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HomeMy WebLinkAboutAgenda Packet - CC - 06/04/2018 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 Peyton Jamison Matt Kunz Laura Bentley Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall Monday, June 4, 2018 Regular Council Meeting Agenda 6:00 PM INVOCATION – Pastor Jerry Dockery, Crabapple First Baptist Church, Milton, Georgia 1) CALL TO ORDER 2) ROLL CALL 3) PLEDGE OF ALLEGIANCE (Led by Mayor Joe Lockwood) 4) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda) (Agenda Item No. 18-166) 5) PUBLIC COMMENT (General) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JUNE 4, 2018 Page 2 of 6 6) CONSENT AGENDA 1. Approval of the April 23, 2018 Regular City Council Meeting Minutes. (Agenda Item No. 18-167) (Sudie Gordon, City Clerk) 2. Approval of the May 7, 2018 Regular City Council Meeting Minutes. (Agenda Item No. 18-168) (Sudie Gordon, City Clerk) 3. Approval of a Parks and Recreation Department Facility Use Agreement between the City of Milton and Davis Educational Services, LLC. (Agenda Item No. 18-169) (Jim Cregge, Parks & Recreation Director) 4. Approval of a Preconstruction Services Agreement between the City of Milton and New South Construction Company, LLC to Provide Preconstruction Services for the Proposed Court/Police and Fire Facilities on State Highway 9. (Agenda Item No. 18-170) (Carter Lucas, Assistant City Manager) 5. Approval of a Construction Services Agreement between the City of Milton and CMES, Inc. for Intersection Improvements. (Agenda Item No. 18-171) (Carter Lucas, Assistant City Manager) 6. Approval of Easement Agreements for Drainage Areas with West Birmingham Road Bridge Replacement Project. (Agenda Item No. 18-172) (Carter Lucas, Assistant City Manager) 7. Approval of Contract with Slavin Management Consultants to Conduct an Executive Search for the Position of Community Development Director . (Agenda Item No. 18-173) (Sam Trager, Human Resources Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JUNE 4, 2018 Page 3 of 6 8. Approval of a Task Order to Provide Pre-Construction Support for Northeast Crabapple Connector Project. (Agenda Item No. 18-174) (Carter Lucas, Assistant City Manager) 9. Approval of a Task Order to Provide Construction Inspection for Freemanville Road at Providence Road Intersection Improvements. (Agenda Item No. 18-175) (Carter Lucas, Assistant City Manager) 10. Approval of a Task Order to Provide Construction Inspection for Morris Road at Webb Road Intersection Improvements. (Agenda Item No. 18-176) (Carter Lucas, Assistant City Manager) 11. Approval of a Professional Services Agreement between the City of Milton and InterDev, LLC to Provide Interim CIO and Project Management Support. (Agenda Item No. 18-177) (Stacey Inglis, Assistant City Manager) 12. Approval of the following Subdivision Plats: Name of Development / Location Action Comments / # lots Total Acres Density 1. Armstrong Garden Centers LL 898 3155 Bethany Bend Minor Plat 3 Lots 5.24 .57 Lots / acre 2. William A. Werkheiser LL 1072 Ebenezer & Sweet Apple Road Minor Plat 3 Lots 9.30 .32 Lots / acre (Agenda Item No. 18-178) (Carter Lucas, Assistant City Manager) 7) REPORTS AND PRESENTATIONS 1. Presentation of the City of Milton FY 2017 Annual Audit. (Bernadette Harvill, Finance Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JUNE 4, 2018 Page 4 of 6 8) FIRST PRESENTATION 1. Consideration of U18-07/VC18-06 – 850 and 875 Hickory Flat Road (Zoned AG-1 and C-1) by Curtis Mills – To request a Use Permit for an outdoor music festival for periodic concerts (Sec. 64-1812) on 6.48 acres and a 9 part concurrent variance to the following zoning ordinance requirements: 1) 64-1812(b)(2): To delete the opaque fence and replace with a four-board equestrian fence with a ten foot landscape strip as approved by the City Arborist. 2) 64-1812 (b)(4): To reduce the activity zone setback from 100 feet to 25 feet adjacent to the following property lines; West 421.59 feet and North 201.7 feet. 3) 64-1812 (b) (5): To allow the facility to exceed the maximum sound requirements. 4) 64-1812(b) (6): To eliminate the 3 year renewal period. 5) 64-1142(a)(3)(b): To reduce the 75 foot undisturbed buffer and 10 foot improvement setback to a 10 foot landscape strip adjacent to the west property line 421.59 feet and North property line 201.71 feet and delete for remaining property lines. 6) 64-1317(f): To delete the required landscape islands for the parking lot. 7) 64-1346(b): To increase the rural section building maximum setback from 20 feet to 430 feet. 8) 64-1323(a): Parking lot to be located in front of a building. 