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Agenda Packet CC - 12/04/2017 - City Council Meeting Agenda Packet
2006 HERITAGE WALK, MILTON, GA 30004 ǀ 678.242.2500 ǀ WWW.CITYOFMILTONGA.US Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. Joe Lockwood, Mayor CITY COUNCIL Karen Thurman Matt Kunz Bill Lusk Burt Hewitt Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall Monday, December 4, 2017 Regular Council Meeting Agenda 6:00 PM INVOCATION – Remco Brommet, Chaplain for the City of Milton Police and Fire 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. 17-299) 4) PUBLIC COMMENT MILTON CITY COUNCIL REGULAR COUNCIL MEETING DECEMBER 4, 2017 Page 2 of 4 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 5) CONSENT AGENDA 1. Approval of the November 20, 2017 Regular City Council Meeting Minutes. (Agenda Item No. 17-300) (Sudie Gordon, City Clerk) 2. Approval of the Financial Statements and Investment Report for the Period Ending October 2017. (Agenda Item No. 17-301) (Bernadette Harvill, Finance Director) 3. Approval of an Enterprise License Agreement with Environmental Systems Research Institute, Inc. (ESRI) for Geographic Information Systems Software. (Agenda Item No. 17-302) (Alicia Newberry, GIS Manager) 4. Consideration of a Resolution to Provide Cancer and Long-term Disability Coverage to Certified Firefighting Personnel through the Georgia Interlocal Risk Management Agency (GIRMA) in Compliance with HB 146. (Agenda Item No. 17-303) (Sam Trager, Human Resources Director) 6) REPORTS AND PRESENTATIONS 1. Recognition and Presentation of City of Milton “Ten” Year Anniversary Pins to: Mark Aral, Clay Barnette, Charles Barstow, Jason Baswell, Shane Black, Tyson Blake, John Borsey, Jason Cantrell, Jeanette Citta, John Cunningham, John Dancsecs, Danny Elliott, Matt Fallstrom, Tim Farnell, Johnny Gomez, Brian Hansford, James Hickerson, Roth Hutcheson, Stacey Inglis, Ryan James, Angie Kapijimpanga, Sara Leaders, Matt Marietta, Augie Mascioli, Shawn McCarty, Honor Motes, Tyler Nicholson, Don Patterson, Josh Payne, Angela Rambeau, Chris Seay, Fran Shoenthal, Mark Slyman III, Danny Snyder, Mark Stephens, Chad Sweeting, Chad Taylor, Kim Trawick, Russ Womack, and Scott Wright. Retirees: Bill Bourn, Greg Foster, Bill Garrett, John Huey, Jeff Humphrey, Mike Melson, Thomas Mickens, and Jimmy Sanders. (Presented by Mayor Joe Lockwood) MILTON CITY COUNCIL REGULAR COUNCIL MEETING DECEMBER 4, 2017 Page 3 of 4 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 2. Recognition and Presentation of City of Milton “Five” Year Anniversary Pins to: Herman Bennett, Khalil Bouziane, Marc Brown, Richard Bushman, Jim Cregge, Scott Harrell, Bernadette Harvill, Matt Kunz, Wendy Lee, David Little, Dawn Serff, and Susan Wilmath. (Presented by Mayor Joe Lockwood) 7) FIRST PRESENTATION 1. Consideration of RZ17-11 Text Amendment to Article XX – Deerfield Form Based Code, Table 10: Specific Function and Use Regarding the T-6 Transect Zone. (Agenda Item No. 17-304) (Kathleen Field, Community Development Director) 8) PUBLIC HEARING (None) 9) ZONING AGENDA (None) 10) UNFINISHED BUSINESS (None) 11) NEW BUSINESS 1. Consideration of a Resolution of the City of Milton Authorizing A Pre- Application for a Recreation Trails Program Grant with the Department of Natural Resources. (Agenda Item No. 17-305) (Jim Cregge, Parks and Recreation Director) 2. Consideration of the following Subdivision Plat: Name of Development / Location Action Comments / # lots Total Acres Density 1. Park at Bethany LL 832 Bethany Bend Road Final Plat 27 Lots 8.887 3.04 Lots / acre (Agenda Item No. 17-306) (Melissa Branen, Plan Review Manager) MILTON CITY COUNCIL REGULAR COUNCIL MEETING DECEMBER 4, 2017 Page 4 of 4 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 3. Consideration of a Resolution Appointing the Chief Judge of the Municipal Court for the City of Milton, Georgia Pursuant to Article V of the City Charter. (Agenda Item No. 17-307) (Mayor Joe Lockwood) 4. Consideration of a Land Acquisition Agreement between the City of Milton, Georgia and Triumph Golf, LLC related to the Purchase of the Milton Country Club, Tax Parcels: 22 440005280716 (16.80 acres), 22 41006000798 (31.34 acres), 22 457006010140 (11.60 acres), 22 456005290240 (16.50 acres), 22 442006720328 (56.00 acres), 22 441006250740 (4.85 acres), for $5,000,000.00. (Agenda Item No. 17-308) (Steve Krokoff, City Manager) 12) MAYOR AND COUNCIL REPORTS STAFF REPORTS Department Updates 1. Public Works 2. Fire 3. Human Resources 4. Community Outreach 13) EXECUTIVE SESSION (if needed) 14) ADJOURNMENT (Agenda Item No. 17-309) MILTO�v lip ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 28, 2017 FROM: Steven Krokoff, City Manager`' AGENDA ITEM: Approval of the Financial Statements and Investment Report for the Period Ending October 2017. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES ((NO CITY ATTORNEY REVIEW REQUIRED: () YES ((NO APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: I qvu12o'l 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 infoQcityofmiltonga.us I www.cityofmiltonga.us To: Honorable Mayor and City Council Members From: Bernadette Harvill, Finance Director Date: Submitted on November 28, 2017 for the December 4, 2017 Regular Council Meeting Agenda Item: Financial Statements for Period 1 – October 2017 Overview and Financial Highlights: General Fund Revenue collections for the General Fund are 11.33% over what is anticipated for the first period of the fiscal year. Please remember as you look at the financial statements that there are several revenue sources whose collections in the first two periods of a new fiscal year will be accrued back to the previous fiscal year. It is a generally accepted accounting principle to apply the revenue to the period it is intended for. Total expenditures to-date are $2,454,952 and are 13.42% less than expected for this period of the fiscal year. Capital Project Fund Expenditures within this fund continue to occur on a project-by-project basis. With a total project expenditure budget of $30,736,312, capital expenditures-to-date total $746,785. 1 of 13 City of Milton STATEMENT OF REVENUES & EXPENDITURES General Fund For the Period Ending October 2017 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Property Tax 15,958,000 8,211 - 8,211 8,211 - 8,211 Motor Vehicle Tax 452,000 - - - - - - Intangible Tax 265,000 - - - - - - Real Estate Transfer Tax 84,000 - - - - - - Franchise Fees 1,950,870 815 - 815 815 - 815 Local Option Sales Tax 8,500,000 - - - - - - Alcohol Beverage Excise Tax 298,000 12,060 24,833 (12,773) 12,060 24,833 (12,773) Business & Occupation Tax 675,000 1,456 - 1,456 1,456 - 1,456 Insurance Premium Tax 2,000,000 - - - - - - Financial Institution Tax 38,150 - - - - - - Penalties & Interest 23,900 2,996 1,388 1,608 2,996 1,388 1,608 Alcohol Beverage Licenses 145,000 4,825 14,500 (9,675) 4,825 14,500 (9,675) Other Non-Business Permits/Licenses 18,100 1,538 1,233 305 1,538 1,233 305 Zoning & Land Disturbance Permits 48,350 2,450 4,028 (1,578) 2,450 4,028 (1,578) Building Permits 335,000 32,975 33,500 (525) 32,975 33,500 (525) Intergovernmental Revenue - - - - - - - Other Charges for Service 444,300 72,401 32,555 39,846 72,401 32,555 39,846 Municipal Court Fines 475,000 42,518 48,973 (6,455) 42,518 48,973 (6,455) Interest Earnings 61,000 8,383 5,081 3,302 8,383 5,081 3,302 Contributions & Donations - 68 - 68 68 - 68 Other Revenue 63,200 1,445 5,248 (3,803) 1,445 5,248 (3,803) Other Financing Sources 15,000 - 1,250 (1,250) - 1,250 (1,250) Total Revenues 31,849,870 192,141 172,588 19,553 192,141 172,588 19,553 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Mayor and Council 168,869 16,516 19,251 (2,735) 16,516 19,251 (2,735) City Clerk 353,535 121,732 162,575 (40,843) 121,732 162,575 (40,843) City Manager 720,886 62,359 66,944 (4,586) 62,359 66,944 (4,586) General Administration 60,374 5,344 5,030 314 5,344 5,030 314 Finance 495,534 45,591 50,290 (4,699) 45,591 50,290 (4,699) Legal 275,000 - 22,908 (22,908) - 22,908 (22,908) Information Technology 837,417 44,301 80,444 (36,144) 44,301 80,444 (36,144) Human Resources 333,864 19,267 26,518 (7,251) 19,267 26,518 (7,251) Risk Management 258,600 137,219 21,541 115,678 137,219 21,541 115,678 General Government Buildings 197,970 1,472 16,491 (15,019) 1,472 16,491 (15,019) Communications 198,926 13,014 18,865 (5,851) 13,014 18,865 (5,851) Community Outreach & Engagement 118,746 8,728 9,891 (1,163) 8,728 9,891 (1,163) Municipal Court 422,656 32,518 35,506 (2,987) 32,518 35,506 (2,987) Police 4,772,628 407,695 450,669 (42,974) 407,695 488,314 (80,619) Fire 6,941,347 478,766 580,279 (101,513) 478,766 580,279 (101,513) Public Works 2,405,438 133,283 227,607 (94,324) 133,282 227,607 (94,325) Parks & Recreation 1,127,527 20,829 55,945 (35,116) 20,829 55,945 (35,116) Community Development 1,177,903 69,247 83,324 (14,077) 69,247 83,324 (14,077) Economic Development 272,011 34,716 44,080 (9,364) 34,716 44,080 (9,364) Debt Service - Capital Lease Payment 851,712 - - - - - - Operating Transfers to Other Funds 9,645,856 802,356 802,046 310 802,356 802,046 310 Operating Reserve 213,071 - 17,749 (17,749) - 17,749 (17,749) Total expenditures 31,849,870 2,454,952 2,797,953 (343,000)2,454,952 2,835,598 (380,646) Net Income/(Loss)0 (2,262,812)(2,262,811) Revenues Annual Budget Current Month Year-to-Date Operating Expenditures Annual Budget Current Month Year-to-Date 2 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Earth Day Vendor Fee -$ -$ -$ -$ Hometown Jubilee Vendor Fee - - - - Interest Revenues - - - - Crabapple Fest Sponsor 15,000 - - (15,000) Earth Day Sponsor 1,000 - - (1,000) Summer Event Sponsor 5,000 - - (5,000) Mayor's Run Sponsor 1,000 - - (1,000) Literary Festival Sponsor 500 - - (500) Donations - - - - T-shirt Sales - - - - Mayor's Run Reg. Fees - - - - Holiday Card Sales 2,000 - - (2,000) Total revenues 24,500$ -$ -$ (24,500)$ EXPENDITURES Current: Special Events 109,588$ 18,479$ 18,479$ 91,109$ Total Expenditures 109,588$ 18,479$ 18,479$ 91,109$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund 17,450$ 1,454.17$ 1,454$ (15,996)$ Transfers in from Hotel/Motel Tax Fund 47,000 -$ - (47,000) Total other financing sources and uses 64,450$ 1,454$ 1,454$ (62,996)$ Net change in fund balances (20,638)$ (17,025)$ City of Milton Special Events Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 3 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Interest Revenue - - - - Total revenues -$ -$ -$ -$ EXPENDITURES Current: Economic Development -$ -$ -$ -$ Total Expenditures -$ -$ -$ -$ OTHER FINANCING SOURCES (USES) Unallocated -$ -$ -$ -$ Transfers in from General Fund 50,000$ 4,167$ 4,167$ (45,833)$ Net change in fund balances (50,000)$ (4,167)$ City of Milton Economic Development Incentives Bank Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 4 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Cash Confiscations/State Funds -$ -$ -$ -$ Cash Confiscations/Fed Funds/US Marshal - - - - Cash Confiscations/Federal Funds - - - - Interest Revenues/State Funds - 2 2 2 Interest Revenues/Federal Funds - 3 3 3 Realized Gain on Investments/State Funds - - - - Budgeted Fund Balance - - - - Total revenues -$ 5$ 5$ 5$ EXPENDITURES Current: Police -$ 3,570$ 3,570$ (3,570)$ Total Expenditures -$ 3,570$ 3,570$ (3,570)$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances -$ (3,565)$ City of Milton Confiscated Assets Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 5 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Wireless 911 Fees 930,000$ -$ -$ (930,000)$ Interest Revenue - - - - Total revenues 930,000$ -$ -$ (930,000)$ EXPENDITURES Current: Public Safety 930,000$ -$ -$ 930,000$ Total Expenditures 930,000$ -$ -$ 930,000$ OTHER FINANCING SOURCES (USES) Unallocated -$ -$ -$ -$ Transfers out to Capital Projects -$ -$ -$ -$ Net change in fund balances -$ -$ City of Milton E-911 Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 6 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Taxes Hotel/Motel Taxes 73,000$ -$ -$ (73,000)$ Total revenues 73,000$ -$ -$ (73,000)$ OTHER FINANCING SOURCES (USES) Transfers out to General Fund -$ -$ -$ -$ Transfers out to Special Events Fund 73,000 - - (73,000) Total other financing sources and uses 73,000$ -$ -$ (73,000)$ Net change in fund balances -$ -$ City of Milton Hotel/Motel Tax Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 7 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Charges for Service Infrastructure Maintenance Fee 105,000$ -$ -$ (105,000)$ Infrastructure Maint Penalty & Interest - - - - Sidewalk Replacement Account - - - - Paving Fund - - - - Traffic Calming - - - - Tree Recompense - - - - Landfill Host Fees 130,000 - - (130,000) HYA Fees - - - Interest Revenue - - - - Realized Gain or Loss on Investments - - - - Cell Tower Lease 77,400 3,439 3,439 (73,962) Insurance Proceeds/Public Safety - - - - Insurance Proceeds/Parks & Rec - - - - Insurance Proceeds/Public Works - - - - Atlanta HIDTA Stipend - - - - Capital Lease Proceeds - - - - Total revenues 312,400$ 3,439$ 3,439$ (308,962)$ EXPENDITURES Capital Outlay City Council 950,014$ -$ -$ 950,014$ General Admin 27,762 - - 27,762 General Govt Bldg 12,240,010 - - 12,240,010 Finance - - - - IT 69,212 - - 69,212 Court - - - - Police 187,283 - - 187,283 Fire 2,161,735 - - 2,161,735 Public Works 9,628,067 9,799 9,799 9,618,268 Parks & Recreation 4,597,037 736,985 736,985 3,860,052 Community Development 875,192 - - 875,192 Total Capital Outlay 30,736,312$ 746,785$ 746,785$ 29,989,528$ Excess of revenues over expenditures (30,423,912)$ (743,346)$ (743,346)$ (30,298,489)$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund 9,249,656$ 770,804.67$ 770,804.67$ (8,478,851)$ Transfers in from Capital Grant Fund - - - - Transfers in from E-911 Fund - - - - Impact Fees/Law Enforcement Fund - - - - Impact Fees/Fire - - - - Impact Fees/Road - - - - Impact Fees/Park - - - - Transfer to the General Fund - - - - Unallocated - - - - Lease Proceeds - - - - Proceeds of Sale of Assets - - - Budgeted Fund Balance - - - - Total other financing sources and uses 9,249,656$ 770,805$ 770,805$ (8,478,851)$ Net change in fund balances (21,174,256)$ 27,458$ City of Milton Capital Project Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 8 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Real Property Tax-Current Year 731,992$ -$ -$ (731,992) Real Property Tax-Prior Year -$ -$ -$ - Intergovernmental Revenues -$ -$ -$ - Interest Revenue (Regions)120,000 - - (120,000) Interest Revenue (SunTrust)- - - - Bond Proceeds - - - - Total revenues 851,992$ -$ -$ (851,992)$ EXPENDITURES Capital Outlay Parks & Recreation 25,172,767 - - 25,172,767 Bond Principal - - - - Bond Interest 731,992 282,304 282,304 449,688 Total Capital Outlay 731,992$ 282,304$ 282,304$ 449,688$ Excess of revenues over expenditures 120,000$ (282,304)$ (282,304)$ (402,304)$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Transfers out to General Fund - - - - Revenue Bond Proceeds - - - - Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances 120,000$ (282,304)$ City of Milton Greenspace Bond Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 9 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Transportation Local Option Sales Tax 6,185,000$ -$ -$ (6,185,000) Interest Revenues 86 86 86 Total revenues -$ 86$ 86$ 86$ EXPENDITURES Capital Outlay Public Works 6,343,451 - - 6,343,451 Total Capital Outlay 6,343,451$ -$ -$ 6,343,451$ Excess of revenues over expenditures (6,343,451)$ 86$ 86$ 6,343,536$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Transfers out to General Fund - - - - Total other financing sources and uses -$ #-$ -$ -$ Net change in fund balances (6,343,451)$ #86$ City of Milton Transportation Local Option Sales Tax (TSPLOST) Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 10 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Intergovernmental Revenues GDOT Crabapple Streetscape 500,000$ -$ -$ (500,000)$ GDOT TAP (Big Creek Greenway)- - - - CDBG - - - - LMIG Funds 397,791 - - (397,791) GDOT HPP Funds 3,688,483 - - (3,688,483) MARTA Grant - - - - SR 9 @ Bethany Bend Grant - - - - GDOT-Signage/Landscaping 4,062 - - (4,062) Trail Connection to Big Creek Greenway - - - - Interest Revenues - - - - Total revenues 4,590,336$ -$ -$ (4,590,336)$ EXPENDITURES Capital Outlay Public Works 5,714,911$ -$ -$ 8,714,911$ Community Development 4,900 - - 4,900 Total Capital Outlay 5,719,811$ -$ -$ 8,719,811$ Excess of revenues over expenditures (1,129,475)$ -$ -$ 4,129,475$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund 328,750$ 27,396$ 27,396$ (301,354)$ Transfers in to General Fund - -$ -$ -$ Budgeted Fund Balance - - - - Total other financing sources and uses 328,750$ 27,396$ 27,396$ (301,354)$ Net change in fund balances (800,725)$ 27,396$ City of Milton Capital Grant Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 11 of 13 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Admin Fund 43,500$ 4,188$ 4,188$ (39,312)$ Law Enforcement Fund 23,000 2,350 2,350 (20,650) Fire Fund 130,500 13,466 13,466 (117,034) Road Fund 323,000 42,983 42,983 (280,017) Park Fund 976,000 80,796 80,796 (895,204) Interest Revenues/Admin Fund - - - - Interest Revenues/Law Enforcement Fund - - - - Interest Revenues/Fire Fund - - - - Interest Revenues/Road Fund - - - - Interest Revenues/Park Fund - - - - Total revenues 1,496,000$ 143,783$ 143,783$ (1,352,217)$ EXPENDITURES Admin Police Fire Public Works Parks & Recreation Total Capital Outlay -$ -$ -$ -$ Excess of revenues over expenditures 1,496,000$ 143,783$ 143,783$ (1,352,217)$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Transfer Out to General Fund/Admin (43,500) - - 43,500 Transfer Out to Capital Projects Fund/Law Enf (23,000) - - 23,000 Transfer Out to Capital Projects Fund/Fire (130,500) - - 130,500 Transfer Out to Capital Projects Fund/Road (323,000) - - 323,000 Transfer Out to Capital Projects Fund/Park (976,000) 976,000 Total other financing sources and uses (1,496,000)$ -$ -$ 1,496,000$ Net change in fund balances -$ 143,783$ City of Milton Capital Projects Fund - Impact Fees Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended October 31, 2017 12 of 13 Amount Percent Yield Money Market - Quantum Bank 7,222,840 58%0.55% Money Market - EastWest Bank 4,847,907 39%1.00% GA Fund 1 330,353 3%1.09% Grand Total Investment Portfolio 12,401,100 100% Current Month YTD Interest earned 8,383 8,383 Budgeted interest 5,000 60,000 Variance over/(under)3,383 (51,617) Month Ending October 31, 2017 Investment Portfolio City of Milton 13 of 13 06 MILTOJ\�Ilp ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 27, 2017 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of an Enterprise License Agreement with Environmental Systems Research Institute, Inc. (ESRI) for Geographic Information Systems Software. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (rJIAIPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (OES () NO CITY ATTORNEY REVIEW REQUIRED: (,�YES () NO APPROVAL BY CITY ATTORNEY: (,J1 PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: � I/r d2Q'? 