.2. is replaced by the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED SECTION 11- LIABILITY COVERAGE A.I. WHO IS AN INSURED is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or a majority interest, will qualify as a Named Insured. However, (1) Coverage underthis provision is afforded only until the end of the policy period; (2) Coverage does not applyto "accidents" or "loss" that occurred before you acquired orformed the organization; and (3) Coverage does not applyto an organization that is an"insured" underanyother policyor would be an "insured" but for itstermination or the exhausting of its limit of insurance. e. Any"employee" of yours using: (1) A covered "auto' you do not own, hire or borrow, or a covered "auto" not owned by the "employee" ora member of his or her household, while performing duties related to the conduct of your business or your personal affairs; or (2) An "auto" hired or rented under a contractor agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. However, your "employee" does not qualify as an insured underthis paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household. f. Your members, if you are a limited liability company, while using a covered "auto' you do not own, hire, or borrow, while performing duties related to the conduct of your business or your personal affairs. g. Any person or organization with whom you agree in a written contract, written agreement or permit, to provide insurance such as is afforded underthis policy, but only with respect to your covered "autos". This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the "bodily injury" or "property damage"; Includes copyrighted material of Insurance Services Office, Inc. CA 71 1511 09 Page 1 of 5 (2) To any person or organization included as an insured byan endorsement or in the Declarations; or (3) To any lessor of "autos" unless: (a) The lease agreement requires you to provide direct primary insurance for the lessor; (b) The "auto" is leased without a driver; and (c) The lease had not expired. Leased "autos" covered under this provision will be considered covered "autos" you own and not covered "autos" you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50% of the voting stock on the effective date of this endorsement. This provision does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limits of insurance, unless such policy was written to apply specifically in excess of this policy. 3. COVERAGE EXTENSIONS -SUPPLEMENTARY PAYMENTS Under SECTION 11- LIABILITY COVERAGE, A.2.a. Supplementary Payments, paragraphs (2) and (4) are deleted and replaced with the following: (2) Up to $2500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 4. AMENDED FELLOW EMPLOYEE EXCLUSION SECTION II - LIABILITY COVERAGE, B. EXCLUSIONS, paragraph 5. Fellow Employee is deleted and replaced bythe following: 5. Fellow Employee "Bodily injury"to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your "employees" that are officers, managers, supervisors or above. Coverage is excess over any other collectible insurance. b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of paragraph a. above. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A. Under SECTION III -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If any of your owned covered "autos" are covered for Physical Damage, we will provide Physical Damage coverage to "autos" that you or your "employees" hire or borrow, under your name or the "employee's" name, for the purpose of doing your work. We will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the Declarations, Item Three, Schedule of Covered Autos You Own, or on any endorsements amending this schedule. B. Under SECTION III -PHYSICAL DAMAGE COVERAGE, A.4. COVERAGE EXTENSIONS, paragraph b. Loss of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 CA 7115 11 09 (1) Other than collision, only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision, only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $30 per day, to a maximum of $2,000. C. Under SECTION IV— BUSINESS AUTO CONDITIONS, paragraph 5.b. Other Insurance is deleted and replaced bythe following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Anycovered "auto" hired or rented byyour "employee" undera contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. LOAN OR LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: (a) The amount paid under the Physical Damage Coverage Section of the policy; and (b) Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by a lessor; and (5) Carry-over balances from previous loans or leases. 7. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, paragraph 4. Coverage Extensions is deleted and replaced by the following: 4. Coverage Extensions (a) We will pay up to $75 per day to a maximum of $2000 for transportation expense incurred by you because of covered "loss". We will pay only for those covered "autos" for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours after the covered "loss" and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we payfor its "loss". This coverage is in addition to the otherwise applicable coverage you have on a covered "auto". No deductibles apply to this coverage. (b) This coverage does not apply while there is a spare or reserve "auto" available to you for your operation. Includes copyrighted material of Insurance Services Office, Inc. CA 7115 11 09 Page 3 of 5 AIRBAG COVERAGE SECTION 111- PHYSICAL DAMAGE, B. EXCLUSIONS, Paragraph 3. is deleted and replaced by the following: We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered bythis insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not include the discharge of an airbag. b. Blowouts, punctures or other road damage to tires. 9. GLASS REPAIR -WAIVER OF DEDUCTIBLE SECTION III -PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 10. COLLISION COVERAGE—WAIVER OF DEDUCTIBLE SECTION Ill - PHYSICAL DAMAGE COVERAGE, D. DEDUCTIBLE is amended to add the following: When there is a "loss" to your covered "auto" insured for Collision Coverage, no deductible will apply if the "loss" was caused by a collision with another "auto" insured by us. 11. KNOWLEDGE OF ACCIDENT SECTION IV - BUSINESS AUTO CONDITIONS, A. LOSS CONDITIONS, 2. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS, paragraph a. is deleted and replaced bythe following: a. You must see to it that we are notified as soon as practicable of an "accident", claim, "suit" or "loss". Knowledge of an "accident", claim, "suit" or "loss" by your "employees" shall not, in itself, constitute knowledge to you unless one of your partners, executive officers, directors, managers, or members (if you are a limited liability company) has knowledge of the "accident", claim, "suit" or "loss". Notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 12. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) SECTION IV -BUSINESS AUTO CONDITIONS A.5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is deleted and replaced by the following: If any person or organization to or for whom we make payment underthis Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessaryto secure our rights and must do nothing after "accident" or "loss" to impair them. However, if the insured has waived rights to recover through a written contract, or if your workwas commenced under a letter of intent or work order, subject to a subsequent reduction in writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. GENERAL CONDITIONS, 2. CONCEALMENT, MISREPRESENTATION OR FRAUD is amended by the addition of the following: We will not deny coverage underthis Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 CA 7115 11 09 14. BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contractor written agreement, the definition of "insured contract" is amended as follows: The exception contained in paragraph H.3. relating to construction or demolition operations on or within 50 feet of a railroad; and Paragraph H.a. are deleted with respect to the use of a covered "auto" in operations for, or affecting, a railroad. Includes copyrighted material of Insurance Services Office, Inc. CA 7115 11 09 Page 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 40 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule "Any person or organization required by written contract or certificate of insurance." "This endorsement is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas and Utah." "This endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri Statues, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications" This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Martin -Robbins Fence Co., Inc. WC 2091199-00 Premium $ Insurance Company Countersigned by WC 00 03 13 lGf1 A—PA 1 HartFortns & Services EXHIBIT "C" CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: 4345q eVerify Number qof Date of Authorization Martin -Robbins Fence Company Name of Contractor City of Milton Guardrail Repair Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Ex ted on201 in (city), (state). Signature of Authorized Officer or Agent n� S -- Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON TIS THE 3Off —DOF ,201 &L(1 �r NOTARY PUBLIC _.rr1C [NOTARY SEAL] Notary Public, Gwinnett County, G My Commission Expires April 16, My Commission Expires: EXHIBIT "F" SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Martin -Robbins Fence Company on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: I hereby declare under penalty of perjury that the eVerify Number foregoing is true and correct. Executed on 201_ in (city), Date of Authorization _, (state). Name of Subcontractor Signature of Authorized Officer or Agent Name of Project Printed Name and Title of Authorized Officer or Agent City of Milton Name of Public Employer SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF ,201 . NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: HOME OF' ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 7, 2014 FROM: City Manager AGENDA ITEM: Approval of the Acquisition of 0.024 Acre of Construction and Maintenance Easement at 12845 Crabapple Road from PWREO Crabapple, LLC for a Combined Purchase Price of $9,100. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION., (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED () NOT APPROVED jQ1*:1-ATTORNEY APPROVAL REQUIRED: kYES (% NO L FFTYATTORNEY REVIEW REQUIRED: r() YES () NO APPROVAL BY CIT--',' ATTORNEY PLACED ON AGENDA FOR,- REMARKS OR: REMARKS APPROVED O NOT APPROVED (11114 4 9110 Youln * * * G«,t,* PHONE: 678.242.25001 FAX: b7$.242reen2499 � c pry „r info@cityofmiltonga.us I www.cityofmiltonga.us Community �� Ethics 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of the Acquisition of 0.024 Acre of Construction and Maintenance Easement at 12645 Crabapple Road from PWREO Crabapple, LLC for a Combined Purchase Price of $9,100. ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: To provide for SR 372 (Crabapple Road/Birmingham Hwy) intersection improvements the acquisition of 0.024 AC of construction and maintenance easement are required. Funding and Fiscal Impact: Funding for this project is available in the Mayfield @ Mid Broadwell capital grant fund account and 80% of the purchase price is reimbursable. Alternatives: N/A Legal Review: N/A Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Purchase Agreement AGREEMENT TO PURCHASE REAL ESTATE Project: CSHPP-0007-00(313) Parcel:5 Tex Parcel IDR: 22-001011701053 GEORGIA, FULTON COUNTY For and in consideration of the sum of One Dollar ($1.00), receipt whereof being acknowledged, the undersigned grants to City of Milton an irrevocable option to acquire the following described real estate: Right of Way and/or Easement rights through that tractor parcel of land located in Land Lot 1135 and1170 of the 2nd District, Section of _Fulton County, Georgia, and being more particularly described on Exilibit"/A" allached hereto and made a part hereof by reference. For the sum of $ 0 0.00, thk L d12gned agrees to execute and deliver to Ctv of Mi9oo fee simple title and easements to the lands owned byy . undemigned as reflected on the attached Exhibit "A". The following conditions are imposed upon the grant of this option: 1) This option shall be irrevocable for a period of 90 days from this date. 2) The consideration recited is full payment for the rights conveyed. NIA Anes of Right of Way Linear Feel of Limited Access 0.024 Acres of Permanent Construction and Maintenance Easement Acres of Temporary Construction Easement 3) All Temporary Easements will terminate upon completion and acceptance of the same by the Department of Transportation. 4) The undersigned shall obtain all quit claim deeds or releases from any tenant now in possession and any other parties having a claim or interest in the property described above. 5) Said option may be exercised by City of Millon at any time during the period stated, but only following notification and receipt of waiver from any and all lien holders of record unless specifically waived by City of Millon and by notice, In writing, of the election to exercise said option, delivered to the undersigned person at the address stated below. The exercise of said option will ripen these presents into a contract to sell and buy without the necessity of any further instrument in writing. 6) The undersigned covenants that, upon the exercise of this option by City of Milton, and upon the payment of the agreed upon purchase price as herein provided, the undersigned will convey, and cause the be conveyed unto the City of Millon unencumbered, marketable title to said property, in fee simple, and that the undersigned will warrant title to said property, by general covenants of warranty, against any claims and demands of all persons whomsoever. 7) Special Provisions, if any, are listed on Exhibit "B", which is attached hereto and incorporated herein by reference. "City of Milton may not construct anything on its easement which substantially alters the visibility of Southwest face of the adjacent building from Crabapple Rd., with the exception of decorative landscaping items" PWREO Crabapple, LLC By: PWL REO, LLC Its: Manager Witness my hand and seal this 24 day of October 2014 By: Pacific West Land, LLC Its: Manager Signed, Sealed and Delivered in By, 13rutc C. G 1 y CEO the presence ofd � _ � � �� - j� (Seal) Approve&City of Milton Notary Public Slate of Washington SARAH RACHAEL KUTNER My Appointment Expires Apr 7, 2015 � $ � \) � %! _/ S)§ \ ) � �/ ) & �� (� �--,. . !a ~ / t d ®��, © d ] 3 w K 7 \ . » , . � . � 7 \ y �( �§ ¢ \ § 7. % /»L � F i 4u ISM - ®r, rfin 1711"1110 Ravoll ............ UISTMG R(f AN 00'M Ul69V9.02 m a It V 3 IOL 4im • rs a MATM Off SFA 207'00 SEE SKEET 5 Ea 21 R 41 ci c Ag 14 t; 43 i 4u ISM - ®r, rfin 1711"1110 Ravoll ............ 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LTON*k ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 7, 2014 FROM: City Manager AGENDA ITEM: Approval of the Acquisition of Real Estate Requiring the Relocation of Mobile Home Sales Office at Branyan Trail and Itaska Walk by The Providence Group, LLC for a Combined Purchase Price of $10,154.00. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED () NOT APPROVED _C4-TrA TTORNEY APPROVAL REQUIRED: ( %YES (} NO ,PT-Y'ATTORNEY REVIEW REQUIRED: k YES (} NO APPROVAL BYLHT ATTORNEY APPROVED () NOT APPROVED PLACED ON AGENDA FOR: REMARKS © Youn PHONE: 678.242.25001 FAX: 678.242.2499 Ethics w. info@ciV4'ILDLIFF Community ifyofmilfonga.us I www.cityofmiltonga.us �� �� 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 �" a To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of the Acquisition of Real Estate Requiring the Relocation of Mobile Home Sales Office at Branyan Trail and Itaska Walk by The Providence Group, LLC for a Combined Purchase Price of $10,154. ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: To provide for SR 372 (Crabapple Road/Birmingham Highway) intersection improvements the acquisition of real estate containing a mobile home sales office is required. GDOT requires that the owner of the sales trailer be paid to relocate the sales trailer. Funding and Fiscal Impact: Funding for this project is available in the Mayfield @ Mid Broadwell capital grant fund account and 80% of the purchase price is reimbursable. Alternatives: N/A Legal Review: N/A Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Purchase Agreement AIN, City of Milton-- *� 13000 Deerfield Parkway Suite 107C Milton, Georgia 30034 •3� AGREEMENT TO PURCHASE REAL ESTATE Project: CSHPP-0007-40(313) Parcel: 21 -Other interest Tax Parcel ID#: 22-4001'11-350,118,126,316,324 & 22-40111351-661 GEORGIA, FULTON COUNTY For and in consideration of the sum of One Dollar ($1.00). receipt whereof being acknowledged, the undersigned grants to CSC of Milton an irrevocable option to acquire the following described real estate: Right of Way and/or Easement rights through that tract or parcet of land located in Land Lot 1133, 1136, 1137, & 1168 of the ^2nd_ District, 2nd_ Section of Fulton County, Georgia, and being more particularly described on _Exhibit "N' hereto and made a part hereof by reference. For the sum of $10,154.00, the undersigned agrees to execute and deliver to City of Milton fee simple title and easements to the lands owned by the undersigned as reflected on the attached Exhibit "A". The following conditions are imposed upon the grant of this option: 1) This option shall be irrevocable for a period of 90 days from this date. 2) The consideration recited is full payment for the rights conveyed. NIA— Acres of Right of Way Linear Feet of Limited Access NIA Acres of Permanent Construction and Maintenance Easement Acres of Temporary Construction Easement 3) All Temporary Easements wili terminate upon completion and acceptance of the same by the Department of Transportation. 4) The undersigned shall obtain all quit claim deeds or releases from any tenant now in possession and any other parties having a claim or interest in the property described above. 5) Said option may be exercised by City of Milton at any time during the period stated, but only following notification and receipt of waiver from any and all lien holders of record unless specifically waived by City of Milton and by notice, in writing, of the election to exercise said option, delivered to the undersigned person at the address stated below. The exercise of said option will ripen these presents into a contract to sell and buy without the necessity of any further instrument in writing. 6) The undersigned covenants that, upon the exercise of this option by City of Milton, and upon the payment of the agreed upon purchase price as herein provided, the undersigned will convey, and cause the be conveyed unto the City of Milton unencumbered, marketable title to said property, in fee simple, and that the undersigned will warrant title to said property, by general covenants of warranty, against any claims and demands of all persons whomsoever. 7) Special Provisions, if any, are listed on Exhibit "B", which is attached hereto and incorporated herein by reference. The above offer amount is to move the mobile home safes office out of the required RIW and or easement area. f Witness my hand and seal this day of G Signed, Sealed and, Delivered'n the re VAN 9C,'J•'. (Seal) Win ss y ■{ 1016 C Property Owners Address I I S (� D La Telephone/Contact Number: U 3 i? r 1482-- Approved -City of Milton Own. 19 ----------- - - - ---------- N ----------- -------------------- -- 0 Owl; moi -- ------------------ -------------- --------------- i� J --j ODIMA -------------- ----------- --SS-c ------ 335 05.6 r. FROMM Own. 19 ----------- - - - ---------- N ----------- -------------------- -- 0 Owl; moi -- ------------------ -------------- --------------- i� J --j ODIMA -------------- ----------- --SS-c ------ 335 05.6 ;FiR Lam Lc 44 �1 I k i 'tAggliffin ct <c CL V AMR! NIS HUMgar i R gas Sir 9 I k i 'tAggliffin ct <c CL V AMR! NIS HOME OF ' ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 7, 2014 FROM: City Manager AGENDA ITEM: Approval of the Acquisition of 968.11 SF of Construction and Maintenance Easement at Hopewell Road and Birmingham Road from Maria and Oswaldo Lozano for a Combined Purchase Price of $1,648. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED O NOT APPROVED Eff'rATTORNEY APPROVAL REQUIRED: K YES O NO C 1 Y ATTORNEY REVIEW REQUIRED: (RYES O NO APPROVAL BY .ESPY ATTORNEY (,APPROVED () NOT APPROVED PLACED ON AGENDA FOR: REMARKS 4 0 You, PHONE: 678.242.2500 1 FAX: 678,242.2499 Green' .� *Cettificcf * ropYou „ , �,�.i�� Communft info0acityofmiltonga.us www.cityofmiltonga.us y Erhic.L 13000 Deerfield Parkway, Suite 107 I Milton GA 30004 'a` To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of the Acquisition of 958.11 SF of Construction and Maintenance Easement at Hopewell Road and Birmingham Road from Maria and Oswaldo Lozano for a Combined Purchase Price of $1,648. ____________________________________________________________________________ Department Recommendation: Approval Executive Summary: To provide for intersection improvements at Hopewell Road and Birmingham Road the acquisition of 958.11 SF of construction and maintenance easement are required. Funding and Fiscal Impact: Funding for this project is available in the Hopewell @ Birmingham Intersection Improvement Capital account. Alternatives: N/A Legal Review: N/A Concurrent Review: Chris Lagerbloom - City Manager Attachment(s): Purchase Agreement 09/24/2014 15:09 7704750021 PINE RIDGE MHC PAGE 01 AGREEMENT TO PURCHASE REAL ESTATE GA DOT Project # 13-PW4 (Local) P. 1. Number y/-4 Parcel Tax Parcel lQ # 22486004030602 GEORGIA, FULTON COUNTY For and in consideration of the sum of one Dollar (V.00), receipt whereof being acknowledged, the undersigned grants to the City of Milton an option to acquire the following described real estate- Right of Way and/or Easement rights through that tract or parcel of land located to Land Lot 403 of the 2'� District,` Section or GMD of Fulton County, Georgia, and being more particularly descrit�ed on Exhibit "A" attached hereto and made a part hereof by reference. For the sum of $ 1.'648 'the undersigned agrees to execute and delivt it to the City of Milton, Georgia permanent easerrents to the lands owned by the undersigned as reflected on the attoched Exhibit "A". * * . * x * i . . * * k 7 * . ! ♦ . * The following conditions are imposed upon the grant of this option: 1) This option shaft extend for 90 days from this date. 2) The consideration recited is full payment for the rights conveyed Square Feet of Right of Way Linear Feet of Limited Access Square Feet of Construction and Maintenance Ea'sernent Square feet of Gonstrucvon Easement 3) All Temporary Easements will fermmate upon Completion and acceptance of the same byrthe Department of Transportation. 4) The undersigned shall obtain all quit claim deeds or releases from any tenant now it possession and any other parties having a claim or interest in the property described above, 5) Special Provisicns, if any, are listed on Exhibit "B", which is attached hereto and inwrpor�ted herein by reference. Witness my hand and seal this day of / Signed, Sealed and Delivered in tie presence Of; Witness I.D. Notary NDTARy 1.7 PUBU /Maria Lozano Aighature �^ {Seal) Uswaldo Lozano signature ©� Q (Seal) DOT 665 -A -LG Devised 08-01-2()Io HOME OF ' M LTO N"t ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 7, 2014 FROM: City Manager AGENDA ITEM: Approval of the Acquisition of 451.98 SF of Construction and Maintenance Easement at 15712 Hopewell Road from Margaret O'Connor and David Velutini for a Combined Purchase Price of $4,511. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: x APPROVED O NOT APPROVED CkT-Y'ATTORNEY APPROVAL REQUIRED: YES () NO 'G! ! Y ATTORNEY REVIEW REQUIRED: YES ONO APPROVAL BYr�ATTORNEY APPROVED O NOT APPROVED PLACED ON AGENDA FOR: 14 REMARKS youim PHONE: 678.242.2500 FAX: 678.242.2499 infoacityofmiltonga.us I www.cityofmiltonfla.us u_u PJAH 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 Greenv Community (.iq of Ethics �gc ESTABLISHED 2006 To: Honorable Mayor and City Council Members From: Sara Leaders, PE — Transportation Engineer Date: Submitted on November 7, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of the Acquisition of 451.98 SF of Construction and Maintenance Easement at 15712 Hopewell Road from Margaret O'Connor and David Velutini for a Combined Purchase Price of $4,511. Department Recommendation: Approval. Executive Summary: To provide for intersection improvements at Hopewell Road and Birmingham Road the acquisition of 45198 SF of construction and maintenance easement are required. Funding and Fiscal Impact: Funding for this project is available in the Hopewell @ Birmingham Intersection Improvement Capital account. Alternatives: N/A Legal Review: NIA Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Purchase Agreement 91 YOUEM - * * * PHONE: 678.242.2500 j FAX: 678.242.2499 -Green a „� I �H Community info�cityofmiltonga.us I www.cityofmiltongo.us 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 9 LL AGREEMENT TO PURCHASE REAL ESTATE GA DOT Project # 1 3-PW4 P. I. Number N/A Parcel # 16 Tax Parcel ID # 22486103900176 GEORGIA, FULTON COUNTY For and in consideration of the sum of One Dollar ($1.00), receipt whereof being acknowledged, the undersigned grants to City of Milton an option to acquire the following described real estate: Right of Way and/or Easement rights through that tract or parcel of land located in Land Lot 390 & 403 of the gistrict of Fulton County, Georgia, and being more particularly described on Exhibit "A" attached hereto and made a part hereof by reference. For the sum of $ 4,511 the undersigned agrees to execute and deliver to the City of Milton, Georgia permanent easements to the lands owned by the undersigned as reflected on the attached Exhibit "A". The following conditions are imposed upon the grant of this option: 1) This option shall extend for 90 days from this date. 2) The consideration recited is full payment for the rights conveyed. 451.98 Square Feet of Right of Way Linear Feet of Limited Access Square Feet of Construction and Maintenance Easement Square Feet of Temporary Construction Easement 3) All Temporary Easements will terminate upon completion and acceptance of the same by the City of Milton 4) The undersigned shall obtain all quit claim deeds or releases from any tenant now in possession and any other parties having a claim or interest in the property described above. 5) Special Provisions, if any, are listed on Exhibit "B", which is attached hereto and incorporated herein by reference. Witness my hand and seal this day of Signed, Sealed and Delivered in the presence nf- ANGELA STEPHENS Notary Public Fulton County State of Georgia My Commission Expires Jun 19, 2018 --Margaret J. O'Co ar . C"r (Seal) Signature Avid W. }6e C C t - (Seal) Signature DOT 663 -A -LG Revised 08-01-2010 HOME OF' ESTABLISI IF.D 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Approval of the Audit Engagement Letter with Mauldin & Jenkins, LLC to Audit the City's Financial Statements for the Fiscal Year Ending September 30, 2014, MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additionl pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: VAPPROVED O NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: K YES () NO CITY ATTORNEY REVIEW REQUIRED: Y) YES O NO APPROVAL BY CITY ATTORNEY APPROVED O NOT APPROVED PLACED ON AGENDA FOR: 111 -114 - REMARKS ,1,1,4 - REMARKS ©4 Your PHONE: 678.242.2500 FAX: 678.242.2499 " 'Green *cc i,�, * Top tUU infoCcifyofmilfonga.us I www.cifyofmilfonga.us ��; Community ENCS 13000 Deerfield Parkway. Suite 107 I Milton GA 30004 To: Honorable Mayor and City Council Members From: Stacey Inglis, Assistant City Manager Date: Submitted on October 30, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Approval of the Audit Engagement Letter with Mauldin & Jenkins, LLC to Audit the City’s Financial Statements for the Fiscal Year Ending September 30, 2014 Department Recommendation: The recommendation is to approve the attached engagement letter with Mauldin & Jenkins, LLC to audit the City’s financial statements for the fiscal year ending September 30, 2014. Executive Summary: According to O.C.G.A. 36-81-7, we are required to have an annual audit of the financial affairs and transactions of all funds and activities of the City. The audit engagement letter before you details the scope of services Mauldin & Jenkins, LLC will provide the City. As part of the engagement, they will audit the financial statements of the governmental activities, each major fund, and the required supplementary information. They will also provide a report on internal controls related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements. Funding and Fiscal Impact: This is the third year of the five-year contract with Mauldin & Jenkins, LLC. The cost of the audit is $31,500 and has been included in the FY 15 Budget. Alternatives: Not approve and go back out to bid for auditing services. Legal Review: Approved by Ken Jarrard (email dated October 30, 2014) Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Audit Engagement Letter October 20, 2014 Honorable Mayor and Members of the City Council and City Manager City of Milton, Georgia Attention: Stacey Inglis, Finance Manager 13000 Deerfield Parkway, Suite 107G Milton, Georgia 30004 We are pleased to confirm our understanding of the services we are to provide the City of Milton, Georgia (the City) for the year ended September 30, 2014. We will audit the financial statements of the governmental activities, each major fund, and the aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the City of Milton, Georgia as of and for the year then ended. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the City’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the City’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management’s Discussion and Analysis (MD&A). 2. Schedule of Funding Progress – Retirement Plan. 3. Budgetary comparisons for the General Fund and any Major Special Revenue Funds. We have also been engaged to report on supplementary information other than RSI that accompanies the City’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and will provide an opinion on it in relation to the financial statements as a whole: 1. Schedule of expenditures of federal awards. 2. Combining and individual fund statements. City of Milton - 2014 Engagement Letter October 20, 2014 Page 2 The following other information accompanying the financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor’s report will not provide an opinion or any assurance on that other information: 1. Introductory section 2. Statistical section Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. The objective also includes reporting on -  Internal control related to the financial statements and compliance with the provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards.  Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states (1) that the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The OMB Circular A-133 report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; and the provisions of OMB Circular A-133, and will include tests of accounting records, a determination of major program(s) in accordance with OMB Circular A- 133, and other procedures we consider necessary to enable us to express such opinions. We will issue written reports upon completion of our Single Audit. Our reports will be addressed to the Members of the City Council for the City of Milton, Georgia. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us City of Milton - 2014 Engagement Letter October 20, 2014 Page 3 to modify our opinions or add emphasis-of-matter or other-matter paragraphs. If our opinions on the financial statements or the Single Audit compliance opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue reports, or may withdraw from this engagement. Management Responsibilities Management is responsible for the financial statements, schedule of expenditures of federal awards, and all accompanying information as well as all representations contained therein. Management is also responsible for identifying all federal awards received and expended and for understanding and complying with the compliance requirements, and for preparation of the schedule of expenditures of federal awards (including notes and non-cash assistance received) in accordance with the requirements of OMB Circular A-133. As part of the audit, we will assist with preparation of your financial statements, schedule of expenditures of federal awards, and related notes. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them . You agree to oversee the nonaudit services by designating an individual, preferably from senior management, who possesses suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. Management is responsible for (a) establishing and maintaining effective internal controls, including internal controls over compliance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (b) following laws and regulations; (c) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (d) ensuring that management is reliable and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. City of Milton - 2014 Engagement Letter October 20, 2014 Page 4 Your responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements, and grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. Additionally, as required by OMB Circular A-133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review subsequent to the start of fieldwork. You are responsible for preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in conformity with OMB Circular A-133. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon or make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (a) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with OMB Circular A-133; (b) that you believe the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with OMB Circular A-133; (c) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes): and (d) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary City of Milton - 2014 Engagement Letter October 20, 2014 Page 5 information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (a) you are responsible for presentation of the supplementary information in accordance with GAAP; (b) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (c) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes): and (d) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial City of Milton - 2014 Engagement Letter October 20, 2014 Page 6 reporting or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by OMB Circular A-133, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to OMB Circular A-133. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and OMB Circular A-133. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City of Milton, Georgia’s compliance with provisions of applicable laws, regulations, contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall City of Milton - 2014 Engagement Letter October 20, 2014 Page 7 compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. OMB Circular A-133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Circular A- 133 Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City of Milton's major programs. The purpose of these procedures will be to express an opinion on the City of Milton's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to OMB Circular A-133. Audit Administration, Fees, and Other We understand that your employees will prepare all cash or other confirmations we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors’ reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to the City of Milton, Georgia; however, management is responsible for distribution of the reports and financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Mauldin & Jenkins and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Mauldin & Jenkins personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by a regulatory body. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit City of Milton - 2014 Engagement Letter October 20, 2014 Page 8 finding, we will contact the party (ies) contesting the audit finding for guidance prior to destroying the audit documentation. We expect to begin our audit on approximately January 26, 2015 and to issue our reports no later than March 31, 2015. Adam Fraley is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be $31,500 for the year ended September 30, 2014. This fee includes consideration for the performance of a Single Audit of one major program. Our hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered as work progresses and are payable upon presentation. The above fees are based on anticipated cooperation from your personnel (including complete and timely receipt by us of the information on the respective client participation listings to be prepared annually) and the assumption that unexpected circumstances (including scope changes) will not be encountered during the audit. If significant additional time is necessary, we will discuss it with management and arrive at a new fee estimate before we incur the additional costs. As a result of our prior or future services to you, we might be requested or required to provide information or documents to you or a third party in a legal, administrative, arbitration, or similar proceeding in which we are not a party. If this occurs, our efforts in complying with such requests will be deemed billable to you as a separate engagement. We shall be entitled to compensation for our time and reasonable reimbursement for our expenses (including legal fees) in complying with the request. For all requests we will observe the confidentiality requirements of our profession and will notify you promptly of the request. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, we agree that, during performance of this agreement, we will not discriminate against any employee or applicant for employment or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, we agree to comply with all applicable implementing regulations. It is your policy that unauthorized aliens shall not be employed to perform work on your contracts involving the physical performance of services. In order to comply with your policy, we are providing evidence on your forms, attached hereto as Exhibit “A”, that we have conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E- Verify”) program, of the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on this contract to ensure that no unauthorized aliens will be employed. We hereby verify that we have, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “A”, and submitted such affidavit to you. Further, we hereby agree to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. City of Milton - 2014 Engagement Letter October 20, 2014 Page 9 Where we are required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of our verification process at any time to determine that the verification was correct and complete. We shall retain all documents and records of their respective verification process for a period of thr ee (3) years following completion of the contract. Further, where we are required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor employ unauthorized aliens on your contracts. By entering into a contract with you, we agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where we are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. Our failure to cooperate with the investigation may be sanctioned by termination of the contract, and we shall be liable for all damages and delays occasioned by you thereby. We agree that the employee-number category designated below is applicable to us. ____ 500 or more employees. ___X_ 100 or more employees. ____ Fewer than 100 employees. We warrant that we will utilize no subcontractors in doing the work. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. This agreement is entered into as of the date both parties have signed below. We appreciate the opportunity to be of service to the City of Milton, Georgia and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Sincerely, MAULDIN & JENKINS, LLC Adam M. Fraley RESPONSE: This letter correctly sets forth the understanding of the City of Milton, Georgia. By: Title: City of Milton - 2014 Engagement Letter October 20, 2014 Page 10 “EXHIBIT A” STATE OF GEORGIA COUNTY OF FULTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor (Mauldin & Jenkins, LLC) verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affi davit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _______________________________________ Federal Work Authorization User Identification Number _______________________________________ Date of Authorization _______________________________________ Name of Contractor (Mauldin and Jenkins) _______________________________________ Name of Project _______________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 20___ in __________ (city), __________ (state). _______________________________________ Signature of Authorized Officer or Agent _______________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _______ DAY OF _________, 20___. _____________________________ Notary Public [NOTARY SEAL] Commission Expires: ________________________ R HOME OF `?HE BELTON11�4 ST QUALITY OF LIFE I� GEORGIA' ESTABEISI IEC) 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 12, 2014 FROM: City Manager AGENDA ITEM: Approval of the Termination of a Contract with Tyler Technologies, Inc. for Energov Software, MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION. (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: KAPPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: 0 YES () NO CITY ATTORNEY REVIEW REQUIRED: OYES O NO APPROVAL BY CITY ATTORNEY (APPROVED () NOT APPROVED PLACED ON AGENDA FOR: REMARKS I ( 11 14 mv youn PHONE: 678.242.2500 j FAX: 678.242.2499 ®-Green ;or *Cemfied* TOo'10° info@cifyofmiftonga.us j www.cifyofmiltonga.us WILDUR C01111f' . E`duc`� 13000 Deerfield Parkway, Suite 107 1 Milton GA 3W04 -'; "' [ CG oa..Hrr - pc To: Honorable Mayor and City Council Members From: Stacey Inglis, Assistant City Manager Date: Submitted on November 12, 2014 for the November 17, 2014 Regular Council Meetings Agenda Item: Approval of the Termination of a Contract with Tyler Technologies, Inc. for EnerGov Software Department Recommendation: Approve the termination as written. Executive Summary: This agreement will terminate the contract between the City and Tyler Technologies, Inc. for the EnerGov software. This particular software was utilized for permitting and business licenses. The original contract was signed between the parties on April 19, 2010 and had a termination date of December 31, 2015. After exhausting all efforts to resolve the numerous issues we had with the system, we have determined the best solution is to terminate the contract early and transition to other software products that will better meet our needs. For permitting, the community development department has chosen Meritage Systems, Inc. This is a product provided through SafeBuilt, Inc. at no cost to the City. This contract was approved at the September 22, 2014 meeting. For business licenses, the finance department has chosen to amend the contract with Tyler Technologies, Inc. for the Incode software, our current financial software system. This amendment will appear before the council under the consent agenda for approval at tonight’s meeting. Funding and Fiscal Impact: The termination of the EnerGov agreement will result is a savings of $18,000 for annual maintenance fees. As you will see on the agenda item for the amended contract with Tyler Technologies, Inc. for Incode, the implementation/conversion fees are estimated to be $16,596 and annual maintenance fee is $1,100. The savings realized from the termination with EnerGov will offset the implementation costs and annual maintenance fees of Incode for the first year. In later years, assuming we extended the contract for EnerGov, the savings we would realize are close to $17,000 per year. Alternatives: There are no other attractive alternatives to offer. Legal Review: Elizabeth Whitworth – Jarrard & Davis (11/11/14) Page 2 of 2 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Termination agreement TERMINATION AGREEMENT This Termination Agreement (this “Termination Agreement”) is entered into by and between the City of Milton, Georgia, a political subdivision of the State of Georgia acting by and through its City Council and Mayor with offices at 13000 Deerfield Park, Suite 107, Milton, GA 30004 (“Client”) and Tyler Technologies, Inc., a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414 (“Tyler,” and collectively with Client, the “Parties”) as successor-in-interest to EnerGov Solutions, LLC. This Agreement shall be effective as of the last date set forth on the signature page below (the “Effective Date”). RECITALS: WHEREAS, Tyler and Client entered into a contract for EnerGov software, dated as of April 19, 2010 (the “EnerGov Agreement”), pursuant to which, among other things, Tyler agreed to license to Client certain Tyler proprietary software and provide Client certain implementation, consulting, data conversion and other services, all on the terms and conditions and as more particularly described in the EnerGov Agreement, attached hereto as Exhibit A and incorporated herein by reference (the “Project”); WHEREAS, pursuant to Section 14.1 of the Master Customer Agreement and Section 5 of the Software Support Agreement (both of which are included in the EnerGov Agreement), Client sent a Notice of Non-Renewal, dated October 2, 2014, to Tyler terminating the EnerGov Agreement as of December 31, 2014; WHEREAS, the Parties agree that it is in their best interest to amicably terminate the EnerGov Agreement and to effectuate a smooth transition upon such termination; WHEREAS, the Parties desire to formally agree to certain terms related to such termination, which terms are provided in this Termination Agreement. NOW THEREFORE, the Parties agree as follows: 1. Non-Renewal and Termination of EnerGov Agreement: (a) The EnerGov Agreement shall terminate on December 31, 2014. (b) Tyler shall continue to provide certain services described in the EnerGov Agreement until the Business Licensing Management Module (“EnerGov Module”) is replaced with the Incode Business Licenses software, as described in the First Amendment to Contract number 2010-0051 between the Client and Tyler, which First Amendment is attached hereto as Exhibit B and incorporated herein by reference. (c) Within twenty (20) days of replacement by Incode Business Licenses software, Client shall remove or disable, as appropriate, the EnerGov Module from its machines, and certify that it no longer has any such EnerGov Software in its possession or available for use. 2. Representations. Each of the parties acknowledges and represents that this Termination Agreement is executed and received in order to allow Client to amicably terminate the EnerGov Agreement. Execution of this Termination Agreement is not an admission of any 2 liability whatsoever, and each has had advice of counsel of its own choosing in the negotiations for and in the preparation and execution of this Termination Agreement. 