9) 64-1323(c): To allow the parking lot to be in one large area. (Agenda Item No. 18-179) (Carter Lucas, Assistant City Manager ) 2. Consideration of RZ18-10 – To amend Section 64-1 Definitions. (Agenda Item No. 18-180) (Carter Lucas, Assistant City Manager) 3. Consideration of RZ18-11 – To amend Article XVII Development Regulations, Section 64-2395, Section 64-2397 and Section 64-2398). (Agenda Item No. 18-181) (Carter Lucas, Assistant City Manager) 9) PUBLIC HEARING ALCOHOL BEVERAGE LICENSE APPLICATION 1. Consideration of the Issuance of an Alcohol Beverage License for Package Retail to Crabberry LLC., D/B/A Crabapple Market, 12690 Crabapple Road, Milton, Georgia 30004. (Agenda Item No. 18-182) (Bernadette Harvill, Finance Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JUNE 4, 2018 Page 5 of 6 10) ZONING AGENDA (None) 11) UNFINISHED BUSINESS 1. Consideration of an Ordinance of the City of Milton, Georgia to Amend Chapter 4, Alcoholic Beverages, Sections 4-52 and 4-533 of the Code of the City of Milton, Georgia. (Agenda Item No. 18-160) (First Presentation at May 21, 2018 Regular City Council Meeting) (Sarah LaDart, Economic Development Manager) 2. Consideration of an Ordinance to Amend Appendix A – Fees and Other Charges Related to Chapter 4, Alcoholic Beverages of the Code of the City of Milton, Georgia. (Agenda Item No. 18-161) (First Presentation at May 21, 2018 Regular City Council Meeting) (Sarah LaDart, Economic Development Manager) 3. Consideration of an Ordinance to Revise the City’s Animal Control Ordinance to Allow for the Application and Enforcement of the Fulton County Rabies and Animal Control Ordinances; to Provide for the Repeal of Conflicting Ordinances; to provide for an Effective Date; and for Other Lawful Purposes. (Agenda Item No. 18-162) (First Presentation at May 21, 2018 Regular City Council Meeting) (Ken Jarrard, City Attorney) 4. Consideration of a Resolution/Ordinance Amending the Charter for the City of Milton, Georgia. (Agenda Item No. 18-163) (First Reading Approved under New Business at the May 21, 2018 Regular City Council Meeting) (Ken Jarrard, City Attorney) 12) NEW BUSINESS 1. Consideration of the Abandonment of Golf Course Easements Related to the Milton Country Club. (Agenda Item No. 18-183) (Ken Jarrard, City Attorney) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JUNE 4, 2018 Page 6 of 6 13) MAYOR AND COUNCIL REPORTS STAFF REPORTS Department Updates 1. Public Works 2. Community Outreach 3. Economic Development 14) EXECUTIVE SESSION (if needed) 15) ADJOURNMENT (Agenda Item No. 18-184) TO: FROM: MILTON" ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 25, 2018 Steven Krokoff, City Manager AGENDA ITEM: Approval of a Parks and Recreation Department Facility Use Agreement between the City of Milton and Davis Educational Services, LLC. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (.j APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (�ES () NO CITY ATTORNEY REVIEW REQUIRED: (YES () NO APPROVAL BY CITY ATTORNEY: (/APPROVED () NOT APPROVED PLACED ON AGENDA FOR: c /vy )Le +b 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, Director of Parks and Recreation Date: Submitted on May 17, 2018 for the June 4, 2018 Regular Council Meeting Agenda Item: Approval of a Parks and Recreation Department Facility Use Agreement between The City of Milton and Davis Educational Services, LLC. ____________________________________________________________________________ Department Recommendation: Staff is recommending the Approval of a Parks and Recreation Department Facility Use Agreement between The City of Milton and Davis Educational Services, LLC. Executive Summary: Davis Educational Services, LLC (dba Challenge Island) will offer two STEM based educational summer camps in 2018. This program will offer the camps at Bethwell Community Center. Funding and Fiscal Impact: The pricing will vary based upon the program offering. This contract offers a 15% commission on registration to the City. Alternatives: If this contract is not approved, we will have to research to find another provider that can offer these specialized services. Legal Review: Sam VanVolkenburgh – Jarrard & Davis, November 27, 2017 (Contract Template) Concurrent Review: Steven Krokoff, City Manager Attachment(s): Parks and Recreation Department Facility Use Agreement between The City of Milton and Davis Educational Services, LLC. U1,0114 41142 1 • _ 01 �; THIS IS AN AGREEMENT, made this day of 2013, between: THE CITY OF MILTON, a municipal corporation organized and operating under the laws of the State of Georgia, acting by and through its governing authority, the Milton Mayor and City Council, and with a business address of 2006 Heritage Walk, Milton, Georgia 30004, hereinafter referred to as the "CITY." and Davis Educational Services, LLC (dba Challenge Island) hereinafter referred to as "PROVIDER". CITY and PROVIDER may hereinafter collectively be referred to as "the Parties". In consideration of the mutual obligations of the Parties and for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE 0 PROVIDER's Services and Reso qnsibilities 1.1 PROVIDER shall conduct services generally described as Education Camps/Programming at the following locations: Bethwell Community Center 1.2 The PROVIDER's services shall be performed during the days and hours described in Exhibit "A," attached hereto and incorporated herein by reference. 