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityotmiltonga.us To: Honorable Mayor and City Council Members From: Alicia Newberry, GISP, GIS Manager Date: Submitted on November 17, 2017 for the December 4, 2017 Regular City Council Meeting Agenda Item: Approval of an Enterprise License Agreement with Environmental Systems Research Institute, Inc. (ESRI) for Geographic Information Systems Software. ____________________________________________________________________________________ Department Recommendation: Approval. Executive Summary: The City of Milton currently relies on a small number of software licenses to operate its GIS department and associated services for staff and citizens. GIS staff has recognized that the existing number of licenses is insufficient to meet demand. To address this issue, the City of Milton requested a written quote from Environmental Systems Research Institute Inc., or ESRI, for a small government enterprise license agreement which would greatly increase available access to their software. This license agreement includes uncapped quantities of certain licenses of GIS software and GIS tools, as well as uncapped self- paced e-learning for staff. Funding and Fiscal Impact: This is a contract modification of an existing software agreement with ESRI. This is a three year contract, with the total amount for three years at $105,000. Year two and year three will be invoiced at the contract term date for $35,000. Procurement Summary: Purchasing method used: Other (See Comment Above) Account Number: 100-4101-523850102 Requisition Total: $35,000.00 Vendor DBA: Environmental Research Systems Institute, Inc. (ESRI) Financial Review: Bernadette Harvill (November 20, 2017) Legal Review: Sam VanVolkenburgh – Jarrard & Davis (November 9, 2017) Attachment(s): Enterprise License Agreement Agreement Supplement 1.Priority of Supplement: This Supplement is attached to Master Agreement # 325802 (the “Agreement”) between the City of Milton, Georgia (“Customer”) and Environmental Systems Research Institute, Inc. (“ESRI”). The provisions of the Supplement control over any contrary provisions found in the Agreement and any other agreements into which the Master Agreement is incorporated. 2.Indemnification: To the extent Customer is required to indemnify ESRI pursuant to the Agreement or any document incorporated into the Agreement by reference, Customer agrees to indemnify only to the extent allowed by Georgia law. 3.Statutory Auto-Termination and Renewal: As required by O.C.G.A. § 36-60-13, the Agreement shall terminate absolutely and without further obligation on the part of Customer on December 31 each calendar year of the Term, and the Agreement shall automatically renew on January 1 of each subsequent calendar year of the Term, absent Customer’s provision of written notice of non- renewal to ESRI at least thirty days prior to the end of the then-current calendar year. Title to any supplies, materials, equipment, or other personal property (to the extent any title transfers pursuant to the Agreement) shall remain in ESRI until fully paid for by Customer. Termination does not entitle Customer to any refunds of fees paid. 4.Arbitration: Notwithstanding any contrary language elsewhere, Customer will not be required to participate in arbitration to resolve any dispute arising out of the Agreement. 5.Nondiscrimination: In accordance with Title VI of the Civil Rights Act of 1964, 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, ESRI agrees that, during performance of this Agreement, ESRI, 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, ESRI agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this Agreement. 6.Ethics: ESRI agrees that it shall comply with Esri’s Code of Business Conduct and Ethics as found at the following link: http://www.esri.com/about-esri/code-of-conduct. ESRI certifies that to the best of its knowledge no circumstances exist which will cause a conflict of interest in performing the work. ESRI and Customer acknowledge that it is prohibited for any person to offer, give, or agree to give any City of Milton employee or official, or for any City of Milton employee or official to solicit, demand, accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefor. ESRI and Customer further acknowledge that it is prohibited for any payment, gratuity, or offer of employment to be made by or on behalf of a sub-consultant under a contract to the prime contractor or higher tier sub-contractor, or any person associated therewith, as an inducement for the award of a subcontract or order. 7.Authority to Contract: The individual executing the Agreement on behalf of each party covenants and declares that he/she has obtained all necessary approvals of the necessary board of directors, stockholders, board of commissioners, general partners, limited partners or similar authorities to simultaneously execute and bind the party to the terms of this Agreement. 8.Sovereign Immunity; Indemnification: Nothing contained in this Agreement shall be construed to be a waiver of Customer’s sovereign immunity or any individual’s qualified, good faith or official immunities. 9.Compliance with the Georgia Open Records Act: To the extent required by law, each party agrees to comply with the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.) and no confidentiality requirement in the Agreement shall impose any obligation inconsistent with the rights and duties created by that Act. Agreed to by: City of Milton (Customer) By: _________________________________ Joe Lockwood, Mayor Attest: ______________________________ Sudie Gordon, City Clerk Approved as to form: _______________________________ City Attorney Environmental Systems Research Institute, Inc. By: ______________________________ Print Name: _______________________ Title: ____________________________ (QYLURQPHQWDO6\VWHPV5HVHDUFK,QVWLWXWH,QF 1HZ<RUN6W 5HGODQGV&$ 3KRQH )D[ '8161XPEHU &$*(&RGH $06 Quotation # 20513283 Date: Customer # 411990 Contract # ENTERPRISE AGREEMENT &LW\RI0LOWRQ ,QIRUPDWLRQ7HFKQRORJ\'HSW 'HHUILHOG3NZ\6WHI $OSKDUHWWD*$ $77(17,21 $OLFLD1HZEHUU\ 3+21( )$; 7RH[SHGLWH\RXURUGHUSOHDVHDWWDFKDFRS\RI WKLVTXRWDWLRQWR\RXUSXUFKDVHRUGHU 4XRWHLVYDOLGIURP 7R August 15, 2017 The items on this quotation are subject to the terms of this quotation and of your signed agreement with Esri, if applicable. If no such agreement covers any item, then Esri’s standard terms and conditions found at http://www.esri.com/legal/software-license apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Acceptance of this quotation is limited to the terms of this quotation. State and local government entities in California or Maryland buying under the State Contract are also subject to the terms and conditions found at http://www.esri.com/legal/supplemental-terms-and-conditions. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. If sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 This offer is limited to the terms and conditions incorporated and attached herein.THIEMC For questions contact:Christie Thiem Email:cthiem@esri.com Phone:(704) 541-9810 x8638 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. 110036 1 3RSXODWLRQVRIWR6PDOO*RYHUQPHQW7HUP(QWHUSULVH /LFHQVH$JUHHPHQW <HDU3D\PHQW 6HH1RWHV 35,000.00 35,000.00 Item Total:35,000.00 Material Qty Description Unit Price Total Estimated Shipping & Handling(2 Day Delivery) :0.00 Contract Pricing Adjust:0.00 Subtotal:35,000.00 Sales Tax:0.00 1RWHV 7KLVLVDWKUHH\HDUFRQWUDFWIRUWKH6PDOO*RYHUQPHQW(QWHUSULVH$JUHHPHQW 3URJUDP7KHWRWDODPRXQWIRUWKUHH\HDUVLV\HDUDQG\HDUZLOOEH LQYRLFHGDWWKHFRQWUDFWWHUPGDWHIRU Total:$35,000.00 Esri Use Only: Cust. Name Cust. # PO # Esri Agreement # Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 Page 1 of 5 03/03/2017 SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-2) This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the License Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the U nited States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table A List of Products Uncapped Quantities Desktop Software and Extensions (Single Use) ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise optional servers ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) annual Professional subscription to ArcGIS Developer* Two (2) Esri CityEngine Advanced Single Use Licenses 100 Level 1 ArcGIS Online Named Users 100 Level 2 ArcGIS Online Named Users 17,500 ArcGIS Online Service Credits 100 Level 1 ArcGIS Enterprise Named Users 100 Level 2 ArcGIS Enterprise Named Users 3 Insights for ArcGIS OTHER BENEFITS Number of Esri User Conference registrations provided annually 3 Number of Tier 1 Help Desk individuals authorized to call Esri 3 Maximum number of sets of backup media, if requested** 2 Self-Paced e-Learning Uncapped Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.) * Maintenance is not provided for these items **Additional sets of backup media may be purchased for a fee Page 2 of 5 03/03/2017 Customer may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of Customer's Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4—Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: (Customer) By: Authorized Signature Printed Name: Title: Date: CUSTOMER CONTACT INFORMATION Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: Country: Quotation Number (if applicable): Page 3 of 5 03/03/2017 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the License Agreement, the following definitions apply to this Agreement: "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Customer's organization(s). "Fee" means the fee set forth in the Quotation. "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "License Agreement" means the applicable license agreement for Esri Products incorporated by this reference that is (i) found at http://www.esri.com/legal/software -license and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri license agreement that supersedes such electronically acknowledged license agreement. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. "Product(s)" means the products identified in Table A— List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Customer's point of contact(s) to provide all Tier 1 Support within Customer's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. Customer will receive Tier 2 Support from Esri. 2.0—ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the term provided on the first page (i) for the applicable Fee and (ii) in accordance with the License Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants or contractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third- party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor Servers for the benefit of Customer. 3.0—TERM, TERMINATION, AND EXPIRATION 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate on expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government-owned entities, either party may terminate this Agreement before any subsequent year if Customer is unable to secure funding through the legislative or governing body's approval process. Page 4 of 5 03/03/2017 3.5 Follow-on Term. If the parties enter into another agreement substantially similar to this Agreement for an additional term, the effective date of the follow-on agreement will be the day after the expiration date of this Agreement. 4.0—PRODUCT UPDATES 4.1 Future Updates. Esri reserves the right to update the list of Products in Table A—List of Products by providing written notice to Customer. Customer may continue to use all Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Products are incorporated into the standard program, they will be offered to Customer via written notice for incorporation into the Products schedule at no additional charge. Customer's use of new or updated Products requires Customer to adhere to applicable additional or revised terms and conditions of the License Agreement. 4.2 Product Life Cycle. During the Term of Agreement, some Products may be retired or may no longer be available to Deploy in the identified quantities. Maintenance will be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at http://support.esri.com/en/content /productlifecycles. Updates for Products in the mature and retired phases may not be available. Customer may continue to use Products already Deployed during the Term of Agreement, but Customer will not be able to Deploy retired Products. 5.0—MAINTENANCE The Fee includes standard maintenance benefits during the Term of Agreement as specified in the most current applicable Esri Maintenance and Support Program document (found at http://www.esri.com/legal). At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Products will receive Maintenance. Customer may acquire maintenance for other Software outside this Agreement. a. Tier 1 Support 1. Customer will provide Tier 1 Support through the Tier 1 Help Desk to all Customer's authorized users. 2. The Tier 1 Help Desk will be fully trained in the Products. 3. At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. 4. The Tier 1 Help Desk will be the initial points of contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a full description of each reported Case and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Case. The Tier 1 Help Desk may also use any other information and databases that may be developed to satisfactorily resolve the Case. 5. If the Tier 1 Help Desk cannot resolve the Case, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make solutions to problems available to Customer. 6. Tier 1 Help Desk individuals are the only individuals authorized to contact Tier 2 Support. Customer may change the Tier 1 Help Desk individuals by written notice to Esri. b. Tier 2 Support 1. Tier 2 Support will log the calls received from Tier 1 Help Desk. 2. Tier 2 Support will review all information collected by and received from the Tier 1 Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. 3. Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. 5. When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). Page 5 of 5 03/03/2017 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence of this Agreement. 7.0—ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration date of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee before the annual anniversary date for each additional year. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c. If requested, Esri will ship backup media to the ship- to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each additional year. a. All orders pertaining to this Agreement will be processed through Customer's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses (2) Order number (3) Applicable annual payment due 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Customer is a commercial entity, Customer will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Customer's organization, that portion of Customer's organization will transfer the Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. Master Agreement E204 Page 1 of 25 August 14, 2017 Agreement No. 325802 This Master Agreement ("Agreement") is between the entity shown below ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. The Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments and addendums. Additional or conflicting terms in any Ordering Documents exchanged during the ordering process, other than the terms of this Agreement, Product or Service descriptions, quantities, pricing, and delivery instructions are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. The parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties' original signatures is not delivered. This Agreement is executed and effective as of the last date signed below. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: CITY OF MILTON, GA ENVIRONMENTAL SYSTEMS RESEARCH (Customer) INSTITUTE, INC. (Esri) Legal Address: 380 New York Street, Redlands, CA 92373-8100 By: ExternalSignature1 By: InternalSignature1 Authorized Signature Authorized Signature Printed Name: ExternalName1 Printed Name: InternalName1 Title: ExternalTitle1 Title: InternalTitle1 Date: ExternalDate1 Date: InternalDate1 Customer Contact Information Contact: Telephone: Address: Fax: City, State, ZIP: Email: E204 Page 2 of 25 August 14, 2017 Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services and grants to Customer a personal, nonexclusive, nontransferable right to use the Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and b. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: "Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved." The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each consultant or contractor discontinues use of the Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. 1.4 Trial, Evaluation, and Beta Licenses. Products acquired under a trial or evaluation license or subscription or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Customer's own risk, and the Products do not qualify for Maintenance. If Customer does not convert to a purchased license or subscription prior to the expiration of the evaluation term, Customer may lose any Customer Content and customizations made during the evaluation term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the end of Customer's evaluation period. 1.5 Educational Programs. Customer agrees to use Esri Offerings provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. "Administrative Use" means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue-generating or for-profit purposes. 1.6 Grant Programs. Customer may use Esri Offerings provided under a grant program for noncommercial purposes only. Except for cost recovery of using and operating the Esri Offerings, Customer shall not use Esri Offerings for revenue-generating or for-profit purposes. 1.7 Other Esri Limited-Use Programs. If Customer acquires Esri Offerings under any limited-use program not listed above, Customer's use of the Esri Offerings may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri's website in addition to the nonconflicting terms of this Agreement. E204 Page 3 of 25 August 14, 2017 2.0 SOFTWARE 2.1 License Types. Esri licenses Software under the following license types; the Documentation and Ordering Documents identify which license type(s) applies to the ordered Software: a. Concurrent Use License: Customer may install and use the Software on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. b. Deployment License: Customer may incorporate ArcGIS Runtime components in Value-Added Applications and distribute the Value-Added Applications to Customer's end users. c. Deployment Server License: Customer may use the Software under a Server License for all uses permitted in the Agreement and as described in the Documentation. d. Development Server License: Customer may use the Software under a Server License only to build and test Value-Added Applications as described in the Documentation. e. Development Use: Customer may install and use the Software to build and test Value-Added Applications as described in the Documentation. f. Dual Use License: Customer may install the Software on a desktop computer and use it simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any time. g. Failover License: Customer may install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational. Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. h. Redistribution License: Customer may reproduce and distribute the Software provided that 1. Customer reproduces and distributes the Software in its entirety; 2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement; 3. Customer reproduces all copyright and trademark attributions and notices; and 4. Customer does not charge others a fee for the use of the Software. i. Server License: Customer may install and use the Software on a server computer. Server licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes failover use, each Server License includes a Failover License. j. Single Use License: Customer may permit a single authorized end user to install and use the Software on a single computer. Customer may permit the single authorized end user to install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. k. Staging Server License: Customer may use the Software under a Server License to build and test Value- Added Applications and map caches; conduct user acceptance, performance, and load testing of other third- party software; stage new commercial data updates; and conduct training activities as described in the Documentation. Customer may use Value-Added Applications and map caches with Development and Deployment Servers. 2.2 Permitted Uses a. Customer may 1. Install, access, or store Software and Data on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Customer's licensed quantity; thereafter, Customer will not use more Software in the E204 Page 4 of 25 August 14, 2017 aggregate than Customer's total licensed quantity. This concurrent use right does not apply to Software provided under a Development License. 4. Move the Software in the licensed configuration to a replacement computer; 5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment License; and 6. Use server Software for Commercial ASP Use if Customer has procured a Commercial ASP Use license or is a governmental or not-for-profit organization that operates a website or offers an Internet service on a cost-recovery basis and not for profit. b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in Documentation. c. Customer may use all fonts provided with the Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third-party fonts included with the Software are set forth in the font file itself. d. Addendum 1 provides Product-specific terms of use for individual Software. Esri may issue updates to Addendum 1 from time to time. 3.0 ONLINE SERVICES 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Anonymous Users" means all who have public access (i.e., without having to provide a Named User Credential) to any part of Customer Content or Value-Added Applications. Customer may enable Anonymous Users to access Customer Content or Value-Added Applications by publishing them through the use of the Sharing Tools, included with Customer's authorized use of the Online Services. b. "App Login Credential(s)" means a system-generated application login and associated password provided when registering a Value-Added Application with ArcGIS Online, which when embedded in a Value-Added Application allows the Value-Added Application to access and use of Online Services. c. "Service Credit(s)" means a unit of exchange that is allocated with an Online Services subscription in an amount specified in the Ordering Document. d. "Sharing Tools" means publishing capabilities included with Online Services and ArcGIS Website that allow Customer to make Customer Content and Value-Added Applications available to third parties or Anonymous Users. 3.2 Subscription to Online Services. Esri provides Online Services subscriptions under the following terms. Addendum 1 also provides Product-specific terms of use for individual Online Services. 3.3 Access to Value-Added Applications a. Named Users have unique, individual login credentials. Named Users have private access to features of Online Services that are not publicly accessible to Anonymous Users. b. Unless otherwise noted in Addendum 1, Customer may use its Online Services subscription to build a Value- Added Application(s) for internal use by Named Users. c. Customer may transfer Value-Added Applications to any third party for use in conjunction with the third party's own Online Services subscription. d. Customer may not add third parties as Named Users to Customer's Online Services subscription for the purpose of allowing third parties to access Customer's Value-Added Applications. This restriction does not apply to third parties included within the definition of Named Users. e. Customer may not provide a third party with access to ArcGIS Online services enabled through Customer's ArcGIS Online subscription other than through Customer's Value-Added Applications. This restriction does not apply to third parties included within the definition of Named Users. f. Customer may enable Anonymous Users to access Customer's Value-Added Applications running under Customer's own subscription, subject to the following terms: 1. Customer may charge for such access under subscription types that permit use for commercial retail business purposes. E204 Page 5 of 25 August 14, 2017 2. Customer may embed an App Login Credential into Value-Added Applications to enable public use by Anonymous Users but may not embed a Named User Credential. 3. Customer is responsible for all Service Credits consumed in Anonymous Users' use of Customer's Value- Added Applications. 4. Customer is solely responsible for providing technical support for Customer's Value-Added Application(s). 5. Customer may not enable Anonymous Users to access Value-Added Applications that are intended for Customer's internal use only; Value-Added Applications used internally require each user to use Named User login credentials. 3.4 Customer's Responsibilities a. Customer is solely responsible for the development and operation of Customer Content and Value-Added Applications and for its Named Users' compliance with this Agreement. Customer and its Named Users or Anonymous Users (if applicable) are the only persons authorized to access Online Services through Customer's subscription. Named Users' login credentials are for designated Named Users only and may not be shared with other individuals. Customer may assign former Named Users' login credentials to new Named Users if the former users no longer require access to Online Services. b. Customer must include attribution acknowledging that its application uses Esri Online Services, if attribution is not automatically displayed through the use of Online Services. Guidelines are provided in the Documentation. 3.5 Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and Esri will issue a prorated refund. 3.6 Subscription Fee Changes. Esri may change fees for subscriptions with a term greater than 1 month by notifying Customer at least 60 days prior to expiration of the then-current subscription term. Esri may change monthly subscription fees upon 30 days' notice. Outside the United States, the distributor may provide notice of rate changes. 3.7 Customer Content a. Ownership. Customer retains all right, title, and interest in Customer Content. Customer hereby grants Esri and Esri's vendors or licensors a nonexclusive, nontransferable, worldwide right to host, run, and reproduce Customer Content solely for the purpose of enabling Customer's use of Online Services. Without Customer's permission, Esri will not access, use, or disclose Customer Content except as reasonably necessary to support Customer's use of Online Services, respond to Customer's requests for customer support, or troubleshoot Customer's subscription or for any other purpose authorized by Customer in writing. If Customer accesses Online Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Online Services, and Customer Content. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. It is Customer's sole responsibility to ensure that Customer Content is suitable for use with Online Services and for maintaining regular offline backups using the Online Services export and download capabilities. b. Sharing Customer Content. If Customer elects to share Customer Content using Sharing Tools, then Customer acknowledges that Customer has enabled third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools or Online Services, Customer Content, ArcGIS Website, Documentation, or related materials. Customer's use of Sharing Tools is at Customer's sole risk. c. Retrieving Customer Content upon Termination. Upon termination of this Agreement or any trial, evaluation, or subscription, Esri will make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so. E204 Page 6 of 25 August 14, 2017 Thereafter, Customer's right to access or use Customer Content with Online Services will end, and Esri will have no further obligations to store or return Customer Content. 3.8 Limits on Use of Online Services, Service Credits. Each Online Services subscription includes Service Credits as described in the applicable Ordering Document. Each Service Credit entitles Customer to consume a set amount of Online Services, the amount varying depending on the Online Services that Customer is using. As Customer consumes Online Services, Service Credits are automatically debited from Customer's subscription, up to the maximum number of Service Credits available. Customer may purchase additional Service Credits as needed. Esri will notify Customer's subscription account administrator when Customer's Service Credit consumption reaches approximately 75% of the Service Credits allocated to Customer through Customer's subscription. Esri reserves the right to suspend Customer's access to Online Services that consume Service Credits when Customer has consumed all its Service Credits. Esri will promptly restore Customer's access to its Online Services once Customer has purchased additional Service Credits. 4.0 DATA 4.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Business Listing Data" means any dataset that includes a list of businesses and may include other associated business attributes. b. "Esri Content Package(s)" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles, images, vector data) extracted from the ArcGIS Online basemap services. c. "Street Data" means Data that includes or depicts information about roads, streets, and related features. 4.2 Permitted Uses a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data. b. Customer may include representations of the Data in hard-copy or static, electronic formats (e.g., PDF, GIF, JPEG) in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties subject to restrictions set forth in this Agreement, provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation. c. Customer may take ArcGIS Online basemaps offline through Esri Content Packages and subsequently deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop. Customer may not otherwise cache or download such Data. d. Esri does not acquire any rights in Customer data under this Agreement. 4.3 Use Restrictions a. Customer may not act directly or authorize its customers to cobrand Data, use the Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party. c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed; 2. Synchronized multivehicle routing; or 3. Synchronized route optimization. E204 Page 7 of 25 August 14, 2017 e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of Business Analyst Server. Customer may not otherwise cache or download such Data. f. Partial Dataset Licenses: If Customer orders a subset of a dataset (for example, a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset. g. Esri MapStudio Data. Customer may create, publicly display, and distribute maps in hard-copy and static electronic format for news-reporting purposes only. 4.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data. 5.0 MAINTENANCE US Customers: Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement if Customer is in the United States. Customers outside the United States: Customer may obtain maintenance services from their local Esri distributor under the distributor's own standard support policy. 6.0 PROFESSIONAL SERVICES 6.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Invention(s)" means patentable inventions, discoveries, innovations, and improvements, excluding Deliverables, relating to the subject matter of a Task Order. b. "Inventor(s)" means the parties' principals, employees, consultants, or independent contractors that solely or jointly develop Inventions during Esri's performance under a Task Order. c. "Professional Service Package(s)" means a predefined unit of Professional Services, including travel- related expenses, provided at a firm fixed price. 6.2 Permitted Uses. Customer may use, copy, and modify the Deliverables solely in conjunction with Customer's authorized use of Products. 6.3 Task Orders and Project Schedule a. Esri will provide Professional Services and Deliverables as specified in the Task Order. b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period of performance. c. Task Orders may have the format shown in Attachment C or any other agreed-upon format. d. Each party will identify, in writing, the project manager who is responsible for the Professional Services and Deliverables described in Task Orders. By written notice to the other party's technical administrator, either party may replace the project manager at any time with a similarly qualified person. 6.4 Ownership of Deliverables and Inventions a. Esri or its licensors own and retain ownership of the Deliverables. b. Each party will retain title to any Inventions made or conceived solely by its Inventors during the Term of this Agreement, including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement. The parties will jointly own any Inventions made or conceived jointly by Inventors from both parties. c. The parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent and scope of such protection and (ii) protecting and enforcing any patents issued on such Invention. E204 Page 8 of 25 August 14, 2017 6.5 Acceptance a. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials basis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will be deemed accepted and in compliance with the professional and technical standards of the software industry unless Customer notifies Esri within 10 days after performance. Deliverables produced under a time and materials Task Order will not be subject to acceptance testing. b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under Professional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after performance. Customer may purchase additional Professional Service Packages as needed to complete Customer's work requirements. c. For Firm Fixed Price Task Orders. Customer will complete its acceptance review within 10 working days of receiving each Deliverable and classify the Deliverables as follows: 1. "DELIVERABLE ACCEPTED" means a Deliverable conforming to the applicable Task Order with no more than minor nonconformities. 2. "DELIVERABLE ACCEPTED WITH REWORK" means a deliverable substantially conforming to the applicable Task Order but having a significant number of identified nonconformities and accepted subject to rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within 30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review within 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. 3. "DELIVERABLE REJECTED" means a Deliverable that fails to substantially conform to applicable Task Order(s). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which time Customer will have 10 working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. Customer may not use any Deliverable in its business operations before acceptance as described in c.1. or c.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified the Deliverable as ACCEPTED WITH REWORK or REJECTED in accordance with c.2. or c.3., or if Customer uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of these events to occur, to have been accepted. 6.6 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. To document any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes an equitable adjustment in the price, schedule, or both. 6.7 Customer Termination for Convenience. Customer may terminate any Task Order at any time on 30 days' written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement, including reasonable expenses incurred as a direct result of the termination and the pro rata contract price for the Task Orders affected. 6.8 Payment; Invoices a. For Time and Materials Task Orders 1. Esri will submit to Customer written monthly invoices to the Customer address provided in the Task Order. The invoices will include the payment due for work performed, including travel time, and any other direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable labor rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the government General Services Administration (GSA) website at http://gsa.gov/. Esri and Customer may include hourly labor rates in this Agreement; if the parties elect to do so, Attachment D will identify the hourly labor rates for each labor category. Esri may change hourly labor rates for Services; any increase E204 Page 9 of 25 August 14, 2017 in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, including travel-related expenses incurred, plus a 15 percent burden. 2. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitate the work effort, provided the overall price is not exceeded. If Esri reaches the funded not-to-exceed Task Order value and the activities are not completed, Customer may increase the order funding to allow additional work to be performed, or Esri may stop work without further obligation or liability. b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on receipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total labor hours or number of days allotted in the applicable Professional Service Package description set forth in the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esri invoice date. c. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding month. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Order value is due. 6.9 System and Data Access. Each Task Order will specify any requirement for Customer to give Esri personnel access to Customer's systems or data. 7.0 ESRI MANAGED CLOUD SERVICES 7.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "EMCS Environment" means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of EMCS. b. "Hosting" means the business of housing and making accessible Customer Content via the Internet. 