3. Notices. All notices, requests, demands, writings or correspondence, provided for in this Termination Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the party at the address given below, or at a substitute address previously furnished to the other party by written notice in accordance herewith: To Client: City of Milton 13000 Deerfield Park, Suite 107 Milton, GA 30004 Attention: City Manager To Tyler: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Associate General Counsel 4. Governing Law. This Termination Agreement shall be construed and enforced according to, and governed by, the laws of the State of Georgia. 5. Entire Agreement. This Termination Agreement expresses the entire agreement among the parties with respect to its subject matter, and may not be changed, supplemented, or amended except in writing by the duly authorized representative of the party to be charged. 6. Authority; Binding Nature. Each of the Parties warrants that the person executing this Termination Agreement on its behalf is duly authorized to do so. This Termination Agreement is binding on each of the successors and assigns of the Parties. 7. Counterparts. The Parties may execute this Termination Agreement in one or more counterparts, all of which taken together will constitute one and the same instrument. EACH OF THE UNDERSIGNED WARRANTS THAT S/HE IS AUTHORIZED TO SIGN ON BEHALF OF HIS RESPECTIVE PARTY AND ACKNOWLEDGES THAT S/HE HAS CAREFULLY READ AND FULLY UNDERSTOOD THE CONTENTS OF THIS TERMINATION AGREEMENT AND HAS HAD THE OPPORTUNITY TO CONFER WITH LEGAL COUNSEL BEFORE SIGNING IT. [SIGNATURES ON FOLLOWING PAGE] 3 TYLER TECHNOLOGIES, INC. CITY OF MILTON, GEORGIA By: By: Name: Name: Title: President ______ Title: Date: Date: [CORPORATE SEAL] [CITY SEAL] Attest: Attest: Print: ________________________________ Print: ________________________________ Its: __Executive Vice President___________ Its: City Clerk 4 EXHIBIT A [INSERT ENERGOV AGREEMENT] Contract Number— mi1033110 SolutionsGovernment Connected solutions Ret This Master Customer Agreement is made and entered into as of the Effective Date (defined below) and between: EnerGov Solutions, LLC ("EnerGov"), a Georgia limited liability company located at 2160 Satellite Blvd, Suite 300, Duluth, Georgia 30097, and the City of Milton, Georgia ("Customer'), located at 13000 Deerfield Park, Suite 107, Milton, GA 30004, EnerGov Solutions and Customer hereby agree as follows: This Master Customer Agreement consists of this signature page, the Terms and Conditions attached hereto and the Proposal attached hereto. This Master Customer Agreement and that certain Software Support Agreement constitute the entire agreement between the parties on the subject hereof and superseded all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral. This Master Customer Agreement does not operate as an acceptance of any conflicting or additional terms and conditions and shall prevail over any conflicting or additional provisions of any purchase order, RFP or any other instrument of Customer, it being understood that any purchase order or RFP issued by Customer shall be for Customer's convenience only. This Master Customer Agreement may not be amended, modified, supplemented, or deviated from, except by a writing executed by authorized officials or employees of EnerGov and Customer. By executing this Master Customer Agreement, Customer and EnerGov acknowledge that they have reviewed the terms and conditions of this Master Customer Agreement and agree to be legally bound by the same. Effective Date of the Master Customer Agreement: / 0 ("Effective Date") EnerGov: Customer: EnerGov S I ti/o/ns, LLC City of Milton, Georgia By: dL - By: (Print Name): a �e��` (Print Name): d meC°G%LuJoyT7 Title: / y c. (112e /�r�ri�(Eti¢ Title: Date: j7//0 Date: Confidential Information • Do Not Distribute 2010 EnerGov Solutions, LLC Terms and Conditions Governing Master Customer Agreement Contract Number— mi1033110 These Terms and Conditions are entered into by and between "Services" means the Installation Services, Training Services, EnerGov Solutions, LLC and Customer as of the Effective Date and/or any additional services to be provided to Customer as set forth on the Master Customer Agreement signature page pursuant to and in accordance with this Agreement. to which these Terms and Conditions are attached. "Users" means the employees of Customer permitted to use the EnerGov Software as described in Section 2 below. 1. Definitions. In addition to any other terms defin ed in this Agreement, the following capitalized terms shall have the following meanings: "Agreement" means the Master Customer Agreement and shall include the signature page of the Master Customer Agreement, these Terms and Conditions, the Proposal and any other schedules, attachments or addenda to which the parties have agreed. "Concurrent User" means User accessing or operating the EnerGov Software simultaneously with other Users of the software. "Customer" means the entity executing the Master Customer Agreement with EnerGov to which these Terms and Conditions are attached. "Deliverables" means the Products and Services. "Designated System" means the Customer's computer and hardware operating systems which meet or exceed the minimum specifications set forth by EnerGov in the Proposal. "Documentation" means the user documentation and any other operating, training, and reference manuals relating to the use of the EnerGov Software, as supplied by EnerGov to Customer, including any modifications and derivative works thereof. "EnerGov Software" means any and all EnerGov software as listed in the Proposal. "Fees" means all fees and expenses payable to EnerGov pursuant to this Agreement. "Major Release" means a revision to the EnerGov Software indicated by a change in the first digit of the version number. "Minor Release" means a revision to the EnerGov Software indicated by a change in the second digit of the version number. "Object Code" means the binary machine-readable version of the EnerGov Software. "Products" means the EnerGov Software and Documentation. "Proposal" means the EnerGov software license and services proposal attached to and incorporated into the Master Customer Agreement to which these Terms and Conditions are attached. "Release" means either a Major Release or Minor Release issued by EnerGov with respect to EnerGov Software. 2. License of EnerGov Software. 2.1 Subject to these Terms and Conditions, including, without limitation, the payment of all Fees, EnerGov hereby grants to Customer and Customer accepts a limited, personal, non- exclusive, non -transferable, non -assignable license: (i) To use only in the United States, and allow Users to use, the EnerGov Software in executable Object Code form only, on the Designated System for Customer's internal, in-house purposes only to process Customer's data for transaction and reporting purposes; (ii) To make a single copy of the EnerGov Software solely for backup or archival purposes and not for operational use; (iii)To use the Documentation as reasonably necessary for its internal use in connection with the EnerGov Software license granted pursuant to this Agreement; and (iv) provided, however, that Customer may not have more than the number of Concurrent Users set forth in the Proposal. 2.2 Customer may install the copy of the EnerGov Software on a single server which may be accessed and used by Users via LAN workstations. A copy of the EnerGov Software shall be considered in "use" when it is loaded into the temporary memory (i.e., RAM) of a computer. 2.3 EnerGov employs authorization devices that enable the temporary and permanent use of the EnerGov Software ("Registration Codes"). EnerGov may issue temporary Registration Codes to enable to the Customer's use of the EnerGov Software prior to receiving payment in full from the Customer in accordance with the terms of this Agreement. Any temporary Registration Codes issued will expire on the due dates listed on the payment schedule (attached hereto as Schedule 1) unless EnerGov has timely received each applicable payment on or before each applicable due date. Customer acknowledges and agrees that the EnerGov Software will not operate in the event the temporary Registration Codes expire. Permanent Registration Codes will only be issued. after payment is received in full. Until such time, any temporary Registration Codes may be administered at EnerGov's discretion, which administration may be modified from time to time. Customer shall not modify any Registration Code or other security device used by EnerGov to protect the EnerGov-Software or attempt to bypass or circumvent such Registration Code or other device. i10331 10 Gimstomer Initials: EnerGov Initials: /vN ) 2.4 Except as explicitly provided in this Section 2, no license under any patents, copyrights, trademarks, Trade Secrets, or any other intellectual property rights, express or implied, are granted by EnerGov to Customer under this Agreement. 2.5EnerGov warrants that all EnerGov Software will comply with EnerGov's current respective specifications for the most current version of the EnerGov Software products described in the Proposal. 3. Ownership; Reservation of Rights. 3.1 EnerGov reserves all rights not expressly granted herein. Customer may use the EnerGov Software and Documentation only to process Customer's own data and may not, and shall not permit any third party to, (i) use the EnerGov Software or Documentation for time- sharing, rental, or service bureau purposes; (ii) copy (except as permitted in this Agreement), sublicense, distribute, transfer, or transmit the EnerGov Software and Documentation; or (iii) translate, reverse engineer, decompile, recompile, update, disassemble, or modify all or any part of the EnerGov Software and Documentation (including without limitation, any source code) or obtain possession of any source code or other technical material relating to the EnerGov Software. Customer shall not allow any third party to have access to the EnerGov Software or Documentation without EnerGov's prior written consent. Customer shall not remove any proprietary notices on the EnerGov Software and Documentation and shall affix all proprietary notices affixed to the EnerGov Software and Documentation delivered to Customer to all copies of the EnerGov Software and Documentation permitted to be made hereunder. 3.2 All patents, copyrights, circuit layouts, mask works, Trade Secrets, and other Proprietary Information in or related to the EnerGov Software and Documentation are and will remain the exclusive property of EnerGov, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the EnerGov Software or Documentation is used or licensed. Customer will not take any action that jeopardizes EnerGov's proprietary rights or acquire any right in the Software, the Documentation or other items of Proprietary Information. EnerGov will own all rights in any copy, translation, modification, adaptation, or derivation of the EnerGov Software, Documentation or other items of Proprietary Information, including any improvement or development thereof. Customer will obtain, at EnerGov's request, the execution of any instrument that may be reasonably appropriate to assign these rights to EnerGov or perfect these rights in EnerGov's name. - 4. Installation Serv ices. mi1033110 Customer Initials: EnerGov Initials: 4.l EnerGov will deliver the EnerGov Software to Customer and install and configure such EnerGov Software ("Installation Services") in accordance with, and for the Fees set forth on, the Proposal. Notwithstanding the foregoing, all quoted installation dates, including dates related to terms such as "Installation", and "Completion of Training", on any Proposal or otherwise, are estimates only. 4.2The Installation Services shall not include any modifications to the EnerGov Software beyond what is described in the Proposal. Except as expressly provided in the Proposal, any modifications to the EnerGov Software requested by Customer and agreed upon by EnerGov shall be provided at EnerGov's current time and materials rate. 5. Training Services. EnerGov will provide on-site training services ("Training Services"), if any, in accordance with, and for the Fees set forth on, the Proposal. EnerGov and Customer shall schedule a mutually agreeable time to conduct the Training Services, 6. Support Services. Any EnerGov Software support services ("Support Services") shall be provided to Customer if Customer enters into a separate EnerGov Software Support Agreement ("Support Agreement'). Fees, Expenses, and Payment. 7.1 Customer agrees to pay to EnerGov: (i) the fees for the license of the EnerGov Software ("License Fees") in the amounts set forth on the Proposal; (ii) the fees for the Training Services ("Training Fees") in the amounts set forth on the Proposal; (iii)the fees for the Installation Services ("Setup and Installation Fees") in the amounts set forth on the Proposal; and (iv) the amounts indicated on the Proposal for travel and other expenses. 7.2 The aggregate sums of the Fees described in Section 7.1 shall be paid strictly in accordance with the payment schedule attached hereto as Schedule 1. Upon advance written notice to Customer, EnerGov may permit a third party to bill the Customer and may direct Customer to pay the Fees to a third party - Any Services provided by EnerGov at the request of Customer that are not listed or described in the Proposal shall be provided at EnerGov's current time and materials rate. Additionally, Customer shall reimburse EnerGov for all other expenses reasonably incurred in rendering on-site Services to Customer. 7.4 All Fees payable to EnerGov under this Agreement are net amounts to be received by EnerGov, exclusive of all taxes, whether federal, state, or local, however designated, that may be levied or based upon this Agreement or upon the Deliverables furnished hereunder (collectiyely, the "Taxes") and are not subject to offset or reduction because of any Taxes incurred by Customer or otherwise due as a result of this Agreement. Customer shall be responsible for and disclosure, publication or use of any Proprietary Information shall pay directly, any and all Taxes relating to the by Customer or any third party of which Customer becomes performance of this Agreement, provided that this aware or reasonably should become aware. Customer shall paragraph shall not apply to taxes based solely on assist EnerGov, to the extent reasonably necessary, in the EnerGov's income. procurement or protection of the rights of EnerGov to or in 7.5 All sums payable to EnerGov pursuant to these Terms any and all Proprietary Information. and Conditions which are past due shall accrue interest 8.3Notwithstanding Section 8.2 hereof, in the event that at the rate of 1.5% per month or the highest legal rate Customer becomes legally compelled (by deposition, allowed whichever is less, commencing with the date on interrogatory, request for production of documents, subpoena, which the payment was due. civil investigative demand or similar process) to disclose any of the Proprietary Information, Customer shall provide 8. Confidentiality. EnerGov with prompt prior written notice of such 8.1 For the purposes of this Agreement, (f) "Proprietary requirement so that EnerGov may seek a protective order or Information" means Trade Secrets and Confidential other appropriate remedy, and Customer will cooperate fully Information; (ii) "Trade Secrets" shall have the meaning with EnerGov's efforts to obtain any such order or other assigned thereto in Section 10-1-761 of the Official remedy. In the event that such protective order or other Code of Georgia Annotated, as amended from time to remedy is not obtained, Customer will furnish only that time; and (iii) "Confidential Information" shall mean portion of the Proprietary Information which Customer is any confidential and proprietary material, data, or advised by written opinion of counsel is legally required, and information (in whatever form or media) of EnerGov shall not be deemed to have breached Section 8.2 hereof which is of a special and unique nature and has tangible because of such limited disclosure of such Proprietary or intangible value including without limitation all non- Information. Customer's compliance with the Georgia Open public information pertaining to the Deliverables and Records Act shall not constitute a violation of this Section 8. information concerning or related to the business of EnerGov that could be used as a competitive advantage 9. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED by competitors if revealed or disclosed to such IN THIS AGREEMENT, ENERGOV MAKES NO competitors or to persons revealing or disclosing same WARRANTIES, REPRESENTATIONS, OR GUARANTEES, to such competitors; provided however, that WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, Confidential Information shall not include any CUSTOM, ORAL OR WRITTEN STATEMENTS, OR information which Customer can prove was or became OTHERWISE, WITH RESPECT TO THE ENERGOV generally known or available to the public (other than by SOFTWARE, DOCUMENTATION OR SERVICES OR THEIR reason of any violation by Customer or any other person CONDITION, MERCHANTABILITY, FITNESS FOR ANY of any written or other obligation of confidence). PARTICULAR PURPOSE OR USE BY CUSTOMER, 8.2 Customer agrees that, at all times during the term of this NONINFRINGEMENT, OR OF ERROR FREE AND Agreement, and (i) with respect to all Proprietary UNINTERRUPTED USE, ALL OF WHICH ARE HEREBY Information constituting Trade Secrets, for so long EXCLUDED AND DISCLAIMED IN ALL RESPECTS, thereafter as such Proprietary Information continues to constitute Trade Secrets (or for the period beginning on 10. Proprietary Rights Indemnification. the last day of the term of this Agreement and ending on 10.1 EnerGov will defend at its own expense any action against the fifth (5th) anniversary thereof, whichever is longer), Customer brought by a third party to the extent that the action and (ii) with respect to all Proprietary Information not is based upon a claim that the EnerGov Software directly constituting Trade Secrets, for the period beginning on infringes any United States copyright or misappropriates any the last day of the term of this Agreement and ending on Trade Secret (as defined in Section 8.1), and EnerGov will the fifth (5th) anniversary thereof, Customer (A) shall pay those costs and damages finally awarded against hold such Proprietary Information in strict confidence,. Customer in any such action that are specifically attributable (B) shall not directly or indirectly disclose, divulge or to such claim or those costs and damages agreed to in a publish to any third party any of such Proprietary monetary settlement of such action. Information, and (C) shall not directly or indirectly, on 10.2 EnerGov's obligations under Section 10.1 with respect to an behalf of Customer or any other third party, use any of action are conditioned on (i) Customer notifying EnerGov such Proprietary Information for any purpose other than promptly in writing of such action, (ii) Customer giving solely as permitted in this Agreement. Customer shall EnerGov sole control of the defense thereof and any related take all actions necessary to protect the Proprietary settlement negotiations, and (iii) Customer cooperating with Information against any unauthorized disclosure, EnerGov in such defense (including, without limitation, by publication or use. Customer shall immediately notify making available to EnerGov all documents and information EnerGov of any intended or unintended unauthorized in Customer's possession or control that are relevant to the mi1033110 Customer Initials: 3 EnerGov Initials: infringement or misappropriation claims, and by making Customer's personnel available to testify or consult with EnerGov or its attorneys in connection with such defense). 10.3 If the EnerGov Software becomes, or in EnerGov's opinion is likely to become, the subject of an infringement or misappropriation claim, EnerGov may, at its option and expense, either (i) procure for Customer the right to continue using the EnerGov Software, (ii) replace or modify the EnerGov Software so that it becomes non -infringing, or (iii) terminate Customer's right to use the EnerGov Software and give Customer a refund or credit for the License Fees actually paid by Customer for the infringing components of the EnerGov Software less a reasonable allowance for the period of time Customer has used the EnerGov Software. 10A Notwithstanding the foregoing provisions of this Section 10, EnerGov will have no obligation or otherwise with respect to any infringement or misappropriation claim based upon (i) any use of the EnerGov Software not in accordance with this Agreement or for purposes not intended by EnerGov, (ii) any use of the EnerGov Software in combination with other products, equipment, software or data not supplied by EnerGov, (iii) any use of any Release of the EnerGov Software other than the most current Release available to EnerGov customers, or (iv) any modification of the EnerGov Software made by any person other than EnerGov. 11. 11 d I mnty. Il.l Subject to the other limitations contained in this Agreement, EnerGov agrees to indemnify and hold harmless Customer, and Customer, to the extent if any allowed by law, agrees to indemnify and hold harmless EnerGov respectively, from any liabilities, penalties, demands, or claims finally awarded (including the costs, expenses, and reasonable attorney's fees on account thereof) that may be made by any third party for personal bodily injuries, including death, resulting from the indemnifying party's negligence or willful acts or omissions or those of persons famished by the indemnifying party, its agents, or subcontractors or resulting from the use of the EnerGov Software, Products, Installation Services and/or Training Services famished hereunder. EnerGov agrees to defend Customer, at Customer's request, and Customer, to the extent if any allowed by law, agrees to defend EnerGov, at EnerGov's request, against any such liability, claim or demand. Customer and EnerGov respectively agree to notify the other party promptly of any written claims or demands against the indemnified party for which the - indemnifying party is responsible hereunder. The foregoing indemnity shall be in addition to any other mi10331 ]0 Customer Initials: ,r� EnerGov Initials: indemnity obligations of EnerGov or Customer set forth in this Agreement. I1.2 If the indemnifying party fails to assume the defense of any actual or threatened action covered by this Section 11 within the earlier of (i) any deadline established by a third party in a written demand or by a court and (ii) thirty (30) days of notice of the claim, the indemnified party may follow such course of action as it reasonably deems necessary to protect its interest, and shall be indemnified for all costs reasonably incurred in such course of action; provided, however, that the indemnified party shall not settle a claim without the consent of the indemnifying party. 12, insurance. EnerGov has commercial general artd automobile liability insurance in such amounts as are set forth in Exhibit A (attached hereto) and shall maintain such insurance in amounts not less than the amounts indicated on Exhibit A while EnerGov performs the Installation Services and the Training Services on Customer's premises. 13. Disclaimer and Limitation of Liability. 13.1 NEITHER ENERGOV NOR ANY OF ITS DIRECTORS, OFFICERS, OR EMPLOYEES SHALL BE LIABLE FOR ANY (1) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE ENERGOV SOFTWARE, DOCUMENTATION OR SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON; (II) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY ENERGOV TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ENERGOV'S REASONABLE CONTROL; OR (III) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST ENERGOV MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE, 13.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER SECTION 10.1, LIABILITIES OF ENERGOV (AND ITS DIRECTORS,. OFFICERS, OR EMPLOYEES) UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO CUSTOMER'S DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ENERGOV UNDER THIS AGREEMENT. 13.3 Without limiting the foregoing, Customer agrees that neither EnerGov nor any of its officers, directors, agents, or employees (i) shall have any liability for errors or omissionsin the output of any EnerGov Software caused by inaccuracies of Customer's input, (ii) shall not be responsible for any loss of Customer's data, "downtime", loss or corruption of other software program files, whether arising in contract, negligence, strict liability, products liability, or otherwise and (iii) shall have any liability for (A) the acts or omissions of non-EnerGov personnel, agents or third parties, (B) misuse, theft, vandalism, fire, water or other peril or (C) any alterations or modifications made to the EnerGov Software by the Customer. 13.4 Customer acknowledges and agrees that the allocation of risks provided in this Agreement are reflected in the Fees charged pursuant to this Agreement are reasonable and appropriate under the circumstances. 14. Term and Termination. 14.1 The term of this Agreement shall be from the Effective Date until December 31, 2010, unless terminated earlier as provided for herein, provided that this Agreement, absent at least ninety (90) days prior written notice of nonrenewal provided by Customer to EnerGov, shall automatically renew for additional consecutive one (1) year terms on January I of each year following the expiration of each then -current term, and further provided that this Agreement shall terminate absolutely and without further obligation on the part of the City at the end of each calendar year. In no event shall this Agreement renew beyond December 31, 2015 at which time this Agreement shall terminate finally and without automatic renewal. Title to any supplies, materials, equipment, or other personal property shall remain in the Contractor until fully paid for by the City. 14.2 This Agreement may be terminated at any time upon the giving of written notice: (i) By EnerGov in the event that (A) Customer makes an assignment for the benefit of creditors, or commences of has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium, or (B) Customer breaches Sections 2, 3 or 8 of these Terms and Conditions or if Customer otherwise misuses the EnerGov Software or Documentation in contravention of this Agreement; or (ii) By either party in the event that the other party (A) fails to timely pay any amounts due pursuant to this Agreement and such failure is not cured within thirty (30) calendar days after written notice of such failure - is provided to the other party, or (B) fails to commence remedying any other breach of this Agreement within thirty (30) days after written H0331 10 Customer Initials: �� EnerGovinitials: /�- notice specifying such breach is provided to the other party, 14.3 Upon termination of this Agreement (i) either party shall be entitled to seek to recover any damages and obtain any additional rights and remedies set forth in this Agreement against the other party (if any) and (ii) Sections 3, 7, 8, 9, 10, 11, 13, 15, 20, 21 and 24 of these Terms and Conditions shall survive the termination of this Agreement. 15. Equitable Remedies. Customer acknowledges that each provision in this Agreement providing for the protection of Ener-Gov's Software, copyrights, source code and other Proprietary Information is material to this Agreement. Customer agrees that any threatened or actual breach of EnerGov's Software, copyrights, source code and other Proprietary Information by Customer shall constitute immediate, irreparable harm to EnerGov for which monetary damages is an inadequate remedy and for which equitable remedies may be awarded by a court of competent jurisdiction without requiring EnerGov to post any bond or any other security. If a court of competent jurisdiction should find that Customer has breached (or attempted or threatened to breach) any such provisions, Customer agrees that without any additional findings of irreparable injury or other conditions to injunctive relief, it shall not oppose the entry of an appropriate order restraining Customer from any further breaches (or attempted or threatened breaches). Nothing contained herein shall limit either party's right to any remedies at law, including the recovery of damages for breach of this Agreement. 16. Compliance With Laws. 16.1 EnerGov and Customer each shall strictly comply with all applicable laws and regulations relating in any way to the use of the Deliverables, including, but not limited to, obtaining licenses or permits and any other government approval. 16.2 Customer agrees that the EnerGov Software will not be exported directly or indirectly, separately or as part of any system, without the prior written consent of EnerGov and without fast obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government, as required. Without limiting the foregoing, Customer acknowledges that the EnerGov Software my contain encryption technology that may require a license from the U.S. State Department. 17. Publicity. All media releases, public announcements or other public disclosures by either party or their employees or agents relating to this Agreement or its subject matter shall be coordinated with and approved by an officer of the other party prior to release, Notwithstanding the foregoing, each patty hereby agrees the other party may use its name, URL and logo on its website and in its customer and partner lists for corporate and financial presentations. 18. Authority. Each part y represents and warrants to the other that it has the right to enter into this Agreement. 19. Assignment. Except as provided m the last sentence of this Section 19,Neither- Darty may assign or transfer its interests, rights or obligations under this Agreement whether by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of an authorized executive officer of the other party. Otherwise, any attempt to assign this Agreement by either party shall be null and void. Notwithstanding the foregoing. EnerGov may assign this Agreement without Customer's prior consent in the event of a merger or sale of all or substantially all of EnerGov's assets. 20. Governing Law and Venue. The validity, construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Georgia except as to its principles of conflicts of laws. Each party hereto hereby voluntarily (i) submits to personal, exclusive jurisdiction in the State of Georgia, with respect to any suit, action or proceeding by any person arising from, relating to or in connection with this Agreement, (ii) agrees that any such suit, action or proceeding shall be brought in in Fulton County, Georgia Superior Court, (iii) submits to the jurisdiction of such court, and (iv) irrevocably agrees not to assert any objection as to the venue of any such suit, action or proceeding in the court described above and any claim that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. 21. Costs and Attorneys' Fees. in any action, suit, arbitration, mediation or other similar proceeding brought by any party hereto for enforcement hereof or arising out of or relating hereto or breach hereof, the non -prevailing or unsuccessful party shall promptly pay directly, or promptly reimburse the prevailing or successful party for all costs and all consultants' and attorneys' fees and expenses, paid or incurred by the prevailing or successful party in enforcing this Agreement, in addition to other such relief as such prevailing or successful party may be entitled. For purposes of this Section, the determination of which party is to be considered the prevailing or successful party shall be decided by the court of competent jurisdiction or independent party (i.e., mediator or arbitrator) that resolves such action, suit, dispute, claim, or litigation. 22. Waiver. No waiver of breach or failure to exercise an y option, right, or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion. 23. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable under the laws of the mi1033110 Customer Initials: _,,,ln'�F000i EnerGov Initials: jurisdiction where enforcement is sought, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of EnerGov and Customer shall be construed and enforced accordingly. 24. Notices. All notices, demands, or other communications herein provided to be given or that may be given by any party to the other shall be in writing and delivered to such party at the address set forth on the signature page of this Agreement or at such other address as such party may hereafter designate to the other party in accordance herewith, which other address shall not be effective for purposes hereof until the receipt of same by such other party as designated below. All such notices, demands, or other communications given in accordance herewith shall be deemed to have been given and received (i) on the date of receipt if delivered by hand; (ii) on the earlier of the date of receipt or the date five (5) business days after depositing with the United States Postal Service if mailed by United States registered or certified mail, return receipt requested, fast class postage paid and properly addressed; or (iii) on the next business day after depositing with a national overnight courier service if sent by national overnight courier service, priority delivery, properly addressed. 25. Incorporation of Exhibits and Other Attachments. Any Schedules, Exhibits or Proposals referred to in this Agreement and attached hereto are integral parts of this Agreement and are incorporated herein by this reference. 26. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of EnerGov and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 27. Counterparts. This Agreement may be executed simultaneously in hyo (2) of more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 2S.Delivery of Electronic Copy of Executed Agreement. The parties agee that electronic transmission via facsimile or email [o the other party of a copy of this Agreement bearing such party's signature shall suffice to bind the party transmitting same to this Agreement in the same manner as if an original signature had been delivered. Without limitation of the foregoing, each party who electronically transmits an executed copy of this Agreement via facsimile or email bearing its signature covenants to deliver the original thereof to the other party as soon as possible thereafter. Schedule I Payment Schedule In accordance with the terms of this Agreement, the following payment schedule will be adhered to for the Products and Services rendered by EncrGOv. 1. Payment Schedule L 1 Customer agrees to timely pay all Fees as outlined below. Due Date Amount Description Contract Signing $78,975.00 Cos[ of Softwaze Licensing Assess Milestone $18,468.20 20% of implementation costs due at July 1 of every year $3,487 the Assess Milestone Define Milestone $18,468.20 20% of Implementation costs due at the Define Milestone Completion of Configuration $18,468.20 20% of Implementation costs due and UAT Milestone upon Completion of Configuration and UAT Milestone Training Milestone $18,468.20 20%of implementation costs due at Com IetionofTrainin Milestone Go -Live /Project Completion $18,468.20 20% of Implementation costs due Milestone u on ro'ect wm letion * All payment terms are net 30 unless otherwise indicated. Payment Schedule for Support Fees - (due upon completion of the Installation of the Software ** ) Due Date 1.2 EnerGov may issue temporary Amount Description January 1 of every year $3,487 Sothvare Support/Maintenance I" Qtr. April 1 of every year $3,487 Software Support/Maintenance 2° Qtr. July 1 of every year $3,487 Software Support/Maintenance 3` Qtr. October 1 of every year $33487 Sofhvare Support/Maintenance 4 Qtr. Registration Codes to enable to the Customer's use of the EnerGov Software prior [o receiving payment in full from the Customer in aceor�3ance with the terms of this Agreement. Any temporary Registration Codes issued will expire on the due dates listed above unless EnerGov has timely received each applicable payment on or before each applicable due date. Customer acknowledges and agrees that that the EnerGov Software will no[ operate in the event the temporary Registration Codes expire. EnerGov will issue Permanent Registration Codes only after payment is received in full. 1.3 EnerGov assumes no responsibility for delays caused by the United States Postal Service or any other delivery service. 1.4Interest will be charged by EnerGov on overdue amounts not paid to EnerGov as provided hereunder at the rate of ONE AND ONE-HALF PERCENT (1-1/2%)per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due. ** Support Fees in this Schedule do not include Support Fees for proposed Asset Management Suite al $3,149/Quarter. These fees begin upon completed implementation of the Asset Management Suite. mi1033110 Customer Initials:1�(/, EnerGov Initials: Exhibit A Insurance (Attached hereto) mi1033110 Customer Initials: EnerGov Initials: /!/!moi j k - - !)\);$0;; c ~00 \ % ! � � ■ !! - ! !; ¥� ! � K « r 2 � |i !)!$ !!| ;ti$' �® E ! ))� : „ ' ; 2 )cd ,! A /( < f( SOFTWARE SUPPORT AGREEMENT Contract Number-mi1033110-SSA THIS SOFTWARE SUPPORT A�REEMENT ("Suppo Agreement") is made this 3 day of rZ 2010 by and between EnerGov S—olutions, LLC a Georgia limited liability company ("EnerGov")and -the City of Milton, Georgia ("Customer"). BACKGROUND EnerGov has licensed Customer certain of EnerGov's proprietary software in accordance with that certain Master Customer Agreement dated/%+7 3 .2010 by and between EnerGov and Customer (the "Master Customer Agreemenf'). Customer desires to have EnerGov support such sofhvare and EnerGov desires [o support such software for Customer under the terms and conditions set forth herein. IN CONSH)ERATION of the foregoing and the mutual covenants set forth herein, and intending to be legally bound, the parties agree as follows: 1. Definitions. The following words shall (rave the following meanings when used in [his Support Agreement: "Error" means a substantial reproducible failure of the EnerGov Software to conform [o the specifications set forth in the applicable end user Documentation. "Error Correction" means either a modification or addition to, or deletion from the EnerGov Software that, when made to EnerGov Softwaze, establishes the substantial conformity of such EnerGov Software to the specifications therefore as set forth in the applicable end user Documentation, or a procedure or routine that, when observed in the regular operation of the EnerGov Software, eliminates the practical adverse of%ct of such Erzor on Customer. "Major Release" means a revision [o the EnerGov Software indicated by a change in [he fust digit of the version number. "Minor Release" means a revision to the EnerGov Sothvaze indicated by a change in the second digit of the version number. "Release" means either a Major Release or Minor Release. "Support Services" shall mean the services described in Section 3 of this Support Agreement. Contract Number- miI0331 IO -SSA Customer Initials EnerGov initials��s C/ Any capitalized terms not defined in this Support Agreement shall have the meaning set forth in the Terms and Conditions of the Master Customer Agreement. 2. EnerGov's Obligations. 2.1 In consideration of Customer's performance hereunder, EnerGovshal bender the Support Services pursuant to Section 3. 2.2 All Support Services performed by EnerGov under this Support Agreement shall be performed by EnerGov in a professional manner meeting or exceeding the industry standard. EnerGov does not warrant that the Support Services or EnerGov Sottwaze will be uninterrupted or erzor free. 2.3 The parties acknowledge and agree that, notwithstanding anything to the contrary herein contained, EnerGov shall not support or maintain any hardwaze or any third party software. 3. Support Services. 3.1 During [he term of this Support Agreement, and subject [o the terms and conditions of this Support Agreement, EnerGov shall provide the following. Support Services to the Gtirstomer with respect to any EnerGov Software licensed to the Customer: 3.1.1 Unlimited Phone Sunoort. The Customer shall have unlimited access to phone support during the hours of operation by calling I-888-355-1093, or a toll free number in use at the time requesting support. Haurs of opemtion are Sam to Bpm (EST). 3.1.2 Unlimited Email Sunoort. The Customer shall have unlimited access to email support by emailing support@energov.com, or a mutually agreeable email address designated for support. Email will be monitored only during normal hours of opemtion. 3.1.3 Free Uperades. EnerGov shall make available [o the Customer from time to tune each Minor and Major Release of the EnerGov Software without additional charge to its customers who have continuously paid for Softwaze Support since Customer's initial purchase of all EnerGov Software. 3.1.4 Remote Support. The Customer is entitled to dial in support during normal hours of operation. EnerGov will often utilize thud party software products to dial into a client workstation. Examples of third party vendors are PC Anywhere and BLive. The Customer is not required to purchase any additional software or incur any expense to utilize this type of support. Customer agrees to install such third party sofi_ware furnished by EnerGov as may be necessary to facilitate dial in support. 3.2 Response Time. EnerGov shall be responsible for the handling of all support issues, whether written or oral. All support issues are entered into the EnerGov tracking database and will be handled as efficiently as possible and in a reasonably timely manner. Support issues that indicate an Error will be given higher priority and will be handled prior to non-critical issues. EnerGov does not guarantee a resolution time beyond the fact that iI will work diligently to resolve all customer issues and concerns as quickly as possible. 