1.3 The PROVIDER and The Director of the Parks & Recreation Department (hereinafter referred to as the "Department") or his designee, will coordinate to schedule the program schedule, which schedule will be approved by Department Director, or his designee, at its sole discretion. PROVIDER agrees to submit a Program Request Form to the City's Recreation Program Manager (hereinafter "Manager') for each program being proposed four (4) weeks prior to the beginning of each program session. 1.4 The fees charged to each participant will be as described in Exhibit "A" for residents of MILTON and ALPHARETTA, and a surcharge of 50% more will be charged to each participant who is not a resident of MILTON or ALPHARETTA. The out of city fee is capped at a maximum fee of $90.00. The entire balance of this surcharge for non-residents shall be paid to the CITY. 1.5 The PROVIDER can make available a reasonable number of scholarships for participants requiring assistance. Scholarships offered to residents of the City of Milton and the City of Alpharetta will result in no payment of commission on the registration to the City of Milton. Scholarships offered to participants who are not residents of the City of Milton or the City of Alpharetta will result in no payment of commission on the registration to the City of Milton, however, the PROVIDER is responsible to pay the City non-resident fees for non-resident scholarship recipients to the City. The PROVIDER is responsible for identifying participants who have received a scholarship from the PROVIDER. 1.6 The PROVIDER warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under this Agreement. 1.7 The PROVIDER agrees that it shall be solely responsible for all costs and/or expenses associated with, or as a result of its operation under this Agreement. The PROVIDER stipulates and certifies that it is qualified to provide the programs it is hired to provide, maintains the education and required licenses or permits necessary to provide the programs, and shall continue to maintain such licenses or permits during the term of fhis Agreement. 1.8 This Agreement is considered a non-exclusive Agreement between the Parties. The CITY shall have the right to purchase the same kind of services to be provided by the PROVIDER from other sources during the term of this Agreement. The PROVIDER is not precluded from providing the same or similar services for other parties so long as such other engagements do not interfere with the PROVIDER'S provision of services to the CITY. 1.9 The DEPARTMENT must approve any promotional material, flyers, and posters advertising the programs prior to its release. The following content and topics shall specifically be prohibited. sexually explicit materials, profanity, child pornography, alcoholic beverages, tobacco products, adult movies, adult book/video stores, adult entertainment establishments, massage parlors, pawn shops, and tattoo parlors or shops. 1.10 The PROVIDER shall not promote any privately owned business in a CITY park/facility or solicit any participant in a CITY park/facility activity for any privately owned business. The PROVIDER may not use said facilities to conduct personal business, including but not limited to workshops, clinics, seminars, camps, private sessions, or any other activities that are outside the scope of service described in Exhibit "A". It is further understood that such improper/prohibited action(s) may result in immediate termination of this Agreement and the forfeiture of all compensation due or authorized for payment to the PROVIDER. 1.11 The PROVIDER shall abide by the policies, procedures, rules and regulations of the DEPARTMENT, the CITY, and the FULTON COUNTY BOARD OF EDUCATION as promulgated from time to time. PROVIDER understands and agrees that the DEPARTMENT shall have first priority for use of CITY facilities, notwithstanding any other provisions of this Agreement. 1.12 All assistants, substitutes, and subcontractors utilized by the PROVIDER must have prior written approval of the DEPARTMENT. 1.13 PROVIDER shall provide necessary supervisory personnel to ensure that the participants of the programs obey all applicable policies, procedures, Rules and Regulations. 