7.2 Provision of EMCS a. Requirements Planning. It is Customer's responsibility to plan for and address with Esri changes to Customer's requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability. b. License to Customer Content. During the Term of the Task Order issued under this Agreement, Customer hereby grants to Esri and its subcontractors permission to use Customer Content to support the provision of EMCS. Such permission shall include, but not be limited to, the grant of rights and license to manipulate, publish, distribute, and implement Customer Content within the EMCS Environment in any reasonable manner needed to support the provision of EMCS. c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the EMCS to be provided the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the EMCS Environment. d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer's sole responsibility to maintain regular backups of Customer Content. Risk of loss for the EMCS Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users to use, any software, documentation, or other material that contains or is derived (in whole or in part) from any software, documentation, or other material distributed as free software, open-source software (e.g., Linux), or other similar licensing or distribution models including, but not limited to, software, documentation, or other material licensed or distributed under any of the following license or distribution models or license or distribution models similar to any of the following: (i) the GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License; (ii) the Artistic License (e.g., Perl); (iii) the Mozilla Public License (MPL); (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry E204 Page 10 of 25 August 14, 2017 Standards Source License (SISSL); (vii) the Berkeley Software Distribution (BSD) License; and (viii) the Apache License ("Public Software") in connection with the Customer Content in any manner that requires, pursuant to the license applicable to such Public Software, that any component of the EMCS be (1) disclosed or distributed in source code form, (2) made available free of charge to recipients, or (3) modifiable without restriction by recipients. g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri's or Customer's compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement. 7.3 Takedown or Termination of EMCS. In the event of takedown of Customer Content or upon any expiration or termination of an applicable Task Order while Esri is providing EMCS, Esri will download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer. Customer will be responsible for any unpaid fees due through the date of termination. 8.0 TRAINING 8.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Customer-Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training. b. "Esri Mobile Lab" means Esri equipment consisting of laptops preconfigured with Esri Software, Training Materials, hard drives, power cords, and network switches provided to Customer for use in conjunction with Training. c. "Esri Training Event Assistant" means Customer's primary Esri liaison in organizing private Training events. d. "Student" means a Customer employee or agent who is a registered participant in a specific Training course, Customer coaching services, or training-related services. If Customer is an individual, then Student means Customer. 8.2 Permitted and Prohibited Uses a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the training course for which the Training Materials are provided. b. Each Student may run and install 1 copy of Training Materials and reproduce 1 copy of Training Materials. The Student may make 1 additional copy of the original Training Materials for archive purposes only, unless Esri grants in writing the right to make additional copies. c. Customer may not and may not permit any Student to (i) separate the component parts of the Training Materials for use on multiple systems or in the cloud, (ii) use the Training Materials in conjunction with any other software package, (iii) merge and compile the Training Materials into a separate database(s) or documents for other analytical uses, or (iv) use audio or video recording equipment during a Training course. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products for Training purposes only and under the terms of this Agreement. Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Training event. e. Customer will retain ownership of any Customer-Supplied Training Data. 8.3 Esri's Responsibilities Esri will a. Provide an instructor qualified to conduct the Training; b. Provide all necessary Training Materials for Student; and c. Confirm class approximately 10 business days prior to the scheduled start date. Customer site and private classes confirmation is dependent on receipt of the completed Customer site training request form and intended method of payment. E204 Page 11 of 25 August 14, 2017 8.4 Customer's Responsibilities Customer will a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training event. Unregistered students may not view or participate in an online classroom Training event. Esri reserves the right to disconnect any Student who permits access to an unregistered student; b. Confirm that all Students meet the minimum prerequisites for the applicable Training event as listed on Esri's Training website; c. Submit registrations with a confirmed payment commitment at least 15 business days before the scheduled start date. Esri will not confirm reservations for registrations submitted without payment commitment but will instead add the registration to a waiting list pending payment confirmation. All waiting list reservations are subject to availability; d. Provide the Esri Training Event Assistant with a list of the names and email addresses of any Students who are to attend an event at least 3 business days before the scheduled start date. e. Be responsible for all Student travel arrangements and hold Esri harmless for losses from any nonrefundable travel arrangements due to the denial of Student's participation based on US government export regulation requirements, course scheduling changes, or cancellations; f. For classes held at the Customer-designated facility, complete a client site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access; g. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and h. Assume full responsibility for Student attending Training course(s) under this Agreement. Customer agrees to indemnify Esri, its officers, directors, and employees for any and all claims, liabilities, and expenses (including reasonable legal fees) arising out of or based on any uncured material breach by Student of the terms and conditions of this Agreement. i. If the Esri Mobile Lab is used, Customer will 1. Immediately report any previously damaged Esri Mobile Lab equipment to the Esri Training Event Assistant upon receipt of the equipment. 2. Keep Esri Mobile Lab equipment in a secure, locked area between Training event sessions. 3. Ensure that only Students use Esri Mobile Lab equipment. 4. Be responsible for loss of, damage to, or theft of Esri Mobile Lab equipment while in Customer's possession. 5. Maintain sufficient insurance coverage to meet obligations created by this Agreement and by law or regulation. 6. Allow the Esri instructor to check all Esri Mobile Lab equipment following the completion of Training. Esri will notify Customer in writing of any damage to Esri Mobile Lab equipment due to Student use, excluding normal wear and tear. Customer will be financially responsible for any repair or replacement of equipment resulting from such damage. 7. Make Esri Mobile Lab equipment available for freight pickup upon the conclusion of the Training event. 8.5 Student Registration and Training Event Change Policy a. Individual Student Seats. Customer will provide written notice to the Esri Customer Service department at service@esri.com of any Student transfer, cancellation, or substitution requests at least 3 business days before the scheduled start date. 1. Multiple requests and any requests that occur without the 3 business days' advance notice are subject to a fee, as determined by Esri. 2. Cancellation of Student registrations that occurs without the 3 business days' advance notice is subject to the full Training event fee. 3. Any substitute Student must be from the same organization as the Student being replaced. E204 Page 12 of 25 August 14, 2017 b. Customer Site/Private Class/Coaching Services (Training Event). Customer will provide written notice to Esri Customer Service at service@esri.com of any Training event rescheduling, cancellation, or Student substitution requirements at least 3 business days before the scheduled start date. 1. Training event rescheduling and cancellations that occur without the 3 business days' advance notice are subject to the full Training event fee. Customer will be responsible for all of Esri's reasonable travel expenses and shipping costs (including Esri Mobile Lab) for all rescheduled or canceled Training events. 2. Student substitutions that occur without the 3 business days' advance notice are subject to a fee, as determined by Esri. Any substitute Student must be from the same organization as the Student being replaced. c. If cancellation of a Training event is necessary due to causes beyond the party's reasonable control, the affected party is released in full from the 3-business-day notification requirement. The affected party will either reschedule or cancel the Training without incurring any liability. d. If Esri is unable to conduct the Training on the scheduled date, Esri will notify Customer at least 3 business days before the scheduled start date. e. Esri will not permit any Student who is a resident of a US embargoed country or is listed on any of the various US Government Lists of Parties of Concern or Specially Designated Nationals lists to attend the Training event. f. Termination of Agreement. Students who are currently registered for a Training course as of the date of termination of this Agreement may attend the scheduled Training, subject to the terms and conditions of this Agreement. 8.6 Invoicing; Prepaid Fees a. Esri will invoice Customer upon completion of each Training course or immediately upon receipt of a purchase order if mutually agreed to by the parties. b. If Customer is invoiced and pays that invoice prior to the scheduled Training event, then Customer has 1 calendar year from the date of the invoice to consume the Training days. For a multiyear order, the Training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. 9.0 ESRI ENTERPRISE ADVANTAGE PROGRAM 9.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Activity Description" means a confirmation email or document received from Customer that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. b. "Authorized EEAP Contact" means the Customer point of contact for EEAP identified below. c. "EEAP" means the Esri Enterprise Advantage Program as described in this section. d. "Learning and Services Credits" means credits that Customer may use in exchange for Professional Services, Training, PSS, EMCS, or related travel expenses as described below. e. "Premium Support Services" or "PSS" means a prioritized incident management and technical support program further described at http://support.esri.com/en/support/premium. f. "Technical Advisor" means an Esri advisor assigned to work with Customer to provide Professional Services comprising advising on GIS strategies, facilitating annual account planning, and developing and coordinating a collaborative technical work plan under EEAP. 9.2 EEAP Description. EEAP is provided on an order-by-order, annual subscription basis. EEAP is a menu of Professional Services, Training, PSS, and EMCS that provides Customer with the flexibility to select the components that best meet its needs. The current EEAP is further described at www.esri.com/services/eeap/components, which may be changed from time to time. EEAP includes a. Technical Advisor. Customer will receive up to the number of Technical Advisor hours ordered. Customer may elect to retain additional Technical Advisor hours for a supplemental price. E204 Page 13 of 25 August 14, 2017 b. Annual Account Planning Session. A 1-day annual account planning and review meeting is included. c. Technical Work Plan. A collaboratively developed document designed to drive the program's implementation through definition of Customer's GIS vision, goals, and objectives. d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered. Customer may use the credits toward any combination of Professional Services, Training, PSS, EMCS or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the following website: www.esri.com/services/eeap/components#learning. Esri will provide the Authorized EEAP Contact with a monthly report outlining usage of EEAP Learning and Services Credits to date. e. Quarterly Technology Webcast. Esri will provide an email invitation to the Authorized EEAP Contact for a quarterly webcast presenting business and technical information related to enterprise GIS. f. No Development Services. EEAP is not designed for Esri to provide project-specific professional services such as custom application or database development for solutions or applications. If these types of professional services are required, Customer will need to enter into a separate Task Order for Professional Services. 9.3 Authorized EEAP Contact Information. Customer identifies the following person as its initial Authorized EEAP Contact. (to be completed by Customer): Contact Name: Telephone: Address: Fax: City, State, ZIP: Email: 9.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the EEAP Term. 9.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Technical Advisor to consume Learning and Services Credits for a particular request. Esri will submit to Customer a Learning and Services Credit estimate by email for confirmation and authorization to use the Learning and Services Credits. Customer may authorize the consumption of Learning and Services Credits by submitting an Activity Description. Esri will begin performance and deduct the amount quoted from the unused Learning and Services Credits available. 9.6 Activity Descriptions for EMCS. The Activity Description for EMCS orders must include the following: a. The EMCS term—The time period in which Esri provides the EMCS to Customer. The EMCS term does not begin until setup and deployment of the data and application are complete. b. Targeted system availability—The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all EMCS offerings include a targeted system availability. c. Number of anticipated requests—A request is made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the EMCS Environment by Esri and performs computational tasks on behalf of the end user. An example of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service. d. Amount of data storage—The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. Learning and Services Credits Consumption—The price for the EMCS in Learning and Services Credits. The Data storage location may be defined in the Activity Description. E204 Page 14 of 25 August 14, 2017 9.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Customer may direct Esri to use Learning and Services Credits for travel and per diem expenses, or Customer will issue a purchase order and Esri will invoice Customer for the travel and per diem expenses as set forth in the "Professional Services" section of this Agreement. 9.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all of its Learning and Services Credits. 9.9 Review of Proposed Activities. Any activities proposed to be completed under the EEAP will be subject to review and approval by Esri to ensure alignment with the intent of the program. 9.10 Invoicing a. Esri shall invoice Customer as quoted for the EEAP subscription, additional Learning and Services Credits, or Technical Advisor services upon receipt of Customer's order. Subsequently, Esri will invoice annually at least 30 days in advance of the EEAP subscription expiration date. Esri will extend the EEAP subscription for a subsequent annual term upon receipt of Customer's payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Technical Advisor services upon receipt of Customer's order. b. Pricing for annual program renewals and new or additional Services will be in accordance with Esri's standard pricing at the time of purchase or renewal. 9.11 Termination and Expiration. Upon termination or expiration of an EEAP subscription a. Technical Advisor, annual account planning session, and Activity Description services will end as of the expiration or termination date unless Customer renews its subscription; b. Unless either party terminates the EEAP subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Customer renews the EEAP subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from their purchase date or termination of the EEAP agreement, whichever comes first. E204 Page 15 of 25 August 14, 2017 ATTACHMENT A GLOSSARY OF TERMS The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. "Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party; where "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. Esri's distributors are not Affiliates. "API" means application programming interface. "ArcGIS Website" means www.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease Product. "Cloud Services" means Online Services and EMCS. "Commercial ASP Use" means use as a commercial application service provider, that is, to generate revenue by providing access to Software or Online Services through a Value-Added Application, for example, by charging a subscription fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources. "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Customer Content" means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. "Data" means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, that Esri bundles with other Esri Offerings or delivers independently. "Deliverables" means anything that Esri delivers to a Customer as a result of performance of Professional Services other than Products, Training, or Services performed under EEAP. "Documentation" means all user reference documentation that Esri provides with an Esri Offering. "Esri Managed Cloud Services" or "EMCS" means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer's end users via the Internet. "Esri Offering(s)" means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables provided on a firm-fixed price basis and Training Materials. Esri Offerings exclude Services and Third-Party Content. "GIS" means geographic information system. "Maintenance" means a subscription program that Esri provides and that entitles the Customer to Product updates and other benefits such as access to technical support and to self-paced, web-based learning resources. E204 Page 16 of 25 August 14, 2017 "Malicious Code" means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial-of-service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. "Named User(s)" is Customer's employee, agent, consultant, or contractor to whom Customer has assigned a unique secure named user login credential (identity) enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product for Customer's exclusive benefit. For educational use, Named Users may include registered students. "Named User Credential(s)" means an individual person's login and associated password enabling that person to access and use Products. "Named User License or Subscription" means a license or subscription for use by a single Named User. "Online Services" means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying the Esri Offerings, updates, or Services that Customer orders. "Perpetual License" means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. "Personal Use" means personal, noncommercial use by an individual Customer. Personal Use excludes use for the benefit of any third party, including commercial, educational, governmental, or nonprofit entities. "Product(s)" means Software, Data, and Online Services. "Professional Services" means any development or consulting services that Esri provides to Customer. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. "Service(s)" means Maintenance. If Esri provides EMCS, Training, or Professional Services directly to Customer, then Services also include EMCS, Training, and Professional Services. "Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. "Specification(s)" means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means standard Product training that Esri provides under this Agreement. "Training Materials" means digital or printed content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, and exams. "Value-Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204 Page 17 of 25 August 14, 2017 ATTACHMENT B GENERAL TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. ARTICLE 1—GENERAL USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Esri Offerings; b. Use Software for Commercial ASP Use or service bureau purposes; c. Distribute or provide direct access to Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; d. Distribute Authorization Codes to third parties; e. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; f. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; g. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or regulation; h. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation; i. Unbundle or independently use individual or component parts of Esri Offerings; j. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings; k. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or l. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any part of the Esri Offerings to open-source or open-database license terms that require any part of the Esri Offerings to be 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTICLE 2—TERM AND TERMINATION This Agreement is effective upon acceptance. Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement. If Esri terminates this Agreement following Customer's breach, then Esri may also, at its election, terminate Customer's licenses or subscriptions in Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer's licenses or subscriptions to Esri Offerings. E204 Page 18 of 25 August 14, 2017 Upon any termination of a license or subscription, Customer will a. Stop accessing and using the terminated Esri Offerings; b. Clear any client-side data cache derived from the terminated Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of affected Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE 3—LIMITED WARRANTIES AND DISCLAIMERS 3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Esri Offerings will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings and Services offered under a Perpetual License runs for 90 days from the date of delivery, or the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings and Services offered under a subscription or term license basis runs for the duration of the subscription or term. 3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation and Beta Products are delivered "as is" and without warranty of any kind. 3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities caused by Customer's modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer's operation of the same, will be uninterrupted, error free, fault tolerant, or fail-safe or that all nonconformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer's own risk and cost. 3.4 Disclaimers a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. 3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire liability for breach of the limited warranties in this section will be to replace any defective media and to either (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) return the fees paid by Customer for Esri Offerings or Services that do not meet Esri's limited warranties, provided that Customer uninstalls, removes, and destroys all copies of the applicable Esri Offerings; ceases accessing and using the applicable Cloud Services; and executes and delivers evidence of such actions to Esri or its authorized distributor. E204 Page 19 of 25 August 14, 2017 ARTICLE 4—LIMITATION OF LIABILITY 4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri distributor or licensor will be liable for any indirect, special, incidental, or consequential damages, lost profits, lost sales, or loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license or subscription fees paid or owed to Esri for the Esri Offerings giving rise to the cause of action. 4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. 4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. 4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law. ARTICLE 5—INDEMNIFICATIONS 5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Claim" means any claim, action, or demand by a third party. b. "Indemnitees" means Customer and its directors, officers, and employees. c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to Esri Offerings or Services infringe a patent, copyright, trademark, or trade secret. d. "Loss(es)" means out-of-pocket loss, damage award, settlement amount, cost, or expense, including awarded attorneys' fees. 5.2 Infringement Indemnity a. Esri will defend and hold all Indemnitees harmless from any Infringement Claim and indemnify any Loss arising out of an Infringement Claim as set forth in the following paragraphs. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer's right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer's specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services. 5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or property damage (excluding databases not covered under a reasonable backup program) brought against any of the indemnified parties to the extent arising from any E204 Page 20 of 25 August 14, 2017 negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site. 5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. 5.5 This Section sets forth the entire obligation of Esri, its authorized distributor, and its licensors regarding any Claim for which Esri must indemnify Customer. ARTICLE 6—INSURANCE If Esri is providing Services, Esri will carry, at a minimum, the following coverage: a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following: 1. Premises and operations; 2. Blanket contractual liability; 3. Broad form property damage; 4. Independent contractors; 5. Personal injury, with employee exclusion deleted; and 6. Completed operations. b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits. ARTICLE 7—SECURITY AND COMPLIANCE 7.1 Security. Esri publishes its security capabilities at http://doc.arcgis.com/en/trust/security/security- overview.htm. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesupport@esri.com for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities. 7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through third-party Content. 7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification E204 Page 21 of 25 August 14, 2017 Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Customer will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. ARTICLE 8—CLOUD SERVICES 8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Spams, spoofs, or phishes email; transmits junk email or offensive or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services; or f. Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. 8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Customer's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. 8.3 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri's copyright policy, available at www.esri.com/legal/dmca_policy. 8.4 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer's content as described above. 8.5 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. ARTICLE 9—GENERAL PROVISIONS 9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the distributor's invoices in accordance with the distributor's payment terms. 9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. 9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. E204 Page 22 of 25 August 14, 2017 9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings. 9.5 Taxes and Fees; Shipping Charges. Fees that Esri quotes to Customer are exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; and shipping and handling charges. For Customers outside the United States, the distributor may quote taxes or fees in accordance with its own policies. 9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days' written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance. 9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect. 9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer's rights or delegate Customer's obligations under this Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement. Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. 9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: "Limited Warranties and Disclaimers," "Limitation of Liability," "Indemnifications," and "General Provisions." 9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of the Products under applicable public procurement law, such rights will extend only to the portions affected. Online Services are FISMA-Low authorized but do not meet higher security requirements including those found in DFARS 252.239-7010. 9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a. Government Entities. If Customer is a government entity, the applicable laws of Customer's jurisdiction govern this Agreement. E204 Page 23 of 25 August 14, 2017 b. Non-government Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. 9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601–613). c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. 9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. 9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc. Attn: Contracts & Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email: LegalNotices@esri.com E204 Page 24 of 25 August 14, 2017 ATTACHMENT C SAMPLE TASK ORDER Esri Agreement No. ________ Task Order No. __________ In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. ("Esri"), and ______________________ ("Customer"), ___________________ ("Customer Address"), this Task Order authorizes preparation and provision of the Deliverables described and in accordance with the terms, schedule, and start/end date(s) specified below. 1. Scope of Work: [As applicable, specifically identify and describe Deliverables including custom code, map data, and technical data (including technical assistance) and the resources to be provided by Customer (including Customer-supplied personnel, software, hardware, and digital or hard-copy data), and place of delivery and location where technical assistance will be provided.] In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Customer shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task Order, including, but not limited to, (1) copies of previously prepared reports, maps, plans, surveys, records, and other documents in the control or possession of Customer and (2) copies of ordinances, codes, regulations, or other governmental documents. 2. Contract Type: [Firm Fixed Price (FFP) or Time and Materials (T&M)]: 3. Total Task Order Value (if FFP) or Not-to-Exceed Value (if T&M): 4. Customer Address for the Receipt of Esri Invoices: 5. Delivery Schedule or Start/End Date(s) for Each Deliverable: 6. Special Considerations: 7. Esri Project Manager: [insert name, telephone, fax, and email address] Esri Senior Contract Administrator: [insert name, telephone, fax, and email address] Customer Project Manager: [insert name, telephone, fax, and email address] Customer Senior Contract Administrator: [insert name, telephone, fax, and email address] Customer Accounts Payable Contact: [insert name, telephone, fax, and email address] ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS [sample only—do not sign] RESEARCH INSTITUTE, INC. (Customer) (Esri) Signature: [sample only—do not sign] Signature: [sample only—do not sign] Printed Name: Printed Name: Title: Title: Date: Date: E204 Page 25 of 25 August 14, 2017 ATTACHMENT D TIME AND MATERIALS RATE SCHEDULE See Quotation for Pricing. Addendum 1 Product-Specific Terms of Use E300 Page 1 of 4 August 14, 2017 SOFTWARE The following list identifies additional terms of use that apply to specific Software. Each Product listing identifies one or more footnotes that apply to that Product. These footnotes supplement the terms of this Agreement. The definitions for each footnote follow the list. Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as that granted for the corresponding Software. Desktop Products ▪ ArcGIS Desktop (Advanced, Standard, or Basic) (26) ▪ ArcGIS Earth (65) ▪ ArcGIS Explorer Desktop (20) ▪ ArcGIS for AutoCAD (20) ▪ ArcPad (13) ▪ ArcReader (20) ▪ ArcGIS for Windows Mobile (15; 54) ▪ ArcGIS for Personal Use (3, 26) Server Products ▪ ArcGIS Enterprise – Basic (17) – Standard or Advanced (17; 21; 31) – Workgroup Standard or Advanced (21; 28; 29; 30) – ArcGIS GIS Server (Standard or Advanced) (31) – ArcGIS GIS Server Basic (39) – ArcGIS GIS Server Workgroup (Standard or Advanced) (28; 29; 30) – ArcGIS GIS Server Workgroup Basic (39) – ArcGIS GIS Server Extension – ArcGIS for Maritime: Server (2) – ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server (4) ▪ Esri Business Analyst for Server – Workgroup (28; 29; 30; 31; 39) – Enterprise (31; 39) ▪ World Geocoder for ArcGIS (67) Developer Tools ▪ AppStudio for ArcGIS Standard (11, 16, 19) ▪ ArcGIS Runtime SDK for Android, iOS, Java, macOS, .NET, Windows Phone), Qt, or WPF (16; 19) ▪ ArcGIS Runtime Basic Level for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (1) ▪ ArcGIS Runtime Basic, Standard, Advanced Levels and the Analysis Extension for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (15; 18) ▪ ArcGIS Engine Developer Kit and Extensions (16, 19; 22, 26) ▪ ArcGIS Engine for Windows/Linux and Extensions (15; 22; 26) ▪ ArcGIS Web Mapping (including ArcGIS API for JavaScript/HTML5, ArcGIS API for Flex, ArcGIS API for Microsoft Silverlight) (15; 16; 64; 66) ▪ ArcGIS Developer Subscription (24; 26) ▪ Esri File Geodatabase API (47) Mobile ▪ Navigator for ArcGIS (14) Footnotes: 1. May not be used to edit an enterprise geodatabase via Direct Connect. 2. Not for use in navigation. E300 Page 2 of 4 August 14, 2017 3. Licensed for personal use only. 4. When used with ArcGIS Enterprise Workgroup – Limited to 1 four-core server. – Can be installed on a separate machine. 5–10. Reserved. 11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime Standard Level. 12. Reserved. 13. Licensed as a Dual Use License. 14. May be used for navigational purposes. 15. Licensed as a Deployment License. 16. Customer may use the SDKs or APIs to create Value-Added Applications and distribute and license those Value-Added Applications to its end users to use anywhere not prohibited under export regulation. 17. Customer shall not redistribute Oracle JDBC Driver or its documentation that is included with this Product. Oracle is a third-party beneficiary of this Agreement. 18. The Deployment License is per Value-Added Application per computer for stand-alone applications. 19. License may not be used to develop Internet or server-based Value-Added Applications. 20. Licensed as a Redistribution License. 21. Customer may build Value-Added Applications for use by Customer's Named Users. Customer may not (i) embed Named User Credentials in Value-Added Applications or (ii) embed or use App Login Credentials in Value-Added Applications. Customer may permit (a) public access to Value-Added Applications without credentials or (b) access using unique, individual Named User login credentials. 22. a. An end user must acquire a license in either ArcGIS Engine for Windows/Linux Software or other ArcGIS Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine application on 1 computer; and b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine Value-Added Applications. A single user can have multiple ArcGIS Engine Value-Added Applications installed on 1 computer for use only by that end user. 23. Reserved. 24. Software may be used only for the purposes of development, testing, and demonstration of a prototype Value-Added Application and creating map caches. Customer may use Value-Added Applications and map caches with ArcGIS Enterprise Staging Server Licenses and Deployment Server Licenses. Software and Data may be installed on multiple computers for use by any ArcGIS Developer Subscribers with Builder or higher plan subscriptions; all other Software is licensed as a Single Use License. 25. Reserved. 26. The geodatabase is restricted to 10 gigabytes of Customer's data. 27. Reserved. 28. Use is limited to 10 concurrent end users of applications other than ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup applications. This restriction includes use of ArcGIS Desktop Software, ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup geodatabase. There are no limitations on the number of connections from web applications. 29. Software requires a supported version of SQL Server Express. Supported versions are listed with the system requirements for the product on the Esri website. 30. Use is restricted to a maximum of 10 gigabytes of Customer's data. 31. Includes a Failover License. 32. Reserved. 33–38. Reserved. 39. Any editing functionality included with ArcGIS GIS Server is not permitted for use with ArcGIS GIS Server Basic and ArcGIS GIS Server Workgroup Basic. 40–46. Reserved. 47. Customer may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Customer's end users. 48–53. Reserved. E300 Page 3 of 4 August 14, 2017 54. ArcGIS for Windows Mobile deployments are licensed for use with ArcGIS Enterprise (Advanced or Standard), ArcGIS Enterprise Workgroup (Advanced), ArcGIS Desktop (Advanced, Standard, Basic), and ArcGIS Engine Value-Added Applications. 55–63. Reserved. 64. Value-Added Applications for web deployment must be used in conjunction with other Esri Products. Third-party technologies may also be used in conjunction with Value-Added Applications as long as the Value-Added Applications are always used in conjunction with other Esri Product(s). 65. May only be used in conjunction with other Esri Product(s). Third-party technologies may also be used in conjunction with ArcGIS Earth as long as ArcGIS Earth is always used in conjunction with other Esri Products. 