3.3 Notwithstanding any other provisions in this Support Agreement, EnerGov shall provide Support Services only with respect to the two (2) most recent Major Releases of any EnerGov Software. 3.4 Notwithstanding any other provisions in this Support Agreement, EnerGov is not obligated to provide custom modifications to the EnerGov Software for the purpose of providing additional functionality or performance beyond that which is described in the Proposal. 3.5 Title to all Releases, Error Corrections, fixes, enhancements, and other Proprietary Information sha II remain solely and exclusively with EnerGov and shall be subject to the Terms and Conditions of the Master Customer Agreement governing the license for the EnerGov Software supported hereunder. 4. Out of Scope Problems. 4.1 This Support Agreetnent only covers the Support Services described in Section 3. Without limiting the foregoing, the following items are not covered by this Support Agreement: (A) Error s resulting from breach of the software license, misuse, negligence, revision, modification, or other improper use by Customer or any other person or entity of the EnerGov Software or any portion thereof; (B) Failure by Customer to timely install Error Corrections or Releases provided to Customer by EnerGov from time to time; (C) EnerGov Software installed on any equipment other than the Designated System or used with any software not specified in the applicable end user Documentation; (D) Errors or other problems caused by viruses; (E) Any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software; or (F) On-site service visits to Customer's offices or other facilities. 4.2 Any time incurred by EnerGov in diagnosing or fixing problems that are not caused by the EnerGov Sofhvare, or are not covered by this Support Agreement, are billable to the Customer at EnerGov's then -existing rates for such services with a one-hour minimum per call. 4.3. Any travel and expenses incurred in conjunction Contract Number— miI0331 1 0 -SSA Customer Initials �� EnerGov Initials //// L with out of scope support shall be billed to Customer at EnerGov's actual costs, provided all such travel and expenses shall be approved by Customer in advance. 5. Term of Support Agreement. This Support Agreement shall become effective upon its execution and continue for a one (1) year term (the "Initial Term"), unless terminated earlier as provided for herein. Thereafter, it shall continue on a year-to-year basis, until terminated by either party thirty (30) days prior to the anniversary date of this Support Agreement or any renewal term. Notwithstanding the foregoing, (i) the Customer may terminate the Support Services at any time for convenience by providing EnerGov with written thirty (30) days notice; and (ii) EnerGov may terminate this Support Agreement in the event the Customer fails to timely pay any amounts due pursuant to this Support Agreement and such failure is not cured within fifteen (15) calendar days after written notice of such failure is provided to the Customer. 6. Fees for Support Services. Customer shall pay to EnerGov the fees for the Support Services ("Support Fees") in the amounts set forth on the Proposal attached hereto. The initial Support Fees are due upon completion of the Installation of the EnerGov Software. Thereafter, all Support Fees are payable ten (10) days before each successive quarterly period (i.e., 10 days before January, April, July and October, as applicable). After the Initial Term, EnerGov may modify from time to time the amount of the fees charged for the Support Services by providing Customer with written sixty (60) days notice. In the event that the Customer purchases additional licenses of any additional EnerGov Software, the parties agree to either amend this Support Agreement [o add the additional Support Fees related to such additional EnerGov Software or execute a new Support Agreement with respect to such additional EnerGov Software. All sums payable to EnerGov pursuant to this Support Agreement which are past due shall accrue interest at the rate of 1.5% per month or the highest legal rate allowed whichever is less, commencing with the date on which the payment was due. 7. Confidentiality. Proprietary Information provided by either party to the other under this Support Agreement shall be kept confidential in accordance with the terms of Section 8 of the Master Customer Agreement, 8. Limitation of Liability and Disclaimer of Warranty. 8.1. In no event shall EnerGov be liable for any special,- indirect, incidental, punitive, or consequential damages, including loss of profits arising from or related to the breach of this Support Agreement. 8.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SUPPORT AGREEMENT, IN THE EVENT ANY REMEDY FAILS OF ITS ESSENTTAL PURPOSE, ENERGOV'S LIABILITIES UNDER THIS SUPPORT AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY RECEIVED IIY ENERGOV PURSUANT TO THIS SUPPORT AGREEMENT. 8.3 EXCEPT AS SET FORTH IN SECTION 2.2, ENERGOV MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ENERGOV SOFTWARE OR SUPPORT SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY CUSTOMER. ENERGOV FURNISHES THE WARRANTIES IN SECTION 2.2 IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Assignment. Except as provided in the last sentence of this Section 19, NeitlteFoeither party may assign or transfer its interests, rights or obligations under this Support Agreement whether by written agreement, merger, consolidation, operation of Law, or otherwise, without the prior written consent of an authorized executive officer of the other party. Otherwise, any attempt to assign this Support Agreement by either party shall sbe null and void. Notwithsta may nding the in writing EuerGov massign this Agreement without Customer's prior consent in the event of a merger or sale of all or substantially all of EnerGov's assets. 10. Amendments. Amendments, modifications, or supplements to [his Support Agreement shall be permitted, provided all such changes shall be in writing signed by the authorized representatives of both parties, and all such changes shall reference this Support Agreement and identify the specific articles or sections of this Support Agreement that is amended, modified, or supplemented. Il. Notices. All notices, demands, or other communications herein provided to be given or that may be given by any party to the other shall be in writing and delivered to such party at the address set forth on the signature page of this Support Agreement or at such other address as such party may hereafter designate to the other party in accordance herewith, which other address shall not be effective for purposeshereof until the receipt of same by such other party as designated below. All such notices, demands, or other communications given in accordance herewith shall be Contract Number- mi1 e33110-SSA Customer Initials „� EnerGov Initials deemed to have been given and received (i) on the date of receipt if delivered by hand; (ii) on the earlier of the date of receipt or the date five (5) business days after depositing with the United States Postal Service if mailed by United States registered or certified mail, return receipt requested, first class postage paid and properly addressed; or (iii) on the next business day after depositing with a national ovemight courier service if sent by national ovemight courier service, priority delivery, properly addressed. 12. Obligations that Survive Termination. The parties recognize and agree that the obligations of the other party under Sections 7, 8, 13 and 15 of this Support Agreement, shall survive the cancellation, termination, or expiration of this Support Agreement. 13. Governing Law. The validity, constmetion, interpretation, and performance of this Support Agreement shall be governed by and construed in accordance with the domestic laws of the State of Georgia except as [o its principles of conflicts of laws. Each party hereto hereby voluntarily (i) submits to personal, exclusive jurisdiction in the State of Georgia, with respect to any suit, action or proceeding by any person azising ftom, relating to or in commection with this Support Ageement, (ii) agrees that any such suit, action or proceeding shall be brought in Fulton County, Georgia Superior Court, (iii) submits to the jurisdiction of such court, and (iv)irrevocably agrees not to assert any objection as to the venue of any such suit, action or proceeding in the court described above and any claim that any such action, suit or proceeding brought in such court has been brought in an inconvenient foram. 14. Authority. Each party represents and warrants to the other that it has the right to enter into this Agreement. 15. Costs and Attorneys' Fees. In any action, suit, arbitration, mediation or other similar proceeding brought by any party hereto for enforcement hereof or arising out of or relating hereto or breach hereof, the non -prevailing or unsuccessful party shall promptly pay directly, or promptly reimburse the prevailing or successful party for all costs and all consultants' and attorneys' fees and expenses, paid or incurred by the prevailing or successful party in enforcing this Support Agreement, in addition to other such relief as such prevailing or successful party may be entitled. For purposes of this Section, the determination of which party is to be considered [he prevailing or successful party shall be decided by the court of competent jurisdiction or independent party (i.e, mediator or _ arbitrator) that resolves such action, suit, dispute, claim, or litigation. 16. Waiver. No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Support Agreement on any occasion or occasions shall be construed to be a waiver of the sante or any other option, right or privilege on any other occasion. 17. Severability. If any o provisions ofthis Support Agreement shall be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Support Agreement but rather the entire Support Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of EnerGov and Customer shall be construed and enforced accordingly. 18. Counterparts. This Support Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 19. Delivery of Electronic Copy of Executed Agreement. The parties agree that electronic transmission via facsimile or email to the other party of a copy of this Support Agreement bearing such party's signature shall suffice to bind the party transmitting same to this Support Agreement in the same manner as if an original signature had been delivered. Without limitation of the foregoing, each party who electronically transmits an executed copy of this Support Agreement via fats mile or email bearing its signature covenants to deliver the original thereof to the other party as soon as possible thereafter. 20. Entire Agreement. This Support Agreement and the Master Customer Agreement constitute the entire agreement between the parties hereto and replaces and supersedes all prior agreements, written and oral, relating [o the subject matter hereof, between the parties to this Support Agreement, IN WITNESS WHEREOF,. the parties have executed this Support Agreement. under seal as of [he day and year first written above. ENERGOV SOL6TIONS. LLC Title: Executive Vice President Address: � Addre ss: 2160 Satellite Blvd., Ste. 300 Duluth, GA 30097 Contract Number — mi 10331 I OSSA GLstomer Initials _�_� EnerGov Initials/ `� 5 EXHIBIT B [INSERT FIRST AMENDMENT TO AGREEMENT WITH TYLER TECHNOLOGIES] 1 First Amendment This document (the “Amendment”) amends Contract number 2010-0051, dated April, 19, 2010 (“Agreement”) between Tyler Technologies, Inc., a Delaware corporation (“COMPANY”), and the City of Milton, Georgia, a political subdivision of the State of Georgia acting by and through its City Council and Mayor (“CLIENT”). This Amendment is effective as of the date of signature of the last party to sign (“Effective Date”). COMPANY and CLIENT agree to amend the Agreement as follows: 1. Pursuant to Section 1.6(c) of the Agreement, this Amendment, along with the Purchase Order, attached hereto as Exhibit A and incorporated herein by reference, and description of the Incode Business Licenses software, attached hereto as Exhibit B and incorporated herein by reference, are hereby added to the Agreement. The terms and conditions contained in this Amendment and the exhibits attached hereto shall take precedence over any terms or conditions presently contained in the Agreement. 2. The terms “software”, “software products”, and “products” as used in the Agreement, CLIENT’S use of which is described below, shall be understood to include the software products described in Exhibits A and B, attached hereto, as well as the EnerGov Business License Module until such time as the EnerGov Business License Module is replaced by the Incode Business Licenses software, which shall occur as provided in Section 7 of this Amendment. 3. The term “services” as used in the Agreement shall be understood to include the services described in Exhibits A and B, attached hereto. 4. The amount shown for travel expenses in Exhibit A is an estimate. Travel will be billed in accordance with the terms of the Agreement, as may be amended hereby. 5. COMPANY shall provide an invoice to the CLIENT for the Software License Fees shown in Exhibit A as follows: (a) 25% upon the Effective Date of this Amendment; (b) 60% upon delivery of the software products; and (c) 15% upon the earlier of: (i) COMPANY’s verification of the software products; (ii) CLIENT’s completion of its own validation process; or (iii) CLIENT’s live processing (each as set forth in Section 2.3 of the Agreement). In no case shall this period exceed one hundred-eighty (180) days from installation of the Incode Business Licenses software. 6. Invoicing of Annual Software Maintenance Fees. All Annual Software Maintenance Fees (“Maintenance Fees”) under the Agreement and this Amendment shall be invoiced on October 1 of each year (the first day of the CLIENT’S fiscal year), beginning October 1, 2015. Currently owing 2 Maintenance Fees under the Agreement will be prorated through the remainder of 2014 and from January 1, 2015 through September 30, 2015, and an invoice for this prorated amount shall be issued on January 1, 2015. Notwithstanding the above or any conflicting terms in this First Amendment, the Property Tax Online Component and Basic Network Support Service shall continue to be billed monthly and quarterly (respectively). 7. Maintenance Fees shown in Exhibit A shall include coverage for the EnerGov Business License Module and Incode Business License software, provided that coverage for the EnerGov Business License Module shall terminate upon such software being replaced by the Incode Business Licenses software described in Exhibit B of this Amendment, at which time coverage for the Incode Business License software shall commence. This software replacement shall be considered to have occurred upon the earlier of (i) COMPANY’s verification of the Incode Business Licenses software, (ii) CLIENT’s completion of its own validation process related to the Incode Business Licenses software; (iii) CLIENT’s live processing of the Incode Business Licenses software, provided that in no case shall this replacement occur after April 30, 2015 [e1]or by extension as agreed by the parties in writing. 8. Maintenance Fees for subsequent years are subject to change, provided that COMPANY shall provide written notice to the CLIENT of any such changes at least forty-five (45) days prior to any Agreement renewal, and changes to the Maintenance Fees shall become effective only upon subsequent renewal of the Agreement. All Maintenance Fees will be due October 1 of each year (except as provided in Section 6 above), unless the Annual Software Maintenance Agreement is terminated in writing by either party at least thirty (30) days prior to the end of the then-current maintenance term. 9. Maintenance services shall be provided for all software pursuant to the terms of the Agreement. 10. All payment terms are net thirty (30) days of CLIENT’s receipt of the invoice. 11. COMPANY shall provide Incode Customer Support services as described in Exhibit E attached hereto and incorporated herein by reference, and COMPANY shall notify CLIENT in writing of any changes to the Incode Customer Support services at least forty-five (45) days prior to any Agreement renewal, and any such changes shall become effective only upon subsequent renewal of the Agreement. Further, COMPANY shall provide a written quote to CLIENT for any additional costs or expenses (including but not limited to travel expenses and additional services provided on an hourly basis or based upon then-current market rates), which quote must be approved in writing by the CLIENT prior to such additional costs or expenses being incurred. 12. The CLIENT retains the right to dispute any improper invoice upon receiving evidence that amounts charged in such invoice were improper; provided that CLIENT agrees to review each invoice within fifteen (15) days of receipt and promptly notify COMPANY of any improper charges upon becoming aware of same. COMPANY retains the right to suspend service under the Agreement and this First Amendment, including maintenance, if CLIENT fails to pay any invoice not disputed as provided herein within sixty (60) days of the date invoice is received. 13. The Term of the Agreement shall terminate September 30, 2020; provided that the parties agree that the Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the CLIENT on September 30 of each fiscal year of the Term, and further, that the Agreement shall automatically renew on October 1 of each subsequent fiscal year absent the CLIENT’S provision of written notice of non-renewal to COMPANY at least thirty (30) calendar days 3 prior to the end of the CLIENT’S fiscal year. Title to any supplies, materials, equipment, or other personal property shall remain in COMPANY until fully paid for by the CLIENT. 14. Any changes to the Agreement shall only be effective upon execution of a written instrument by both of the parties hereto. 15. E-Verify. Pursuant to O.C.G.A. § 13-10-91, the CLIENT shall not enter into a contract for the physical performance of services, unless the COMPANY shall provide evidence on CLIENT-provided forms, attached hereto as Exhibits C and D (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16 -10-71), that it and COMPANY’S subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. The COMPANY hereby verifies that it has, prior to executing this AMENDMENT, executed a notarized affidavit, the form of which is provided in Exhibit C, and submitted such affidavit to CLIENT. Further, COMPANY hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the COMPANY employs or contracts with any subcontractor(s) in connection with the covered Agreement, the COMPANY agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit D, which subcontractor affidavit shall become part of the contractor/subcontractor agreement. If a subcontractor affidavit is obtained, Consultant agrees to provide a completed copy to the CLIENT within five (5) business days of receipt from any subcontractor. The COMPANY and COMPANY’S subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the Agreement. COMPANY agrees that the employee-number category designated below is applicable to the COMPANY. _X___ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. COMPANY hereby agrees that, in the event COMPANY employs or contracts with any subcontractor(s) in connection with the Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the COMPANY will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 4 16. Title VI. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the COMPANY agrees that, during performance of the Agreement, COMPANY, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, COMPANY agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under the Agreement. 17. Independent Contractor. COMPANY hereby covenants and declares that it is engaged in an independent business and agrees to perform the services described in the Agreement and in this Amendment as an independent contractor and not as the agent or employee of the CLIENT. Nothing in the Agreement shall be construed to make the COMPANY or any of its employees, servants, or subcontractors an employee, servant or agent of the CLIENT for any purpose. The COMPANY agrees to be solely responsible for its own matters relating to the time and place the services are performed and the method used to perform such services; the instrumentalities, tools, supplies and/or materials necessary to complete the services; hiring of consultants, agents or employees to complete the services; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. The COMPANY agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of the Agreement. There shall be no contractual relationship between any subcontractor or supplier and the CLIENT by virtue of the Agreement with COMPANY. Any provisions of the Agreement that may appear to give the CLIENT the right to direct COMPANY as to the details of the services to be performed by COMPANY or to exercise a measure of control over such services will be deemed to mean that COMPANY shall follow the directions of the CLIENT with regard to the results of such services only. It is further understood that the Agreement is not exclusive, and the CLIENT may hire additional entities to perform the services related to the Agreement. 18. Insurance. The COMPANY shall have and maintain in full force and effect for the duration of the Agreement commercially reasonable levels of insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services described in the Agreement by the COMPANY, its agents, representatives, employees or subcontractors. 19. Records Maintenance. (a) All records, documents, and similar materials relating to the services performed for the CLIENT under the Agreement (“Records”) shall be established and maintained by the COMPANY in accordance with reasonable requirements prescribed by the CLIENT with respect to all matters covered by the Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to COMPANY by CLIENT under the Agreement. Furthermore, Records that are the subject of an audit pursuant to Section 19(b) shall be retained for three (3) years or until any issues resulting from that audit have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of the Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, 5 payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to the Agreement shall be clearly identified and readily accessible. CLIENT may, at its own expense, audit COMPANY’s Records relating directly to the contract once per year on one week’s advance written notice. 20. Notices. All notices, requests, demands, writings, or correspondence, as required by the Agreement, shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the party at the address given below, or at a substitute address previously furnished to the other party by written notice in accordance herewith: NOTICE TO THE CLIENT shall be sent to: City Manager City of Milton Milton City Hall 13000 Deerfield Parkway, Suite 107 Milton, GA 30004 NOTICE TO THE COMPANY shall be sent to: Local Government Division Tyler Technologies, Inc. 5519 53rd Street Lubbock, Texas 79414 Attention: Brett Cate All terms and conditions of the Agreement not herein amended or superseded shall remain in full force and effect. IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Addendum hereunto executed this Addendum effective as of the date last set forth below. [SIGNATURES ON FOLLOWING PAGE] 6 CLIENT: COMPANY: City of Milton, Georgia Tyler Technologies, Inc. By: By: Name: Name: Title: Title: President Date: Date: [CITY SEAL] [CORPORATE SEAL] Attest: Attest: _______________________________ ______________________________ Print: __________________________ Print: _________________________ Its: City Clerk Its: Executive Vice President_____ 7 Exhibit A [INSERT PURCHASE ORDER] ••::®• tyler •• technologies �r®p®sal Local Government Division Invision Business License With Conversion Presented to: Stacey Inglis Asst. City Manager City of Milton 1300 Deerfield Pkwy St. 107 G Milton, GA 30004 (678) 242-2508 stacey. inglis@cityof m iltonga. us Proposal date: October 20, 2014 Submitted by: DK Robertson (800) 646-2633 dk.robertson@tylertech.com Tyler Technologies Local Government Division 5519 53rd Street Lubbock, Texas 79414 Investment Summary Stacey Inglis City of Milton October 20, 2014 ••: ID : 0tyler •• technologies Investment Breakdown Proposal Valid for 120 days Sotiware Investment Annual Fees License Fees (Existing Customer) 41400 4,400 Professional Services Investment Implementation Services (Existing Customers) 4,000 Conversion Services 61500 10,500 Project Total 149900 Estimated Travel Expenses 1,696 Software Licenses Stacey Inglis City of Milton october20,2014 Appliwtipn Soltware servicetl oTY Hours Services License Fee .. tyler E4tlmatetl annual Services Maintenance Incotle Customer Helatlonship lAaiwgemenl Suite 4;400 4,000 1,100 Business License 4,400 32 4,000 Incode Application Subtotal Application and System Software Total 32 4,000 32 4,000 r J:lrr1� 4,000 ,1W 9,000 14100 Professional Services 6laceyinglia 860006. tyler City of Milton • tect ogles October 20, 2014 estimated Conversion Services CITY Programming Fee "Ours Services Conversion Fee Permitting &Licensing 6,500 Licensing 2,500 16. 2,000 - License Master (includes contacts & properties) Transactions (2 years i currem) 13000 6 1,000 Conversion SeMces Tolel 3,500 24 3,000 6,500 8 Exhibit B [INSERT DESCRIPTION OF THE INCODE BUSINESS LICENSE SOFTWARE] Ing®d� Business License Tyler's INCODE Business license automates the issuing and tracking of various licenses and permits handled by agencies. It provides flexible searching for easy information retrieval and allows multiple license types to be defined for usage. Additional flexibility allows for user -defined data attributes per license type, giving the system the flexibility needed to handle miscellaneous registrations as well as licenses and flat fee and parameter -driven fee calculations. This module integrates with Tyler's INCODE Properly and Contact Management consoles. It also processes payments received through INCODE Centralized Cash Collections, transfers refunds to INCODE Accounts Payable, and updates to the INCODE General Ledger. Information &Reports • Collects license information, including business name and address, multiple contacts, taxpayer ID number, and contractor information. • Integrates fully with building contractors. • Calculates jurisdictional discounts, penaltiesI tax, and interest automatically upon payment for license renewals based on due dates. • Allows users to associate NAICS codes at the fee level. • Maintains a detailed history of actions for each license including charges, payments, adjustments, and penalties. • Generates various standard reports with filter -driven parameters that allow for targeting of specific data. • Supports miscellaneous registration items. • Captures user -defined data elements by license type. • Provides a Fee Detail Report which includes input amounts for each license as well as the input total for all licenses on the report. • Integrates with INCODE Business License Online web services application. • Integrates with Microsofte Office for letter generation and data analysis. Transaction Effieieney • Produces automated license renewals and provides the option to renew licenses at the time of payment from the INCODE Cash Collections module. • Manages the business license lifecycle including issuance, charges, collection, and re -issuance. • Increases license renewals by automatically generating renewal letters with varying content based on selection. Empowering people who serve the public ...Confirmed an Reverse I p ,'!��(' i wwwAylertech.com ®®o oSoo It y!] e 9 00 techncicaies info`rtylertech.com Incode Business License User Friendly • Quick searches by license number, name, status, type, secondary contact information, user -defined data, and more. • Flexible renewal processing, supporting both single and batch renewals. • Offers flexible options for handling refunds: process credit memos or refund checks in the Business License module or transfer refund transactions to INCOOE Accounts Payable for issuance of refund checks. • User -defined rates and renewal periods, providing the control to fit your business needs. • Easy and flexible built-in reporting tools and license printing capabilities. • Seamless system -wide integration. For more information, visit vnnv.tylertech.com 0 ••©©©° tyler Empowering peoVle who servethe puhlic•••.o • technologies 9 Exhibit C STATE OF GEORGIA COUNTY OF FULTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 - 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Contractor _________________________________ Name of Project _________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ 10 Exhibit D STATE OF GEORGIA COUNTY OF FULTON SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of servi ces under a contract with _______________________ (name of contractor) on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13 -10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub - subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Subcontractor _________________________________ Name of Project _________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ 11 Exhibit E [INSERT TYLER TECHNOLOGIES INCODE CUSTOMER SUPPORT INFORMATION] 0 •°0° 0 000 tyler 0 technologies Incode Customer Support 1 About Incode Customer Support Support Availability Incode Customer Support consists of four functional areas: • Financial Modules — General Ledger, Accounts Payable, Payroll, Fixed Assets, Budgeting, Check Reconciliation, etc. • CIS/CRM Modules — CIS includes Utility Billing, Cash Collections, Handhelds, and Service Orders; CRM includes Accounts Receivable, Business License, Building Projects, Call Center, Cemetery Records, and Sales Tax. • Court Case Management • Tyler Public Safety (TPS) Each functional area consists of four levels of personnel: (1) Front line Customer Support Representatives are assisted by (2) Advisors — senior representatives — and both are managed by (3) Team Leaders. These Team Leaders report to the (4) Support Group Managers. 2 Contactine Incode Customer Support Incode Customer Support can be contacted by 1. Email — Great for low priority and project -type issues 2. Chat — Useful for quick help and allows you to do other tasks while we resolve your issue 3. Internet — Best for low priority and project -type issues 4. Telephone — Great for complex questions 2.1 Email Support at Incode.Supportna tvlertech.com 1. From any Incode window, click Help on the mean bar and select Support > Email to open an email message with this address. The entail message must contain the following information: • Area of support (use the list above as a reference for functional areas) • Question • Priority • Priority I —Critical (system is currently down) • Priority 2 —High (need immediate assistance) • Priority 3 — Medium (respond within one day) • Priority 4 —Non-critical Copyright 2014 Tyler Technologies, Inc. All Rights Reserved • Your contact information • Screen prints or attachments (as necessary) 2. Your email will be received and logged by hmode Support, and an incident number will be assigned. You will receive an email reply from Incode Support with the incident number. 2.2 Chat with a Support representative online at www.tvlertech.com. Log in to tylertech.com and click Client Support> Incode> Live Support to chat with a Support team member via instant message. Just click on the area of support needed and follow the prompts. 2.3 Create a Support incident online at mvw.tvlertech.com. Log in to tylertech.com and click Online Support Incidents > Enter Online Support Incidents > Add a new support incident. Follow the prompts to log a new incident with Incode Support. You will receive an incident number after you click Submit. 2.4 Call Support toll-free at 1-800-646-2633. • Press I for Support • Press 1 for Incode Support (Financials, Cash Collections, Utility Billing, Citizen Services, and Municipal Court) o Press l for Financials o Press 2 for Cash Collections o Press 3 for Utility Billing o Press 4 for Citizen Services o Press 5 for Municipal Court • Press 2 for Tyler Public Safety • Press 3 for Imaging Support (Tyler Content Manager) • Press 4 for Version 10 Support (V.X Financials, V.X CRM, and V.X Court) o Press 1 for V.X Financials Support o Press 2 for V.X CRM Support (Cashiering and Utility Billing) o Press 3 for V.X Court • Press 0 for an Operator • Press 2 for an Existing Incident The average hold time is approximately 5 minutes. This time may increase at critical times such as fiscal year end, quarter end, and calendar year end due to the volume of calls received. 3 Incident Manasrement and Escalation Incode Support takes great pride in serving our clients and being responsive to support issues. Exceeding our clients' expectations is our constant goal We closely monitor all support metrics and report them to Executive Management on a weekly basis. In addition, our Support Team Leaders monitor Support response and resolution times on a daily basis. There may be times when support incidents need more attention or a faster response. We encourage our clients to communicate the level of urgency or priority of support issues so that we can respond to incidents appropriately. A support incident can be escalated by any of the following methods: Copyright 2014 Tyler Technologies, Inc. All Rights Reserved I. Use any of the support channels mentioned in the "Contacting Incode Customer Support" section above to request an escalation. 2. Access the client support portal at wkvu.tvlertcch.com. a. Click Online Suppm•t Incidents. b. In the incident grid, click the incident you need to escalate to open it. c. Mark the Escalate the prim•ity of this incident chcckbox at the bottom ofthe incident detail page. This sends an email notifying the Support team to escalate the incident. 3. Alternatively, you can escalate the support incident through the management chamrels outlined below. blodule(s)/Areats) � _ S_ toff Member_ Cathy Curtis Title _ _ __ Team Leader Director of Support ( Direct 806.791.8226 Line Incode Financials 806.791.8251 V.X Financials Michele Nickerson Steve Roberts _ _ Financial Support Manager 806.791.8220 _ 207.356.9348 Incode CIS/CRNI V.X CRM _ Tenn Leader _ Technical Lead 806.791.8247 806.791.8258 Audrey Salazar _ Courtlfyler Public Safety _ Rita_Ewings Amanda Bogan _ Court/ITS Support Manager 806.791.8237 V.X Court _ Public Safeq� Property Tax Team Leader _ Team Leader _ _ Operations Manaser 806.791.8265 806.791.8228 David Watson Heidi Thompson ( 806.791.8249 Software Support Technical Support __ Support _ Gxecutive Management Michael Lao Technical Senices Support 806. lleployment 806.791.8230 Bryan Thompson � Director of Support 806.791.8226 Dane Womble I Chief Operating Officer 806.791.8220 Please do not hesitate to use any of these escalation methods so that we may better serve you. 4 Additional Resources on Click Online Support Incidents to look up ALL previous requests made by your site (regardless of how the request was submitted). Access the Tyler Community and hover over the Incode menu button to expand the dropdown. Select the appropriate software suite (Financials, CIS/CRM, Court, TPS, etc.). o The Search feature allows you to look for content on certain topics or to answer specific questions. o The Blog highlights helpful tips and tricks and other valuable information related to your software. o The Library includes documents covering a wide range of topics (e.g., release notes, tax preparation documents, Connect documents). o The Wild contains FAQs and additional help content. o The Forum provides an area where you can ask a question of our staff or of other Tyler Community members. This is a great way to share information, get the opinion of fellow Tyler clients, and have questions answered quickly. Copyright 2014 Tyler Technologies, Inc. All Rights Reserved 3 Tyler I Ioliday Schedule Tyler observes many of the same holidays our clients do. In order to allow our stall time away from work our offices will be closed on the holidays listed below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Eve Labor Day Christmas Day Copyright 2014 Tyler Technologies, Inc. All Rights Reserved HOME OF ' LT 0 f\4 1'k ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 12, 2014 FROM: City Manager AGENDA ITEM: Approval of an Amendment to the Contract with Tyler Technologies, Inc. for Incode Software to Add the Business License Module. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER. OPPROVED (} NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED; � YES ()NO CITY ATTORNEY REVIEW REQUIRED: YES ONO APPROVAL BY CITY ATTORNEY W APPROVED () NOT APPROVED PLACED ON AGENDA FOR: REMARKS fl 1-1 14 In You(M _ PHONE: 678.242.2500 F FAX: 678.242.2499 r, infoCgcityofmiltonga.us I www. cityofmiltonga.us 13000 Deerfield Parkway, Suite 107 I Milton GA 30004 .Green av + T p 1W cF;ty �F ' ; ,� a 0 To: Honorable Mayor and City Council Members From: Stacey Inglis, Assistant City Manager Date: Submitted on November 12, 2014 for the November 17, 2014 Regular Council Meetings Agenda Item: Approval of an Amendment to the Contract with Tyler Technologies, Inc. for Incode Software to Add the Business License Module Department Recommendation: Approve the contract as written. Executive Summary: The Incode software with Tyler Technologies, Inc. is the City’s current financial software provider. We are proposing an amendment to the contract to add the business license module. This will replace the function that was provided by EnerGov as discussed in a previous agenda item for the termination of the EnerGov contract. Funding and Fiscal Impact: The implementation/conversion fees are estimated to be $16,596 and the annual maintenance fee is $1,100. The savings realized from the termination agreement for EnerGov will offset the one-time implementation costs and the first year of annual maintenance fees for Incode. Alternatives: There are no other attractive alternatives to offer. Legal Review: Elizabeth Whitworth – Jarrard & Davis (11/11/14) Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Amendment agreement 1 First Amendment This document (the “Amendment”) amends Contract number 2010-0051, dated April, 19, 2010 (“Agreement”) between Tyler Technologies, Inc., a Delaware corporation (“COMPANY”), and the City of Milton, Georgia, a political subdivision of the State of Georgia acting by and through its City Council and Mayor (“CLIENT”). This Amendment is effective as of the date of signature of the last party to sign (“Effective Date”). COMPANY and CLIENT agree to amend the Agreement as follows: 1. Pursuant to Section 1.6(c) of the Agreement, this Amendment, along with the Purchase Order, attached hereto as Exhibit A and incorporated herein by reference, and description of the Incode Business Licenses software, attached hereto as Exhibit B and incorporated herein by reference, are hereby added to the Agreement. The terms and conditions contained in this Amendment and the exhibits attached hereto shall take precedence over any terms or conditions presently contained in the Agreement. 2. The terms “software”, “software products”, and “products” as used in the Agreement, CLIENT’S use of which is described below, shall be understood to include the software products described in Exhibits A and B, attached hereto, as well as the EnerGov Business License Module until such time as the EnerGov Business License Module is replaced by the Incode Business Licenses software, which shall occur as provided in Section 7 of this Amendment. 3. The term “services” as used in the Agreement shall be understood to include the services described in Exhibits A and B, attached hereto. 4. The amount shown for travel expenses in Exhibit A is an estimate. Travel will be billed in accordance with the terms of the Agreement, as may be amended hereby. 5. COMPANY shall provide an invoice to the CLIENT for the Software License Fees shown in Exhibit A as follows: (a) 25% upon the Effective Date of this Amendment; (b) 60% upon delivery of the software products; and (c) 15% upon the earlier of: (i) COMPANY’s verification of the software products; (ii) CLIENT’s completion of its own validation process; or (iii) CLIENT’s live processing (each as set forth in Section 2.3 of the Agreement). In no case shall this period exceed one hundred-eighty (180) days from installation of the Incode Business Licenses software. 6. Invoicing of Annual Software Maintenance Fees. All Annual Software Maintenance Fees (“Maintenance Fees”) under the Agreement and this Amendment shall be invoiced on October 1 of each year (the first day of the CLIENT’S fiscal year), beginning October 1, 2015. Currently owing 2 Maintenance Fees under the Agreement will be prorated through the remainder of 2014 and from January 1, 2015 through September 30, 2015, and an invoice for this prorated amount shall be issued on January 1, 2015. Notwithstanding the above or any conflicting terms in this First Amendment, the Property Tax Online Component and Basic Network Support Service shall continue to be billed monthly and quarterly (respectively). 7. Maintenance Fees shown in Exhibit A shall include coverage for the EnerGov Business License Module and Incode Business License software, provided that coverage for the EnerGov Business License Module shall terminate upon such software being replaced by the Incode Business Licenses software described in Exhibit B of this Amendment, at which time coverage for the Incode Business License software shall commence. This software replacement shall be considered to have occurred upon the earlier of (i) COMPANY’s verification of the Incode Business Licenses software, (ii) CLIENT’s completion of its own validation process related to the Incode Business Licenses software; (iii) CLIENT’s live processing of the Incode Business Licenses software, provided that in no case shall this replacement occur after April 30, 2015 [e1]or by extension as agreed by the parties in writing. 8. Maintenance Fees for subsequent years are subject to change, provided that COMPANY shall provide written notice to the CLIENT of any such changes at least forty-five (45) days prior to any Agreement renewal, and changes to the Maintenance Fees shall become effective only upon subsequent renewal of the Agreement. All Maintenance Fees will be due October 1 of each year (except as provided in Section 6 above), unless the Annual Software Maintenance Agreement is terminated in writing by either party at least thirty (30) days prior to the end of the then-current maintenance term. 9. Maintenance services shall be provided for all software pursuant to the terms of the Agreement. 10. All payment terms are net thirty (30) days of CLIENT’s receipt of the invoice. 11. COMPANY shall provide Incode Customer Support services as described in Exhibit E attached hereto and incorporated herein by reference, and COMPANY shall notify CLIENT in writing of any changes to the Incode Customer Support services at least forty-five (45) days prior to any Agreement renewal, and any such changes shall become effective only upon subsequent renewal of the Agreement. Further, COMPANY shall provide a written quote to CLIENT for any additional costs or expenses (including but not limited to travel expenses and additional services provided on an hourly basis or based upon then-current market rates), which quote must be approved in writing by the CLIENT prior to such additional costs or expenses being incurred. 12. The CLIENT retains the right to dispute any improper invoice upon receiving evidence that amounts charged in such invoice were improper; provided that CLIENT agrees to review each invoice within fifteen (15) days of receipt and promptly notify COMPANY of any improper charges upon becoming aware of same. COMPANY retains the right to suspend service under the Agreement and this First Amendment, including maintenance, if CLIENT fails to pay any invoice not disputed as provided herein within sixty (60) days of the date invoice is received. 13. The Term of the Agreement shall terminate September 30, 2020; provided that the parties agree that the Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the CLIENT on September 30 of each fiscal year of the Term, and further, that the Agreement shall automatically renew on October 1 of each subsequent fiscal year absent the CLIENT’S provision of written notice of non-renewal to COMPANY at least thirty (30) calendar days 3 prior to the end of the CLIENT’S fiscal year. Title to any supplies, materials, equipment, or other personal property shall remain in COMPANY until fully paid for by the CLIENT. 