1.14 The DEPARTMENT or CITY may require that the PROVIDER not be permitted to utilize specific assistants, substitutes, or subcontractors of PROVIDER who have failed to follow any policies, procedures, rules or regulations applicable to the use of the facility. 1.15 Although the CITY shall not control the PROVIDER's techniques, methods, procedures, or sequence of instruction, the PROVIDER will comply with the CITY's and DEPARTMENT's policies, rules, regulations and procedures, as well as those of the FULTON COUNTY BOARD OF EDUCATION, and shall not interfere with their operation, nor harm or damage the equipment or facilities afforded to PROVIDER for his/her programs, nor otherwise disrupt the other on-site activities being offered at such public facilities. 1.16 The PROVIDER also acknowledges that he or she is primarily responsible for the conduct of the participants in all programs under the PROVIDER's charge. 1.17 If the PROVIDER will be providing services directly with minor children without parental supervision, the PROVIDER shall, prior to commencing services under this Agreement, comply with the CITY's policy regarding criminal background screening. The CITY will furnish the PROVIDER with a background release form (Exhibit "B"), which must be completed and executed by and for all of the provider's counselors, coaches, volunteers, subcontractors, employees or any other individuals that will come in contact with a child, and background checks will be completed at the PROVIDER's sole expense. A Consent and Release Form to conduct a criminal background must be executed by any of PROVIDER's employees or any individual who will come in contact with a child at the CITY through PROVIDER or at PROVIDER's direction, such form authorizing the CITY to conduct a search of each such individual's criminal background. The result of such inquiry may be deemed acceptable by the CITY in its sole and complete discretion, and the CITY may reject any individual from participating in any program based upon such results. If the PROVIDER has recently had a background screening conducted by another agency, the CITY, at its sole discretion, may accept that background screening and waive the requirement of a new background screening. PROVIDER and its employees must also execute a Waiver and Release of Liability holding the CITY and FULTON COUNTY BOARD OF EDUCATION harmless. 1.18 It is the responsibility of the PROVIDER to ensure that 100% of their coaches and volunteers complete all legally mandated reporter training programs before being permitted to volunteer or coach. 1.19 The CITY shall require all participants in all programs to sign a Waiver and Release of Liability. 1.20 The PROVIDER shall only use the facilities identified by the CITY, and such use shall be limited to CITY designated activities. 1.21 The PROVIDER shall not sublet any CITY facilities to any entity. 1.22 The PROVIDER agrees that it will provide the City with a database in an Excel format of the email addresses of the families of all of the participants in the program. This database will be used for the purpose of the City conducting an end of season quality survey. The City will share the results with the Organization. The organization must maintain a favorable quality rating in 75% of the survey responses. Failure to achieve the desired quality ratings will result in an administrative review of the program and Organization. 1.23 The PROVIDER agrees to continually strive to grow the program(s) it is operating. For the facilities provided, the ideal number of participants is identified below. Organizations shall strive to grow to the ideal capacity and maintain that level of participation. Failure to reach the ideal capacity or a decline in the registration will result in an administrative review of the program and Organization. Ideal Capacity: 20 kids participating Previous Season Participation: New Program Growth Goal for This Season: I 1.24 The Organization is permitted multiple advanced level (non -recreation level) teams provided that no advanced level team displaces a single recreation -level participant or team and the advanced level teams must be made up of at least 50% City of Milton and City of Alpharetta residents. Tryouts must be open to all, advertised in the appropriate media for the sport involved and must be verified by the City GIS database prior to formation. ARTICLE 2.0 2.1 All program materials and equipment needed or pertaining to the above stated programs will be provided by the PROVIDER at his/her own cost and expense. However, PROVIDER may require participants to obtain certain materials required in the programs by providing a list of such materials (with approximate costs) to the participants. If PROVIDER makes such materials available to participants, they must be sold at PROVIDER's cost. All equipment provided by the PROVIDER shall be used in strict accordance with equipment manufacturer's instructions and in accordance with all applicable laws. PROVIDER shall coordinate storage of equipment with the principal of the school located at the facility, if applicable. 