66. For desktop applications, each license is per organization. For the purposes of this license, organization is equivalent to a principal registered unique domain identifier. Domain is the Internet domain name registered with a domain name registrar. For instance, in example.com, example.com is the registered unique domain identifier. Similarly, in example.com.xx, where xx is a registered country code, example.com.xx is the registered unique domain identifier. Desktop applications can be used by any employee of the organization with the principal registered unique domain identifier. There is no limit to the number of applications that can be built and deployed within an organization. 67. Limited to 250,000,000 geocodes per annual subscription. E300 Page 4 of 4 August 14, 2017 ONLINE SERVICES The following list identifies additional terms of use that apply to specific Online Services. Each Product listing identifies one or more footnotes that apply to that Product. The definitions for each footnote follow the list. Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as that granted for the corresponding Software. ▪ ArcGIS Online developer deployment subscriptions are available through multiple selling programs: – Commercial Retail, enterprise agreements, and Government Programs + Free Subscription (1; 9; 10; 13; 16) + Paid Subscription (1; 9; 10; 11; 13) – Education Programs (Free or Paid Subscriptions) (1; 3; 4; 5; 6; 9; 10; 13; 16) – NGO/NPO, Press/Media Programs (Free or Paid Subscription) (1; 3; 4; 5; 6; 9; 10; 13; 16) ▪ ArcGIS Online subscriptions are available through multiple Selling Programs: – Commercial Retail, EAs; and Government Programs (1; 2; 3; 11; 12; 14; 17) – Education Programs (1; 2; 14; 16; 17) – Non-profit Programs (1; 2; 14; 16; 17) ▪ Public Plan – Commercial Retail; enterprise agreements; Government; NGO/NPO; Press/Media Programs (1; 4; 5; 6; 7; 9; 10; 15; 16) – Education Programs (1; 4; 5; 6; 7; 9; 10; 15; 16) Footnotes: 1. Customer may not store the geocoded results generated by World Geocoding Service without an ArcGIS Online subscription. Customer may use the data accessible through Infographics Service for display purposes only and may not save any data accessible through this service. 2. May be used for any business purpose of Customer's organization. 3. May be used for development and test purposes for Customer's organization. 4. May be used for teaching purposes in educational organizations. 5. May be used for the benefit of Customer's qualified NGO/NPO organization. 6. May be used for the benefit of press or media organizations. 7. May be used for personal use. 8. Reserved 9. Customer may enable third-party use of Value-Added Applications only by publicly sharing using Sharing Tools. Customer may not use this subscription to power a Value-Added Application for its own business use unless Customer is an educational institution using the Value-Added Application for teaching purposes only, a qualified NGO/NPO organization, or a media or press organization. 10. Customer is not permitted to create private groups or participate in any private groups. 11. Customer may make Value-Added Applications available to third parties for a fee. 12. Customer may use this subscription to create or participate in private groups. 13. Each subscription is limited to 1,000,000 geosearch transactions per month in conjunction with Customer's subscription. Transactions include both basemap data and geocode search transactions. One geocode search transaction is equivalent to one address or place. If the results are stored in any manner such as after batch geocoding, the stored results are not counted toward the transaction limit. However, storage does consume Service Credits. 14. Each subscription is limited to 50,000,000 geosearch transactions in any 12-month period. One geocode search transaction is equivalent to one address or place. If the results are stored in any manner such as after batch geocoding, the stored results are not counted toward the transaction limit. However, storage does consume Service Credits. 15. May permit registered students of an education institution to directly access the Online Services and share a single subscription between more than 1 registered student for teaching purposes only. 16. Customer may not make Value-Added Applications available to third parties for a fee. 17. A Named User may embed its Named User Credential in an ArcGIS API for Python script solely for the purpose of automating a workflow to be used exclusively by the Named User whose Named User Credential is embedded in the script. NMILTO ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 28, 2017 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of a Resolution to Provide Cancer and Long- term Disability Coverage to Certified Firefighting Personnel through the Georgia Interlocal Risk Management Agency (GIRMA) in Compliance with HB 146. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (,APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (4A(ES () NO CITY ATTORNEY REVIEW REQUIRED: (,VYES () NO APPROVAL BY CITY ATTORNEY: (J APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 1 k-Lh`'n 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltongo.us 0000 To: Honorable Mayor and City Council Members From: Sam Trager, Director of Human Resources Date: Submitted on November 28, 2017 for the December 4, 2017 Regular Council Meeting Agenda Item: Consideration of a Resolution to provide Cancer and Long-term Disability Coverage to Certified Firefighting Personnel through the Georgia Interlocal Risk Management Agency (GIRMA)in Compliance with HB 146 _____________________________________________________________________________________ Project Description: HB 146 requires that all cities and counties provide insurance coverage for cancer and long-term disability to certified firefighters. GIRMA, who currently provides the City with coverage for property damage, motor vehicle liability and general liability coverage will provide additional coverage for the City to be in compliance with the requirements of HB 146. Procurement Summary: Purchasing method used: Contract Addendum Account Number: 100-3510-512100001 Requisition Total: $ 10,130 Vendor DBA: GIRMA Financial Review: Bernadette Harvill, November 28, 2017 Legal Review: Kayla Van Oosterwyk, Jarrard and Davis. November 27, 2017 Attachment(s): This proposal is valid for 30 days after proposal is issued or until the effective date,whichever is later. This overview is not a part of the policy(ies)and does not provide or explain all provisions of the policy(ies). 10/19/2017 GMA -GIRMA Firefighters’Cancer Benefit Program Proposal for Coverage Effective Date:January 1,2018 Anniversary Date:January 1 City Name:City of Milton City FCC ID Number:0079516 Insurer:Hartford Life and Accident Insurance Company There are two coverage components required by House Bill 146 (2017)effective January 1,2018: 1)Lump Sum Cancer Benefit 2)Long-Term Disability (Income Replacement) The GMA-GIRMA Lump Sum Cancer Benefit and Long-Term Disability (Income Replacement)coverage components are designed to comply with House Bill 146 when purchased together.However,a city is permitted to purchase only one component if desired. Estimated annual premiums are based on the Eligible Firefighter census data provided by the city. Premiums for Long-Term Disability (Income Replacement)differ based on whether a firefighter is employed or is a volunteer.While the premiums below are estimated annual amounts,the city will be billed on a quarterly basis in an amount that reflects the city’s updates to the census. Component 1:Lump Sum Cancer Benefit –All Firefighters Maximum Benefit each diagnosis:$6,250 (less severe forms of cancer) $25,000 (severe forms of cancer) Lifetime Benefit per firefighter:$50,000 Lump Sum Cancer Benefit Only -Estimated Annual Premium for All Firefighters:$6,370 Component 2:Long-Term Disability (Income Replacement) Employed Firefighters Monthly benefit:60%of pre-disability firefighter earnings Maximum monthly benefit per firefighter:$5,000 Estimated Annual Premium for Employed Firefighters:$3,760 Volunteer Firefighters Monthly Benefit per firefighter:$1,500 Estimated Annual Premium for Volunteer Firefighters:$0 Long-Term Disability Only (Income Replacement)– Estimated Annual Premium for All Firefighters: $3,760 Estimated Annual Premium for Components 1 &2:Lump Sum Cancer Benefit + Long Term Disability (Income Replacement): $10,130 10/19/2017 DESCRIPTION OF COVERAGE PROVIDED THROUGH GMA All legally organized fire departments in Georgia are required by House Bill 146 (2016-2017) to provide certain cancer benefits to their firefighters effective January 1, 2018. GMA has developed a solution for Georgia cities that need this coverage, providing financial protection to firefighters and their families in the event they contract cancer. INSURER: The Hartford Life and Accident Insurance Company COVERAGES PROVIDED: Lump Sum Cancer & Long Term Disability (Income Replacement) MASTER POLICYHOLDER: GMA – Georgia Interlocal Risk Management Agency ADMINISTRATOR: Georgia Municipal Association Who is eligible? An “Eligible Firefighter” is a recruit or a trained individual who is a full-time employee, part-time employee, or volunteer for a legally organized fire department as defined by O.C.G.A. § 25-4-2 after having served 12 consecutive months for such fire department. CLASS DESCRIPTIONS: Class 1 - Volunteer Firefighters; Class 2 – Employee Firefighters Lump Sum Cancer Benefit: Full-time/Part-time Employees and Volunteers Maximum Limit each diagnosis: $6,250 (less severe forms of cancer as noted in HB 146); $25,000 (severe forms of cancer as noted in HB 146) Lifetime Benefit per Firefighter: $50,000 Continuation Rights: Yes (Enroll within 31 days of termination of eligibility) Long-Term Disability (Income Replacement) Elimination Period: 180 Days Benefit Duration: 3 Years or until released to work as firefighter Return to Work Incentive: Included Integration Method: Direct with Family Social Security Offset Pre-Existing Condition Limit: 3 months lookback Survivor Income Benefit: 3 times last monthly Benefit Continuation Rights: Yes (Enroll within 31 days of termination of eligibility) Benefits: Volunteer: $1,500 Monthly Benefit Full-time/Part-time Employee: 60% of pre-disability earnings as firefighter for Participating Employer Minimum Monthly Benefit: $100 Maximum Monthly Benefit: $5,000 The disability benefits will be reduced by any other income benefits other than those purchased solely by the firefighter as noted by House Bill 146 (2016-2017). This overview is not a part of the policy(ies) and does not provide or explain all provisions of the policy(ies). Questions about this program? Call Willis Towers Watson representatives Lindsey Albright (404.224.5044) or Meghan Murray (404.302.3898) or Stan Deese at GMA (678.686.6221). STATE OF GEORGIA RESOLUTION NO. COUNTY OF FULTON A RESOLUTION TO ADD MEMBERSHIP TO A FUND OF THE GEORGIA INTERLOCAL RISK MANAGEMENT AGENCY (GIRMA) THE COUNCIL OF THE CITY OF MILTON HEREBY RESOLVES while in regular session at 6:00 PM on the 4th day of December 2017 as follows: WHEREAS, the City of Milton, Georgia, located in Fulton County, Georgia was incorporated upon the passing of House Bill 1470 in the 2006 Legislative Session of the Georgia General Assembly; and WHEREAS, the Mayor and the Council of the City of Milton (the “Council”) are the governing authority of the City of Milton; and WHEREAS, the Mayor and Council are charged with the protection of the health, safety and welfare of the citizens of Milton; and WHEREAS, the City of Milton, is a current member of the Georgia Interlocal Risk Management Agency (“GIRMA”), an interlocal risk management agency formed pursuant to Chapter 85 of Title 36 of the Official Code of Georgia Annotated; and WHEREAS, the City of Milton is currently a member of a GIRMA Fund for insurance purposes and desires to add membership in an additional GIRMA Fund to satisfy the requirements of House Bill 146, which was passed in the 2017 Legislative Session of the Georgia General Assembly and requires that public entities provide certain cancer insurance coverages for firefighters; and WHEREAS, the Mayor and the Council have reviewed the Fund Election Form attached as Appendix A and find that it is in the best interest of the City of Milton to be a member of the Funds indicated on the Fund Election Form which will provide the required lump sum cancer benefit and long-term disability (income replacement) benefits required by HB 146. NOW, THEREFORE, BE IT RESOLVED BY THIS COUNCIL OF THE CITY OF MILTON, GEORGIA, AND IT IS RESOLVED BY THE AUTHORITY OF SAID CITY COUNCIL THAT: 1. The Mayor of the City of Milton is authorized to execute the GIRMA Fund Election Form attached as Appendix A on behalf of the City and all documents necessary for membership in the GIRMA Funds elected on said Form; 2. The Mayor is designated as the City’s representative to GIRMA; 3. The City may change its representative by making a written request to Georgia Municipal Association, Inc., the Program Administrator for GIRMA; and 4. This resolution shall be effective on the date of adoption. RESOLVED this 4th day of December 2017. Approved: ____________________________ Joe Lockwood, Mayor Attest: _____________________________ Sudie AM Gordon, City Clerk (Seal) Resolution Appendix A Georgia Interlocal Risk Management Agency (“GIRMA”) GIRMA Fund A Participation Statement and GIRMA Fund B Election Form Name of GIRMA Member: City of Milton, Georgia As stated in Section 6.1 of the Intergovernmental Contract, a GIRMA member must participate in at least one Fund established by the GIRMA Board of Trustees. The Intergovernmental Contract and GIRMA Bylaws apply to all GIRMA members, regardless of the Fund or Funds in which they participate. Terms and conditions specific to a Fund are set forth in the Coverage Description for the Fund. Fund A Participation Statement: Until January 1, 2018, GIRMA offered only Fund A, which is a combination of property damage, motor vehicle liability and general liability coverage. As a GIRMA Member who joined GIRMA before January 1, 2018, the entity named above is a member of GIRMA’s Fund A. The Coverage Description for GIRMA provided before January 1, 2018 is also the Coverage Description for Fund A. Fund B Application Information: GIRMA will establish Fund B on January 1, 2018. Fund B will provide fully- insured lump sum cancer coverage and disability coverage for firefighters that meet the requirements of Georgia law. A coverage description for Fund B will be filed with the Georgia Department of Insurance and made available to Fund B members upon request after approval of membership in Fund B by Georgia Municipal Association, Inc., the Program Administrator for GIRMA, and the insurance carrier. In order to join Fund B, GIRMA Members in Fund A must complete a Resolution to Add Membership in a GIRMA Fund similar to the sample Resolution attached, and must complete the attached Firefighter Cancer Coverage Application and Participation Agreement. Membership in Fund B is effective when the Application is approved by the Program Administrator and the carrier. GEORGIA INTERLOCAL RISK MANAGEMENT (GIRMA) FIREFIGHTER CANCER COVERAGE APPLICATION AND PARTICIPATION AGREEMENT Employers eligible to participate in GIRMA (hereinafter a “Participating Employer” or “Employer”) shall complete this Application and Participation Agreement in order to purchase firefighter cancer coverage fully insured by The Hartford under the GIRMA Fund B Master Policy for Lump Sum Cancer Benefit or Master Policy for Long-Term Disability (Income Replacement) or under both Policies. Once approved by GIRMA’s Program Administrator, the Participating Employer will receive a one-page Schedule of Benefits identifying the purchased coverage(s) and a link to the Policy for the purchased coverage(s), so it may make these available to Eligible Firefighters. Who Does What? GIRMA is the Policyholder of two firefighter cancer coverage policies (together, the “Firefighter Cancer Policies” insured by The Hartford: Lump Sum Cancer Benefit and Long-Term Disability (Income Replacement). These coverages together are designed to meet the requirements of Georgia House Bill 146 (2016-2017), an Act effective January 1, 2018. Georgia Municipal Association, Inc., (“GMA”) is the Program Administrator for GIRMA. GMA uses information from the Eligible Firefighter census data provided by the Participating Employer to bill for the Firefighter Cancer Policies, and maintains (either directly or through the broker for the Firefighter Cancer Policies) Participating Employers’ Application and Participation Agreements. Participating Employers are responsible for identifying all Eligible Firefighters, submitting complete and accurate census data to GMA, paying premiums to GMA, communicating with Eligible Firefighters about the coverages it provides, providing the Schedule of Benefits and link to the applicable Policies to Eligible Firefighters, and providing all requested information and documentation to The Hartford when an Eligible Firefighter makes a claim under one or both of the Firefighter Cancer Policies. The Hartford evaluates and pays claims under the Firefighter Cancer Policies. All claims for benefits must be submitted to The Hartford. Neither GIRMA nor GMA have any role in claim determination or payment. The Hartford provides tax services related to payments under the Long-Term Disability (Income Replacement) Policy. Definition of Eligible Firefighter: An “Eligible Firefighter” is a recruit or a trained individual who is a full-time employee, part-time employee, or volunteer for a legally organized fire department of a Participating Employer and as such has duties of responding to mitigate a variety of emergency and nonemergency situations where life, property, or the environment is at risk, which may include without limitation fire suppression; fire prevention activities; emergency medical services; hazardous materials response and preparedness; technical rescue operations; search and rescue; disaster management and preparedness; community service activities; response to civil disturbances and terrorism incidents; nonemergency functions including training, preplanning, communications, maintenance, and physical conditioning; and other related emergency and nonemergency duties as may be assigned or required; provided, however, that a firefighter's assignments may vary based on geographic, climatic, and demographic conditions or other factors including training, experience, and ability. A firefighter is an “Eligible Firefighter” as soon as he or she meets the description above, even though coverage under the Firefighter Cancer Policy(ies) does not become effective until completion of a waiting period as set forth in O.C.G.A. § 25-3-23. Employer Obligations: Employer shall not require any kind of contribution from Eligible Firefighters for the coverage(s) provided under the Firefighter Cancer Policies. Employer is solely responsible for identifying all Eligible Firefighters (as defined above), keeping an accurate list of all Eligible Firefighters, and providing correct and complete information to GMA. Employer shall submit initial Eligible Firefighter census data to GMA in the form requested, and must update this census data as needed in order to ensure that all Eligible Firefighters are identified. The Employer’s