14. Any changes to the Agreement shall only be effective upon execution of a written instrument by both of the parties hereto. 15. E-Verify. Pursuant to O.C.G.A. § 13-10-91, the CLIENT shall not enter into a contract for the physical performance of services, unless the COMPANY shall provide evidence on CLIENT-provided forms, attached hereto as Exhibits C and D (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16 -10-71), that it and COMPANY’S subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. The COMPANY hereby verifies that it has, prior to executing this AMENDMENT, executed a notarized affidavit, the form of which is provided in Exhibit C, and submitted such affidavit to CLIENT. Further, COMPANY hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the COMPANY employs or contracts with any subcontractor(s) in connection with the covered Agreement, the COMPANY agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit D, which subcontractor affidavit shall become part of the contractor/subcontractor agreement. If a subcontractor affidavit is obtained, Consultant agrees to provide a completed copy to the CLIENT within five (5) business days of receipt from any subcontractor. The COMPANY and COMPANY’S subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the Agreement. COMPANY agrees that the employee-number category designated below is applicable to the COMPANY. _X___ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. COMPANY hereby agrees that, in the event COMPANY employs or contracts with any subcontractor(s) in connection with the Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the COMPANY will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 4 16. Title VI. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the COMPANY agrees that, during performance of the Agreement, COMPANY, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, COMPANY agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under the Agreement. 17. Independent Contractor. COMPANY hereby covenants and declares that it is engaged in an independent business and agrees to perform the services described in the Agreement and in this Amendment as an independent contractor and not as the agent or employee of the CLIENT. Nothing in the Agreement shall be construed to make the COMPANY or any of its employees, servants, or subcontractors an employee, servant or agent of the CLIENT for any purpose. The COMPANY agrees to be solely responsible for its own matters relating to the time and place the services are performed and the method used to perform such services; the instrumentalities, tools, supplies and/or materials necessary to complete the services; hiring of consultants, agents or employees to complete the services; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. The COMPANY agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of the Agreement. There shall be no contractual relationship between any subcontractor or supplier and the CLIENT by virtue of the Agreement with COMPANY. Any provisions of the Agreement that may appear to give the CLIENT the right to direct COMPANY as to the details of the services to be performed by COMPANY or to exercise a measure of control over such services will be deemed to mean that COMPANY shall follow the directions of the CLIENT with regard to the results of such services only. It is further understood that the Agreement is not exclusive, and the CLIENT may hire additional entities to perform the services related to the Agreement. 18. Insurance. The COMPANY shall have and maintain in full force and effect for the duration of the Agreement commercially reasonable levels of insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services described in the Agreement by the COMPANY, its agents, representatives, employees or subcontractors. 19. Records Maintenance. (a) All records, documents, and similar materials relating to the services performed for the CLIENT under the Agreement (“Records”) shall be established and maintained by the COMPANY in accordance with reasonable requirements prescribed by the CLIENT with respect to all matters covered by the Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to COMPANY by CLIENT under the Agreement. Furthermore, Records that are the subject of an audit pursuant to Section 19(b) shall be retained for three (3) years or until any issues resulting from that audit have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of the Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, 5 payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to the Agreement shall be clearly identified and readily accessible. CLIENT may, at its own expense, audit COMPANY’s Records relating directly to the contract once per year on one week’s advance written notice. 20. Notices. All notices, requests, demands, writings, or correspondence, as required by the Agreement, shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the party at the address given below, or at a substitute address previously furnished to the other party by written notice in accordance herewith: NOTICE TO THE CLIENT shall be sent to: City Manager City of Milton Milton City Hall 13000 Deerfield Parkway, Suite 107 Milton, GA 30004 NOTICE TO THE COMPANY shall be sent to: Local Government Division Tyler Technologies, Inc. 5519 53rd Street Lubbock, Texas 79414 Attention: Brett Cate All terms and conditions of the Agreement not herein amended or superseded shall remain in full force and effect. IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Addendum hereunto executed this Addendum effective as of the date last set forth below. [SIGNATURES ON FOLLOWING PAGE] 6 CLIENT: COMPANY: City of Milton, Georgia Tyler Technologies, Inc. By: By: Name: Name: Title: Title: President Date: Date: [CITY SEAL] [CORPORATE SEAL] Attest: Attest: _______________________________ ______________________________ Print: __________________________ Print: _________________________ Its: City Clerk Its: Executive Vice President_____ 7 Exhibit A [INSERT PURCHASE ORDER] ••::®• tyler •• technologies �r®p®sal Local Government Division Invision Business License With Conversion Presented to: Stacey Inglis Asst. City Manager City of Milton 1300 Deerfield Pkwy St. 107 G Milton, GA 30004 (678) 242-2508 stacey. inglis@cityof m iltonga. us Proposal date: October 20, 2014 Submitted by: DK Robertson (800) 646-2633 dk.robertson@tylertech.com Tyler Technologies Local Government Division 5519 53rd Street Lubbock, Texas 79414 Investment Summary Stacey Inglis City of Milton October 20, 2014 ••: ID : 0tyler •• technologies Investment Breakdown Proposal Valid for 120 days Sotiware Investment Annual Fees License Fees (Existing Customer) 41400 4,400 Professional Services Investment Implementation Services (Existing Customers) 4,000 Conversion Services 61500 10,500 Project Total 149900 Estimated Travel Expenses 1,696 Software Licenses Stacey Inglis City of Milton october20,2014 Appliwtipn Soltware servicetl oTY Hours Services License Fee .. tyler E4tlmatetl annual Services Maintenance Incotle Customer Helatlonship lAaiwgemenl Suite 4;400 4,000 1,100 Business License 4,400 32 4,000 Incode Application Subtotal Application and System Software Total 32 4,000 32 4,000 r J:lrr1� 4,000 ,1W 9,000 14100 Professional Services 6laceyinglia 860006. tyler City of Milton • tect ogles October 20, 2014 estimated Conversion Services CITY Programming Fee "Ours Services Conversion Fee Permitting &Licensing 6,500 Licensing 2,500 16. 2,000 - License Master (includes contacts & properties) Transactions (2 years i currem) 13000 6 1,000 Conversion SeMces Tolel 3,500 24 3,000 6,500 8 Exhibit B [INSERT DESCRIPTION OF THE INCODE BUSINESS LICENSE SOFTWARE] Ing®d� Business License Tyler's INCODE Business license automates the issuing and tracking of various licenses and permits handled by agencies. It provides flexible searching for easy information retrieval and allows multiple license types to be defined for usage. Additional flexibility allows for user -defined data attributes per license type, giving the system the flexibility needed to handle miscellaneous registrations as well as licenses and flat fee and parameter -driven fee calculations. This module integrates with Tyler's INCODE Properly and Contact Management consoles. It also processes payments received through INCODE Centralized Cash Collections, transfers refunds to INCODE Accounts Payable, and updates to the INCODE General Ledger. Information &Reports • Collects license information, including business name and address, multiple contacts, taxpayer ID number, and contractor information. • Integrates fully with building contractors. • Calculates jurisdictional discounts, penaltiesI tax, and interest automatically upon payment for license renewals based on due dates. • Allows users to associate NAICS codes at the fee level. • Maintains a detailed history of actions for each license including charges, payments, adjustments, and penalties. • Generates various standard reports with filter -driven parameters that allow for targeting of specific data. • Supports miscellaneous registration items. • Captures user -defined data elements by license type. • Provides a Fee Detail Report which includes input amounts for each license as well as the input total for all licenses on the report. • Integrates with INCODE Business License Online web services application. • Integrates with Microsofte Office for letter generation and data analysis. Transaction Effieieney • Produces automated license renewals and provides the option to renew licenses at the time of payment from the INCODE Cash Collections module. • Manages the business license lifecycle including issuance, charges, collection, and re -issuance. • Increases license renewals by automatically generating renewal letters with varying content based on selection. Empowering people who serve the public ...Confirmed an Reverse I p ,'!��(' i wwwAylertech.com ®®o oSoo It y!] e 9 00 techncicaies info`rtylertech.com Incode Business License User Friendly • Quick searches by license number, name, status, type, secondary contact information, user -defined data, and more. • Flexible renewal processing, supporting both single and batch renewals. • Offers flexible options for handling refunds: process credit memos or refund checks in the Business License module or transfer refund transactions to INCOOE Accounts Payable for issuance of refund checks. • User -defined rates and renewal periods, providing the control to fit your business needs. • Easy and flexible built-in reporting tools and license printing capabilities. • Seamless system -wide integration. For more information, visit vnnv.tylertech.com 0 ••©©©° tyler Empowering peoVle who servethe puhlic•••.o • technologies 9 Exhibit C STATE OF GEORGIA COUNTY OF FULTON CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 - 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Contractor _________________________________ Name of Project _________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ 10 Exhibit D STATE OF GEORGIA COUNTY OF FULTON SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of servi ces under a contract with _______________________ (name of contractor) on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13 -10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub - subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Subcontractor _________________________________ Name of Project _________________________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ 11 Exhibit E [INSERT TYLER TECHNOLOGIES INCODE CUSTOMER SUPPORT INFORMATION] 0 •°0° 0 000 tyler 0 technologies Incode Customer Support 1 About Incode Customer Support Support Availability Incode Customer Support consists of four functional areas: • Financial Modules — General Ledger, Accounts Payable, Payroll, Fixed Assets, Budgeting, Check Reconciliation, etc. • CIS/CRM Modules — CIS includes Utility Billing, Cash Collections, Handhelds, and Service Orders; CRM includes Accounts Receivable, Business License, Building Projects, Call Center, Cemetery Records, and Sales Tax. • Court Case Management • Tyler Public Safety (TPS) Each functional area consists of four levels of personnel: (1) Front line Customer Support Representatives are assisted by (2) Advisors — senior representatives — and both are managed by (3) Team Leaders. These Team Leaders report to the (4) Support Group Managers. 2 Contactine Incode Customer Support Incode Customer Support can be contacted by 1. Email — Great for low priority and project -type issues 2. Chat — Useful for quick help and allows you to do other tasks while we resolve your issue 3. Internet — Best for low priority and project -type issues 4. Telephone — Great for complex questions 2.1 Email Support at Incode.Supportna tvlertech.com 1. From any Incode window, click Help on the mean bar and select Support > Email to open an email message with this address. The entail message must contain the following information: • Area of support (use the list above as a reference for functional areas) • Question • Priority • Priority I —Critical (system is currently down) • Priority 2 —High (need immediate assistance) • Priority 3 — Medium (respond within one day) • Priority 4 —Non-critical Copyright 2014 Tyler Technologies, Inc. All Rights Reserved • Your contact information • Screen prints or attachments (as necessary) 2. Your email will be received and logged by hmode Support, and an incident number will be assigned. You will receive an email reply from Incode Support with the incident number. 2.2 Chat with a Support representative online at www.tvlertech.com. Log in to tylertech.com and click Client Support> Incode> Live Support to chat with a Support team member via instant message. Just click on the area of support needed and follow the prompts. 2.3 Create a Support incident online at mvw.tvlertech.com. Log in to tylertech.com and click Online Support Incidents > Enter Online Support Incidents > Add a new support incident. Follow the prompts to log a new incident with Incode Support. You will receive an incident number after you click Submit. 2.4 Call Support toll-free at 1-800-646-2633. • Press I for Support • Press 1 for Incode Support (Financials, Cash Collections, Utility Billing, Citizen Services, and Municipal Court) o Press l for Financials o Press 2 for Cash Collections o Press 3 for Utility Billing o Press 4 for Citizen Services o Press 5 for Municipal Court • Press 2 for Tyler Public Safety • Press 3 for Imaging Support (Tyler Content Manager) • Press 4 for Version 10 Support (V.X Financials, V.X CRM, and V.X Court) o Press 1 for V.X Financials Support o Press 2 for V.X CRM Support (Cashiering and Utility Billing) o Press 3 for V.X Court • Press 0 for an Operator • Press 2 for an Existing Incident The average hold time is approximately 5 minutes. This time may increase at critical times such as fiscal year end, quarter end, and calendar year end due to the volume of calls received. 3 Incident Manasrement and Escalation Incode Support takes great pride in serving our clients and being responsive to support issues. Exceeding our clients' expectations is our constant goal We closely monitor all support metrics and report them to Executive Management on a weekly basis. In addition, our Support Team Leaders monitor Support response and resolution times on a daily basis. There may be times when support incidents need more attention or a faster response. We encourage our clients to communicate the level of urgency or priority of support issues so that we can respond to incidents appropriately. A support incident can be escalated by any of the following methods: Copyright 2014 Tyler Technologies, Inc. All Rights Reserved I. Use any of the support channels mentioned in the "Contacting Incode Customer Support" section above to request an escalation. 2. Access the client support portal at wkvu.tvlertcch.com. a. Click Online Suppm•t Incidents. b. In the incident grid, click the incident you need to escalate to open it. c. Mark the Escalate the prim•ity of this incident chcckbox at the bottom ofthe incident detail page. This sends an email notifying the Support team to escalate the incident. 3. Alternatively, you can escalate the support incident through the management chamrels outlined below. blodule(s)/Areats) � _ S_ toff Member_ Cathy Curtis Title _ _ __ Team Leader Director of Support ( Direct 806.791.8226 Line Incode Financials 806.791.8251 V.X Financials Michele Nickerson Steve Roberts _ _ Financial Support Manager 806.791.8220 _ 207.356.9348 Incode CIS/CRNI V.X CRM _ Tenn Leader _ Technical Lead 806.791.8247 806.791.8258 Audrey Salazar _ Courtlfyler Public Safety _ Rita_Ewings Amanda Bogan _ Court/ITS Support Manager 806.791.8237 V.X Court _ Public Safeq� Property Tax Team Leader _ Team Leader _ _ Operations Manaser 806.791.8265 806.791.8228 David Watson Heidi Thompson ( 806.791.8249 Software Support Technical Support __ Support _ Gxecutive Management Michael Lao Technical Senices Support 806. lleployment 806.791.8230 Bryan Thompson � Director of Support 806.791.8226 Dane Womble I Chief Operating Officer 806.791.8220 Please do not hesitate to use any of these escalation methods so that we may better serve you. 4 Additional Resources on Click Online Support Incidents to look up ALL previous requests made by your site (regardless of how the request was submitted). Access the Tyler Community and hover over the Incode menu button to expand the dropdown. Select the appropriate software suite (Financials, CIS/CRM, Court, TPS, etc.). o The Search feature allows you to look for content on certain topics or to answer specific questions. o The Blog highlights helpful tips and tricks and other valuable information related to your software. o The Library includes documents covering a wide range of topics (e.g., release notes, tax preparation documents, Connect documents). o The Wild contains FAQs and additional help content. o The Forum provides an area where you can ask a question of our staff or of other Tyler Community members. This is a great way to share information, get the opinion of fellow Tyler clients, and have questions answered quickly. Copyright 2014 Tyler Technologies, Inc. All Rights Reserved 3 Tyler I Ioliday Schedule Tyler observes many of the same holidays our clients do. In order to allow our stall time away from work our offices will be closed on the holidays listed below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Eve Labor Day Christmas Day Copyright 2014 Tyler Technologies, Inc. All Rights Reserved HOME OF' ESTABLISHED 2000 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of an Ordinance Reaffirming and Establishing Chapter 46 of the Milton Code of Ordinances Governing Solid Waste Collection Services within the City of Milton; Providing for the Scope and Nature of the Operation; Providing for the Disposal of Garbage, Solid Waste and Refuse; Requiring the Execution by Service Providers of a Non -Exclusive Agreement with the City of Milton; Providing Procedures for the Handling of Complaints; Providing for an Infrastructure Maintenance Fee; Requiring Indemnity Insurance; Providing for Revocation and Amendment; Prohibiting Assignment and Subletting without Consent; Providing for Forfeiture; and for Making Other Provisions. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: 9APPROVED CITY ATTORNEY APPROVAL REQUIRED. YES CITY ATTORNEY REVIEW REQUIRED. OYES APPROVAL BYCITYATTORNEY PLACED ON AGENDA FOR REMARKS {) NOT APPROVED () NO {) NO () NOT APPROVED ni-ijF 910 Youl *** PHONE: 578.242.25001 FAX: 678.242.2499 Green Cenified* rop_1ou info@cltyofmiltonga.us I www.cityofmiltonga.us u�� Community 3� E h; S 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 ''a�` To: Honorable Mayor and City Council Members From: Kathleen Field, Director of Community Development Date: Submitted for the November 17, 2014 Regular Council Meeting for First Presentation and December 1, 2014 for Unfinished Business Agenda Item: Consideration of an Ordinance Reaffirming and Establishing Chapter 46 of the Milton Code of Ordinances Governing Solid Waste Collection Services within the City of Milton; Providing for the Scope and Nature of the Operation; Providing for the Disposal of Garbage, Solid Waste and Refuse; Requiring the Execution by Service Providers of a Non-Exclusive Agreement with the City of Milton; Providing Procedures for the Handling of Complaints; Providing for an Infrastructure Maintenance Fee; Requiring Indemnity Insurance; Providing for Revocation and Amendment; Prohibiting Assignment and Subletting without Consent; Providing for Forfeiture; and for Making Other Provisions. ____________________________________________________________________________ Department Recommendation: Re-affirm the ordinance with no changes approving and establishing the regulation of solid waste collection services within the City of Milton, and direct City Staff to facilitate the contracting of such services to providers currently in operation and those who may become in operation. Executive Summary: The original ordinance was passed on November 21, 2006 and has been approved each successive year since its original enactment. The City’s authority to enter into solid waste franchise agreements originates from this ordinance. This ordinance requires approval each year in order to continue the enforcement of our solid waste franchise agreements. The following companies are on the current list of approved haulers: Page 2 of 2 Commercial Haulers or Roll offs Residential Haulers Advanced Disposal Advanced Disposal 1-800-Got Junk American Disposal Allegiance Sanitation GW Lovelace American Disposal Services Custom Disposal Arrow, Inc. Henry Edward Kincaid Grogan’s Disposal Republic Services M&M Waste Sanitation Solutions Mass Services/The Dumpster Co. Waste Management Republic Services Waste Pro Waste Management Funding and Fiscal Impact: The ordinance contains the requirement for an infrastructure maintenance fee to be paid to the city quarterly in the amount of 5% of gross revenues resulting in $84,174.00 of revenue to General fund in year ending 2013. Alternatives: If not approved, the City would lose its authority to regulate solid waste collection within our corporate limits and the ability to collect franchise fees for the same activity, with the accompanying loss of revenue. Legal Review: N/A Concurrent Review: Chris Lagerbloom, City Manager Kathleen Field, Community Development Director Attachment(s): Solid Waste Ordinance STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 1 of 22 AN ORDINANCE REAFFIRMING AND ESTABLISHING CHAPTER 46 OF THE MILTON CODE OF ORDINANCES GOVERNING SOLID WASTE COLLECTION SERVICES WITHIN THE CITY OF MILTON; PROVIDING FOR THE SCOPE AND NATURE OF THE OPERATION; PROVIDING FOR THE DISPOSAL OF GARBAGE, SOLID WASTE AND REFUSE; REQUIRING THE EXECUTION BY SERVICE PROVIDERS OF A NON-EXCLUSIVE AGREEMENT WITH THE CITY OF MILTON; PROVIDING PROCEDURES FOR THE HANDLING OF COMPLAINTS; PROVIDING FOR AN INFRASTRUCTURE MAINTENANCE FEE; REQUIRING INDEMNITY INSURANCE; PROVIDING FOR REVOCATION AND AMENDMENT; PROHIBITING ASSIGNMENT AND SUBLETTING WITHOUT CONSENT; PROVIDING FOR FORFEITURE; AND FOR MAKING OTHER PROVISIONS. BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on December -21,, at 6:00 p.m. as follows: SECTION 1. The City of Milton (“City”) seeks to provide standards of operation, regulation, and oversight in the providing of solid waste services within the corporate city limits; SECTION 2. Pursuant to past iterations of this Ordinance, the City currently recognizes the following companies as “Approved Haulers” in the City limits: 1-800-GOT-JUNK, Advanced Disposal, Allegiance Sanitation, American Disposal Services, Arrow Inc., Custom Disposal, Henry Edward Kincaid, Grogan’s Disposal, GW Lovelace, M&M Waste, The Dumpster Company, Red Oak Sanitation, Republic Services, Sanitation Solutions, Waste Management, and Waste Pro; SECTION 3. The City seeks to confirm the “Approved Haulers” list as long as the companies are found to be acting consistently with the Ordinance and recognizes that the City Council may seek to amend the Approved Haulers List as need arises and in accordance with the established Solid Waste Ordinance; SECTION 4. It is in the interest of the City and its citizens to offer companies currently providing such services a non-exclusive contract on such terms and conditions that will provide the City with the controls and options necessary to provide for the public good; SECTION 5. Chapter 46 of the Milton City Code of Ordinances, the Milton Solid Waste Ordinance, attached hereto as Exhibit A is hereby ratified, approved and affirmed, subject to those redline modifications set forth in attached Exhibit A; SECTION 6. All ordinances, parts of ordinances, or regulations in conflict herewith are rejected; SECTION 7. This Ordinance shall become effective upon its adoption; Formatted: Left: 1.25", Right: 1.25" Formatted: Superscript STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 2 of 22 ORDAINED this the 2nd day1st day of December, 20132014. __________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk (Seal) STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 3 of 22 EXHIBIT A Chapter 46 - SOLID WASTE [46] (46) State Law reference— Solid waste management generally, O.C.G.A. § 12-8-20 et seq.; Georgia Comprehensive Solid Waste Management Act, O.C.G.A. § 12-9-1; hazardous waste management, O.C.G.A. § 12-8-79; local and regional solid waste plans, O.C.G.A. § 12-8-31.1; tire disposal restrictions, O.C.G.A. § 12-8-40.1; yard trimmings and disposal restrictions, O.C.G.A. § 12-8-40.2; authorization for local government units to enforce collection of taxes, fees, or assessments for solid waste management, O.C.G.A. § 12-8-39.3; authority of local governments to adopt and enforce local regulations for the handling and disposal of solid waste, O.C.G.A. § 12-8-30.9; Litter Control Law, O.C.G.A. § 16-7-40; transporting garbage or waste across state or county boundaries pursuant to contract, O.C.G.A. § 36-1-16; Resource Recovery Development Authorities Law, O.C.G.A. § 36-63-1 et seq.; littering highways, O.C.G.A. § 40-6-249. ARTICLE I. - IN GENERAL ARTICLE II. - LITTERING ARTICLE III. - COLLECTION SERVICES ARTICLE I. - IN GENERAL Sec. 46-1. - Definitions. Sec. 46-2. - Purpose. Sec. 46-3. - Collection fees. Sec. 46-4. - Medical waste to be disposed of according to state and federal regulations. Secs. 46-5—46-23. - Reserved Sec. 46-1. - Definitions. For the purpose of this chapter, whenever inconsistent with the context, words used in the present tense include the future tense, words in the plural include the singular, words in the singular include the plural, and the use of any gender shall be applicable to all genders whenever the sense requires. The words "shall" and "will" are mandatory and the word "may" is permissive. Words not defined in this section or otherwise in this chapter shall be given their common and ordinary meaning. The following words, terms, phrases and their derivations shall, in this chapter, have the meaning given in this section. Approved container or approved bag or container or bag means those containers used in the collection of solid waste, as defined in this chapter, which have been approved by the company for use by both residential and commercial customers. STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 4 of 22 Area shall mean the area within the boundaries of the incorporated areas of the City of Milton, as they exist as of the effective date in addition to future boundary changes as outlined in [the term "city"]. City means the City of Milton, Georgia, an incorporated municipal government in Fulton County, State of Georgia. Boundaries defining the city limits may be changed via ordinances approved by the city council, for which any new boundary created shall be subject to this contract. Commercial unit shall mean any structure, whether freestanding or designed to serve multiple tenants, whose primary purpose is for conducting business. Company means any organization, firm, person, entity, corporation or other business that contracts with customers to provide for the collection and disposal of solid waste material as defined in this article, and including but not limited to construction/demolition debris, dead animals, garbage, waste, storm debris, yard trimmings, and recyclable material. Construction/demolition debris shall have the meaning set forth by the Georgia Department of Natural Resources, Environmental Protection Division (Georgia EPD Chapter 391-3-4.01(14)). Construction site shall mean any parcel of land or real property having land disturbance, clearing and grading, demolition, improvements and betterments, renovation, remodeling and/or new construction work performed thereon or about the real property or premises whether or not a land disturbance and/or building permit is required. Customer shall mean any firm, person, entity, corporation or organization that contracts with a company for the collection and disposal of solid waste material as defined in this chapter, and including, but not limited to, construction/demolition debris, dead animals, garbage, waste, storm debris, yard trimmings, and recyclable material. Dead animals shall mean animals or portions thereof equal to or greater than ten pounds in weight that have died from any cause, except those slaughtered or killed for human use. Effective date means any contract executed between the city and any company on or after December 1, 2009. Environmental laws means all applicable laws, directives, rules, ordinances, codes, guidelines, regulations, governmental, administrative or judicial orders or decrees or other legal requirements of any kind, including, without limitation, common law, whether currently in existence or hereafter promulgated, enacted, adopted or amended, relating to safety, preservation or protection of human health and the environment (including ambient air, surface water, groundwater, land, or subsurface strata) and/or relating to the handling, treatment, transportation or disposal of waste, substances or materials, including, without limitation, any matters related to releases and threatened releases of materials and substances. Garbage shall have the meaning set forth at Georgia Department of Natural Resources, Environmental Protection Division ("Georgia EPD Chapter 391-3-4-.01(21)). Gross receipts shall mean the total amount collected by the company from any and all STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 5 of 22 customers for services rendered under authority of this chapter as a result of charges for service. Gross receipts shall not include the infrastructure maintenance fee identified in this chapter. Hazardous materials means any pollutant, contaminant, hazardous or toxic substance, constituent or material, including, without limitation, petroleum products and their derivatives, or other substances, regulated under or pursuant to any environmental laws. The term "hazardous materials" also includes any pollutant, contaminant, hazardous or toxic substance, constituent or material, including, without limitation, petroleum products and their derivatives, or other substance that is, after the date first written above, deemed hazardous be any judicial or governmental entity, body or agency having jurisdiction to make that determination. Hazardous waste means any waste regulated under or pursuant to any environmental laws, including, but not limited to, any solid waste which has been defined as a hazardous waste in regulations promulgated by the Board of Natural Resources, Chapter 291-3-11. The term "hazardous waste" also includes hazardous materials and any waste that is, after the effective date of this agreement, deemed hazardous by any judicial or governmental entity, board, body or agency having jurisdiction to make that determination. The term "hazardous waste" will be construed to have the broader, more encompassing definition where a conflict exists in the definitions employed by two or more governmental entities having concurrent or overlapping jurisdiction over hazardous waste. Recycling shall have the meaning set forth at Georgia Department of Natural Resources, Environmental Protection Division ("Georgia EPD") Chapter 391-3-4-.01(57). Residential unit shall mean any structure, whether single family, multi-family, or otherwise whose primary purpose is for living. Solid waste means the collection of residential and commercial nonrecyclable waste, residential and commercial recyclable waste, and residential yard trimmings/waste. Term shall mean a period of one year from the effective date. Waste means all putrescible and nonputrescible solid, semi-solid, and liquid wastes, including residential or commercial garbage, trash, refuse, paper, rubbish, ashes, manure, vegetable or animal solid and semi-solid wastes, and other discarded solid and semi-solid wastes. Yard trimmings shall have the meaning set forth at Georgia Department of Natural Resources, Environmental Protection Division ("Georgia EPD") Chapter 391-3-4-.01(77). (Ord. No. 06-11-04, § 1, 11-21-2006; Ord. No. 07-11-54, § 1, 11-15-2007; Ord. No. 08- 11-30, § 1, 11-17-2008; Ord. No. 10-11-84, § 1, 11-15-2010) Sec. 46-2. - Purpose. This chapter regulates the collection and disposal of waste and garbage including, but not limited to, all waste byproducts of manufacturing or commercial establishments, cinders and ashes from commercial boilers, and cardboard and wooden boxes, crates and barrels, as well domestic waste including meat, vegetable and fruit scraps, cans, bottles, paper, cardboard, rags, ashes, and other such waste material ordinarily STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 6 of 22 disposed from residences, churches, schools, small business establishments, and other such places. (1) The term "garbage" does not include animals, fowl, and fish entrails, bones and carcasses whether in whole or in part, from business establishments such as slaughterhouses and meat and fish markets. Such material means "other waste." (2) The term "waste" also includes animal, fowl, and fish excrement, entrails, bones, carcasses in whole or in part and dead animals, and any other refuse material not otherwise classified herein. (Ord. No. 08-03-04, § 1(ch. 17, art. 1, § 1), 3-17-2008) Sec. 46-3. - Collection fees. All fees are listed in Sec. 46-70 Contract and Rental Fees. Sec. 46-4. - Medical waste to be disposed of according to state and federal regulations. Hospitals and health care professionals or other entities disposing of medical waste including, but not limited to, any device used to puncture or lacerate skin, shall be disposed of in a manner consistent with federal and state regulations. (Ord. No. 08-03-04, § 1(ch. 17, art. 1, § 4), 3-17-2008) Secs. 46-5—46-23. - Reserved ARTICLE II. - LITTERING Sec. 46-24. - Prohibited. Secs. 46-25—46-43. - Reserved. Sec. 46-24. - Prohibited. (a) Unlawful acts defined. (1) Public littering. It shall be unlawful for any person, in person or by his or her agent, employee, or servant, to cast, throw, sweep, sift, or deposit in any manner in or upon any public way or other public place in the city or the river, creek, branch, public water, drain, sewer, or receiving basin within the city's jurisdiction, any kind of leaves, dirt, rubbish, waste article, thing, or substance whatsoever, whether liquid or solid. Nor shall any person cast, throw, sweep, sift, or deposit any of the aforementioned items anywhere within the city's jurisdiction in such a manner that it may be carried or deposited in whole or in part, by the action of the sun, wind, rain, or snow, into any of the aforementioned places; provided that this section shall not apply to: a. The deposit of material under a permit authorized by any city ordinance; STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 7 of 22 b. Goods, wares, or merchandise deposited upon any public way or other public place temporarily, in the necessary course of trade, and removed there from within two hours after being so deposited; or c. Articles or things deposited in or conducted into the city sewer system through lawful drains in accordance with the city ordinances relating thereto. (2) Private littering. The acts described in subsection (a)(1) of this section shall also apply to acts committed to or against private property without the consent of the owner. (b) All business firms dispensing their product in cups, plates, wrappers, sacks, and other similar forms of containers shall provide adequate metal or plastic containers upon the premises for collection of refuse. It shall be the express responsibility of all such business firms to collect all cups, plates, wrappers, sacks, and other similar forms of containers dispensed by said business that may discarded upon the premises or neighboring street and sidewalks. It further shall be the responsibility of said business to collect the aforementioned items from the premises of the neighboring property when the owners of the property specifically request and authorize the business personnel to enter upon their property for that purpose. (c) Any person who shall violate any of the provisions of, or who fails to perform any duty imposed by this section or who violates any order or determination of the department promulgated pursuant to this article shall be punished as directed by law, and in addition thereto, may be enjoined from continuing the violation. Each day a violation occurs shall constitute a separate offense. Any willful and wanton violation of this subsection resulting in the unlawful littering of the streets, sidewalks, and neighboring property shall be deemed a nuisance and on conviction thereof by the city court, the mayor and city council may after a notice and a hearing revoke the business license of the violator. (Ord. No. 08-03-04, § 1(ch. 17, art. 1, § 5), 3-17-2008) Secs. 46-25—46-43. - Reserved. ARTICLE III. - COLLECTION SERVICES DIVISION 1. - GENERALLY DIVISION 2. - CONTRACTUAL PROVISIONS DIVISION 3. - TERMINATION OF CONTRACT DIVISION 4. - ADDITIONAL PROVISIONS DIVISION 1. - GENERALLY Secs. 46-44—46-62. - Reserved. STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 8 of 22 Secs. 46-44—46-62. - Reserved. DIVISION 2. - CONTRACTUAL PROVISIONS Sec. 46-63. - Authority. Sec. 46-64. - Grant of nonexclusive contract. Sec. 46-65. - Term. Sec. 46-66. - Scope and nature of operation. Sec. 46-67. - Vehicles to be covered and identified. Sec. 46-68. - Regulation of containers. Sec. 46-69. - Disposal of refuse. Sec. 46-70. - Contract and rental fees. Sec. 46-71. - Compliance with law. Sec. 46-72. - Insurance provided by company. Sec. 46-73. - Indemnification and hold harmless. Secs. 46-74—46-92. - Reserved. Sec. 46-63. - Authority. The city is empowered to contract with one or several third parties to collect and dispose of all garbage, waste, commercial waste, and yard waste generated by the city. In addition, the city may sell franchise rights in garbage collection to third parties. (Ord. No. 08-03-04, § 1(ch. 17, art. 1, § 2), 3-17-2008) Sec. 46-64. - Grant of nonexclusive contract. The city shall hereby grant to companies a nonexclusive contract pursuant to the terms set forth herein to use the public streets, alleys, roads and thoroughfares within the city for the purpose of operating and engaging in the business of collecting and disposing of waste; including, but not limited to, contracting with customers and providing service pursuant to contract therefore, placing and servicing containers, operating trucks, vehicles and trailers, and such other operations and activity as are customary and/or incidental to such business and service. (Ord. No. 06-11-04, § 2, 11-21-2006; Ord. No. 07-11-54, § 2, 11-15-2007; Ord. No. 08- 11-30, § 2, 11-17-2008; Ord. No. 10-11-84, § 2, 11-15-2010) Sec. 46-65. - Term. The term of any agreement shall be for a period of one year beginning on the effective date of the contract execution and terminating on the first anniversary of said date. The company shall begin performance under this contract immediately after the effective date of the contract execution. (Ord. No. 06-11-04, § 3, 11-21-2006; Ord. No. 07-11-54, § 3, 11-15-2007; Ord. No. 08- 11-30, § 3, 11-17-2008; Ord. No. 10-11-84, § 3, 11-15-2010) Editor's note— Section 3 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46-65 from "One year in length" to "Term." STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 9 of 22 Sec. 46-66. - Scope and nature of operation. (a) Residential and commercial refuse and waste. The company may collect and deliver for disposal all residential and commercial refuse and waste accumulated within the corporate limits of the city by the company's customers and the words "refuse", "garbage", "trash" and "waste" when used in this article are used for convenience and, unless the context shows otherwise, refer to yard trimmings, recycling, storm debris, garbage, and construction/demolition debris. The company will furnish the personnel and equipment to collect refuse, provide the services described herein, and as contracted for with its customers, in an efficient and businesslike manner. (b) Service provided. Company shall provide container, bin and other collection service for the collection of residential and commercial refuse and waste according to the individual customer agreements and applicable city regulations and shall make provision for the special collection of such refuse and waste upon request. The company shall cause or require its equipment, containers and bins to be kept and maintained in a manner to not cause or create a threat to the public health and shall keep the same in a good state of repair. (c) Collection operation. (a) Save and except as provided in this section, collection shall not start before 7:30 a.m. or continue after 7:30 p.m. at any location. Company may request variances to this collection period provided that collections: (i) are made in a manner that does not cause or result in loud noise; and (ii) that are made at a location which will not cause the disturbance of persons occupying the premises or neighboring property must first be confirmed prior to the request. All requests for variances of times must be submitted to the city manager, or his designee, and include documentation on the hardship created by the collection operation period. Should such a collection operation variance be granted and the city receives two complaints about the collection operation in any six-month time period, the city shall verify and substantiate the factual basis for any complaints. Should the complaints be substantiated, the collection operation variance will be revoked. The frequency of collection shall be determined by each individual customer agreement. (d) Holidays. The company shall observe such holidays as it, in its sole discretion, determines appropriate. Notification must be given by the company to it's customers of the holidays and resulting collection cycles. (e) All companies must maintain a local customer service telephone number while conducting business within the city. The telephone number must be publicly listed in a phone book and available through directory assistance. Each company providing trash receptacles, whether commercial or residential, must mark each receptacle with the company's name and telephone number in letters not less than four inches in height. Each company must provide a mechanism to accept, investigate, and respond to customer complaints. Companies are strongly encouraged to use multi-media devices including interactive websites, e-mail, fax, and automated telephone systems. Service calls received by the city as a result of noncompany performance will result in the consideration of revocation of a nonexclusive contract or the city's choice to not renew an existing agreement. (f) Any invoice, bill, statement, or other device intended to request remittance by the customer to the company of funds for payment of service shall include at a minimum, the company's telephone number and payment methods available to customers. STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 10 of 22 (g) All companies providing residential service or service to residential multi-family units must provide a recycling program to all customers. This program is intended to promote recycling programs throughout the city by reducing the amount of waste landfilled. Commodities may be commingled by the consumer and collected commingled by