2.2 The sale of merchandise is restricted to those materials utilized in and for the programs, with the exception of fundraising activities, in which other appropriate items such as gifts and food/drink may be sold. Fundraising activities conducted by the PROVIDER will be permitted. The PROVIDER shall obtain the CITY's approval of any fundraising activities and sale of merchandise prior to its distribution or sale. 2.3 The CITY will provide no storage space to the PROVIDER, unless otherwise mutually agreed upon in a separate written agreement. 2.4 Any supplies or equipment left at the facility will be the responsibility of the PROVIDER. The CITY will not be responsible for any lost, stolen, or broken equipment or supplies. 2.5 The PROVIDER shall inspect the premises and equipment offered to him/her for his/her proposed activity, and if he or she finds anything wrong with the premises or equipment before each program commences that cannot be corrected immediately by the DEPARTMENT, the program shall be cancelled and the matter reported to the DEPARTMENT for correction. If the PROVIDER elects to hold his/her programs in the facility provided, it will be presumed that the PROVIDER has inspected the premises and facilities and equipment provided for such programs and has accepted same as being safe and suitable for the use intended. ARTICLE 3.0 Program Size Minimums: 3.1 ACTIVE: Program sizes shall meet the minimum numbers of participants for each program as designated in Exhibit "A." ARTICLE 4.0 4.1 In consideration of the City authorizing the PROVIDER to furnish the services described herein and to keep a portion of the revenues obtained from furnishing such services (as provided herein), the PROVIDER agrees to furnish the services pursuant to the terms of this ILI Agreement, including but not limited to the releases and indemnities contained herein. Further, the CITY shall be entitled to a commission consisting of 15% of the registration fees paid by all program participants to the PROVIDER. In consideration for providing the services described herein, the PROVIDER shall be entitled to 85% of such fees paid, exclusive of the 50% non-resident surcharge described in Section 1.4. The 50% non-resident surcharge (capped at a maximum of $90.00) is fully payable to the CITY and shall not be included in PROVIDER's gross income calculation. PROVIDER shall be entitled to retain all non -registration fees paid by participants to PROVIDER, i.e. PROVIDER membership fees and costs for uniforms and pictures to participants. 4.2 The PROVIDER agrees to provide the CITY with schedules of fees to be charged to participants in conformance with Exhibit "A" and to collect all fees from participants. The PROVIDER will submit a completed registration report, in the format designated by the CITY, to the CITY within two weeks of the close of registration for each program. The CITY will check for residency verification and then send the PROVIDER an invoice, including supporting documentation, for the total amount due to the CITY. Each payment by PROVIDER to City will include the registration commission and all non-resident surcharge fees. Payments will be made to the CITY within fifteen (15) business days of PROVIDER's receipt of each invoice. 4.3 It is the responsibility of the PROVIDER to pay all applicable local, state, and federal taxes associated with this Agreement, and to acquire and pay for all necessary permits, licenses, and insurance required for the execution of this Agreement. ARTICLE 5.0 5.1 This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the PROVIDER is an independent contractor under this Agreement and not a CITY employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, The State Workers Compensation Act, and the State unemployment insurance law. The PROVIDER shall retain sole and absolute discretion in the judgment of the manner and means of carrying out PROVIDER's activities and responsibilities hereunder. The PROVIDER agrees that it is a separate and independent enterprise from the CITY, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work required hereunder. This Agreement shall not be construed as creating any joint employment relationship between the PROVIDER and the CITY and the CITY will not be liable for any obligation incurred by PROVIDER, including but not limited to unpaid minimum wages or overtime premiums. 