cost for coverage under the Firefighter Cancer Policy(ies) will be based on the most recent census data at the time of billing. A claim by an Eligible Firefighter may be denied if the Eligible Firefighter was not timely listed in the census data. Employer shall provide the Schedule of Benefits and a link to the applicable Policy(ies) to all Eligible Firefighters at no charge, and shall provide a copy of the applicable Policy(ies) to an Eligible Firefighter upon request. If the Policy(ies) are terminated for any reason, Employer shall provide notification of termination to all Eligible Firefighters. When a firefighter submits a claim to The Hartford, Employer shall provide The Hartford the information requested so that The Hartford may evaluate the claim, and shall affirm that this information is accurate and complete. If the Employer is purchasing Long-Term Disability (Income Replacement) coverage, the Employer agrees as follows. Employer Authorization for Tax Services: By completing this Application and Participation Agreement, Employer authorizes The Hartford to report, withhold and deposit the taxes described below, and agrees to provide The Hartford with accurate and timely information to provide these tax services. Employer acknowledges that The Hartford, GIRMA, and GMA, singularly and collectively, shall have no responsibility for any liability in connection with these tax services that may result from inaccurate, untimely or incomplete information provided by Employer to any of them, including but not limited to fines or penalties. The Hartford will withhold and deposit applicable and properly elected additional United States federal income taxes (FIT) and state income tax (SIT) as well as applicable Employee FICA taxes from disability benefits/sick pay. The Hartford will make timely filings with the appropriate United States federal and state agencies. The Hartford will deposit the taxes using The Hartford’s tax identification number and will timely notify the Employer of these payments. This notification is provided on the EOB (Explanation of Benefits). The Hartford will prepare Forms W-2 for payees and pay the Employer’s share of FICA taxes, and submit such forms and payments to the appropriate United States federal and state agencies. The Hartford will postmark by January 31st of each year, or such other date required by law, Forms W-2 containing disability benefits/sick pay information to payees and make information return filings in accordance with Federal and State requirements regarding income tax, Social Security, and Medicare tax. The Hartford will issue Forms W-2 using The Hartford’s tax identification number. If the Policy is terminated, The Hartford will continue to provide Forms W-2 and make information return filings for disability benefits/sick pay payments on all claims incurred prior to termination of the Policy. The Hartford assumes no responsibility for any other payroll or employment related tax, fee, premium or the like including Federal Unemployment Insurance (FUTA) and State Unemployment Insurance (SUTA), State Disability Insurance, State or Local Occupational Taxes, other jurisdictional taxes such as municipal, city or county taxes, or any Workers' Compensation Tax which may be applicable to the disability benefits The Hartford is paying. The Hartford will prepare and deliver to Employer the annual summary reports of benefits paid. ____ ____ Desired Coverage (See Attached Proposal for Estimated Annual Premiums): Participating Employer is applying for and agreeing to purchase both the Lump Sum Cancer Benefit & Long Term Disability (Income Replacement) coverages unless either of the following options is checked. Lump Sum Cancer Benefit Only* OR Long Term Disability (Income Replacement) Only* * Alone, this coverage does NOT meet the requirements of HB146. The coverage elected above automatically renews at each anniversary of the effective date, based on then current premiums established by the Administrator. Coverage may be terminated in accordance with the GIRMA Bylaws rules for termination of membership in a GIRMA Fund. On behalf of the City of Milton, Georgia, located in Fulton County, Georgia, I submit this Application and Participation Agreement and agree to its terms. Signature: Date: Print Name: Title: APPROVED BY GIRMA PROGRAM ADMINISTRATOR: , Date: EFFECTIVE DATE OF COVERAGE: 9 MILTOr\TIP ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 27, 2017 FROM: Steven Krokoff, City Manag 9 9r�� AGENDA ITEM: Consideration of RZ17-11 Text Amendment to Article XX - Deerfield Form Based Code, Table 10: Specific Function and Use Regarding the T-6 Transect Zone. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: ()IAIPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (?YES () NO CITY ATTORNEY REVIEW REQUIRED: (-KYES () NO APPROVAL BY CITY ATTORNEY: (,�IAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: i t IOu 12,111 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 To: Honorable Mayor and City Council From: Kathleen Field, Community Development Director Re: Text Amendment – RZ17-11– Specific Function and Use in Table 10 of the Deerfield Form Based Code in regards to Residential uses in the T-6 Transect Zone. Date: November 27, 2017 for the December 18, 2017 Mayor and City Council Meeting (First Presentation on December 4, 2017 – Work Session on December 11, 2017) Department Recommendation: The Community Development Department recommends approval of the proposed text amendment. Executive Summary: The City has a limited amount of land that is available for commercial and office uses located within the Deerfield Form Based Code. Since the adoption of the code, there has been interest in by the development community to utilize the T - 6 transect zone for residential uses without any mixed use component. This transect zone allows for high density and height up to 16 stories. The T-6 transect zone is located along Deerfield Parkway, Webb Road and Morris Road adjacent to GA 400. It is Staff’s opinion that this area should be developed with non- residential uses so as to increase the City’s tax base which will support the City’s financial health in the future. Results of the November 29, 2017 Planning Commission Meeting - TBD Legal Review: Paul Frickey - Jarrard & Davis (November, 2017) Attachment(s): RZ17-11 text amendment and ordinance. RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 1 Formatted: Centered Table 10: - Specific Function and Use. This table expands the categories of Table 9 to delegate specific Functions and uses within Transect Zones. R: ALLOWED BY RIGHT W: ALLOWED BY WARRANT U: ALLOWED BY USE PERMIT a. RESIDENTIAL 1, 12 T2 T3 T4 T4-P 9 T4-O 2 T5 3 T6 Apartment U U U U Live/Work Unit R R R R R R Rowhouse R R U U U Duplex R R R R R Courtyard House R R R R R R Sideyard House R R R R R R Cottage R R R R House R R R R R Accessory Unit R R R R R R R b. LODGING Motel, Hotel R R R Bed & Breakfast Inn U U R R R R c. OFFICE Office R R R R Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight Formatted: Highlight RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 2 Formatted: Centered Radio and Television Station U U U Live/Work Unit R R R R R R d. RETAIL Open-Market Structure R R R R R R R General Retail R R R R R Pawn Shop W W General Service R R R R R Artist Studio U U U U U Restaurant R R R R R Freestanding Fast Food Restaurant R R R R Kiosk R R R R R Drive-Through Facility 6 R 10 R R R Push Cart W W W Liquor Selling Establishment W W W Self Service Laundromat W W W Laundry and Dry Cleaning Shop R R R Bank/Financial Institution R 11 R R R RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 3 Formatted: Centered Bail Bondsmen Check Cashing Establishment W W W Adult Entertainment Fortune Telling Establishment Massage Parlor, Pool Hall, Escort and Dating Services, Tattoo and Body Piercing Establishment e. CIVIC Bus Shelter R R R R R R R Convention Center R Conference Center W W R Fountain or Public Art R R R R R R R Library R R R R Theater R R R Indoor Commercial Amusement R R R Outdoor Commercial Amusement W W W T2 T3 T4 T4-P 9 T4-O 2 T5 3 T6 Museum R R R RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 4 Formatted: Centered Assembly Hall, Indoor Auditorium R R R Gymnasium R R R Outdoor Auditorium W R R R R R R Parking Structure R R R Passenger Terminal R Sports Stadium Surface Parking Lot W W W W W Places of Worship U U U R R R R f. OTHER: AGRICULTURAL Grain Storage R Livestock Pen W Greenhouse R W Stable R W Veterinary Clinic/Hospital, Kennel (with inside pens) W W W Kennel with Outside Pens Pet Grooming 8 R R R f. OTHER: AUTOMOTIVE Gasoline Station 4 R R R Automobile Specialty Shop R R R RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 5 Formatted: Centered Service Station Automotive Garage, Repair Garage Automobile and Light Truck Sales/Leasing W W Car Wash 5 W W W Drive-Through Facility 6 R R R f. OTHER: CIVIL SUPPORT Fire Station R R R R R R R Police Station R R R R R Cemetery U U U Funeral Home R R R Hospital R R Medical Office, Clinic R R R R Assisted Living, Convalescent Home, Personal Care Home, Nursing Home, Hospice R R R R f. OTHER: EDUCATION RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 6 Formatted: Centered School of Business, Dance, Music or Similar W W W College U U U U U U U High School U U U U U U U Trade School U U U U U U U Elementary School U U U U U U U Childcare Center 7 U U R R R f. OTHER: INDUSTRIAL Heavy Industrial Facility Light Industrial Facility Manufacturing Catering R R R Laundry and Dry Cleaning Distribution Center Research Laboratory W W Water Supply Facility W W W W W W W Sewer and Waste Facility Electric Substation W W W W W W W Telecommunications See Section 54 of the Code of the City of Milton RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 7 Formatted: Centered Cremation Facility Warehouse Landscaping, Lawn Service R R R Produce Storage Recycling Center Mini-Storage R R R 1. This table notwithstanding, all senior housing shall comply with Section 64-1834(a). 2. T4-Open. 3. Includes T5-Limited subject to Table 9. 4. See Section 4.14 for additional requirements. 5. Includes both principal and accessory car washes. 6. Drive-through facilities are considered accessory to a Retail or Automotive Function. 7. See Sec. 64-1809 for additional requirements. 8. No overnight stay allowed. 9. T4-Permissive. See Sec. 4.6.1(e) for additional restrictions in the Five Acre Road Zone. 10. Only allowed in the Five Acre Road Zone and when accessory to a bank/financial institution. 11. Only allowed in the Five Acre Road Zone. RZ17-11 – Text Amendment to the Deerfield Form Based prepared for the Mayor and City Council Meeting on December 18, 2017 (First Presentation December 4, 2017, Work Session December 11, 2017) Page 8 Formatted: Centered 12. Residential functions are prohibited on any parcel abutting Highway 9, excluding the Five Acre Road Zone (as shown on the adopted April 27, 2015, Regulating Plan), except when located in a vertically mixed-use building. ( Ord. No. 15-04-240 , § 1, 4-27-2015; Ord. No. 16-12-293 , § 1, 12-19-2016) STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ17-11 AN ORDINANCE TO AMEND ARTICLE XX OF CHAPTER 64 – DEERFIELD FORM BASED CODE, TABLE 10: SPECIFIC FUNCTION AND USE REGARDING THE T-6 TRANSECT ZONE. BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on December 18, 2017 6:00 p.m. as follows: SECTION 1. That the amendment of Article XX regarding the T-6 Transect Zone regarding residential uses within the City of Milton Zoning Ordinance is hereby adopted and approved; and is attached hereto as if fully set forth herein, 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 18th day of December, 2017. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk TO: FROM: MILTO ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: November 28, 2017 Steven Krokoff, City Manager AGENDA ITEM: Consideration of a Resolution of the City of Milton Authorizing A Pre -Application for a Recreation Trails Program Grant with the Department of Natural Resources. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (,KAPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (.,,rYES () NO CITY ATTORNEY REVIEW REQUIRED: (,'YES () NO APPROVAL BY CITY ATTORNEY: (,IjAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: it-Io4)1")1 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Jim Cregge, Parks and Recreation Director Date: Submitted on November 28, 2017 for the December 4, 2017 Regular City Council Meeting Agenda Item: Consideration of a Resolution of the City of Milton Authorizing a Pre- Application for a Recreation Trails Program Grant with the Department of Natural Resources _____________________________________________________________________________________ Project Description: This request is to submit a grant pre-application for the construction of trails at Providence Park. The grant requires the City to provide a 20% match of the DNR grant of $200,000. The matching funds, if approved, would come from the currently budgeted Parks and Trails Expansion capital budget. Currently, Providence Park has two trails that are not ADA accessible and are unsustainable from a maintenance perspective due to erosion issues. Procurement Summary: Purchasing method used: Other (See Comment Above) Account Number: Capital Grant Account Number TBD upon Council Approval Requisition Total: $50,000 Legal Review: Sam VanVolkenburgh, November 20, 2017 Attachment(s): A resolution approving the pre-application for a Recreation Trails Program Grant with the Department of Natural Resources STATE OF GEORGIA RESOLUTION NO. COUNTY OF FULTON A RESOLUTION OF THE CITY OF MILTON AUTHORIZING A PRE-APPLICATION FOR A RECREATIONAL TRAILS PROGRAM GRANT WITH THE DEPARTMENT OF NATURAL RESOURCES WHEREAS, O.C.G.A. § 36-35-3 provides that the governing authority of a municipality may adopt clearly reasonable ordinances, resolutions, and regulations; and WHEREAS, the City of Milton has drafted a Pre-Application for a grant from the federal Department of Transportation, Federal Highway Administration, as administered by the Georgia Department of Natural Resources, attached as Exhibit “A”; and WHEREAS, the purpose of the Pre-Application is to qualify for a grant supporting the creation of recreational trails at Providence Park in the City of Milton (the “Project”); and WHEREAS, by approval and execution of this Resolution, the City of Milton assures the Georgia Department of Natural Resources that the City has the ability and intention to finance at least 20 percent of the estimated total Project cost and, in the event the City’s Pre-Application is recommended for funding by the DNR, the City will move forward with due diligence to prepare, or have prepared, appropriate documentation required for a formal Recreational Trails Program grant application; and, WHEREAS, the City Council believes it is appropriate and in the best interest of the City to authorize submission of the Pre-Application to the Georgia Department of Natural Resources. THEREFORE, IT IS HEREBY RESOLVED; That the Mayor, or other City staff members as appropriate, are authorized and directed to execute the Pre-Application and deliver it to the Georgia Department of Natural Resources. RESOLVED this 4th day of December, 2017. _________________________ Joe Lockwood, Mayor Attest: _____________________________ Sudie AM Gordon, City Clerk Seal Revised 3/24/2016 Pre-Application Submission Instructions Please submit an original and two copies of your application. Applications must be received, not postmarked, by end of business day, Tuesday, January 2, 2018. Be sure each application includes: Cover letter on official letterhead signed by the chief elected official/executive director/president. This letter must include: o Acknowledgement by sponsor that this is a reimbursement grant o Grant Term is two years from date of project agreement o Sponsor understands and agrees to the required 20% match of the overall project costs. (See example Cover letter) A signed Pre-application Form to include a response to each of the evaluation criterion A resolution adopted by the governing entity of the applicant authorizing the application and committing all matching funds required to complete the proposed project Preliminary site plan Location map Letters of commitment from partners providing grant match of any type Applications are to be submitted with a single binder clip. Do not staple, spiral or book bind applications. Submit applications to: Georgia Department of Natural Resources Recreational Trails Program 2 Martin Luther King Jr. Dr. SE, Suite 1370 Atlanta, Georgia 30334 All applications must be received, NOT postmarked by DNR Recreational Trail Program staff by end of business day on Tuesday, January 2, 2018. For more information please contact: Audrey Camp, Grants Outreach Coordinator Email: Audrey.Camp@dnr.ga.gov Phone: 404.463.1030 Page 2 of 10 Revised 8/2/2017 Project Sponsor (Organization): City of Milton Address: 2006 Heritage Walk Milton, Georgia ZIP: 30004 County: Fulton FEI Number: 51-0608862 DUNS Number: 78-880-4735 Project Title: Trails at Providence Park Congressional District: 006 State Senate District: 021 State House District/ Representative(s): 047 Applicant Chief Elected Official, Director, or President: Steve Krokoff Phone: 678-242-2571 Email: steven.krokoff@cityofmiltonga.us Grant Administrator or Other Contact: Jim Cregge Phone: 678-242-2489 Email: jim.cregge@cityofmiltonga.us Additional Contact(s): Michele McIntosh-Ross Phone: 678-242-2538 Email: michele.mcintosh-ross@cityofmiltonga.us Total Project Cost: $255,000 Funds Requested: $200,000 Steve Krokoff, City Manager (Chief Elected Official’s or Executive (Title) Director’s/President’s Signature) (Date) FY2017-18 RECREATIONAL TRAILS PROGRAM PRE-APPLICATION FORM DEADLINE: 4:30pm, TUESDAY, January 2, 2018 Page 3 of 10 Revised 8/2/2017 Project Information Project Title: __Trails at Providence Park________________________ Project Type: X Non-motorized for a Single Use Motorized Single Use Non-motorized for Diverse Use Motorized Diverse Use Land Acquisition Project Description Provide a description of the proposed project. Describe exactly what the grant funds will pay for and what work will be completed as part of this project. Description should include: Status of land ownership. o Is the project land acquisition? Amount of acreage for land acquisition? o Is the project proposing to acquire an easement? If so, how and when? o If trail project involves private land, are easements for twenty years or more in place or scheduled to be obtained prior to final grant approval? Type of trail (concrete, asphalt, mulch, gravel, etc.) Mileage of trail Include if trail is new construction or restoration of existing trail. Describe any proposed facilities for project such as restrooms, trash receptacles, kiosks, bike racks, benches, signage, etc. The City of Milton owns (free and clear) all 42 acres of the park land that is the subject site for the proposed trail project. The entire acreage is public land. This project will not involve any land or easement acquisition. The proposed project trail section will be a