the hauler. Recycled commodities which must be offered in all programs are as follows: brown, clear, and green glass; steel and tin cans; aluminum cans, foil, pie pans, plastic items (#1, #2, and #3); cardboard, cereal boxes and any nonwaxed paper containers; brown paper grocery bags; newspapers; magazines; telephone books; junk mail; office papers; and school papers. Customers shall be charged for the recycling program by the company regardless of utilization of the service. Haulers are to include this service with their residential rate structure; however, the charge for recycling shall be shown separate from other services provided. (h) All companies providing commercial service must offer and promote a recycling program to all customers. This program is intended to promote recycling programs throughout the city by reducing the amount of waste landfilled. (i) All companies providing residential service must offer the collection of yard trimmings to all customers. This program is intended to assist in the collection and disposal of grass clippings; leaves; pine cones and needles; twigs, limbs, and trunks of trees meeting size limitations set by company; bushes, brush, and all other general debris generated from the maintenance of residential yards and lawns. (j) It shall be the company's obligation and responsibility to educate all customers on industry trends and best practices relating to solid waste collection, removal, and disposal. Such education programs must consist of the following elements: Recycling; holiday schedules; new customer information; and any service related items. All companies have the obligation to inform customers of any noncollected trash or items placed for collection by the customer but not covered under the agreement between the customer and the company. Further, it shall be the company's obligation and responsibility to educate customers on days of collection for each specific service provided. All education and communication between the company and customers should promote the placement of residential collectibles at the curb the night before pick-up. Receptacles, containers, or bagged materials shall not be left at the curb for longer than a 24-hour period. (Ord. No. 06-11-04, § 4, 11-21-2006; Ord. No. 07-11-54, § 4, 11-15-2007; Ord. No. 08- 11-30, § 4, 11-17-2008; Ord. No. 10-11-84, § 4, 11-15-2010) Sec. 46-67. - Vehicles to be covered and identified. (a) All vehicles used by company for the collection and transportation of refuse shall be covered at all times while loaded and in transit to prevent the blowing or scattering of refuse onto the public streets or properties adjacent thereto, and such vehicles shall be clearly marked with the company's name and telephone number in letters not less than four inches in height. (b) Company must provide a comprehensive and proactive driver safety education program which encourages safety on city streets. Such program must be demonstrated and conveyed to the city. Company must comply with all other regulatory agencies, both local, state, or otherwise with respect to commercial vehicle operation within the city. Service calls received by the city as a result of noncompany performance will result in STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 11 of 22 the consideration of revoking a nonexclusive contract or the city's choice to not renew an existing agreement. (c) Company must manage collection services delivered within the city to minimize the number of vehicles on city roads. Coordination between haulers and service providers is strongly encouraged to manage service vehicles on residential streets and neighborhoods. (d) Should company utilize "scout" trucks to facilitate collection in residential areas where it is not feasible to use standard collection vehicles, such vehicles must be covered at all times while loaded and in transit should they exceed 30 miles per hour or be driven more than 300 yards on a public street. (Ord. No. 06-11-04, § 5, 11-21-2006; Ord. No. 07-11-54, § 5, 11-15-2007; Ord. No. 08- 11-30, § 5, 11-17-2008; Ord. No. 10-11-84, § 5, 11-15-2010) Sec. 46-68. - Regulation of containers. The company may rent, lease, provide or define specifications for containers to any customer within the corporate limits of the city for refuse storage and collection purposes subject to the following requirements: (1) All containers shall be constructed and maintained according to industry practice; (2) All containers shall be equipped with stable covers to prevent blowing or scattering of refuse while being transported for disposal of their contents; (3) All containers, save and except those being used for the purpose of collecting and storing rubble, building and scrap construction materials, shall be equipped with covers suitable to prevent blowing or scattering refuse and access to the container by animals while the container is at the site designated by customer; (4) All containers shall be periodically cleaned, maintained, serviced and kept in a reasonably good state of repair, to prevent the unreasonable accumulation of refuse residues, to avoid excessive odor and harborage for rodents and flies resulting from excessive residues remaining after collection of containers; (5) All containers shall be clearly marked with the company's name and telephone number in letters not less than four inches in height; (6) All containers shall not be on public rights-of-way and shall be located so as to not interfere, block, obstruct or impede the normal use of any sidewalk, street, alley driveway or fire lane, or to block, obstruct or impede sight distance at street, road or alley intersections; (7) All containers, bins, or other collection instruments must be kept free from graffiti, rust, broken and nonoperational parts and pieces, and litter in and around the area; and (8) It shall be the responsibility of each company to educate their customers on the regulations of containers and maintain industry standards, policies, and procedures, which promote an aesthetically pleasing environment in and around all STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 12 of 22 refuse and waste containers and receptacles. (Ord. No. 06-11-04, § 6, 11-21-2006; Ord. No. 07-11-54, § 6, 11-15-2007; Ord. No. 08- 11-30, § 6, 11-17-2008; Ord. No. 10-11-84, § 6, 11-15-2010) Editor's note— Section 6 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46-68 from "Container requirements" to "Regulation of containers." Sec. 46-69. - Disposal of refuse. The company will deliver all waste collected by it from it's customers within the city, except for materials which the company may select for recovery and recycling, to a disposal facility that is permitted by the EPD to accept such refuse and waste. Rules and regulations governing hours of operation and disposal practices at the disposal facility will be observed and followed by the company while engaged in the disposal of refuse pursuant to this article. Any items collected as part of a recycling program must be delivered to a facility where recovery and reuse occurs. Should any company choose to offload or dispose of materials collected by one vehicle into another for transport to the final disposal facility, company shall make every available effort to perform such refuse transfer on property owned by the company or privately owned property where the company has an agreement with the property owner to perform such activity. In the event any transfer occurs on public land, including streets, alleys, rights-of-ways, roads, thoroughfares, avenues, parkways, expressways, or other areas designed and designated for public travel, company shall make every effort available to clean the area after completion of the transfer to insure the area is maintained at the same or better level than if the area was not used for this activity. In the event the city receives complaints regarding this practice, company shall be required to cease from this activity at the location of the complaint. (Ord. No. 06-11-04, § 7, 11-21-2006; Ord. No. 07-11-54, § 7, 11-15-2007; Ord. No. 08- 11-30, § 7, 11-17-2008; Ord. No. 10-11-84, § 7, 11-15-2010) Sec. 46-70. - Contract and rental fees. Contract fee. The streets, rights-of-way, and public easements to be used by the company in the operation of its business within the boundaries of the city as such boundaries now exist and exist from time to time during the term of this contract, are valuable public properties acquired and maintained by the city at great expense to its taxpayers, and the city will incur costs to regulate and administer this article. In consideration of such benefits, costs and expenses, the company shall through the term of its contract collect an "infrastructure maintenance fee" equal to five percent of the company's gross receipts to customers within the city (exclusive of sales tax). The term "infrastructure maintenance fee" shall be used on all bills, invoices, or statements sent by any company to a customer under this article. This fee is applicable to haulers that are providing trash and recycling collection to residential accounts as well as haulers serving commercial accounts. (1) Fees paid. The infrastructure maintenance fee shall be payable quarterly to the city and delivered to the city in conjunction with a statement indicating the derivation and calculation of such payment. Each such quarterly payment shall be due on the fifteenth day of the second month following the end of the quarterly period for which said payment is due. The quarterly payments shall be due on STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 13 of 22 February 15, May 15, August 15, and November 15 of each year during the term hereof, with the February 15 payment being based upon the company's gross receipts during the calendar quarter ending the prior December 31 and being payment for the rights and privileges granted hereunder for said calendar quarter, the May 15 payment being based upon the company's gross receipts during the calendar quarter ending the prior March 31 and being payment for the rights and privileges granted hereunder for said calendar quarter, the August 15 payment being based upon the company's gross receipts during the calendar quarter ending the prior June 30 and being payment for the rights and privileges granted hereunder for said calendar quarter, and the November 15 payment being based upon the company's gross receipts during the calendar quarter ending the prior September 30 and being payment for the rights and privileges granted hereunder for said calendar quarter. During the implementation of this article, all bills generated by companies after December 1, 2006, shall include the infrastructure maintenance fee. The city shall provide material relating to the education and marketing efforts of the infrastructure maintenance fee as well as provide education and training to company employees to ensure a consistent message is conveyed to constituents of the City of Milton. For purposes of verifying the amount of such fee, the books of the company shall at all reasonable times be subject to inspection by the duly authorized representatives of the city. If the infrastructure maintenance fee is not paid by the due date as set forth herein, the company from whom the fee was due shall be assessed and shall pay a late fee in the amount of 10% of the amount not timely paid. In addition, all amounts otherwise due, including late fees, shall accrue interest at the rate of 1.5% per calendar month beginning 30 days after the original due date. (2) No other rental fees. The contract fee shall be in lieu of any and all other city- imposed rentals or compensation or contract, privilege, instrument, occupation, excise or revenue taxes or fees and all other exactions or charges (except ad valorem property taxes, special assessments for local improvements, city sales tax, and such other charges for utility services imposed uniformly upon persons, firms or corporations then engaged in business within the city) or permits upon or relating to the business, revenue, installations and systems, fixtures, and any other facilities of the company and all other property of the company and its activities, or any part thereof, in the city which relate to the operations of the company pursuant to this article; provided, that this shall not be construed to prevent the company from being required to pay any and all applicable fees and charges in effect from time to time for dumping at a landfill or transfer station. (3) Credit for fees paid. Should the city not have the legal power to agree that the payment of the foregoing sums of money shall be in lieu of contracts, fees, street or alley rentals or charges, easement or ordinance fees or charges aforesaid, then city agrees that it will apply so much of said sums of money paid as may be necessary to company's obligations, if any, to pay any such contract, ordinance charges, other charges, fees, rentals, easement, taxes or charges. (4) Reporting. Any company providing service pursuant to this article or a resulting contract shall from time to time provide the city with the necessary statistics regarding waste collected and disposed which shall allow the city to comply with state reporting requirements. Such information shall be in the manner and format requested by the city and provide adequate details for the city to maintain compliance with local, state, federal, and all other guidelines relating to STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 14 of 22 solid waste collection, removal, and disposal. (5) Dedicated revenue. The infrastructure maintenance fee collected by the city under this article shall be dedicated to the following: (i) maintenance of the city's streets, corridors, alleys, thoroughfares, and transportation routes; (ii) administration of contract compliance between customers and companies where service is received as provided in this article; and (iii) collection of litter, trash and hazardous waste materials within the city. (Ord. No. 06-11-04, § 8, 11-21-2006; Ord. No. 07-11-54, § 8, 11-15-2007; Ord. No. 08- 11-30, § 8, 11-17-2008; Ord. No. 10-11-84, § 8, 11-15-2010) Editor's note— Section 8 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46-70 from "Fees" to "Contract and rental fees." Sec. 46-71. - Compliance with law. The company shall conduct under this article in compliance with the material provisions of all applicable local, state and federal laws, rules and regulations, and with the general specifications contained in this article. (Ord. No. 06-11-04, § 9, 11-21-2006; Ord. No. 07-11-54, § 9, 11-15-2007; Ord. No. 08- 11-30, § 9, 11-17-2008; Ord. No. 10-11-84, § 9, 11-15-2010) Editor's note— Section 9 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46-71 from "Compliance with local, state and federal regulations required" to "Contract and rental fees." Sec. 46-72. - Insurance provided by company. (a) Minimum coverage requirements. The company shall maintain throughout the term of its contract, property damage coverage, general liability insurance, and automobile liability insurance for any automobile owned or operated by company, with an insurance company authorized and licensed to do business in the State of Georgia and acceptable to the city, insuring against claims for liability and damages for the benefit of the city. The insurance shall include the city as an additional insured. General liability coverage insurance under this section shall be a minimum of $1,000,000.00 per occurrence with a $2,000,000.00 aggregate. Automobile liability insurance under this section shall, at a minimum, have limits of $1,000,000.00 for each occurrence. Additionally, umbrella coverage of $1,000,000.00 on both automobile liability insurance and general liability insurance is required. (b) Employer's liability. If the company is required by Georgia Statute, the company shall maintain throughout the term of the contract resulting from this article the requisite statutory workers' compensation insurance, and a minimum of $100,000.00 employer's liability insurance. Company shall be required to show compliance to this section by submitting documentation of such coverage from an approved carrier licensed in the State of Georgia, or documentation explaining the exemption from employer's liability insurance should they not meet the state requirements to carry such coverage. (c) Certificate of insurance. The insurance policy, or policies, obtained by the company in compliance with this section shall be approved by the city manager or his designee in the city manager's or his designee's reasonable discretion, and the certificate of insurance for the insurance policy shall be filed and maintained with the city during the STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 15 of 22 term of the contract resulting from this article with a copy of the endorsement required under subsection (d) to be attached or made a part of such certificate. (d) Endorsements. All insurance policies maintained pursuant to this article shall contain the following conditions by endorsement: (1) Additional insured. The city shall be an additional insured and the term "owner" and "city" shall include all authorities, boards, bureaus, commissions, divisions, departments and offices of the city and the individual members, officers, employees and agents thereof in their official capacities and/or while acting on behalf of the city. (2) Other insurance clause. The policy clause "other insurance" shall not apply to the city when the city is an insured on the policy. (3) No recourse. Companies issuing the insurance policies shall not recourse against the city for payment of any premium or assessment. (e) Increase requirements. The city may choose to amend this article to make reasonable adjustments to the insurance coverage and their limits when deemed necessary and prudent based upon changes in statutory law, court decisions, or the claims history of the industry. (Ord. No. 06-11-04, § 10, 11-21-2006; Ord. No. 07-11-54, § 10, 11-15-2007; Ord. No. 08-11-30, § 10, 11-17-2008; Ord. No. 10-11-84, § 10, 11-15-2010) Editor's note— Section 10 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46-72 from "Company to provide insurance" to "Insurance provided by company." Sec. 46-73. - Indemnification and hold harmless. The company agrees to indemnify, defend and save harmless the city, its agents, officers and employees, against and from any and all claims by or on behalf of any person, firm, corporation or other entity arising from any negligent act or omission or willful misconduct of the company, or any of its agents, contractors, servants, employees or contractors, and from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim or proceeding brought thereon. Promptly after receipt from any third party by city of a written notice of any demand, claim or circumstance that, immediately or with the lapse of time, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "asserted claim") that may result in losses for which indemnification may be sought hereunder, the city shall give written notice thereof (the "claims notice") to the company provided, however, that a failure to give such notice shall not prejudice the city's right to indemnification hereunder except to the extent that the company is actually and materially prejudiced thereby. The claims notice shall describe the asserted claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the losses that have been or may be suffered by the city when such information is available. The company may elect to compromise or defend, at its own expense and by its own counsel, any asserted claim. If the company elects to compromise or defend such asserted claim, it shall, within 20 business days following its receipt of the claims notice (or sooner, if the nature of the asserted claim so required) notify the city of its intent to do so, and the city shall cooperate, at the expense of the company, in the compromise of, or defense against, such asserted claim. If the company elects not to compromise or STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 16 of 22 defend the asserted claim, fails to notify the city of its election as herein provided or contests its obligation to provide indemnification under this agreement, the city may pay, compromise or defend such asserted claim with all reasonable costs and expenses borne by the company. Notwithstanding the foregoing, neither the company nor the city may settle or compromise any claim without the consent of the other party; provided, however, that such consent to settlement or compromise shall not be unreasonably withheld. In any event, the city and the company may participate at their own expense, in the defense of such asserted claim. If the company chooses to defend any asserted claim, the city shall make available to the company any books, records or other documents within its control that are necessary or appropriate for such defense. (Ord. No. 06-11-04, § 11, 11-21-2006; Ord. No. 07-11-54, § 11, 11-15-2007; Ord. No. 08-11-30, § 11, 11-17-2008; Ord. No. 10-11-84, § 11, 11-15-2010) Editor's note— Section 11 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46 -73 from "Company to indemnify city; defense of suits" to "Indemnification and hold harmless." Secs. 46-74—46-92. - Reserved. DIVISION 3. - TERMINATION OF CONTRACT Sec. 46-93. - Forfeiture and terminating of contract. Sec. 46-94. - Transfer, sale or conveyance by company. Sec. 46-95. - Foreclosure. Sec. 46-96. - Receivership and bankruptcy. Secs. 46-97—46-115. - Reserved. Sec. 46-93. - Forfeiture and terminating of contract. (a) Material breach. In addition to all other rights and powers retained by the city under this article or otherwise, the city reserves the right to declare any resulting contract from this article forfeited and to terminate the contract and all rights and privileges of the company hereunder in the event of a material breach of the terms and conditions hereof. A material breach by company shall include, but shall not be limited to, the following: (1) Fees. Failure to pay the fees set out in section 46-70 (2) Telephone listings. Failure to keep and maintain a local telephone listing and office or answering service that is available by phone without long distance charge during regular business hours for service to the public, and which telephone or office shall, at minimum, provide and maintain the following services: a. Coordinate and provide information concerning deposits, payments and accounts to customers and prospective customers; b. Respond to customer and prospective customer questions and issues about billings, accounts, deposits and services; c. Coordination with the city with respect to private sector and public works STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 17 of 22 projects and issues related to or affecting the company's operation; and d. Immediate response, upon request, to police, fire and other emergency situations in which the public health and safety requires action with respect to or assistance regarding company's property. (3) Failure to provide service. Failure to materially provide the services provided for in this article; (4) Misrepresentation. Material misrepresentation of fact in the application for or negotiation of any contract resulting from this article; or (5) Conviction. Conviction of any director, officer, employee, or agent of the company of the offense of bribery or fraud connected with or resulting from the award of a contract from this article. (b) Operation information. Material misrepresentation of fact knowingly made to the city with respect to or regarding company's operations, management, revenues, services or reports required pursuant to this article. (c) Economic hardship. Company shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors, officers or employees. (d) Forfeiture and proceedings. Any unwarranted and intentional neglect, failure or refusal of the company to comply with any material provision of this article or resulting contract within 30 days after written notice from city setting forth the specific provision and noncompliance, said notice to be mailed to company at its principal place of business by certified mail, return receipt requested, shall be deemed a breach of this article, and the city council, upon notice to company and hearing, may, for good cause declare a contract forfeited and exclude company from further use of the streets of the city under this article, and the company shall thereupon surrender all rights in and under this article and contract. (1) Proceedings. In order for the city to declare a forfeiture pursuant to subsections (a), (b), (c), (d), the city shall make a written demand that the company comply with any such provision, rule, order, or determination under or pursuant to this article. If such violation by the company continues for a period of 30 days following such written demand without written proof that the corrective action has been taken or is being actively and expeditiously pursued, the council may take under consideration the issue of termination of the resulting contract from this article. The city shall cause to be served upon company, at least 20 days prior to the date of such a council meeting, a written notice of intent to request such termination and the time and place of the meeting. Notice shall be given of the meeting and issue which the council is to consider. (2) Hearing. The council shall hear and consider the issue, hear any person interested therein, and shall determine whether or not any violation by the company has occurred. (3) Forfeiture. If the council shall determine that the violation by the company was the fault of company and within its control, the council may declare the contract forfeited and terminated, or the council may grant to company a period of time for STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 18 of 22 compliance. (Ord. No. 06-11-04, § 12, 11-21-2006; Ord. No. 07-11-54, § 12, 11-15-2007; Ord. No. 08-11-30, § 12, 11-17-2008; Ord. No. 10-11-84, § 12, 11-15-2010) Editor's note— Section 12 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46 -93 from "Forfeiture" to "Forfeiture and terminating of contract." Sec. 46-94. - Transfer, sale or conveyance by company. The company shall not transfer, assign, sell or convey any rights granted under any resulting contract from this article without the prior approval of the city council; provided that this section shall not apply to vehicles, replacements, maintenance, upgrades or modifications of equipment, machinery, containers and buildings by company for the purpose of maintaining and continuing its operation within the city; and provided further that company may, in its sole discretion and upon written notice to the city, transfer, assign, sell or convey their rights under this article to a wholly owned subsidiary of the company or to an affiliated entity that is under common control with company (i.e., has a common parent entity). (Ord. No. 06-11-04, § 13, 11-21-2006; Ord. No. 07-11-54, § 13, 11-15-2007; Ord. No. 08-11-30, § 13, 11-17-2008; Ord. No. 10-11-84, § 13, 11-15-2010) Editor's note— Section 13 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46 -94 from "Transfer, sale or conveyance by company prohibited; exceptions" to "Transfer, sale or conveyance by company." Sec. 46-95. - Foreclosure. upon the foreclosure or other judicial sale of all or a substantial part of the assets and property of the company used for and dedicated to providing service pursuant to this article, the company shall notify the city of such fact, and such notification shall by treated as a notification that a change in control of the company has taken place and the provisions of this article governing the consent of the council to such change in control of the company shall apply. Upon the foreclosure or judicial sale, or the leasing of all or a substantial part of the property and assets of the company dedicated to and used for the purposes of providing service pursuant to this article, without the prior approval of the council, the council may, upon hearing and notice, terminate any contract resulting from this article. (Ord. No. 06-11-04, § 14, 11-21-2006; Ord. No. 07-11-54, § 14, 11-15-2007; Ord. No. 08-11-30, § 14, 11-17-2008; Ord. No. 10-11-84, § 14, 11-15-2010) Editor's note— Section 14 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46 -95 from "Foreclosure or judicial sale" to "Foreclosure." Sec. 46-96. - Receivership and bankruptcy. Cancellation option. The council shall have the right to cancel any contract resulting from this article 120 days after the appointment of a receiver or trustee to take over and conduct the business of the company, whether in receivership, reorganization, bankruptcy, other action or preceding, whether voluntary or involuntary, unless such receivership or trusteeship shall have been vacated prior to the expiration of said 120 days, unless: STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 19 of 22 (1) Trustee compliance. Within 120 days after his election or appointment, such receiver trustee shall have fully complied with all the provisions of this article and remedied all defaults thereunder; or (2) Trustee agreement. Such receiver or trustee, within 120 days, shall have executed an agreement, duly-approved by the court having jurisdiction, whereby the receiver or trustee assumes and agrees to be bound by each and every provision of this article granted to the company. (Ord. No. 06-11-04, § 15, 11-21-2006; Ord. No. 07-11-54, § 15, 11-15-2007; Ord. No. 08-11-30, § 15, 11-17-2008; Ord. No. 10-11-84, § 15, 11-15-2010) Secs. 46-97—46-115. - Reserved. DIVISION 4. - ADDITIONAL PROVISIONS Sec. 46-116. - Retention of city police powers. Sec. 46-117. - Amendments of city ordinances and regulations. Sec. 46-118. - Taxes. Sec. 46-119. - Public necessity. Sec. 46-120. - No suspension of laws. Sec. 46-121. - Peaceful employment. Sec. 46-122. - Endorsements and records. Sec. 46-123. - Acceptance by company. Sec. 46-116. - Retention of city police powers. The city retains and reserves all of its police powers and the rights, privileges, and immunities that it now has under the law to regulate, patrol and police the streets and public ways within the city, and the granting of any contract as a result of this article shall in no way interfere with the improvements to, or maintenance of, any street, alley or public way, and the rights of the city to use said streets, alleys and public ways. (Ord. No. 06-11-04, § 16, 11-21-2006; Ord. No. 07-11-54, § 16, 11-15-2007; Ord. No. 08-11-30, § 16, 11-17-2008; Ord. No. 10-11-84, § 16, 11-15-2010) Sec. 46-117. - Amendments of city ordinances and regulations. The city reserves the right and power, pursuant to its police power, after due notice to company, to modify, amend, alter, change or eliminate any rules, regulations, fees, charges and rates of the city, and to impose such additional conditions, that are not inconsistent with the rights granted by this article, upon the company and all persons, firms or entities of the same class as the company, as may be reasonably necessary in the discretion of the city council to preserve and protect the public, health, safety and welfare and/or insure adequate service to the public. (Ord. No. 06-11-04, § 17, 11-21-2006; Ord. No. 07-11-54, § 17, 11-15-2007; Ord. No. 08-11-30, § 17 11-17-2008; Ord. No. 10-11-84, § 17, 11-15-2010) Editor's note— Section 17 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 20 of 22 117 from "Reservation to amend city ordinances and regulations" to "Amendments of city ordinances and regulations." Sec. 46-118. - Taxes. The company shall promptly pay all lawful ad valorem taxes, levies and assessments, if any, that are imposed upon the company. Absent an administrative or judicial challenge, or appeal, the failure to pay any such tax, levy or assessment shall be a breach of this article. (Ord. No. 06-11-04, § 18, 11-21-2006; Ord. No. 07-11-54, § 18, 11-15-2007; Ord. No. 08-11-30, § 18, 11-17-2008; Ord. No. 10-11-84, § 18, 11-15-2010) Editor's note— Section 18 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- 118 from "Payment of taxes required" to "Taxes." Sec. 46-119. - Public necessity. The council hereby finds and declares that the public welfare, convenience and necessity require the service which is to be furnished by the company. (Ord. No. 06-11-04, § 19, 11-21-2006; Ord. No. 07-11-54, § 19, 11-15-2007; Ord. No. 08-11-30, § 19, 11-17-2008; Ord. No. 10-11-84, § 19, 11-15-2010) Editor's note— Section 19 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- 119 from "Disposal of solid waste deemed public necessity" to "Public necessity." Sec. 46-120. - No suspension of laws. All provisions of the ordinances of the city as now existing or as may be amended from time to time, and all provisions of the statutes of the State of Georgia applicable to general law cities shall be a part of any resulting contract from this article as fully as if the same had been expressly stated herein, and said the city retains and may exercise all of the governmental and police powers and all other rights and powers not directly inconsistent with the terms, conditions and provisions of this article. (Ord. No. 06-11-04, § 22, 11-21-2006; Ord. No. 07-11-54, § 22, 11-15-2007; Ord. No. 08-11-30, § 22, 11-17-2008; Ord. No. 10-11-84, § 22, 11-15-2010) Editor's note— Section 22 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- 120 from "City ordinances and state law considered part of contract" to "No suspension of laws." Sec. 46-121. - Peaceful employment. From and after the effective date of this article, the city and the company shall be and are hereby authorized and entitled to act in reliance upon the terms, conditions and provisions of this article and any resulting contract and, subject thereto, the company shall collect rates for service, operate and conduct its business and work within the city, and enjoy the benefits and privileges of this article during the term hereof. (Ord. No. 06-11-04, § 23, 11-21-2006; Ord. No. 07-11-54, § 23, 11-15-2007; Ord. No. 08-11-30, § 23, 11-17-2008; Ord. No. 10-11-84, § 23, 11-15-2010) Editor's note— Section 23 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- 121 from "City and company to rely on this chapter" to "Peaceful employment." STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 21 of 22 Sec. 46-122. - Endorsements and records. The city clerk is directed to make endorsements as appropriate over his/her official hand and the seal of the city on the form provided at the conclusion of this article, for the public record and convenience of the citizens, of the date upon which this article is finally passed and adopted. (Ord. No. 06-11-04, § 25, 11-21-2006; Ord. No. 07-11-54, § 25, 11-15-2007; Ord. No. 08-11-30, § 25, 11-17-2008; Ord. No. 10-11-84, § 25, 11-15-2010) Sec. 46-123. - Acceptance by company. Within 30 days after the passage of this article, or within 30 days of establishing a business within the corporate city limits, all companies operating a residential or commercial refuse waste service shall file with the city its acceptance of the terms and provisions of this article, and request for contract. The acceptance and request for contract shall be in writing on the company's letterhead and provide as follows: City of Milton Attention: City Manager 13000 Deerfield Parkway, Suite 107A/B 107F Milton, GA 30004 ____________ (the "Company"), acting by and through an officer who is acting within its official capacity and authority, hereby accepts the City of Milton Solid Waste Ordinance to operate a refuse and solid waste collection and disposal system within the City as said Ordinance is set forth and provided herewith. The Company agrees to be bound and governed by each term, provision and condition of the Ordinance, to accept and to give the benefits provided by the Ordinance, and to perform each service and duty set forth and provided for in the Ordinance in a businesslike and reasonable manner and in compliance with the Ordinance. Company: ..... By: ..... Printed Name: ..... Title: ..... (Ord. No. 06-11-04, § 26, 11-21-2006; Ord. No. 07-11-54, § 26, 11-15-2007; Ord. No. 08-11-30, § 26, 11-17-2008; Ord. No. 10-11-84, § 26, 11-15-2010) Editor's note— Section 26 of Ord. No. 10-11-84, adopted Nov. 15, 2010, changed the title of § 46- 123 from "Written acceptance of company required" to "Acceptance by company." 46-124. – Decal STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 22 of 22 Upon satisfactory compliance with the requirements set forth in this Chapter in order to allow the company to collect and/or dispose of waste, garbage and/or refuse, the City shall issue to the company a decal designating the company as an approved Milton hauler in compliance with the City’s solid waste ordinance. EA HOMEOF'THE BEStT0 . N*k ` . ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: RZ14-14 - Consideration of an Ordinance to Amend Section 64-1596 Event; Special Indoor/Outdoor, of the City of Milton, Georgia Code of Ordinances to Include Provisions of Chapter 34, Article III, Division 2, to Streamline the Existing Regulation of Special Events; and to Limit Sales from Vehicles at Special Events; to Provide for the Repeal of Conflicting Ordinances; to Provide an Effective Date; and for Other Lawful Purposes. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: 9 YES () NO CITY ATTORNEY REVIEW REQUIRED: X YES {) NO APPROVAL BY CITY ATTORNEY OAPPROVED () NOT APPROVED PLACED ON AGENDA FOR: REMARKS I T PHONE: 678.242.25001 FAX: 678.242.2499 Green V info@61-yofmiltonga.us j www.cityofmiitonga.us Community 4 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 1. ����� To: Honorable Mayor and City Council Members From: Jason Wright, Director of Innovation & Engagement Date: Submitted on September 19, 2014 for the November 3, 2014 and November 17, 2014 Regular Council Meeting Agenda Item: RZ14-14 - Consideration of an Ordinance to Amend Section 64-1596 Event; Special Indoor/Outdoor, of the City of Milton, Georgia Code of Ordinances to Include Provisions of Chapter 34, Article III, Division 2, to Streamline the Existing Regulation of Special Events; and to Limit Sales from Vehicles at Special Events; to Provide for the Repeal of Conflicting Ordinances; to Provide an Effective Date; and for Other Lawful Purposes. ______________________________________________________________________________ Department Recommendation: Approval. Executive Summary: In September City Manager Chris Lagerbloom asked the Communications Department to take over permitting of Special Events. In addition to modifying the permit process, we pulled all special event language from Parks and Recreation code. This ordinance moves all special events code to one section in Chapter 64. Funding and Fiscal Impact: No funding impact. Alternatives: Denial; continuation of current code. Legal Review: Paul Higbee – Jarrard & Davis (9/19/2014) Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Ordinance STATE OF GEORGIA COUTY OF FULTON ORDINANCE NO. RZ14-14 AN ORDINANCE TO AMEND SECTION 64-1596 EVENT; SPECIAL INDOOR/OUTDOOR, OF THE CITY OF MILTON, GEORGIA CODE OF ORDINANCES, TO INCLUDE PROVISIONS OF CHAPTER 34, ARTICLE III, DIVISION 2, TO STREAMLINE THE EXISTING REGULATION OF SPECIAL EVENTS; AND TO LIMIT SALES FROM VEHICLES AT SPECIAL EVENTS; TO PROVIDE FOR THE REPEAL OF CONFLICTING ORDINANCES; TO PROVIDE AN EFFECTIVE DATE; AND FOR OTHER LAWFUL PURPOSES BE IT ORDAINED that the City Council of the City of Milton, GA while in a regularly called council meeting on November 17, 2014 at 6:00 p.m. does hereby ratify and approve the following Ordinance: SECTION 1. That Chapter 64, Article IX, Division 3, Subdivision II, Section 64-1596 of the Milton Code is hereby amended by deleting the Section in its entirety and replacing it with the language attached hereto as Exhibit “A”. SECTION 2. That Chapter 34, Article III, Division 2, Sections 34-63, 34,-64, 34-65 and 34- 66 are deleted. SECTION 3. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 4. That this Ordinance shall become effective upon its adoption. ORDAINED this the 17th day of November, 2014. ____________________________________ Joe Lockwood, Mayor Attest: ______________________________ Sudie AM Gordon, City Clerk (Seal) RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 1 of 7 Sec. 64-1596. Event; special indoor/outdoor. 1. Definitions. The following words, terms and phrases, when used in this articleSection, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Special event means any activity which occurs upon private or public property that will significantly affect the ordinary use of the property parks, sidewalks or access roads in such a way as to constitute a public nuisance. a. The term "special event" includes, but is not limited to: i. Fairs; ii. Tours; iii. Grand opening celebrations; iv. Arts festivals; v. Concerts; and vi. Holiday celebrations. b. The term "special event" does not include private social gatherings on private property which will make no use of city streets other than for lawful access and parking. c. The term "special event" also does not include: i. Garage sales; ii. Lawn sales; iii. Rummage sales; or iv. Any similar casual sale of tangible personal property. 2. Required. a. No person or organization shall conduct a special event without first having obtained a special event permit from the city. City staff may shall issue a special event permits for special eventsupon compliance with the requirements of this Section, which events would otherwise constitute a public nuisance without such permit. RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 2 of 7 b. As applicableNotwithstanding the issuance of a special event permit, such issuance shall not alleviate the obligation to comply with , special events are subject to the requirements of other city departments, such as emergency medical services plans, emergency planning and preparedness plans, tent permits, pyrotechnics permits, food service permits, etc., as well as with other sections of this Code, including, but not limited to those regulating : i. Alcoholic beverages; ii. Business licenses; iii. Fire safety; iv. Zoning; and v. Signs. c. Required districts. O-I, MIX, C-1, C-2, M-1A, M-1, M-2, AG-1 and residential districts in conjunction with an institutional use, such as a place of worship or a school, or for the benefit of charity such as tours of homes, show houses, and the like. All districts. 3. Standards. a. No more than two administrative special event permits shall be granted per year and no permit shall be effective for more than 14 consecutive days for a single event on the same property. An application for said permit shall be made no less than 14 days prior to the event. Said permit must be in possession of the applicant and available for inpsection during the hours for which the permit is issued. b. City staff will determine if the hours of the special event constitute a public nuisance. c. Two copies of a drawing, no larger in size than 11 inches by 17 inches, with dimensions (distances in feet) of the activity's location from the site's property lines and other minimum distance requirements as specified by this section shall be submitted to the community development department for approval. Said drawing shall also depict north arrow, curb cuts and traffic patterns. d. The applicant shall provide a notarized written permission statement of the property owner or leaseholder of the subject site to the community development department. A 24-hour contact number of the property owner or leaseholder shall be provided along with permit application. e. The entire property shall comply with the zoning district's setback requirements. f. No temporary sanitary facility or trash receptacle may be located within 100 feet of a property line of any residential use. RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 3 of 7 g. No tent, table or other temporary structure shall be located within the applicable minimum building setbacks on the subject site250 feet of a residential structure. i. Tents less than 5,000 square feet do not require a building permit; tents equal to or greater than 5,000 square feet require structural plan review and a building permit. ii. All tents are subject to the fire department's approval. h. Sales from vehicles are prohibited unless approved for the special event by the Special Event coordinator for the City of Milton. i. The entire property shall comply with city's parking requirements. j. No equipment, vehicle, display or sales activity shall block access to a public facility such as a telephone booth, mail box, parking meter, fire hydrant, fire alarm box, traffic control box, driveway or other access point. k. A sSound levels shall be in accordance with article VII of Chapter 20 of the City Code. of 65 dBA shall not be exceeded at adjacent property lines of any residential use. l. Signage shall be in accordance with article XVI of this zoning ordinance. m. Any special event with an expected sustained attendance of more than 500 at any given time is required to provide a medical team (paramedic/EMT) and two off-duty police officers. Only City of Milton police officers may direct traffic on city streets. Medical teams must be City of Milton Fire Department employees. Police oOfficers are shall be compensated at $50 an hour an approved rate per hour with a two hour minimum. Firefighters Fire Department employees shall be are compensated based on the size and infrastructure needs of the event (ambulance, fire truck, etc.). 