5.2 PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the PROVIDER to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 6.0 Insurance 6.1 City shall not have any insurance obligations related to this Agreement, and PROVIDER shall not provide any service until all insurance required under this paragraph has been obtained and approved by the CITY. 6.2 Certificates of Insurance. Certificates of Insurance reflecting evidence of the required insurance shall be filed with the CITY prior to the commencement of this Agreement. The Certificates of Insurance and endorsements for each policy are to be issued by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. Further, the PROVIDER shall provide complete certified copies of current insurance policy(ies) and/or a certified letter from insurance company(ies) if requested by the City. These Certificates of Insurance provided shall contain a provision that coverages afforded under these policies will not be cancelled until at least forty- five days (45) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Georgia. Financial Ratings must be not less than "A -VI" in the latest edition of "Best Key Rating Guide", published by A.M. Best Guide. 6.3 Insurance shall be in force until the obligations required to be fulfilled under the terms of the Agreement are satisfied. In the event the insurance certificate provided indicated that the insurance shall terminate and lapse during the period of this Agreement, then in that event, the PROVIDER shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement and extension thereunder is in effect. The PROVIDER shall not provide any service pursuant to this Agreement unless all required insurance remains in full force and effect. 6.4 Commercial General Liability insurance must be maintained for comprehensive coverage including for bodily injury and personal injury, sickness, disease and death, and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: $1,000,000 Combined Single Limit - each occurrence $2,000,000 Combined Single Limit - general aggregate $1,000,000 Personal Injury $1,000,000 Products/Completed Operations Aggregate PROVIDER shall have its insurer name the City of MILTON as an additional insured on its General Liability policy. PROVIDER shall also have its insurer name the FULTON COUNTY BOARD OF EDUCATION as an additional insured on its General Liability policy. 6.5 Worker's Compensation insurance shall be maintained during the life of this Agreement to comply with the statutory limits for all employees, and in the case any work is sublet, the PROVIDER shall require the subcontractor(s) similarly provide Workers Compensation Insurance for all the latter's employees unless and until such employees are covered by the protection afforded by the PROVIDER. The PROVIDER and his subcontractors shall maintain during the life of this Agreement Employers Liability Insurance. The following limits must be maintained: A. Workers Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease -policy limit $100,000 Disease -each employee If PROVIDER or its subcontractor claims to be exempt from this requirement, PROVIDER shall provide CITY proof of such exemption; provided that CITY may reject such claim, and CITY's acceptance of such claim shall not affect this obligation should claim of exemption be determined inaccurate or false. 6.6 PROVIDER shall also maintain Directors and Officers insurance with limits of at least $500,000.00, in a policy separate from the Commercial General Liability insurance policy. Areas of coverage must include allegations of: wrongful termination; failure to hire or promote; discrimination, including sexual harassment; failure to accommodate disabilities; and claims alleging mental anguish and emotional distress. Claims -made coverage must cover the preceding six years or the length of time the Association has been operating in the City, whichever is less. The policy must include the City as an additional insured.. 6.7 PROVIDER shall include all subcontractors as insureds under its policies or shall ensure each subcontractor complies with the insurance requirements provided herein, including but not limited to naming the CITY as an additional insured. ARTICLE 7.0 Amu "wo-morm 7.1 After a two (2) month trial period, the programs will be evaluated by the DEPARTMENT, and the remainder of this Agreement will either be terminated or continue in full force and effect. If at any time after the two (2) month evaluation, program enrollment should fall below the required minimum, the PROVIDER will be allotted four (4) weeks to bring enrollment up to the required minimum. The programs will be reevaluated at the close of this four (4) week period, at which time the CITY may terminate this Agreement if the requirements herein have not been met or the CITY is otherwise unsatisfied with the program in its sole discretion. 