newly constructed 0.33 mile boardwalk section through marsh land near the lake. The proposed trail project is a section of trail within the Providence Park trail system and is a component of a wider connected trail system planned for the City of Milton. The master plan for the park calls for restrooms, trash and recyclable receptacles, and information kiosks at the entrance. Bike racks, benches and signage is also proposed in the master plans. Other proposed park elements include a fishing dock, rock climbing, zip lines, camp sites, a performing arts area and a nature center. Page 4 of 10 Revised 8/2/2017 Project Cost Information Prepare proposed budget using attached RTP Form Project Justification: Please address each evaluation criterion below PROJECT SELECTION CRITERIA SUMMARY All eligible applications are analyzed and scored by the GA RTP staff and reviewed by GA RTP Advisory Committee per the following criteria: CRITERIA TYPE POTENTIAL POINTS TECHNICAL REVIEW 1. Compliance 0 2. Recent Awards 10 EVALUATION CRITERIA 3. Economic Development Opportunities 15 4. Project Scope and Plan 30 5. Issues and Need 40 6. Demonstration of Public Support 15 7. Leverage of Grant Funds 15 8. Trail Maintenance and Management 15 9. Discretionary Criteria 10 Total Points 150 Page 5 of 10 Revised 8/2/2017 CRITERION #1 COMPLIANCE (0 points) Ga RTP evaluates Project Sponsors with active and previously awarded grants through GA DNR to verify they are in full compliance with federal and state programs. Successful completion of projects in a timely and efficient manner is an important goal of the RTP grant program . A Project Sponsor's past performance in effectively managing federal or state government grants, and successfully completing grant funded projects, are important factors in evaluating performance and compliance. a. The Project Sponsor is on schedule with all active GA DNR administered grant projects? b. The Project Sponsor is following applicable guidelines for current and past projects? Serious instances of non-compliance may be reason for application denial. Past noncompliance may also be cause for DNR to place additional requirements or special conditions on the grant, if selected, and as allowed by 2 CFR 200.207. (Note: No scoring points will be awarded for compliance criteria) Page 6 of 10 Revised 8/2/2017 CRITERION #2 RECENT AWARDS (10 POINTS) Priority points are given to Project Sponsors that have NOT been awarded an RTP grant in the last 10 years. (GA RTP staff will award 10 points for Project Sponsors who have not received an RTP grant in the last 10 years) Page 7 of 10 Revised 8/2/2017 CRITERION #3 ECONOMIC DEVELOPMENT OPPORTUNITIES (15 POINTS) Trail-related trip expenditures result in substantial contributions to local economies. Thus, GA DNR would like to encourage the development of recreational trails to assist local communities in economic development. Such areas could greatly benefit from the trip expenditures and job creation associated with trail-based recreation. How will the project facilitate economic development? (The GA RTP will determine a value from 0 to 15 points based on the information provided by the applicant). Page 8 of 10 Revised 8/2/2017 CRITERION #4 PROJECT SCOPE AND PLAN (30 POINTS) GA DNR intends to ensure that available RTP grant dollars are used in a timely manner once funding is awarded to a Project Sponsor. Having completed the necessary upfront tasks of detailing the project scope, budget and pre-project planning will show the Project Sponsor has a well thought out project that is ready to complete. A. Are the project scope, budget, and plan clear and realistic? Project Sponsors should provide a clear and concise budget, clear plans and maps which depict the proposed project elements, and specific details and timeline on how they plan to accomplish the project. Items to address include: What are you proposing to do? Project elements including trail amenities, users, length, width, structures (item description, width, length), standards. How are you proposing to complete the work (contractor, youth crews, staff, volunteers, etc.)? Why is the work being done? What is your project timeline? B. Has the pre-project planning occurred and is the project ready to proceed? a. Development and restoration projects. Project Sponsors should describe how their project is ready to proceed by responding to the following questions/ requested items. A successful project need not address each bullet. What is the current level of design for the project (e.g., conceptual, percentage estimate, construction drawings)? Please provide project plans or drawings. Do the plans or drawing clearly depict the components of the project for which funding is sought? Are the project components clearly discernable from existing and/or future proposed features of the project site? When will project work begin? When will work be completed or the facility opened for use? Is any public involvement required or planned? If yes, is it completed or when will it be completed? What permits will be needed to complete the project and do you have these permits in hand now? b. Acquisition projects Project Sponsor should describe what it will take to get their development project completed in a timely manner including such items as: Completed appraisal Preliminary Title Report Level 1 or higher Environmental Assessment Proof of willing seller or donor C. How have you addressed American with Disabilities (ADA) Guidelines for this project? Project Sponsors should use the attached form to show how they are addressing ADA Guidelines for the project. (The GA RTP will determine a value from 0 to 30 points based on the information provided by the applicant.) Page 9 of 10 Revised 8/2/2017 Page 10 of 10 Revised 8/2/2017 CRITERION #5 ISSUES AND NEEDS (40 POINTS) Project Sponsors are strongly encouraged to develop project applications that meet high priority needs of their communities and intended clientele. Project proposals addressing recreational trail development/ management issues and funding needs at the statewide and local levels identified in local planning efforts will be given priority points. The following criterion was developed by the GA RTP staff in consultation with the GA RTP Advisory Committee. A. Statewide Trail Management/ Development Issues Project proposals addressing statewide trail issues will receive additional priority points (see top statewide trail issues listed below). To receive these points, Project Sponsors should describe how the project addresses these issues for their designated project type. Non-motorized Trail Projects Issue 1. Need for more trails connecting towns/ public places. This issue is addressed by trails projects that connect communities to each other; provide connections between existing trails; close a gap within an existing trail; provide links to trails; provide access to parks and open space; and provide access to significant facilities within communities such as schools, libraries, indoor recreation facilities, and businesses. Define the needs and benefits considered in proposing this project. Issue 2. Need for improved trail maintenance. For this issue, trail maintenance includes routine trail maintenance and trail rehabilitation/ restoration. Routine maintenance includes work that is conducted on a frequent basis to keep a trail in its originally constructed serviceable standards (e.g., mowing, tree and brush pruning, leaf and debris removal, cleaning and repair of drainage structures such as culvers, water bars, and drain dips), maintenance of water crossings, and repairs to signs and other amenities. Routine maintenance work is usually limited to minor repair or improvements that do not significantly change the trail location, width, surface, or trail structure. Trail rehabilitation/ restoration involves extensive trail repair (e.g., resurfacing of asphalt trails or complete replacement, regrading, and resurfacing of all trails, making environmental improvements to existing trails) needed to bring a facility up to standards suitable for public use (not routine maintenance). In some cases, trail rehabilitation/ restoration may include necessary relocation of minor portions of the trail. Issue 3. Need for more trail signs (directional and distance markers, and level of difficulty). Trail users require several different types of signs to safely and enjoyably pursue their trail experience. Location signs that lead people to trailheads and parking areas, directional signs along the trail, destination signs to let people know they have reached end points, interpretive signs that describe the natural or cultural history of the area, and regulatory signs that explain the do’s and don’ts of the area are important trail components. Trail managers should provide information about their trails that allows users to choose the trails within their skill and capability level. It is important for all users, but especially elderly or disabled users, to understand a specific trail’s maximum grade and cross-slope, trail width, surface, obstacles and length before using the trail. Water Trail Projects Issue 1. Need for increased access for non-motorized boating. The need for increased access for non-motorized boating is driven by a continuing increase in participation in non-motorized boating activities in both Georgia and the U.S. in recent decades. Access refers to a specific location where the public has the legal right and physical means to get Page 11 of 10 Revised 8/2/2017 to the water to launch a non-motorized boat. Non-motorized boating access may be unimproved or enhanced to varying degrees. Issue 2. Lack of funding for non-motorized boater facilities. Issue 3. Lack of non-motorized boating maps and information. Projects addressing this issue could include water trail guides, information brochures, signage projects, websites, smartphone apps, and promotional materials. Off-Highway Vehicle Trail Projects Issue 1. Need for more OHV designated trails. Closure of designated trails and routes without providing other designated routes in the same area leads to overuse and impacts in new areas and riding in closed areas. Issue 2. Need to maintain existing OHV designated trails. Issue 3. Prioritize loop over out-and-back trails. B. Local and Regional Needs The RTP was created to address trail needs in urban and rural areas of the state. Proposed projects that enhance trail opportunities for underserved populations are encouraged. Project proposals addressing trail issues identified in a regional or local comprehensive plan will receive additional priority points. a. The extent to which the project will satisfy priority needs, as identified in a current planning document such as a comprehensive plan or recreation master plan, county or regional master plan, trail system plan, capital improvements plan or land use/ management plan. Is the plan part of an adopted plan? If yes, provide the name of the plan, governing body that adopted/ approved the plan, and the date adopted/ approved. b. If the project is not included in a current planning document, describe the public involvement effort that led to the selection of the project such as citizen involvement through public meetings/ workshops, open houses, interviews, questionnaires, etc. c. Identify the service area of the proposed project, and the estimated population served. Identify other trail resources in the service area by trail type, length, location in relation to the proposed trail project, and ownership. Service area could be a neighborhood, political jurisdiction, school district, or could also be defined along a linear greenway, water course, or unique natural/cultural area. (The GA RTP will determine a value from 0 to 30 points based on the information provided by the applicant. The points will be allocated using the following formula: -Statewide Trail Issues and Needs 0 to 20 points -Local and Regional Needs 0 to 20 points) Page 12 of 10 Revised 8/2/2017 CRITERION #6 DEMONSTRATION OF PUBLIC SUPPORT (15 POINTS) Public involvement is a means of building support and developing a constituency and a partnership for the development effort. The Sponsor should show letters of support from citizens or trail user groups that articulate this specific project as a needed or supported project. A priority list developed out of planning process to identify public support for this trail project can be used in addition to letters of support. Letters of support from organizations and agencies are also acceptable, but should cover the specific project’s public process, their fiscal support or other specific forms of support. Evidence of cooper ative efforts with trail user groups and / or multiple public meetings providing citizens and organizations opportunities for involvement in the development and operation of the project earn maximum points. (The GA RTP will determine a value from 0 to 15 points based on the information provided by the applicant.) Page 13 of 10 Revised 8/2/2017 CRITERION #7 LEVERAGE OF GRANT FUNDS (15 POINTS) Meeting the minimum 20% match is a key consideration for Project Sponsors who must provide a resolution adopted by their legal entity authorizing the grant application and committing at least the minimum matching funds required to complete the proposed grant project. Additional points are awarded for Sponsors who provide written documentation of additional public or private monetary investments, or public or private commitment of allowable in-kind donations toward the project which result in match investments above the minimum 20%. (The GA RTP will determine a value from 0 to 15 points based on the information provided by the applicant.) Page 14 of 10 Revised 8/2/2017 CRITERION #8 TRAIL MAINTENANCE AND MANAGEMENT (15 POINTS) Commitment to long-term maintenance and management: Maintaining existing trails in good/ sustainable condition is a top priority and trails issue for all user groups. The applicant should carefully respond to the following questions related to trail maintenance and management after the project is complete. Do you have dedicated funding for ongoing trail operation and maintenance? If yes, what is the approval cycle (e.g., annual, bi-annual, permanent, and fixed)? Do you have permanent staff for ongoing trail operation and maintenance? If yes, please identify the number of permanent and seasonal staff. Provide the following information relative to the proposed project- hours of operation, limitations on uses, proposed use fees, law enforcement provisions and responsible agency. Do you have an organization that adopts/ assists with trail maintenance? If yes, please identify these organization names. Do you have a trail management plan? If yes, please identify the title of the document and when it was adopted by a governing body. Do you have a resolution of support for long-term maintenance (or similar guarantee of financial support)? (The GA RTP will determine a value from 0 to 15 points based on the information provided by the applicant.) Page 15 of 10 Revised 8/2/2017 CRITERION #9 Discretionary Criteria (10 Points) Project reviewers may award the project additional points based on their subjective evaluation of the following examples: complete, concise and understandable project application package; superior design; ADA compliance; project readiness; site suitability; fiscal considerations; use of Youth Conservation Corps or service groups in project construction or maintenance; superior leveraging of partnerships; heritage; and potential for legacy. This list is not intended to be a complete list of all discretionary criteria to be considered by project reviewers. (The GA RTP will determine a value from 0 to 10 points based on the information provided by the applicant.) law. M I LTO N"r, ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: November 27, 2017 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of Subdivision Plat Approval. MEETING DATE: Monday, December 4, 2017 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (,�IAPPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES (1kNO CITY ATTORNEY REVIEW REQUIRED: () YES (^0 APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: ) L 10 u 1 Z°'' 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@?cityofmiltonga.us I www.cityofmiltonga.us To: Honorable Mayor and City Council Members From: Kathleen Field, Community Development Director Date: Submitted on November 28, 2017 for the December 4, 2017 Regular Council Meeting Agenda Item: Consideration of Subdivision Plat Approval ____________________________________________________________________________ Department Recommendation: To approve the subdivision related plats and revisions as stated below. Executive Summary: The Milton Subdivision Regulations require that the Mayor and City Council approve all Final Plats, final Plat Re-recording, Revisions and Minor Plats once the matter has been reviewed and certified by the Community Development Director in accordance with the Subdivision Regulations. Funding and Fiscal Impact: None. Alternatives: Do not approve. Legal Review: None – not required. Concurrent Review: Steven Krokoff, City Manager Attachment(s): Plat List, Location Map, Plats New Business Plats Staff Memo Page 2 of 7 Name of Development / Location Action Comments / # lots Total Acres Density 1. Park at Bethany LL 832 Bethany Bend Road Final Plat 27 Lots 8.887 3.04 Lots / acre New Business Plats Staff Memo Page 3 of 7 New Business Plats Staff Memo Page 4 of 7 New Business Plats Staff Memo Page 5 of 7 New Business Plats Staff Memo Page 6 of 7 New Business Plats Staff Memo Page 7 of 7 I LTO NIP ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: N.Qvember 30, 2017 FROM: Steven Krokoff, City ManagdQ) AGENDA ITEM: Consideration of a Resolution Appointing the Chief Judge of the Municipal Court for the City of Milton, Georgia Pursuant to Article V of the City Charter. MEETING DATE: Monday, December 4, 2017 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: () YES (INO CITY ATTORNEY REVIEW REQUIRED: () YES (,�INO APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: i L 1C)q (z611 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@?dtyofmiltonga.us I www.cityofmiltonga.us 0000 STATE OF GEORGIA RESOLUTION NO. COUNTY OF FULTON A RESOLUTION APPOINTING THE CHIEF JUDGE OF THE MUNICIPAL COURT FOR THE CITY OF MILTON, GEORGIA PURSUANT TO ARTICLE V OF THE CITY CHARTER BE IT RESOLVED by the City Council of the City of Milton, Georgia while in regular session on December 4, 2017 at 6:00 p.m. as follows: SECTION 1. That Brian A. Hansford is hereby appointed as Chief Judge of the Municipal Court for the City of Milton, Georgia; and, SECTION 2. This appointment is effective for a term of four (4) years, coincident with the term of the mayor, commencing January 1, 2018 and expiring on December 31, 2021, pursuant to Article V of the City Charter; and, SECTION 3. That this Resolution shall become effective upon its adoption. RESOLVED this the 4th day of December, 2017. Approved: ______________________________ Joe Lockwood, Mayor Attest: ___________________________________ (SEAL) Sudie AM Gordon, City Clerk