4. Application. a. Required; fee. An application for a special event permit shall be submitted to the recreation and parks director with a nonrefundable fee in the amount established from time to time by the city council no later than 60 days prior to the proposed event. b. Waiver of fee for charitable event. Upon a written request and submittal of the appropriate documentation, the city manager may waive or reduce the permit application fee for fundraising for charitable events if he or she determines that such fee is overly burdensome to the requestor or does not promote the city's general welfare. c. Contents. The following information shall be provided on with everyany permit application: i. Purpose of the special event; Comment [PF1]: Must this be a city police officer (see the next sentence) if they are not directing traffic? RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 4 of 7 ii. Name, address, and telephone number of sponsoring organization and the individual who is responsible for supervising and directing their proposed event; iii. Proposed date, location, and hours of operation; iv. Schedule of proposed events; v. Projected attendance at the event; vi. Plan for parking, restroom facilities and sanitation concerns; and vii. Any other such information as the special events coordinator deems reasonably necessary to determine that the permit meets the requirements of this articleSection. d. Complying with other Code sections. The permit shall not waive the requirements of complying with other sections of this Code including, but not limited to, regulations on: i. Alcoholic beverages; ii. Business licenses; iii. Fire safety; iv. Zoning; and v. Signs. de. Waiver of time limit. i. The 60 day time requirement of subsection (a) of this section may be waived by the city manager upon a written request and submittal of the appropriate documentation that shows clear and compelling need of immediate action. Among other reasons, Iignorance of the permit requirement shall not establish clear and convincing need. ii. Unless expressly provided elsewhere in this articleNotwithstanding the proceeding paragraph, no special event permit shall be issued for applications submitted less than three days before an a special event. 5. Denial and revocation. a. Reasons for the denial of a special event permit include, but are not limited to, the following: RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 5 of 7 i. The event will require the diversion of so many public employees that allowing the event would unreasonably deny service to the remainder of the city; ii. The application contains incomplete or false information; iii. The applicant fails to comply with all terms of this articleSection, including the failure to remit all fees and deposits or the failure to provide proof of insurance, bonds, and a save-harmless agreement to the city; and iv. The event will last longer than three days. b. Reasons for the revocation of a special events permit include: i. The application contained incomplete or false information; ii. The applicant does not comply with all terms and conditions of permit; iii. The applicant fails to arrange for or adequately remit all fees, deposits, insurance, or bonds to the city; iv. A disaster, public calamity, change in applicable law, riot, or other emergency exists. v. All permits issued pursuant to this article Section shall be temporary and do not vest any permanent rights. 6. Performance bond. a. Required. A performance deposit bond in the amount of 150 percent of the total estimated costs of the special event to the city shall be remitted to the city before the special event permit is issued. The terms of the bond shall be such that the bond shall not be released until the actual cost of the special event has been paid to the city. For purposes of calculating total estimated costs and the actual cost of the special event, no consideration shall be given to the cost of providing security or traffic control. Furthermore, no consideration may be given to the message of the special event, nor to the content of speech, nor the identiy or associational relationships of the applicant, nor to any assumptions or predictions as to the amount of hositility which may be aroused in the public by the content of speech or message conveyed as part of the special event. b. Waiver. The requirement in subsection (a) may be waived by the city manager where the city manager finds that, based on specific factual findings, that the performance deposit bond would be unduly overly burdensome, would unduly burden speech, would impair the general welfare of the city, or would be unnecessary given the size of the event or the past history. 7. Insurance. Comment [PF2]: Is this an attempt to get the determination in writing? Don’t need “specific factual” unless it is intended to mean something else, in which case it should be made clear. So only need to say “where the city manager finds that RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 6 of 7 a. Required. At the city's request, the applicant may be required to obtain and present evidence of a surety indemnity bond or comprehensive liability insurance naming the city as an additional insured. b. Minimum requirements. The insurance requirement is a minimum of $300,000.00, personal injury per occurrence, and $100,000.00, property damage per occurrence against all claims arising from permits issued pursuant to this article. c. Additional coverage may be required. If the event poses higher risks than covered by such insurance, the applicant shall be responsible for assessing the risks of the event and obtaining additional insurance coverage naming the city as an additional insured. 8. Save-harmless agreement required. The applicant is required to provide a save-harmless agreement in which the applicant agrees to defend, pay, and save harmless the city, its officers, and employees, from any and all claims or lawsuits for personal injury or property damage arising from or in any way connected to the special event; excepting any claims arising solely out of the negligent acts of the city, its officers, and employees. 9. Cleanup requirements. a. A special event permit may be issued only after adequate waste disposal facilities, including, where necessary, portable toilets, have been identified and evidence of a contract to provide the required facilities is provided obtained by the applicant. b. The applicant will clean public property of rubbish and debris, returning it to its pre- event condition, within 24 hours of the conclusion of the special event. c. If the applicant fails to clean up such refuse, such clean up shall be arranged by the city and the costs charged to the applicant. 10. City manager may waiver bond requirement. Upon written request and submittal of appropriate documentation, the city manager may waive the bond requirement if he or she determines that such fee is: a. Overly burdensome; b. Unlawfully burdens speech; or c. Does not promote the general welfare of the city. 12. City invokes sovereign immunity right. RZ14-14 – Text Amendment prepared for the City of Milton Mayor and City Council Meeting on November 3, 2014 (First Presentation). Page 7 of 7 a. This section shall not be construed as a waiver of any immunity to which the city is entitled. b. This article section shall not be construed as imposing upon the city or its officials or employees or agents any liability or responsibility for any injury or damage to any person in any way connected to the use for which permit has been issued. c. The city and its officials and employees and agents shall not be deemed to have assumed any liability or responsibility by reasons of: i. Inspections performed; ii. The issuance of any permit; or iii. The approval of any public property use. HOME OF ` ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of an Ordinance to Amend Chapter 46, Solid Waste, Article II, Littering, Section 46-24, to Require Construction Site Operators to Properly Dispose of Building Materials and Waste at a Construction Site that may Cause Adverse Impacts to Water Quality. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED CITY ATTORNEY APPROVAL REQUIRED: Y) YES CITY ATTORNEY REVIEW REQUIRED: V YES APPROVAL BY CITYATTORNEY PLACED ON AGENDA FOR.- REMARKS OR: REMARKS APPROVED O NOT APPROVED O NO (} NO {) NOT APPROVED ©itYouE PHONE: 678.242.25001 FAX: 678.242.249910 Gfeen *Cmficd* Top i6 infoftityofmiltonga.us I www.cityofmilbuILOUEE Community y 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: James Seeba, Stormwater Engineer Carter Lucas, Public Works Director Date: Submitted on October 28, 2014 for the November 3, 2014 Regular Council Meeting Agenda Item: Consideration of an Ordinance to Amend Chapter 46, Solid Waste, Article II, Littering, Section 46-24, to Require Construction Site Operators to Properly Dispose of Building Materials and Waste at a Construction Site that may Cause Adverse Impacts to Water Quality. ____________________________________________________________________________ Department Recommendation: Approval. Executive Summary: As part of the City’s NPDES stormwater permit requirements, the Georgia Department of Natural Resources is requiring that our Solid Waste and Litter Control Ordinance be revised to include the control of litter and debris from construction sites in the City. Funding and Fiscal Impact: Funding is not required. Alternatives: There are no alternatives. This revision is required by the Georgia DNR. Legal Review: Jarrard & Davis, LLP – Paul Higbee, 10/28/2014 Concurrent Review: Chris Lagerbloom, City Manager Attachment(s): Chapter 46, Solid Waste, Article II, Section 46-24 STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON Page 1 of 2 AN ORDINANCE TO AMEND CHAPTER 46, SOLID WASTE, ARTICLE II, LITTERING, SECTION 46-24, (PROHIBITED) OF THE CITY OF MILTON CODE OF ORDINANCES) BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on November 17, 2014 6:00 p.m. as follows: SECTION 1. That the amendment, attached hereto as Exhibit A and incorporated herein by reference as if fully set forth herein, of Article II, Section 46-24 of the City of Milton Code of Ordinances is hereby adopted and approved; and SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 17th day of November, 2014. _____________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk (Seal) Page 2 of 2 Sec. 46-24. - Prohibited. (a) Unlawful acts defined. (1) Public littering. It shall be unlawful for any person, in person or by his or her agent, employee, or servant, to cast, throw, sweep, sift, or deposit in any manner in or upon any public way or other public place in the city or the river, creek, branch, public water, drain , sewer, or receiving basin within the city's jurisdiction, any kind of leaves, dirt, rubbish, waste article, thing, or substance whatsoever, whether liquid or solid. Nor shall any person cast, throw, sweep, sift, or deposit any of the aforementioned items anywhere within the city's jurisdiction in such a manner that it may be carried or deposited in whole or in part, by the action of the sun, wind, rain, or snow, into any of the aforementioned places; provided that this section shall not apply to: a. The deposit of material under a permit authorized by any city ordinance; b. Goods, wares, or merchandise deposited upon any public way or other public place temporarily, in the necessary course of trade, and removed therefrom within two hours after being so deposited; or c. Articles or things deposited in or conducted into the city sewer system through lawful drains in accordance with the city ordinances relating thereto. (2) Private littering. The acts described in subsection (a)(1) of this section shall also apply to acts committed to or against private property without the consent of the owner. (b) All business firms dispensing their product in cups, plates, wrappers, sacks, and other simila r forms of containers shall provide adequate metal or plastic containers upon the premises for collection of refuse. It shall be the express responsibility of all such business firms to collect all cups, plates, wrappers, sacks, and other similar forms of containers dispensed by said business that may discarded upon the premises or neighboring street and sidewalks. It further shall be the responsibility of said business to collect the aforementioned items from the premises of the neighboring property when the owners of the property specifically request and authorize the business personnel to enter upon their property for that purpose. (c) Construction site operators must properly dispose (or discard) building materials, concrete truck washout, chemicals, litter, and sanitary waste at the construction site that may cause adverse impacts to water quality. All construction site operators shall provide adequate containers upon the premises for collection of said materials and any waste generated or collected at the site. (d) Any person who shall violate any of the provisions of, or who fails to perform any duty imposed by this section or who violates any order or determination of the department promulgated pursuant to this article shall be punished as directed by law, and in addition thereto, may be enjoined from continuing the violation. Each day a violation occurs shall constitute a separate offense. Any willful and wanton violation of this subsection resulting in the unlawful littering of the streets, side walks, and neighboring property shall be deemed a nuisance and on conviction thereof by the city court, the mayor and city council may after a notice and a hearing revoke the business license of the violator. rix HOME OF' FSTAIiLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Resolution Adopting the 2015 City of Milton City Council Regular Meeting and Work Session Schedule. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER.' WAPPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES X NO CITY ATTORNEY REVIEW REQUIRED: () YES VNO APPROVAL BY CITY ATTORNEY () APPROVED () NOT APPROVED PLACED ON AGENDA FOR REMARKS 9110Your PHONE: 678.242.25001 FAX: 678.242.2499 Gre_en^ V ; Cemied* roPiou info@6tyofmi1tonga.us I www.cityofmilfonga.us WILDLIR Community 4 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 To: Honorable Mayor and City Council Members From: Sudie Gordon, City Clerk Date: Submitted on November 4, 2014 for the November 17, 2014 City Council Regular Meeting Agenda Item: Consideration of a Resolution Adopting the 2015 City of Milton City Council Regular Meeting and Work Session Schedule. ____________________________________________________________________________ Department Recommendation: Approve the Council and Work Session meeting dates for 2015. Executive Summary: The City of Milton is committed to conducting city business in a manner that complies with all legal requirements, fosters citizen confidence in city government, and promotes efficient and effective government operations. As part of our open and transparent government process, the Mayor and City Council will adopt a yearly meeting schedule. Funding and Fiscal Impact: N/A Alternatives: N/A Legal Review: N/A Concurrent Review: Chris Lagerbloom, City Manager Attachment(s):  Resolution Adopting the 2015 City of Milton City Council Regular Meeting and Work Session Schedule  Council and Work Session Meeting Dates 2015  City of Milton 2015 Holiday Schedule J A N U A R Y S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 F E B R U A R Y S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 M A R C H S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 A P R I L S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 M AY S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 J U N E S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 J U L Y S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 A U G U S T S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 S E P T E M B E R S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 O C T O B E R S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 N O V E M B E R S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 D E C E M B E R S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 2015 MEETING CALENDAR 2015 Council and Work Session Meeting Calendar Work Session Dates A Work Session is scheduled on dates highlighted: they may be canceled by Council if not needed. Regular Council Meeting Days 2015 Holidays Observed 1/1 New Year’s Day 1/19 Martin Luther King Day 2/16 Presidents Day 5/25 Memorial Day 7/3 Independence Day 9/7 Labor Day 11/11 Veteran’s Day 11/26-27 Thanksgiving 12/24 City Manager’s Floating Day 12/25 Christmas Day 2015 Fulton County School Calendar 12/22/14 -1/5/15 Holiday Break 1/19 Martin Luther King 2/16 Presidents Day 4/6-10 Spring Break 5/22 Last Day of School January 23-26 Mayor’s Day Conference Atlanta, GA June 26-30 GMA Conference Savannah, GA CITY OF MILTON 2015 HOLIDAY SCHEDULE HOLIDAY DATE OBSERVED New Year’s Day Thursday, January 1, 2015 Martin Luther King, Jr. Birthday Monday, January 19, 2015 President’s Day Monday, February 16, 2015 Memorial Day Monday, May 25, 2015 Independence Day Observed Friday, July 3, 2015 Labor Day Monday, September 7, 2015 Veteran’s Day Wednesday, November 11, 2015 Thanksgiving Day Thursday, November 26, 2015 Day After Thanksgiving Friday, November 27, 2015 City Manager’s Floating Holiday Thursday, December 24, 2015 Christmas Day Friday, December 25, 2015 Employee’s Holiday Employee’s Birthday STATE OF GEORGIA COUNTY OF FULTON RESOLUTION NO. A RESOLUTION ADOPTING THE 2015 CITY OF MILTON CITY COUNCIL REGULAR MEETING AND WORK SESSION SCHEDULE BE IT RESOLVED by the City Council of the City of Milton, Georgia while in Regular Session on the 17th day of November 2014 at 6:00 pm as follows: SECTION 1. That the schedule for the 2015 City Council Regular and Work Session Council Meeting Dates is hereby approved as attached; and SECTION 2. That resolutions in conflict with this Resolution are hereby repealed; and SECTION 3. That this Resolution will become effective January 1, 2015. RESOLVED this 17th day of November 2014. Approved: __________________________ Joe Lockwood, Mayor Attest: _____________________________ Sudie AM Gordon, City Clerk (Seal) HOME OF' c BEu i LTON*k ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Waiver Regarding Joint Representation of the City of Milton and Milton Public Building and Facilities Authority Related to Revenue Bond. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER. {APPROVED O NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: J YES () NO CITY ATTORNEY REVIEW REQUIRED: ( YES () NO APPROVAL BY CITYATTORNEY APPROVED O NOT APPROVED PLACED ON AGENDA FOR: REMARKS [i4 In Youm N.*** PHONE: 678.242.25001 FAX.- 678.242,2499 Green + *cecciiied* in#aC?cityofmiltongq.us l www.cityofmiltonga.us+<<-� ��� Community 4 F��;` 5� 13000 Deerfield Parkway, Suite 107 1 Milton. GA 30004�a<<` t4lb Page 1 of 2 WAIVER REGARDING JOINT REPRESENTATION OF THE CITY OF MILTON AND MILTON PUBLIC BUILDING AND FACILITIES AUTHORITY RELATED TO REVENUE BOND WHEREAS, Jarrard & Davis, LLP is the City Attorney for the City of Milton, Georgia and the Milton City Council; and WHEREAS, Jarrard & Davis, LLP is the general counsel for the Milton Public Building and Facilities Authority; and WHEREAS, the City Council and the Public Building and Facilities Authority are currently undertaking a revenue bond; and WHEREAS, Jarrard & Davis, LLP proposes to represent the City Council and the Public Building and Facilities Authority with respect to this revenue bond; and WHEREAS, Jarrard & Davis, LLP seeks the informed consent of the City Council to undertake joint representation of the City Council and the Public Building and Facilities Authority for the following reasons:  The interests of the Public Building and Facilities Authority and the City of Milton are aligned;  The Public Building and Facilities Authority is the alter ego of City Council;  There is a low probability that an actual conflict will arise;  If an actual conflict occurred where independent and zealous representation could not be provided, withdrawal would occur. NOW THEREFORE, in light of the above, the Milton City Council does hereby approve the joint representation of the City of Milton and the Public Building and Facilities Authority correspondingly waives any apparent or potential conflict of interest arising from or attributable to the representation of City Council by the law firm of Page 2 of 2 Jarrard & Davis, LLP in the revenue bond transaction, and Jarrard & Davis, LLP, shall continue to represent both the City of Milton and the Public Building and Facilities Authority on this matter. This waiver having been approved by the City Council This ______ day of _________, 2014. CITY OF MILTON, GEORGIA, CITY COUNCIL BY: __________________________________________ Joe Lockwood, Mayor HOME OF ` ESTAI3L1SHFD 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 12, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Supplemental Resolution Authorizing the Execution, Delivery and Performance of an Intergovernmental Contract Relating to the City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: M APPROVED CITY ATTORNEY APPROVAL REQUIRED: (} YES CITY ATTORNEY REVIEW REQUIRED: ( YES APPROVAL BY CITY ATTORNEY PLACED ON AGENDA FOR: REMARKS KAPPROVED (} NOT APPROVED {) NO (} NO (} NOT APPROVED 11 1-1 1+ 1 4 ® Youlm PHONE: 678.242.25001 FAX: 678.242.2499 Gir"eQn V *(emficd* ToP1W Ech,cs F info@Scityofmiltonga.us I www.cttyofmlitonga.us W iLDH F Community 3 13000 Deerfield Parkway, Suite 107 � Milton GA 30004 "" "' STATE OF GEORGIA COUNTY OF FULTON RESOLUTION NO. SUPPLEMENTAL RESOLUTION AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF AN INTERGOVERNMENTAL CONTRACT RELATING TO THE CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND, SERIES 2014 WHEREAS, the City of Milton Public Buildings and Facilities Authority (the “Issuer”) authorized the issuance of a revenue bond (the “Bond”) in a principal amount not to exceed $10,000,000 pursuant to a resolution adopted by the Issuer on May 19, 2014 (the “Authorizing Resolution”); and WHEREAS, the Authorizing Resolution provides that the principal amount, interest rate and prepayment provisions will be set forth in a bond resolution to be adopted by the Issuer prior to the issuance of the Bond (the “Bond Resolution”); and WHEREAS, the Issuer adopted the Bond Resolution on the date hereof; and WHEREAS, the City of Milton, Georgia (the “City”) authorized the execution, delivery and performance of an Intergovernmental Contract relating to the Bond (the “Intergovernmental Contract”) pursuant to a resolution adopted by the Mayor and Council of the City on May 19, 2014; and WHEREAS, the final terms of the Intergovernmental Contract have been determined; and WHEREAS, the City proposes approving the terms of the Bond Resolution and the final terms of the Intergovernmental Contract; and WHEREAS, the City also proposes adopting policies and procedures relating specifically to its tax-exempt debt (the “Tax-Exempt Debt Policy”). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MILTON HEREBY RESOLVES, and it is hereby resolved by authority of the same, as follows: 1. Bond Resolution. The City acknowledges receipt of the Bond Resolution and the terms contained therein. 2. Authorization of Intergovernmental Contract. The execution, delivery and performance of the Intergovernmental Contract are hereby authorized. The Intergovernmental Contract shall be in substantially the form attached hereto as Exhibit A, with such changes, 2 insertions or omissions as may be approved by the Mayor or Mayor Pro-Tem of the City, and the execution and delivery by the City of the Intergovernmental Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. 3. Approval of Policy. The Policy attached hereto as Exhibit B is hereby approved. 4. Ratification. All actions taken by the council members, officers, employees and agents of the City which are in furtherance of the transactions contemplated by this Supplemental Resolution are hereby ratified and affirmed. 5. General Authority. The Mayor, Mayor Pro-Tem, Clerk and the employees, officers and agents of the City are hereby authorized to execute any and all documents and to take any and all actions required to carry out the transactions contemplated by this Supplemental Resolution. 6. Repealing Clause. All resolutions or ordinances or parts thereof of the City in conflict with the provisions contained in this Supplemental Resolution are, to the extent of such conflict, hereby superseded and repealed. 7. Effective Date. This Supplemental Resolution shall be effective immediately upon its adoption. Adopted and approved this 17th day of November, 2014. CITY OF MILTON, GEORGIA ATTEST: By: Mayor Joe Lockwood Sudie AM Gordon, City Clerk (SEAL) EXHIBIT A FORM OF CONTRACT CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY AND CITY OF MILTON, GEORGIA INTERGOVERNMENTAL CONTRACT Dated as of November 1, 2014 The rights and interest of City of Milton Public Buildings and Facilities Authority in this Intergovernmental Contract have been pledged under the Resolution to the holder from time to time of the Bond. This document was prepared by: Murray Barnes Finister LLP Building 5, Suite 515 3525 Piedmont Road NE Atlanta, GA 30305 (678) 999-0350 i INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS (This Table of Contents is not a part of the Intergovernmental Contract and is only for convenience of reference.) ARTICLE I. DEFINITIONS ...........................................................................................................2 ARTICLE II. REPRESENTATIONS ..............................................................................................3 Section 2.1. Representations of Issuer. ............................................................................3 Section 2.2. Representations of the City. .........................................................................4 ARTICLE III. ISSUANCE OF THE BOND; ACQUISITION, PROJECTS, AND EQUIPPING OF THE PROJECTS .........................................................................6 Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds. ...................6 Section 3.2. Agreement to Acquire, Construct and Equip the Projects. ..........................6 Section 3.3. Establishment of Completion Date. .............................................................7 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS ...............................................................8 Section 4.1. Effective Date of this Contract; Duration of Term. .....................................8 Section 4.2. Contract Payments. ......................................................................................8 Section 4.3. Obligations of the City Hereunder Unconditional. ......................................8 Section 4.4. Levy for Contract Payments. .......................................................................9 Section 4.5. Enforcement of Obligations. ........................................................................9 Section 4.6. Appropriation Obligation. ............................................................................9 ARTICLE V. SPECIAL COVENANTS .......................................................................................11 Section 5.1. Further Assurances and Corrective Instruments. .......................................11 Section 5.2. Issuer and City Representatives. ................................................................11 Section 5.3. City’s Obligations in the Resolution. .........................................................11 Section 5.4. Financial Statements. .................................................................................11 Section 5.5. Provisions Respecting Insurance. ..............................................................11 Section 5.6. Operation and Maintenance of the Projects. ..............................................11 Section 5.7. Tax Covenants. ..........................................................................................12 Section 5.8. Release and Indemnification Covenants. ...................................................12 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES ........................................................13 Section 6.1. Events of Default Defined. ........................................................................13 Section 6.2. Remedies on Default. .................................................................................13 Section 6.3. No Remedy Exclusive................................................................................14 Section 6.4. Agreement To Pay Attorneys’ Fees and Expenses. ...................................14 Section 6.5. No Additional Waiver Implied by One Waiver. ........................................14 ii ARTICLE VII. MISCELLANEOUS .............................................................................................15 Section 7.1. Notices. ......................................................................................................15 Section 7.2. Binding Effect. ...........................................................................................15 Section 7.3. Severability. ...............................................................................................15 Section 7.4. Amounts Remaining in Funds. ..................................................................15 Section 7.5. Amendments, Changes and Modifications. ...............................................15 Section 7.6. Execution in Counterparts..........................................................................15 Section 7.7. Applicable Law. .........................................................................................15 Section 7.8. Captions. ....................................................................................................16 Section 7.9. No Personal Recourse. ...............................................................................16 THIS INTERGOVERNMENTAL CONTRACT is entered into as of November 1, 2014 (this “Contract”), between the CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (the “Issuer”), and the CITY OF MILTON, GEORGIA (the “City”). W I T N E S S E T H: WHEREAS, the City of Milton Public Buildings and Facilities Authority (the “Issuer”) was duly created and is validly existing pursuant to the City of Milton Public Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the “Act”); and WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of “Projects” (as defined in the Act); (b) execute contracts, leases, installment sale agreements and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation or maintenance of a Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; and WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City of Milton, Georgia (the “City) has the power to provide parks and recreation facilities; and WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes, among other things, any county, municipality or other political subdivision of the State to contract, for a period not exceeding fifty years, with another county, municipality or political subdivision or with any other public agency, public corporation or public authority for joint services, for the provision of services, or for the provision or separate use of facilities or equipment, provided that such contract deals with activities, services or facilities which the contracting parties are authorized by law to undertake or to provide; and WHEREAS, the Issuer proposes to issue, sell and deliver its revenue bond to be known as the “City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014” in the principal face amount of $10,000,000 (the “Bond”) for the purpose of financing the expansion, improvement and equipping of Bell Memorial Park and the costs of issuing the Bond; and WHEREAS, the Issuer and the City propose to enter into this Contract, pursuant to which the Issuer will agree to issue the Bond, and the City, in consideration of such services provided by the Issuer, will agree to pay to the Issuer amounts sufficient to pay the debt service on the Bond; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the Issuer and the City, hereto agree as follows: 2 ARTICLE I. DEFINITIONS All capitalized, undefined terms used in this Contract shall have meanings ascribed to them in the Resolution. The following words and phrases shall have the following meanings: “Contract Payments” means the payments due pursuant to Section 4.2 of this Contract. “Completion Date” means the date the Projects are complete as evidenced by the certificate required by Section 3.3 hereof. “Default” and “Event of Default” mean with respect to any Default or Event of Default under this Contract any occurrence or event specified and defined by Section 6.1 hereof. “Resolution” means the resolution of the Issuer adopted on November 17, 2014, pursuant to which the Bond is authorized to be issued, including any resolution supplemental thereto. “State” means the State of Georgia. “Term” means the duration of this Contract as specified in Section 4.1 hereof. 3 ARTICLE II. REPRESENTATIONS Section 2.1. Representations of Issuer. The Issuer represents as follows: (a) The Issuer is a body corporate and politic, and a public corporation of the State duly created and organized under the Constitution and laws of the State. Under the provisions of the Act, the Issuer is authorized to (i) adopt the Resolution and perform its obligations thereunder, (ii) issue, execute, deliver and perform its obligations under the Bond and (iii) execute, deliver and perform its obligations under this Contract. The Resolution has been duly adopted and has not been modified or repealed. The Issuer has duly authorized the (i) issuance, execution, delivery and performance of its obligations under the Bond and (ii) the execution, delivery and performance of its obligations under this Contract. The Resolution, the Bond and this Contract are valid, binding and enforceable obligations of the Issuer. (b) No approval or other action by any governmental authority or agency or other person is required to be obtained by the Issuer as of the date hereof in connection with the (i) adoption of the Resolution and the performance of its obligations thereunder, (ii) issuance, execution, delivery and performance of its obligations under the Bond or (iii) execution, delivery and performance of its obligations under this Contract, except as shall have been obtained and remain in full force and effect as of the date hereof, however, no representation is given with respect to any “blue sky” laws. (c) The adoption of the Resolution and the performance of its obligations thereunder, the issuance, execution, delivery and performance of its obligations under the Bond, the execution, delivery and performance of its obligations under this Contract do not violate the Act, the Issuer’s bylaws, or the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the Issuer is a party or by which it or its property is bound. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the Issuer from issuing the Bond, (ii) contesting or questioning the existence of the Issuer or the titles of the present officers of the Issuer to their offices or (iii) wherein an unfavorable decision, ruling or finding would (A) adversely affect the enforceability of the Resolution, the Bond or this Contract, or (B) materially adversely affect (1) the financial condition or results of operations of the Issuer or (2) the transactions contemplated by this Contract. 4 (e) The Issuer is not in violation of the Act, its bylaws, or the laws or Constitution of the State and is not in default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the Issuer is a party or by which it or its property is bound. (f) The Issuer, in issuing the Bond to finance the Projects, will be acting in accordance with the public purpose expressed in the Act. Section 2.2. Representations of the City. The City represents as follows: (a) The City is a municipal corporation duly created and organized under the Constitution and laws of the State. Under the Constitution and laws of the State, the City is authorized to (i) execute, deliver and perform its obligations under this Contract and (ii) acquire, construct and equip the Projects. The City has duly authorized the (i) execution, delivery and performance of this Contract and (ii) acquisition, construction and equipping of the Projects. This Contract is a valid, binding and enforceable obligation of the City. (b) No approval or other action by any governmental authority or agency or other person is required to be obtained by the City as of the date in connection with (i) the execution, delivery and performance of its obligations under this Contract or (ii) acquisition, construction and equipping of the Projects, except as shall have been obtained and remain in full force and effect as of the date hereof. (c) The (i) execution, delivery and performance of its obligations under this Contract and (ii) acquisition, construction and equipping of the Projects do not violate its Charter, the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the City is a party or by which it or its property is bound. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the City, threatened against or affecting the City (or, to the knowledge of the City, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the City from acquiring, constructing and equipping the Projects, (ii) contesting or questioning the existence of the City or the titles of the present officers of the Board to their offices or (iii) wherein an unfavorable decision, ruling or finding would (A) adversely affect the enforceability of this Contract, or (B) materially adversely affect (1) the financial condition or results of operations of the City or (2) the transactions contemplated by this Contract. (e) The City is not in violation of its Charter, the laws or the Constitution of the State and is not in default under any existing court order, administrative regulation, or 5 other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which the City is a party or by which it or its property is bound. 6 ARTICLE III. ISSUANCE OF THE BOND; ACQUISITION, PROJECTS, AND EQUIPPING OF THE PROJECTS Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds. The Issuer agrees that it will issue the Bond. The proceeds from the sale of the Bond shall be applied as provided in the Resolution, and the City hereby approves the issuance of the Bond. The Issuer shall deliver a certified copy of the Resolution to the City promptly upon adoption thereof. Section 3.2. Agreement to Acquire, Construct and Equip the Projects. The Issuer hereby appoints the City as its sole agent for purposes of acquiring, constructing and equipping the Projects. Such appointment is irrevocable and is coupled with an interest. The City hereby agrees that it will proceed with acquiring, constructing and equipping the Projects. The City shall obtain or cause to be obtained all necessary approvals from any and all governmental agencies requisite to undertaking the acquisition, construction and equipping of the Projects. The Projects shall be acquired, constructed and equipped in compliance with all federal, state and local laws, ordinances and regulations applicable thereto. The City will take or cause to be taken such action and institute or cause to be instituted such proceedings as it shall deem appropriate to cause and require all contractors and suppliers of materials to complete their contracts, including the correcting of any defective work. Any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing shall (a) if the City has corrected at its own expense the matter which gave rise to such default or breach, be paid to the City or (b) if the City has not corrected at its own expense the matter which gave rise to such default or breach, be applied to the prepayment of the Bond or the Projects. The City shall use its best efforts to cause the acquisition, construction and equipping of the Projects to be completed as soon as may be practical, delays incident to strikes, riots, acts of God or the public enemy beyond the reasonable control of the City excepted; but if for any reason such acquisition, construction and equipping is not completed by any specified date there shall be no resulting liability on the part of the City. THE ISSUER DOES NOT MAKE ANY WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) THAT THE PROCEEDS OF THE BOND WILL BE SUFFICIENT TO PAY ALL THE COSTS OF THE PROJECTS AND THE COSTS OF ISSUING THE BOND. The City shall pay any shortfalls. The City shall prepare the Requisitions required by the Resolution. The Projects shall be titled in the name of the City. 7 Section 3.3. Establishment of Completion Date. The Completion Date shall be evidenced by a certificate signed by a duly authorized representative of the City stating that (a) the Projects have been completed and (b) all costs of issuance have been paid. 8 ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM; CONTRACT PAYMENT PROVISIONS Section 4.1. Effective Date of this Contract; Duration of Term. This Contract shall remain in full force and effect from the date hereof to and including the later of (a) November 1, 2029 or (b) the date the Bond and the fees and expenses of the Issuer, the custodians and depositories, the Paying Agent, the Bond Registrar and the Authenticating Agent shall have been fully paid or provision made for such payment, whichever is later, but in no event later than 50 years from the date hereof. Section 4.2. Contract Payments. (a) The City agrees to pay to the Issuer (or its assignee or designee) amounts sufficient to enable the Issuer to pay all amounts due and owing under the Bond, including, but not limited to, the principal of and interest on the Bond, late charges and the prepayment fee (if any), whether by maturity, prepayment, acceleration or otherwise. The Issuer has assigned the Contract Payments to the owner of the Bond, and the City consents to such assignment. The Issuer hereby directs the City to make the Contract Payments directly to the Sinking Fund Custodian unless the Issuer, the City and the owner of the Bond shall provide otherwise pursuant to Section 208 of the Resolution. (b) The City will also pay the reasonable fees and ex penses of all custodians and depositories, the Paying Agent, Bond Registrar and Authenticating Agent and of their successors and assigns as provided by Section 702 of the Resolution, such reasonable fees and expenses to be paid directly to the party to whom the payment is due when such reasonable fees and expenses become due and payable. (c) In the event the City should fail to make any of the payments required in this Section 4.2, the item or installment so in Default shall continue as an obligation of the City until the amount in Default shall have been fully paid, and the City agrees to pay the same with interest thereon at the rate borne by the Bond, to the extent permitted by law, from the date thereof. (d) The City shall have and is hereby granted the option to prepay from time to time payments due under this Contract, but only in accordance with the provisions of the Resolution, in amounts sufficient to pay or cause to be paid the Bond in accordance with the provisions of the Resolution. Section 4.3. Obligations of the City Hereunder Unconditional. The obligations of the City to make the payments required in Section 4.2 and other sections hereof and to perform and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer of any obligation to the City, 9 whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the City by the Issuer. Until such time as the principal of and interest and prepayment premium (if any) on the Bond shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Resolution, the City (a) will not suspend or discontinue any payments provided for in Section 4.2 hereof, (b) will perform and observe all of its other agreements contained in this Contract and (c) will not terminate the Contract for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, commercial frustration of purpose, any change in the laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Contract. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, and in the event the Issuer should fail to perform any such agreement on its part, the City may institute such action against the Issuer as the City may deem necessary to compel performance s o long as such action does not abrogate the obligations of the City contained in the first sentence of this Section. Section 4.4. Levy for Contract Payments. The City shall levy an annual tax on all taxable property located within the City subject to such tax, within the 4.731 millage limitation currently in effect or at such higher rate as may be authorized by future laws, in the amounts necessary to produce in each fiscal year revenues sufficient to fulfill the City’s obligations hereunder; provided, however, nothing herein contained shall be construed as limiting the right of the City to pay its obligations hereunder from other sources lawfully available for such purpose. Section 4.5. Enforcement of Obligations. The obligation of the City to make Contract Payments under this Art icle may be enforced by (a) the Issuer, (b) the Holder of the Bond, independently of the Issuer, or (c) such receiver or receivers as may be appointed pursuant to the Resolution or applicable law. The covenants and agreements hereunder, including specifically the obligation to make the Contract Payments, shall be enforceable by specific performance; it being acknowledged and agreed by the Issuer and the City that no other remedy at law is adequate to protect the interests of the parties hereto or the interests of the Bondholder. Section 4.6. Appropriation Obligation. In the event for any reason any Contract Payments are not made as provided in Section 4.2, then the fiscal officers of the City are hereby authorized and directed to set up an appropriation on their accounts, or other available funds, in such amounts as may be required to pay the obligations which may be due and payable hereunder by the City. The amount of such appropriation, or designation of funds, shall be due and payable and shall be expended for the purpose of paying all obligations of the City hereunder. Such appropriation and/or payment from available funds shall have the same legal status as if the City had included the amount in its general revenue, appropriation and budgetary measures. The fiscal officers of the City shall 10 make such Contract Payments directly to the owner of the Bond, if for any reason the payment of such obligations shall not otherwise have been made. 11 ARTICLE V. SPECIAL COVENANTS Section 5.1. Further Assurances and Corrective Instruments. The Issuer and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Contract. Section 5.2. Issuer and City Representatives. Whenever under the provisions of this Contract the approval of the Issuer or the City is required or the Issuer or the City is required to take some action at the request of the other, such approval or such request shall be given for the Issuer by its designated representative and for the City by its designated representative. Section 5.3. City’s Obligations in the Resolution. The City agrees to perform all of its obligations (if any) under, and to comply with all of the terms of, the Resolution. Section 5.4. Financial Statements. The City shall provide a copy of audited financial statements to the owner of the Bond within 270 days of the end of each fiscal year. Section 5.5. Provisions Respecting Insurance. The City agrees to cause to be maintained all necessary insurance with respect to the Projects in accordance with its customary insurance practices. Section 5.6. Operation and Maintenance of the Projects. The City agrees that, at all times during the term of this Contract (a) the City will cause the Projects to be operated and maintained in good repair and in accordance herewith and (b) the City will be responsible for maintaining and operating the Projects. Without limiting the foregoing, the City agrees that it will maintain the Projects in an efficient and economical manner, that it will at all times maintain the Projects in good repair and in sound operating condition, that it will make all necessary repairs and replacements to the Projects, and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Projects and its operation thereof. 12 Section 5.7. Tax Covenants. The Issuer and the City shall take all actions required to maintain the tax -exempt status of the Bond and shall refrain from taking any actions that will adversely affect the tax - exempt status of the Bond. Section 5.8. Release and Indemnification Covenants. (a) To the extent permitted by law, the City hereby agrees to release the Issuer from and to indemnify the Issuer for any and all liabilities and claims against the Issuer arising from the conduct or management of the Projects, or from any work or thing done on or with respect to the Projects, or the financing or refinancing of the Projects, including without limitation, (i) any condition of the Projects, (ii) any breach or Default on the part of the City in the performance of any of its obligations under this Contract, (iii) any act or negligence of the City or of any of its agents, contractors, servants, employees or licensees, or (iv) any act or negligence of any assignee or lessee of the City, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the City or (v) any material statement or omission by the City in connection with the sale of the Bond. Upon notice from the Issuer, the City shall defend the Issuer in any such action or proceeding. In addition, to the extent permitted by law, the City agrees to release the Sinking Fund Custodian, the Paying A gent, the Authenticating Agent and the Bond Registrar and shall indemnify and hold them harmless against any loss, liability or other expense incurred without gross negligence or bad faith on the part of the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar arising out of or in connection with the acceptance or administration of the duties of the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar under the Resolution, including the costs and expenses of defending against any such claim or liability. (b) Any one or more of the parties indemnified in this Section 5.9 shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such parties unless the employment of such counsel has been specifically authorized by the City. (c) Notwithstanding the foregoing provisions of this Section 5.9, the City shall not indemnify the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar for any claim or loss arising as a result of the gross negligence or willful misconduct of the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar, or for any claim that the City is prohibited by law from providing indemnification to such party. (d) For purposes of this Section 5.9, all references to the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent and the Bond Registrar shall include its present and future directors, officers, members, agent and employees. (e) The provisions of this Section 5.9 shall survive the termination of this Contract. 13 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES Section 6.1. Events of Default Defined. The following shall be “Events of Default” under this Contract and the terms “Event of Default” and “Default” shall mean, whenever they are used in this Contract, any one or more of the following events: (a) Failure by the City to make the payments required to be paid under Section 4.2 hereof. (b) Failure by the City or the Issuer to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) of this Section 6.1, for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to the defaulting party by the nondefaulting party, unless the nondefaulting party shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the defaulting party within the applicable period and is being diligently pursued until the Default is corrected. (c) Any representation or warranty made in this Contract shall be found untrue. (d) The occurrence of an Event of Default under the Resolution. Section 6.2. Remedies on Default. Whenever any Event of Default referred to in Section 6.1 hereof shall have happened and be continuing, the nondefaulting party or the Bondholder may take any one or more of the following remedial steps: (a) Any nondefaulting party or the Bondholder may seek the appointment of a receiver for the Projects; (b) Any nondefaulting party or the Bondholder may take whatever action at law or in equity may appear necessary or desirable to collect the Contract Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the City or the Issuer under this Contract; and (c) The Bondholder may exercise any remedies provided for in the Resolution, or any other documents executed in connection therewith. Any amounts collected pursuant to action taken under this Section 6.2 shall be paid into the Sinking Fund and applied in accordance with the provisions of the Resolution. 14 Section 6.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Issuer is intended to be exclusive of any other remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. The owner of the Bond, subject to the provisions of the Resolution, shall be entitled to the benefit of all covenants and agreements herein contained. Section 6.4. Agreement To Pay Attorneys’ Fees and Expenses. In the event the City should Default under any of the provisions of this Contract and the Issuer or the Bondholder should employ attorneys or incur other expenses for the collection of payments or the enforcement of performance or observance of any obligation or agreement on the part of the City herein contained, the City agrees that it will on demand therefor pay to the Issuer or the Bondholder the reasonable fee of such attorneys and such other reasonable expenses so incurred by the Issuer or the Bondholder. Section 6.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Contract should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 15 ARTICLE VII. MISCELLANEOUS Section 7.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, addressed as follows: if to the Issuer, c/o City of Milton, 13000 Deerfield Parkway, Suite 107, Milton, Georgia, 30004,: Attention Chairperson, if to the City, to City of Milton, 13000 Deerfield Parkway, Suite 107, Milton, Georgia, 30004, Attention: City Manager. The Issuer and the City may, by written notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 7.2. Binding Effect. This Contract shall inure to the benefit of and shall be binding upon the Issuer, the City, the owner of the Bond and their respective successors and assigns. Section 7.3. Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 7.4. Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in any funds or accounts created under the Resolution upon expiration or earlier termination of the Contract, as provided in this Contract, after payment in full of the Bond (or provision for payment thereof having been made in accordance with the provisions of the Resolution) and all other amounts owing hereunder, shall belong to and be paid to the City. Section 7.5. Amendments, Changes and Modifications. This Contract may not be effectively amended, changed, modified, altered or terminated except as provided in the Resolution. Section 7.6. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7.7. Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State of Georgia. 16 Section 7.8. Captions. The captions and headings in this Contract are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Contract. Section 7.9. No Personal Recourse. No personal recourse shall be had for any claim based on this Contract against any member, officer or employee of the Issuer or the City in his or her individual capacity. (Intergovernmental Contract) IN WITNESS WHEREOF, the Issuer has caused this Contract to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officials. The City has caused this Contract to be executed in its corporate nam e and with its corporate seal hereunto affixed and attested by its duly authorized officials all of the above occurred as of the date first above written. CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (SEAL) By: Chairperson Attest: By: Secretary (Intergovernmental Contract) CITY OF MILTON, GEORGIA (SEAL) By: Mayor Attest: By: Clerk EXHIBIT B POLICY WITH RESPECT TO TAX-EXEMPT DEBT OF THE CITY OF MILTON, GEORGIA OBJECTIVE To comply with all applicable federal and state laws, rules and regulations related to the issuance of tax-exempt debt (the “Debt”). SCOPE This policy (the “Policy”) applies to all Debt issued by or for the benefit of the City of Milton, Georgia (the “City”) and its related entities. POLICY The City shall comply with all federal and state laws, rules and regulations related to the issuance of Debt. RESPONSIBILITY The City Treasurer shall be administratively responsible for the Policy. The City Treasurer shall be responsible for reviewing the requirements and responsibilities of the City under the Policy with bond counsel on or before the closing date of any Debt issued by the City. DISSEMINATION AND TRAINING The Policy shall be disseminated to all relevant personnel in the City and to the auditor. The City Treasurer shall provide appropriate training to all personnel directly involved in the administration of tax-exempt debt to ensure they comply with the provisions of the Policy. The City Treasurer shall consult as appropriate with qualified attorneys with respect to the content of such training. REVIEW The Policy shall be reviewed and revised annually by the City Treasurer and redistributed to all relevant personnel in the City and to the auditor. The City Treasurer shall annually conduct a due diligence review of all Debt currently outstanding to ensure proper compliance with each of the provisions of the Policy. If City Treasurer discovers non-compliance with any provisions of the Policy, steps necessary to correct the noncompliance will be taken within ten (10) business days of the conclusion of the annual due diligence review. Records of all corrective action taken shall be retained in accordance with the Policy. 2 PROVISIONS Record Keeping All records relating to the Debt needed to comply with Section 6001 of the Internal Revenue Code of 1986, as amended (the “Code”) shall be maintained. These records shall be kept in paper or electronic form and shall include, among other things, (i) basic records relating to the transaction (including the bond documents, the opinion of bond counsel, etc.), (ii) documents evidencing the expenditure of the proceeds of the Debt, (iii) documentation evidencing the use of Debt-financed property by public and private entities (e.g., copies of management contracts, leases and research agreements) and (iv) documentation pertaining to any investment of Debt proceeds (including the purchase and sale of securities, SLG subscriptions, yield c alculations for each class of investments, actual investment income received from the investment of the proceeds of the Debt, guaranteed investment contracts and rebate calculations. Such records must be maintained as long as the Debt is outstanding, plus three years after the final payment or redemption date of the respective Debt. Use of Proceeds A list of all property financed with the proceeds of the Debt shall be created and maintained. The use of such property shall be monitored to ensure that such use does not constitute “private business use” within the meaning of the Code. Without limiting the foregoing, each contract, including but not limited to management contracts and leases, relating to such property shall be reviewed by legal counsel prior to the execution of such contract. The list of property shall be reviewed at least annually to ensure that none of the property has been sold. Remedial Action In the event that property financed with the proceeds of the Debt is used in a manner that constitutes “private business use” or the property is sold, the remediation provisions of Treasury Regulation § 1.141-12 shall be carried out in consultation with bond counsel. Yield Restriction If bond counsel advises that a fund or account needs to be yield restricted (i.e., not invested at a yield in excess of the Debt), the moneys on deposit in such fund or account shall be invested in United States Treasury Obligations – State and Local Government Series, appropriate “yield reduction payments” shall be made if permitted by the Code or the City Treasurer shall establish other procedures to ensure that such fund or account is yield restricted. Rebate At the time the Debt is issued, the City Treasurer shall determine if he or she reasonably expects that one of the arbitrage rebate exceptions will be satisfied. If the arbitrage rebate exception relates to the time period over which the proceeds of the Debt are spent, the City Treasurer shall verify that the appropriate expenditures have been made at each milestone. If one of the milestones is not satisfied or the City Treasurer does not reasonably expect that one of the arbitrage rebate exceptions will be satisfied, an outside arbitrage rebate consultant shall be retained unless the City Treasurer has determined that positive arbitrage will not be earned. 3 Continuing Disclosure The City shall record and comply with any continuing disclosure undertaking entered into with respect to Debt. The City Treasurer shall catalogue and determine any continuing disclosure undertaking entered into by the City prior to the imposition of the Policy to ensure that its continuing disclosure obligations will be updated and satisfied going forward. The City Treasurer will implement appropriate procedures to ensure that annually recurring disclosure obligations are timely fulfilled. Upon the occurrence of an event requiring the filing of an events notice under any continuing disclosure obligation, the City Treasurer will ensure such event notice is filed within ten (10) business days of the occurrence of such event. CLERK’S CERTIFICATE STATE OF GEORGIA COUNTY OF FULTON I, the undersigned Clerk of City of the Milton, Georgia (the “City”) and keeper of the records and seal thereof, DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Resolution adopted by the Council of the City in a meeting duly called and assembled on the 17th day of November, 2014, which meeting was open to the public and at which a quorum was present and acting throughout, the original of which Resolution has been duly recorded in the Minute Book of the City which is in my custody and control. WITNESS my official hand and seal of the City, this 17th day of November, 2014. Sudie AM Gordon, City Clerk (SEAL) RESOLUTION OF CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY PROVIDING FOR THE ISSUANCE OF A CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND, SERIES 2014, IN THE PRINCIPAL FACE AMOUNT OF $10,000,000; PROVIDING FOR THE CREATION OF CERTAIN FUNDS; PROVIDING FOR THE CREATION OF REMEDIES OF THE HOLDER OF THE REVENUE BOND ISSUED HEREUNDER; AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF MILTON, GEORGIA; AND FOR OTHER RELATED PURPOSES Adopted on November 17, 2014 This document was prepared by: Murray Barnes Finister LLP 3525 Piedmont Road Building 5, Suite 515 Atlanta, GA 30305 (678) 999-0350 i RESOLUTION TABLE OF CONTENTS (The Table of Contents for this Resolution is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Resolution.) ARTICLE I. DEFINITIONS AND FINDINGS ..............................................................................3 Section 101. Definitions of Certain Terms. .........................................................................3 Section 102. Rules of Construction. ....................................................................................4 Section 103. Findings...........................................................................................................5 ARTICLE II. AUTHORIZATION, FORM AND REGISTRATION OF THE BOND ......................................................................................................................6 Section 201. Payment of Principal and Interest; Certificate of Validation and Authentication; Execution of the Bond. .................................................6 Section 202. Registration of Bond; Persons Treated As Owners. .......................................6 Section 203. Mutilated, Lost, Stolen or Destroyed Bond. ...................................................7 Section 204. Limited Obligation. .........................................................................................7 Section 205. Creation and Superiority of Lien. ...................................................................7 Section 206. Authorization of the Bond. .............................................................................7 Section 207. Form of the Bond. ...........................................................................................8 Section 208. Home Office Payment Agreement. .................................................................8 ARTICLE III. PREPAYMENT OF THE BOND ............................................................................9 Section 301. Prepayment of Bond. ......................................................................................9 Section 302. Notice of Prepayment. ....................................................................................9 Section 303. Provision for Payment.....................................................................................9 Section 304. Cancellation of Bond. ...................................................................................10 ARTICLE IV. APPLICATION OF BOND PROCEEDS; ADVANCES .....................................11 Section 401. Application of Bond Proceeds. .....................................................................11 Section 402. Advances of Bond Proceeds. ........................................................................11 ARTICLE V. COMPLETION OF PROJECT ...............................................................................12 Section 501. Completion of the Project. ............................................................................12 ARTICLE VI. CREATION OF SINKING FUND AND DISBURSEMENTS THEREFROM .......................................................................................................13 Section 601. Creation of Sinking Fund; Payments Therefrom. .........................................13 Section 602. Transfers from the Sinking Fund. .................................................................13 Section 603. Investments of Sinking Fund Moneys. .........................................................13 ARTICLE VII. DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT, ii PAYING AGENT AND BOND REGISTRAR .....................................................14 Section 701. Depositories and Custodians. ........................................................................14 Section 702. Administrative Fees and Expenses. ..............................................................14 Section 703. Appointment of Authenticating Agent, Paying Agent and Bond Registrar. ............................................................................................15 Section 704. Employment of Attorneys, Agents, Etc. .......................................................15 Section 705. Reliance on Documents. ...............................................................................15 Section 706. Evidence of Facts. .........................................................................................15 Section 707. Release of Liability. ......................................................................................16 ARTICLE VIII. PARTICULAR COVENANTS AND FINDINGS .............................................17 Section 801. Payment of Bond...........................................................................................17 Section 802. Books and Records. ......................................................................................17 Section 803. Liens on the Funds. .......................................................................................17 ARTICLE IX. DEFAULTS AND REMEDIES ............................................................................18 Section 901. Events of Default. .........................................................................................18 Section 902. Acceleration. .................................................................................................18 Section 903. Other Remedies. ............................................................................................19 Section 904. Abandonment of Proceedings. ......................................................................19 Section 905. Non-Exclusivity of Remedies. ......................................................................19 Section 906. Delays. ..........................................................................................................19 ARTICLE X. DEFEASANCE; TERMINATION OF LIABILITY ..............................................20 Section 1001. Payment and Defeasance. ...........................................................................20 Section 1002. Termination of Liability. .............................................................................20 ARTICLE XI. MISCELLANEOUS PROVISIONS......................................................................21 Section 1101. Validation. ...................................................................................................21 Section 1102. Severability. ................................................................................................21 Section 1103. Resolution as a Contract. ............................................................................21 Section 1104. Modification, Alteration, Supplementation or Amendment of Resolution. ..............................................................................................21 Section 1105. Modification, Alteration, Supplementation or Amendment of Contract. ..................................................................................................21 Section 1106. Payments Due on Saturdays, Sundays and Holidays; Late Payments. ....................................................................................................21 Section 1107. Applicable Provisions of Law. ....................................................................21 Section 1108. Repeal of Conflicting Resolutions. .............................................................22 Section 1109. Authorization of Contract. ..........................................................................22 Section 1110. No Individual Responsibility of Members and Officers of Issuer. ..........................................................................................................22 Section 1111. General Authority. ......................................................................................22 Section 1112. Sale of Bond. ...............................................................................................22 Section 1113. Bank Qualified. ...........................................................................................22 Section 1114. Approval of Policy. .....................................................................................22 iii EXHIBIT A – Form of Revenue Bond EXHIBIT B – Form of Contract EXHIBIT C – Form of Requisition EXHIBIT D – Policy With Respect to Tax-Exempt Debt RESOLUTION OF CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY PROVIDING FOR THE ISSUANCE OF A CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND, SERIES 2014, IN THE PRINCIPAL FACE AMOUNT OF $10,000,000; PROVIDING FOR THE CREATION OF CERTAIN FUNDS; PROVIDING FOR THE CREATION OF REMEDIES OF THE HOLDER OF THE REVENUE BOND ISSUED HEREUNDER; AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF MILTON, GEORGIA; AND FOR OTHER RELATED PURPOSES WHEREAS, the City of Milton Public Buildings and Facilities Authority (the “Issuer”) was duly created and is validly existing pursuant to the City of Milton Public Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the “Act”); and WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of “Projects” (as defined in the Act); (b) execute contracts, leases, installment sale agreements and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation or maintenance of a Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; and WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City of Milton, Georgia (the “City) has the power to provide parks and recreation facilities; and WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution aut horizes, among other things, any county, municipality or other political subdivision of the State to contract, for a period not exceeding fifty years, with another county, municipality or political subdivision or with any other public agency, public corpor ation or public authority for joint services, for the provision of services, or for the provision or separate use of facilities or equipment, provided that such contract deals with activities, services or facilities which the contracting parties are authorized by law to undertake or to provide; and WHEREAS, the Issuer proposes to issue, sell and deliver its revenue bond to be known as the “City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014” in the principal face amount of $10,000,000 (the “Bond”) for the purpose of financing the expansion, improvement and equipping of Bell Memorial Park (the “Project”) and the costs of issuing the Bond; and WHEREAS, the Issuer and the City propose to enter into an Intergovernmental Contract, dated as of November 1, 2014 (the “Contract”), pursuant to which the Issuer will agree to issue the Bond, and the City, in consideration of such services provided by the Issuer, will agree to pay to the Issuer amounts sufficient to pay the debt service on the Bond; and WHEREAS, the Issuer proposes to adopt policies and procedures relating to its tax-exempt debt (the “Tax-Exempt Debt Policy”). 2 NOW, THEREFORE, BE IT RESOLVED by CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, and it is hereby resolved by authority of the same, as follows: 3 ARTICLE I. DEFINITIONS AND FINDINGS Section 101. Definitions of Certain Terms. In addition to the words and terms elsewhere defined in this Resolution (including the preamble hereto), the following words and terms used in this Resolution shall have the following meanings: “Act” means the City of Milton Public Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended). “Authenticating Agent” means the City Treasurer or the financial institution at the time serving as authenticating agent pursuant to Section 703 of this Resolution. “Bond” means the Issuer’s Revenue Bond, Series 2014, in the principal face amount of $10,000,000, authorized to be issued pursuant to the terms of this Resolution. “Bond Registrar” means the City Treasurer or the financial institution at the time serving as bond registrar pursuant to Section 703 of this Resolution. “City” means the City of Milton, Georgia, a municipal corporation of the State of Georgia, and its successors and assigns. “Contract” means the Intergovernmental Contract, dated as of November 1, 2014, between the Issuer and the City, and any amendments thereto. “Contract Payments” means the moneys received by the Issuer from the City pursuant to the Contract. “Event of Default” shall mean the occurrence of an event of default as described in Article IX. “Government Obligations” means direct general obligations of the United States of America or obligations which are unconditionally guaranteed by the United States of America, in either case which are not callable except at the option of the holder thereof. “Holder” means the registered owner of the Bond. “Interest Payment Date” means the first day of each May 1 and November 1, commencing May 1, 2015. “Issuer” means City of Milton Public Buildings and Facilities Authority, a public body corporate and politic and a public corporation of the State of Georgia, and its successors and assigns. 4 “Outstanding” means, with reference to the Bond, the Bond which has been executed and delivered pursuant to this Resolution except: (a) If the Bond has been cancelled because of payment or prepayment; and (b) If funds or securities have been deposited with the Paying Agent in accordance with Article X of this Resolution (whether upon or prior to the maturity or prepayment date of the Bond), provided that if the Bond is to be prepaid prior to the maturity thereof notice of such prepayment shall have been given or provision satisfactory to such Paying Agent shall have been made therefor, or a waiver of such notice, satisfactory in form to such Paying Agent shall have been filed with such Paying Agent. “Paying Agent” means the City Treasurer or the financial institution at the time serving as paying agent for the Bond pursuant to Section 703 of this Resolution. “Project” means the expansion, improvement and equipping of Bell Memorial Park. “Record Date” means with respect to any Interest Payment Date, the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date. “Requisition” means a requisition and certificate substantially in the form attached hereto as Exhibit C. “Resolution” means this Resolution, including any amendments or supplements hereto. “Revenue Bond Law” means the Revenue Bond Law of the State of Georgia (O.C.G.A. Section 36-82-60, et seq., as amended). “Sinking Fund” means the fund created in Section 601 of this Resolution. “Sinking Fund Custodian” means the financial institution at the time serving as sinking fund custodian pursuant to Sections 601 and 701 of this Resolution. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words “certificate,” “owner,” “holder,” and “person” shall include the plural, as well as the singular, number. The terms “herein,” “hereby,” “hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words refer to this Resolution and not solely to the particular portion hereof in which any such term is used. The titles preceding each Section hereof are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provisions of this 5 Resolution. Reference herein to an Article number or to a Section number should be construed to be in reference to the designated Article number or Section number hereof unless the context or use clearly indicates another or different meaning or intent. Any terms defined in the Contract and not defined herein are hereby incorporated herein by reference as if fully set forth in this Article. Section 103. Findings. The issuance of the Bond is hereby found and declared to be within the public purposes intended to be served by the Issuer. The Project is hereby found and declared to be a “project” within the meaning of the Act and self-liquidating. 6 ARTICLE II. AUTHORIZATION, FORM AND REGISTRATION OF THE BOND Section 201. Payment of Principal and Interest; Certificate of Validation and Authentication; Execution of the Bond. (a) The final payment of principal of the Bond is payable by the Paying Agent upon presentation and surrender thereof at the principal corporate trust office (if any) of the Paying Agent. Subject to Section 208, payments of interest on the Bond shall be payable by the Paying Agent, by first class mail, mailed on the Interest Payment Date to the person in whose name the Bond is registered on the books of the Bond Registrar at the close of business on any Record Date notwithstanding any registration of transfer subsequent to such Record Date and prior to the Interest Payment Date. The principal of and the interest on the Bond shall be payable in lawful money of the United States of America. (b) The Bond shall not be valid unless and until a certificate of validation printed on or attached to the Bond shall have been executed by the manual or facsimile signature of the clerk of the superior court where the Bond was validated. The Bond shall not be valid unless a certificate of authentication printed on or attached to the Bond shall have been executed by the manual or facsimile signature of the Authenticating Agent. (c) The Bond shall be signed by the manual or facsimile signature of the Chairperson or Vice Chairperson of the Issuer, and the corporate seal of the Issuer shall be affixed to or printed on the Bond and attested by the manual or facsimile signature of the Secretary or Assistant Secretary of the Issuer. In case any officer whose signature shall appear on the Bond shall cease to be such officer before delivery of the Bond, such signatures shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 202. Registration of Bond; Persons Treated As Owners. The Bond Registrar shall keep the bond registration book of the Issuer for the registration of the Bond and for the registration of transfers of the Bond as herein provided. The transfer of the Bond shall be registered upon the bond registration book upon the surrender and presentation of the Bond to the Bond Registrar duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or attorney duly authorized in writing in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall authenticate and deliver in exchange for such Bond so surrendered, a new Bond registered in the name of the transferee. The Bond Registrar may make a charge for every registration of transfer of the Bond sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such registration of transfer, but no other charge shall be made to the owner for the privilege of registering the transfer of Bond under this Resolution. The registered owner of the Bond shall be treated as the owner of the Bond for all purposes regardless of any actual knowledge to the contrary. 7 Section 203. Mutilated, Lost, Stolen or Destroyed Bond. In case the Bond shall become mutilated or be destroyed, lost or stolen, the Issuer may cause to be executed and delivered a new bond of like date, number and tenor in exchange and substitution for and upon cancellation of such mutilated bond, or in lieu of and in substitution for the Bond destroyed, lost or stolen, upon the owner paying the reasonable expenses and charges of the Issuer in connection therewith and, in the case the Bond is destroyed, lost or stolen, such owner’s filing with the Issuer evidence satisfactory to the Issuer that the Bond was destroyed, lost or stolen, and of such owner’s ownership thereof, and furnishing the Issuer with indemnity satisfactory to the Issuer; provided, however, if the Holder of such destroyed or lost Bond has a minimum net worth of at least $25,000,000, such Holder’s own unsecured agreement of indemnity shall be deemed to be satisfactory, and no further indemnity need be given. Section 204. Limited Obligation. The principal of, prepayment premium (if any) and interest on the Bond shall be payable solely from moneys payable to the Issuer under the Contract, moneys held in the Sinking Fund, and any other moneys or funds pledged therefor. The Bond shall not be deemed to constitute a debt or obligation of the State of Georgia, the City or any political subdivision of the State of Georgia. The Bond does not and shall not directly, indirectly or contingently obligate the State of Georgia, the City or any political subdivision of the State of Georgia to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. Section 205. Creation and Superiority of Lien. The Issuer hereby pledges and creates a lien on the Contract, the Contract Payments and the moneys and securities on deposit in the Sinking Fund in favor of the owner of the Bond, which shall be prior and superior to any permitted lien that may be hereafter created to secure any obligations having as their security a lien on the Contract, the Contract Payments and the moneys and securities on deposit in the Sinking Fund. Section 206. Authorization of the Bond. The Bond is hereby authorized to be issued. The Bond shall be designated the “CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND, SERIES 2014,” shall be issued as a single fully registered bond, shall be numbered R-1, shall be dated the date of issuance and delivery thereof and shall mature on November 1, 2029. The Bond shall be issued in the principal face amount of $10,000,000 for the purpose of financing the Project and the costs of issuing the Bond. The Holder has agreed to purchase the Bond by making advances to the Issuer up to but not exceeding $10,000,000 in accordance with the terms hereof (including particularly this Section 206 and Section 402 hereof). The Holder is hereby authorized to make notation of all advances made on the Bond on the Schedule of Advances attached to the Bond. Although the principal face amount of the Bond is $10,000,000, the principal amount outstanding thereunder shall be the total of all such advances, less principal repayments. No advances will be made after December 31, 2015, and the principal amount of the Bond shall then be fixed. Each advance under the Bond shall bear interest at 2.80% per 8 annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the date of such advance to the date the principal payment is received by the Holder. Interest on the Bond shall be paid on each Interest Payment Date. Section 207. Form of the Bond. The Bond, the form of assignment, the form of authentication certificate and the certificate of validation shall be in substantially in the form set forth in Exhibit A hereto, with such variations, omissions and insertions as are required or permitted by this Resolution. Section 208. Home Office Payment Agreement. Notwithstanding any provision of this Resolution or of the Bond to the contrary, the Issuer may enter into a home office payment agreement with the Holder of the Bond providing for the making to the Holder of all payments of principal and prepayment premium (if any) and interest on such Bond at a place and in a manner other than as provided in this Resolution and in the Bond without presentation or surrender of the Bond upon such conditions as shall be satisfactory to the Paying Agent. The Issuer will furnish to the Paying Agent a copy of each such agreement and upon receipt of a copy of such agreement, the Paying Agent agrees that payments of principal of and prepayment premium (if any) and interest on the Bond shall be made in accordance with the provision thereof. The Paying Agent shall not be liable to the Holder or to the Issuer for any act or omission to act on the part of the Issuer, or any agent of the Issuer, in connection with any such agreement. If a home office payment agreement is in effect, the Issuer shall not be required to maintain the Sinking Fund. 9 ARTICLE III. PREPAYMENT OF THE BOND Section 301. Prepayment of Bond. The Bond may be prepaid in whole or in part on any date at a prepayment price of par, plus accrued interest. Partial prepayments shall be credited in any manner selected by the City, except as described below. The Bond shall be prepaid in the amounts and on the dates set forth below: November 1 Amount 2016 $592,000 2017 608,000 2018 626,000 2019 643,000 2020 662,000 2021 681,000 2022 700,000 2023 720,000 2024 740,000 2025 761,000 2026 783,000 2027 805,000 2028 828,000 2029 851,000 In the event that less than $10,000,000 is advanced under the Bond, the mandatory prepayments shall be credited in inverse order for the amount not advanced. Section 302. Notice of Prepayment. At least 10 days before the date upon which any optional prepayment is to be made, a notice of intention so to prepay, designating the prepayment date and the amount of the Bond to be prepaid, shall be mailed by first class mail, postage prepaid, to the registered owner of the Bond at the address which appears in the books of registration hereinabove provided for. The failure to mail any such notice, the failure to receive such notice or any defect therein shall not affect the validity of the proceedings for such prepayment or cause the interest to accrue on the principal amount of the Bond so designated for prepayment after the prepayment date. Section 303. Provision for Payment. Notice having been given in the manner and under the conditions hereinabove provided, the Bond or the portion thereof designated for prepayment shall on the prepayment date designated in such notice become and be due and payable at the prepayment price 10 hereinabove specified, and from and after the date of prepayment so designated, unless default shall be made in the payment of the Bond, interest on the Bond or portion thereof so designated for prepayment shall cease to accrue. Section 304. Cancellation of Bond. If the Bond is paid, purchased or prepaid in full, either at or before maturity, it shall be delivered to the Bond Registrar when such payment, purchase or prepayment is made, and the Bond shall thereupon be cancelled and shall not be reissued. If the Bond is so cancelled, it shall be destroyed in accordance with the prevailing practice of the Issuer and a permanent record of such destruction shall be kept by the Bond Registrar. 11 ARTICLE IV. APPLICATION OF BOND PROCEEDS; ADVANCES Section 401. Application of Bond Proceeds. The proceeds derived from the sale of the Bond shall be used to finance the costs of the Project and the costs of issuing the Bond. Section 402. Advances of Bond Proceeds. The Holder is authorized and directed to make advances under the Bond by making payments to the City upon receipt of a Requisition duly executed by the City. Each such advance shall be deemed to constitute the issuance of the Issuer’s debt obligation, which debt shall be evidenced by the Bond (the principal amount of which shall be deemed to be increased to the total of all such advances, less any principal repayments). By its acceptance of the Bond, the Holder agrees to enter on the Schedule of Advances attached to the Bond the information indicated with respect to such advance. By each Requisition, the Issuer and the City shall be deemed to have reaffirmed, as of the date thereof, the Tax and Non -Arbitrage Certificate delivered in connection with the issuance of the Bond and all of the representations, warranties and covenants contained in this Resolution and the Contract. No advance shall be made under this Resolution unless on the date at the advance (a) all representations, warranties and covenants contained in the Tax and Non-Arbitrage Certificate, the Contract and this Resolution are true and correct and (b) no event has occurred or would result from such advance that constitutes an Event of Default but for the requirement that notice be given or time elapse. Furthermore, no advance shall be made by the Holder under this Resolution after December 31, 2015. 12 ARTICLE V. COMPLETION OF PROJECT Section 501. Completion of the Project. When the costs of the Project and the costs of issuing the Bond have been paid, said fact shall be evidenced to the Holder by a certificate to such effect signed by a duly authorized representative of the City specifying the date of completion in accordance with Section 3.3 of the Contract. 13 ARTICLE VI. CREATION OF SINKING FUND AND DISBURSEMENTS THEREFROM Section 601. Creation of Sinking Fund; Payments Therefrom. There is hereby created a special trust fund to be designated as the “City of Milton Public Buildings and Facilities Authority Sinking Fund” (the “Sinking Fund”) to be maintained by the Sinking Fund Custodian. The moneys in the Sinking Fund are hereby pledged for the benefit of the Holder to the payment of amounts due on the Bond. The Issuer shall not be required to designate a Sinking Fund Custodian as long as a home office payment agreement has been executed in accordance with Section 208 of this Resolution. Subject to Section 208 of this Resolution, moneys payable from the City pursuant to the Contract relating to debt service on the Bond shall be paid directly to the Sinking Fund Custodian and deposited into the Sinking Fund for the account of the Issuer in accordance with the terms of the Contract and this Resolution. Subject to the terms and conditions set forth in this Resolution, moneys in the Sinking Fund shall be disbursed as follows: Moneys in the Sinking Fund shall be used for (a) the payment of the principal of, prepayment premium (if any) and interest on the Bond as the same falls due, (b) the prepayment of Bond prior to maturity at the price and under the conditions provided therefor in this Resolution, (c) the purchase price of Bond in the open market and (d) the payment of the necessary charges of the Paying Agent, the Authenticating Agent, the Bond Registrar and the custodians and depositories for the funds and accounts established hereunder. Section 602. Transfers from the Sinking Fund. The Issuer covenants and agrees that all transfers from the Sinking Fund, and all payments from said fund into another fund, or to other sources shall be made by checks signed by the proper Custodian or by bank wire. Section 603. Investments of Sinking Fund Moneys. Moneys in the Sinking Fund not immediately required to be paid out in accordance with Section 601 hereof shall be invested by the Sinking Fund Custodian in such Government Obligations as directed by the City in writing. Any such securities so purchased shall be held by the Sinking Fund Custodian in trust until paid at maturity or sold, and all income therefrom shall be immediately deposited to the credit of the Sinking Fund. The moneys in the Sinking Fund and all securities held in and for the Sinking Fund and all income and increments therefrom are hereby pledged to and charged with the payment of the principal of, prepayment premium (if any) and interest on the Bond. 14 ARTICLE VII. DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT, PAYING AGENT AND BOND REGISTRAR Section 701. Depositories and Custodians. All moneys on deposit in the Sinking Fund shall constitute trust funds to be applied in accordance with the terms and for the purposes as set forth in this Resolution and shall not be subject to lien or attachment by any creditor of the Issuer or the City. No moneys belonging to any of the funds created hereunder shall be deposited or remain on deposit with any depository or custodian in an amount in excess of the amount guaranteed or insured by the Federal Deposit Insurance Corporation or other federal agency, unless such institution shall have pledged for the benefit of the Issuer and the Holder as collateral security for the moneys deposited, obligations of the type or types in which the depository or custodian is permitted to directly invest the moneys of the particular fund as hereinabove provided, and having a market value (exclusive of accrued interest) at least equal to the amount of such deposits. The Issuer may, from time to time, designate a successor custodian or depository of any of the Funds created hereunder; provided such custodian or depository complies with all of the provisions of this Article. In the event any custodian or deposi tory shall resign or fail to perform its duties hereunder, the Issuer shall appoint a new custodian or depository for such fund. In the event the Sinking Fund Custodian and the Paying Agent is the same bank or person acting in both capacities, then the Sinking Fund Custodian shall, without any further direction on the part of or any further authorization from the Issuer, use, invest and disburse the moneys in the Sinking Fund as required by this Resolution. If the Sinking Fund Custodian and the Paying Agent are not the same bank or person, the Sinking Fund Custodian shall transfer to the Paying Agent from moneys held in the Sinking Fund, in immediately available funds, moneys in amounts and at or before such times as shall be required to pay the principal of, prepayment premium (if any) and interest on the Bond as and when the same are payable. Section 702. Administrative Fees and Expenses. The City shall pay to the custodians and depositories appointed in accordance with the terms of this Resolution, and to their successors and assigns, and to the Paying Agent, Bond Registrar and Authenticating Agent and to their respective successors and assigns from time to time, as the same are due and payable their reasonable fees and reasonable expenses for serving under this Resolution. 15 Section 703. Appointment of Authenticating Agent, Paying Agent and Bond Registrar. The City Treasurer is hereby designated as the Authenticating Agent, Paying Agent and Bond Registrar. The Issuer may, from time to time, designate a successor Authenticating Agent, Paying Agent or Bond Registrar. In the event the Authenticating Agent, the Paying Agent or the Bond Registrar shall resign or fail to perform its duties hereunder, the Issuer shall appoint a new Authenticating Agent, Paying Agent or Bond Registrar, as appropriate. Section 704. Employment of Attorneys, Agents, Etc. The Sinking Fund Custodian, Authentication Agent, Paying Agent and Bond Registrar may execute any of the powers hereof and perform any of their duties by or through attorneys, agents, receivers or emplo yees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning their duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the exercise of powers hereunder. The Sinking Fund Custodian, Authentication Agent, Paying Agent and Bond Registrar may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer) selected by the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar in the exercise of reasonable care. The Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar shall not be responsible for any loss or damage resulting from any action or inaction taken or not taken, as the case may be, in good faith in reliance upon such opinion or advice. Section 705. Reliance on Documents. The Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Section 706. Evidence of Facts. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar shall be entitled to rely upon a certificate signed by a representative of the Issuer or the City as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar may accept a certificate of such officials of the Issuer who executed the Bond (or their successors in office) to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted and is in full force and effect. 16 Section 707. Release of Liability. The Issuer hereby releases the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar and covenants not sue any of them for any loss or damage suffered or caused directly or indirectly by the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar or their agents or employees and arising out of or related to the performance of the duties of the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar under this Resolution even if it is alleged that the Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond Registrar was negligent; provided , however, that this release and covenant not to sue shall not cover acts of gross negligence or willful misconduct. 17 ARTICLE VIII. PARTICULAR COVENANTS AND FINDINGS Section 801. Payment of Bond. The Issuer covenants that it will promptly pay the principal of and interest on the Bond at the place, on the dates and in the manner herein, and in the Bond specified, and any premium required for the prepayment of the Bond, according to the true intent and meaning thereof. The principal, interest, prepayment premium (if any) are payable solely out of (a) moneys in the Sinking Fund and (b) money received pursuant to the Contract pursuant to the provisions of this Resolution. Section 802. Books and Records. The Issuer agrees that it will keep the funds and accounts created hereunder separate from all other funds and accounts of the Issuer. Such records and accounts shall be open to the inspection of the Holder and the City at reasonable times and upon reasonable request. Section 803. Liens on the Funds. The Issuer has not created and shall not create any other lien on the Contract, the Contract Payments or the moneys or securities on deposit in the Sinking Fund. 18 ARTICLE IX. DEFAULTS AND REMEDIES Section 901. Events of Default. An “Event of Default” shall mean the occurrence of any one or more of the following events: (a) payment of any installment of principal or premium, if any, on the Bond shall not be made when the same shall become due and payable, and such failure shall continue for a period of 10 days after written notice, specifying such failure and requiring same to be remedied, shall have been given to the Issuer and the City by the owner of the Bond; (b) payment of any installment of interest on the Bond shall not be made when the same become due and payable, and such failure shall continue for a period of 10 days after written notice, specifying such failure and requiring same to be remedied, shall have been given to the Issuer and the City by the owner of the Bond; (c) an order or decree shall be entered, with the consent or acquiescence of the Issuer, appointing a receiver, or receivers, of the Issuer, or any proceedings shall be instituted, with the consent or acquiescence of the Issuer, for the purpose of effecting a composition between the Issuer and its creditors, pursuant to any federal or state statute now or hereafter enacted, or if such order or decree, having been entered without the consent and acquiescence of the Issuer, shall not be vacated or discharged or stayed on appeal within 60 days after entry thereof, or if such proceeding, having been instituted with the consent or acquiescence of the Issuer, shall not be withdrawn, or any orders entered shall not be vacated, discharged or stayed on appeal within 60 days after the institution of such proceedings, or the entry of such orders; (d) the Issuer shall fail to duly and punctually perform any other of the covenants, conditions, agreements or provisions contained in the Bond or in this Resolution, on the part of the Issuer to be performed, and such failure shall continue for a period of 60 days after written notice, specifying such failure and requiring the same to be remedied, shall have been given to the Issuer by the owner of the Bond; or (e) an Event of Default shall occur under the Contract. Section 902. Acceleration. Upon the happening and continuance of an Event of Default in Section 901(c), the Holder may, by a notice in writing to the Issuer, declare the principal of the Bond then Outstanding (if not then due and payable) and all other amounts payable under the Bond to be due and payable immediately, and upon such declaration, the same shall become and be immediately due and payable, anything in the Bond or herein contained to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bond shall have 19 been so declared to be due and payable, all arrears of interest, if any, upon the Bond then Outstanding and all other obligations secured hereby, except the principal and interest of the Bond not then due by its terms, shall have been paid, or shall have been provided for by deposit with the Paying Agent of a sum sufficient to pay the same, and every other default in the observance or performance of any covenant, condition or agreement in the Bond, or herein contained, shall be made good, or provisions therefor satisfactory to such Holder shall have been made, then and in every such case the Holder may, by written notice to the Issuer, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to, or affect, any subsequent default or impair any right consequent thereto. Section 903. Other Remedies. Upon the happening and continuance of any Event of Default, then and in every such case the Holder may proceed to protect and enforce its rights hereunder by a suit, action or special proceeding in equity or at law for the specific performance of any covenant or agreement contained herein or in the Contract or in aid or execution of any power herein granted, or for the enforcement of any proper legal or equitable remedy as the Holder shall deem most effectual to protect and enforce the rights aforesaid, insofar as such may be authorized by law. Section 904. Abandonment of Proceedings. In case any proceeding taken by the Holder on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Holder, then and in every such case the Issuer and the Holder shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, power and duties of the Holder shall continue as though no such proceedings had been taken. Section 905. Non-Exclusivity of Remedies. No remedy herein conferred upon the Holder is intended to be exclusive of any other remedy, or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, or by statute. Section 906. Delays. No delay or omission of any Holder to exercise any right or power accruing upon any Event of Default occurring and continuing, as aforesaid, shall impair any Event of Default or be construed as an acquiescence therein; and every power and remedy given by this Article to the Holder may be exercised from time to time and as often as may be deemed expedient. 20 ARTICLE X. DEFEASANCE; TERMINATION OF LIABILITY Section 1001. Payment and Defeasance. If (a) the Issuer shall pay or cause to be paid to the Holder the principal of and the interest and the prepayment premium (if any) to become due on the Bond at the times and in the manner stipulated therein and herein, (b) all fees, charges and expenses of the Paying Agent, Authenticating Agent, Bond Registrar, depositories and custodians shall have been paid or provision for such payment has been made, and (c) the Issuer shall keep, perform and observe all of its agreements in the Bond and herein expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be discharged. The Bond shall be deemed to be paid within the meaning of this Resolution if there shall have been irrevocably deposited with the Paying Agent in a special escrow account moneys or Government Obligations having such maturities and interest payment dates and bearing such interest, which, in the opinion of an independent certified public accounting firm of national reputation, without any reinvestment thereof or of the interest thereon, will produce moneys sufficient (as evidenced by an opinion or report of an independent certified public accountant or firm thereof) to pay the same when they become due (whether upon or prior to the stated maturity or the prepayment date of the Bond); provided, however, that if the Bond is to be prepaid prior to its stated maturity, notice of such prepayment shall have been duly given as provided herein or irrevocable arrangements satisfactory to the Paying Agent shall have been made for the giving thereof. Any such deposit is subject to Section 6.8 of the Contract. In the event the Issuer shall have made a deposit of moneys or Government Obligations, the Issuer shall retain the right to substitute Government Obligations for those previously pledged provided that such Government Obligations will provide sufficient moneys in a timely fashion (without any reinvestment as described above) to make the required payments of principal and interest on the Bond, and the Issuer shall receive at the time of such substitution an opinion of a firm of recognized bond attorneys to the effect that such substitution will not adversely affect the status of interest on the Bond as being excludable from gross income for federal income tax purposes under the Code. Section 1002. Termination of Liability. If the Issuer shall determine that it is desirable to terminate the rights and liens hereunder of the Holder (pursuant to a refunding or otherwise) and shall cause the Bond to be deemed to be paid, then the Bond shall thereafter have no right or lien under this Resolution other than the right to receive payment from said special fund and the same shall not be considered to be Outstanding hereunder for any purpose. 21 ARTICLE XI. MISCELLANEOUS PROVISIONS Section 1101. Validation. The validation of the Bond and the execution of the pleadings in connection therewith are hereby ratified and approved. Section 1102. Severability. In case any one or more of the provisions of this Resolution, or the Bond, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, or the Bond, but this Resolution and the Bond shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Section 1103. Resolution as a Contract. The provisions of this Resolution shall constitute a contract by and between the Issuer and the Holder. Section 1104. Modification, Alteration, Supplementation or Amendment of Resolution. The Issuer may not modify, amend, supplement or alter this Resolution without the consent of the Holder. Section 1105. Modification, Alteration, Supplementation or Amendment of Contract. The Issuer may not modify, amend, supplement or alter the Contract without the consent of the Holder. Section 1106. Payments Due on Saturdays, Sundays and Holidays; Late Payments. In any case where the date of payment of the principal of or interest on the Bond or the date fixed for prepayment of the Bond shall be in the city of payment a Saturday, Sunday or a legal holiday or a day on which banking institutes are authorized by law to close, then payment of such principal or interest need not be made on such date but may be made on the next succeeding business date with the same force and effect as if made on the date of stated payment date; provided, however, interest shall accrue until the moneys are received by the Holder. Section 1107. Applicable Provisions of Law. This Resolution shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. 22 Section 1108. Repeal of Conflicting Resolutions. Any and all ordinances and resolutions, or parts of ordinances or resolutions, if any, in conflict with this Resolution are hereby repealed, and this Resolution shall be in full force and effect from and after its adoption. Section 1109. Authorization of Contract. The execution, delivery and performance of the Contract are hereby authorized. The Contract shall be in substantially the form attached hereto as Exhibit B, with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Issuer and the execution and delivery by the Issuer of the Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. Section 1110. No Individual Responsibility of Members and Officers of Issuer. No stipulations, obligations or agreements of any member or of any officer of the Issuer shall be deemed to be stipulations, obligations or agreements of any such member or officer in his or her individual capacity. Section 1111. General Authority. The Issuer is hereby authorized to execute and deliver other documents, including, but not limited to the Bond, and certificates necessary to effectuate the transactions contemplated by this Resolution. All actions heretofore taken and all documents heretofore executed in connection with the issuance of the Bond are hereby ratified and approved. Section 1112. Sale of Bond. The sale of the Bond to Ameris Bank is hereby authorized. Section 1113. Bank Qualified. The Bond is hereby designated as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Section 1114. Approval of Policy. The Policy attached hereto as Exhibit D is hereby approved. 23 Adopted and approved this 17th day of November, 2014. CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (SEAL) ATTEST: By: Chairperson Secretary EXHIBIT A (FORM OF THE BOND) No.: R-1 $10,000,000 STATE OF GEORGIA CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND SERIES 2014 MATURITY DATE: BOND DATE: INTEREST RATE: November 1, 2029 November 20, 2014 2.80% FOR VALUE RECEIVED, the City of Milton Public Buildings and Facilities Authority, a public body corporate and politic duly created and validly existing under the Constitution and the laws of the State of Georgia (the “Issuer”), hereby promises to pay, in lawful money of the United States of America, solely from the special funds provided therefor, as hereinafter set forth, to the registered owner hereof, (a) the sum of the amounts advanced under this bond in accordance with the provisions of the Resolution (hereinafter defined) as shown on the Schedule of Advances attached hereto, which amounts advanced shall not exceed the principal amount set forth above and (b) interest thereon at the rates set forth above (computed on the basis of a 360-day year comprised of twelve 30-day months). Interest on this bond shall be paid on each May 1 and November 1 (each such date, an “Interest Payment Date”), commencing May 1, 2015. Unless prepaid prior to maturity, this bond shall mature on the maturity date set forth above. The final payment of principal of this bond is payable by the Paying Agent upon presentation and surrender thereof at the principal corporate trust office (if any) of the Paying Agent. Subject to the provisions of a home office payment agreement, payments of interest on this bond shall be payable by the Paying Agent, by first class mail, mailed on the Interest Payment Date to the person in whose name this bond is registered on the books of the Bond Registrar at the close of business on the fifteenth day of the calendar month next proceeding each Interest Payment Date (a “Record Date”) notwithstanding any registration of transfer subsequent to such Record Date and prior to the Interest Payment Date. This bond is issued for the purpose of financing the expansion, renovation and equipping of Bell Memorial Park and the costs of issuing this bond. This bond is issued under the authority of the Constitution and laws of the State of Georgia and pursuant to a resolution of the Issuer adopted on November 17, 2014 (the “Resolution”). Reference to the Resolution is hereby made for a complete description of the funds charged with, and pledged to, the payment of the principal of and the interest on this bond, the nature and extent of the security therefor, a 2 statement of rights, duties and obligations of the Issuer, and the rights of the owners of this bond, to all the provisions of which the owner hereof, by the acceptance of this bond, assents. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until this bond shall have been authenticated and registered upon the bond registration book of the Issuer kept for that purpose by the Bond Registrar, which authentication and registration shall be evidenced by the execution by the manual signature of a duly authorized signatory of the Authenticating Agent of the certificate hereon. This bond may be registered as transferred only upon the registration books kept for that purpose at the principal corporate trust office of the Bond Registrar by the registered owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Bond Registrar of this bond duly endorsed for registration of transfer or accompanied by an assignment duly executed by the registered owner or his or her attorney duly authorized in writing, and thereupon a new registered bond shall be issued to the transferee in exchange therefor, subject to the conditions and upon payment of charges, if any, provided in the Resolution. Under the terms of an Intergovernmental Contract, dated as of November 1, 2014 (the “Contract”), the City of Milton, Georgia (the “City”) has agreed to pay to the Issuer moneys sufficient to provide for the payment of the principal of and interest and prepayment premium (if any) on this bond as the same shall become due and payable and to levy an ad valorem property tax, limited to 4.731 mills (or such higher rate as may be authorized by future laws), on all property in the City subject to such tax in order to make such payments. The payments under the Contract have been assigned and pledged to the holder hereof as security for this bond. The Issuer has directed the City to make such payments directly to the holder hereof. This bond may be prepaid in whole or in part on any date at a prepayment price of par, plus accrued interest. Partial prepayments shall be credited in any manner selected by the City, except as described below. 3 This bond shall be prepaid in the amounts and on the dates set forth below: November 1 Amount 2016 $592,000 2017 608,000 2018 626,000 2019 643,000 2020 662,000 2021 681,000 2022 700,000 2023 720,000 2024 740,000 2025 761,000 2026 783,000 2027 805,000 2028 828,000 2029 851,000 In the event that less than $10,000,000 is advanced under the Bond, the mandatory prepayments shall be credited in inverse order for the amount not advanced. At least 10 days before the date upon which any optional prepayment is to be made, a notice of intention so to prepay, designating the prepayment date and the amount of this bond to be prepaid, shall be mailed by first class mail, postage prepaid, to the registered owner of this bond at the address which appears in the books of registration hereinabove provided for. The failure to mail any such notice, the failure to receive such notice or any defect therein shall not affect the validity of the proceedings for such prepayment or cause the interest to accrue on the principal amount of this bond so designated for prepayment after the prepayment date. This bond shall not be payable from, or a charge upon, any funds other than the moneys pledged to the payment thereof, and is payable solely from the payments received by the Issuer pursuant to the Contract. This bond shall not constitute a debt of the State of Georgia or any political subdivision or municipality thereof, including the City, within the meaning of any Constitutional or statutory provision. No holder of this bond shall ever have the right to compel the exercise of the taxing power of the State of Georgia or the City to pay the same, or the interest thereon, or to enforce payment thereof against any property of the State of Georgia or the City, except as provided in the Contract. It is hereby recited and certified that all acts, conditions and things required to be done precedent to and in the issuance of this bond have been done, have happened and have been performed in due and legal form as required by law, and that provision has been made for the allocation from the Contract payments of amounts necessary and sufficient to pay the installments of principal and interest on this bond as the same become due and payable and that the funds are irrevocably allocated and pledged for the payment of this bond and the interest thereon. 4 IN WITNESS WHEREOF, the Issuer has caused this bond to be signed by its Chairperson and its corporate seal to be hereunto affixed and attested by its Secretary as of the 20th day of November, 2014. CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY By: Chairperson (SEAL) Attest: Secretary * * * * 5 SCHEDULE OF ADVANCES Certificate of Amount of Requisition No. Advance Date Advance Signature ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ ____________ ____________ ____________ ________________ 6 CERTIFICATE OF VALIDATION STATE OF GEORGIA COUNTY OF FULTON The undersigned Clerk of the Superior Court of Fulton County, State of Georgia, keeper of the records and seal thereof, DOES HEREBY CERTIFY that this bond was confirmed and validated by judgment of the Superior Court of Fulton County, Georgia, on the 9th day of June, 2014, that no intervention or objection was filed opposing the validation of said bond and that no appeal of said judgment of validation has been taken. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Superior Court of Fulton County, Georgia. Clerk, Superior Court Fulton County, Georgia (SEAL) * * * * 7 CERTIFICATE OF REGISTRATION The principal of and interest on this bond are payable by the Secretary of the Issuer as Bond Registrar directly to the registered owner by mail at the address shown below, or, as otherwise directed in writing to the Secretary of the Issuer by the registered owner. No transfer hereof shall be effectual unless made on the books of the Bond Registrar by the registered owner, or his attorney, and noted hereon. DATE OF NAME AND ADDRESS REGISTRATION OF REGISTERED OWNER BOND REGISTRAR November 20, 2014 Ameris Bank 1201 West Peachtree Street NW One Atlantic Center, Suite 3150 Atlanta, GA 30309 City Treasurer 8 AUTHENTICATION CERTIFICATE The above bond is the Bond described in the within-mentioned Resolution, and is hereby authenticated as of the date shown below. CITY TREASURER, as Authenticating Agent By: Stacey Inglis Date of Authentication: November 20, 2014 (END OF BOND FORM) EXHIBIT B FORM OF INTERGOVERNMENTAL CONTRACT EXHIBIT C FORM OF REQUISITION Ameris Bank 1201 West Peachtree Street NW One Atlantic Center, Suite 3150 Atlanta, GA 30309 Attention: F. Michael Tesler Re: Direction to Make Advances on the City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014 To the Addressee: Pursuant to the resolution of City of Milton Public Buildings and Facilities Authority adopted on November 17, 2014 (the “Resolution”), you are hereby directed to advance the amount set forth below for the purposes described below: 1. This is requisition number _______. 3. The name and address of the person, firm or corporation to whom the disbursement is due is as follows: 4. The amount to be disbursed is $______________. 5. The purpose of the payment is as follows: 6. In connection herewith, the undersigned hereby certifies as follows: a. That an obligation in the stated amount has been incurred, that the same is a proper charge and has not been paid, and that the bill or statement of account for such obligation is attached hereto; b. That no notice of any vendors, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or any security interest, which should be satisfied or discharged before such payment has been made; 2 c. That insofar as such obligation was incurred for work, materials, supplies or equipment in connection with the undertaking, such work was actually performed, or such materials, supplies or equipment were actually installed in or about the construction or delivered at the site of the work for that purpose. Dated this ______ day of ____________________, ___________. CITY OF MILTON, GEORGIA By: Authorized City Representative EXHIBIT D POLICY WITH RESPECT TO TAX-EXEMPT DEBT OF THE CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY OBJECTIVE To comply with all applicable federal laws, rules and regulations related to the issuance of tax- exempt debt (the “Debt”). SCOPE This policy (the “Policy”) applies to all Debt issued by the City of Milton Public Buildings and Facilities Authority (the “Authority”) for the benefit of the City of Milton, Georgia (the “City”). In the event that the Authority is authorized by law to issue Debt for the benefit of any other entities (together with the City, the “Beneficiaries”). POLICY The Authority shall require all Beneficiaries to adopt written policies and procedures for complying with all federal and state laws, rules and regulations related to the issuance of Debt. Such policies and procedures must be acceptable to the Authority. RESPONSIBILITY The Chairperson (the “Chairperson”) of the Authority shall be administratively responsible for the Policy. DISSEMINATION AND TRAINING The Policy shall be disseminated to all relevant Authority personnel and to the Authority’s auditor. The Chairperson shall provide appropriate training to all relevant Authority personnel to ensure they comply with the provisions of the Policy. The Chairperson shall consult as appropriate with qualified attorneys with respect to the content of such training. REVIEW The Policy shall be reviewed from time to time and, if necessary, revised by the Chairperson. After any revision, the Chairperson shall redistribute the Policy to all relevant Authority personnel and the auditor. SECRETARY’S CERTIFICATE STATE OF GEORGIA COUNTY OF FULTON I, the undersigned Secretary of City of Milton Public Buildings and Facilities Authority (the “Issuer”) and keeper of the records and seal thereof, DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of the Resolution adopted by the Issuer in a meeting duly called and assembled on the 17th day of November, 2014, which meeting was open to the public and at which a quorum was presenting and acting throughout, the original of which Resolution has been duly recorded in the Minute Book of the Issuer which is in my custody and control. WITNESS my official hand and seal of the Issuer, this 17th day of November, 2014. Secretary (SEAL) R HOME OF' c €A x ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 12, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Home Office Payment Agreement between the City of Milton, Georgia, the City of Milton Public Buildings and Facilities Authority and Ameris Bank. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER:Y�APPROVED CITY ATTORNEY APPROVAL REQUIRED: A YES CITY ATTORNEY REVIEW REQUIRED: (KYES APPROVAL BY CITY ATTORNEY (APPROVED PLACED ON AGENDA FOR: f 1 1 -1 14 REMARKS {) NOT APPROVED () NO () NO O NOT APPROVED 44 © you(m - PHONE: 678.242.25001 FAX: 678.242.2499 Green info4cityofmiltonga.us I www.cityofmiitonga.us 4CI Community i Elhi 5r 13000 Deerfield Parkway, Suite 107 1 Milton GA 30004 HOME OFFICE PAYMENT AGREEMENT THIS HOME OFFICE PAYMENT AGREEMENT, made and entered into as of the 1st day of November, 2014 (this “Agreement”), among CITY OF MILTON, GEORGIA (the “City”), CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (the “Issuer”), and AMERIS BANK (the “Owner”). W I T N E S S E T H: WHEREAS, the Issuer was duly created and is validly existing pursuant to the City of Milton Public Buildings and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the “Act”); and WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of “Projects” (as defined in the Act); (b) execute contracts, leases, installment sale agreements and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation or maintenance of a Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; and WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City has the power to provide parks and recreation facilities; and WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes, among other things, any county, municipality or other political subdivision of the State to contract, for a period not exceeding fifty years, with another county, municipality or political subdivision or with any other public agency, public corporation or public authority for joint services, for the provision of services, or for the provision or separate use of facilities or equipment, provided that such contract deals with activities, services or facilities which the contracting parties are authorized by law to undertake or to provide; and WHEREAS, the Issuer is issuing its revenue bond to be known as the “City of Milton Public Buildings and Facilities Authority Revenue Bond, Series 2014” in the principal face amount of $10,000,000 (the “Bond”) pursuant to a bond resolution adopted by the Issuer on November 20, 2014 (the “Bond Resolution”); and WHEREAS, the Issuer, the City and the Owner propose entering into this Agreement pursuant to Section 208 of the Bond Resolution. NOW, THEREFORE, for and in consideration of the premises and undertakings as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City, the Issuer and the Owner DO HEREBY AGREE, as follows: 2 1. This Agreement shall become effective upon the date of issuance and delivery of the Bond and shall continue in effect until the principal of and the interest on the Bond shall have been fully paid pursuant to the provision of the Resolution. Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Resolution. 2. While the Bond remains outstanding, prior to each Interest Payment Date, the City shall wire the debt service payment on the Bond in accordance with the following wire transfer instructions: Ameris Bank 225 South Main Street Moultrie, GA 31768 ABA/Routing No. 061201754 3. Should any phrase, clause, sentence or paragraph herein contained be held invalid or unconstitutional, it shall in no way affect the remaining provisions of this Agreement, which said provisions shall remain in full force and effect. 4. This Agreement may be executed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument. 5. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. (Home Office Payment Agreement) IN WITNESS WHEREOF, the parties hereto, acting by and through their du ly authorized officers, have caused this Agreement to be executed as of the day and year first above written. CITY OF MILTON, GEORGIA (SEAL) By: Mayor Attest: Clerk (Home Office Payment Agreement) CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY (SEAL) By: Chairperson Attest: Secretary (Home Office Payment Agreement) AMERIS BANK By: Michael Tesler Market President HOME OF ' I III M tT0 t\j ESTAIiLI5HED2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 5, 2014 FROM: City Manager AGENDA ITEM: Consideration of a Waiver of Conflict Regarding Jarrard & Davis, LLP's Representation of the City of Milton in Connection with an IGA between the City of Milton and Forsyth County Regarding the Extension of County Water and Sewer Services in to Certain Parts of the City of Milton. MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: XAPPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: uj YES () NO CITY ATTORNEY REVIEW REQUIRED: YES O NO APPROVAL BY CITY ATTORNEY XAPPROVED' (j NOT APPROVED PLACED ON AGENDA FOR: (h REMARKS T" 1110You PHONE: 678.242,25001 FAX: 678.242.2499 \Green v * Cvrnfic]* info@cifyofmilfonga.us I www.cifyofmiltongams tip.® Community i Eih'1C5' 13000 Deerfield Parkway, Suite 107 � Milton GA 30004 ""' �'Ar 1 WAIVER OF CONFLICT WHEREAS, Forsyth County, Georgia (the “County”) is a political subdivision of the State of Georgia; and WHEREAS, the City of Milton, Georgia (the “City”) is a municipal corporation of the State of Georgia; and WHEREAS, the County is now, and has been, represented by the law firm of Jarrard & Davis, LLP; and WHEREAS, the City is now, and has been, represented by the law firm of Jarrard & Davis, LLP; and WHEREAS, the County and the City desire to enter into an intergovernmental agreement (the “IGA”) regarding the extension of County water and sewer services in to certain parts of the City of Milton; and WHEREAS, the City recognizes that Jarrard & Davis, LLP’s representation of the County and representation of the City in relation to the IGA could result in the appearance of a potential conflict of interest; and WHEREAS, the governing body of the City has considered and consulted with attorney Ken Jarrard regarding the issue, been informed of the potential for conflicts or competing interests between the County and City related to the IGA and risks associated with same, considered the alternative of obtaining independent representation in this matter, and had the opportunity to consult with independent counsel; and WHEREAS, the law firm of Jarrard & Davis, LLP will continue to represent the County and the City; NOW THEREFORE, in light of the above, the governing body of the City of Milton, 2 Georgia does hereby waive any apparent or potential conflict of interest arising from or attributable to JARRARD & DAVIS, LLP’S simultaneous representation of the County and the City regarding the IGA. This 17th day of November 2014. CITY OF MILTON, GEORGIA BY:__________________________________________ Joe Lockwood, Mayor V� HOME OF' ESTAM ISH ED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 10, 2014 FROM: City Manager AGENDA ITEM: Consideration of LEED Certification for the New City Hall Facility MEETING DATE: Monday, November 17, 2014 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES CITY ATTORNEY REVIEW REQUIRED: O YES APPROVAL BY CITY ATTORNEY () APPROVED PLACED ON AGENDA FOR REMARKS O NOT APPROVED YNO x NO NOTAPPROVED © Your ** Green #�ert,fi�d roP,oa PHONE: 678.242.25001 FAX: 678.242.2499 + �.�. t info@cityofmiltonga.us I www.cityofmiltonga.us «'r[ Community I hi" 13000 Deerfield Parkway, Suite 107 G Milton GA 30004 To: Honorable Mayor and City Council Members From: Carter Lucas, PE – Director of Public Works Date: Submitted on November 10, 2014 for the November 17, 2014 Regular Council Meeting Agenda Item: Consideration of LEED Certification for the New City Hall Facility ______________________________________________________________________________ Department Recommendation: N/A Executive Summary: In October 2012 the City Council adopted a resolution establishing the Sustainable Practices Program as part of our Green City designation. As part of the program the city agreed that all new buildings constructed by the city which have 5,000 sf or more of occupied space would be LEED certified. In the event that this certification would add more than $25,000 to the cost of the building then approval is required by the City Council. As we move forward with the design of the city hall facility it is estimated that administrative costs alone to obtain a LEED certification for the building would be in excess of $58,000. According to the policy an expenditure of this size requires City Council approval. Funding and Fiscal Impact: Administrative costs would add more than $58,000 to the project budget plus any additional cost that may be required by construction. Alternatives: The alternative would be to follow those sustainable practices where economically feasible and practical to do so but not seek an actual LEED certification. Legal Review: N/A Concurrent Review: Chris Lagerbloom – City Manager Attachment(s): None.