7.2 The term of this Agreement shall commence upon the date of execution hereof and shall remain in effect until December 31, 2018, unless terminated sooner as provided in this Article. Renewal of this Agreement beyond said term shall require the mutual written agreement of the CITY and PROVIDER. 7.3 PROVIDER's violation of any term set forth in this Agreement may result in termination of this Agreement by written notice. This Agreement may also be terminated by the CITY for convenience and at the sole and exclusive discretion of the CITY upon giving of at least thirty (30) days prior written notice of termination to the PROVIDER at the PROVIDER's address set forth herein. This Agreement may be terminated by the City immediately by written notice to PROVIDER upon any willful, reckless, or grossly negligent act or omission by PROVIDER or any of its officers, agents, employees, or volunteers. 7.4 This Agreement may be terminated by PROVIDER upon giving at least thirty (30) days written notice of termination to the CITY. 7 7.5 PROVIDER must notify the DEPARTMENT in writing of any program cancellations at least ten (10) business days prior to the scheduled cancellation. 7.6 CITY reserves the right to cancel or reschedule any of the PROVIDER's programs in the case of scheduling conflicts or other emergencies, as determined by the DEPARTMENT. 7.7 Upon termination or expiration of this Agreement, PROVIDER shall provide payment to the CITY of any commission or surcharge due up to the termination date. 7.8 The rights and remedies of the CITY and PROVIDER provided under this Article 7 are in addition to any other rights and remedies provided under this Agreement or at law or in equity. 8.1 PROVIDER covenants and agrees to take and assume all responsibility for the services provided in connection with this Agreement. PROVIDER shall defend, indemnify and hold harmless the CITY and the FULTON COUNTY BOARD OF EDUCATION, and the CITY and FULTON COUNTY BOARD OF EDUCATION's trustees, elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents and volunteers (individually an "Indemnified Party" and collectively the "Indemnified Parties") from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney's fees, paralegal fees, and costs of defense ("Liabilities"), which may arise from or be the result of alleged willful, negligent or tortious conduct arising out of the performance of services described herein, or operations by the PROVIDER, any subcontractor, anyone directly or indirectly employed by the PROVIDER or subcontractor or anyone for whose acts the PROVIDER or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an Indemnified Party by any employee of the PROVIDER, its subcontractor, anyone directly or indirectly employed by the PROVIDER or subcontractor or anyone for whose acts the PROVIDER or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the PROVIDER or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 8.2 The Parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the PROVIDER's responsibility to indemnify. ARTICLE 9.0 Americans with Disabilities Act 9.1 PROVIDER shall not discriminate against any person in its operation and activities in its use or expenditure of the funds or any portion of the funds provided by this Agreement and shall affirmatively comply with all applicable provisions of the Americans With Disabilities Act 3 ("ADA"), in the programs while providing any services funded in whole or in part by the CITY, including Titles I and II of the ADA and all applicable regulations, guidelines, and standards. 9.2 PROVIDER's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for delivery of service. ARTICLE 10.0 Miscellaneous 10.1 No modification, amendment, or alteration of the terms and conditions contained shall be effective unless contained in a written document executed by each party with the same formality and equal dignity herewith. 10.2 This Agreement is not transferable or assignable, and PROVIDER agrees not to delegate, transfer or assign the performance of any services called for in the Agreement without prior express written consent from the CITY. As to any approved subcontractors, the PROVIDER shall be solely responsible for reimbursing them, and the CITY shall have no obligation to them. 10.3 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 10.4 The PROVIDER shall pay reasonable attorney's fees to the City should the City be required to incur attorney's fees in enforcing the provisions of this Agreement. 10.5 Time is of the essence of this Agreement. 10.6 The individual executing this Agreement on behalf of PROVIDER agrees and represents that he is authorized to execute this Agreement on behalf of the respective entity and has obtained all necessary approvals to execute and bind PROVIDER to the terms of this Agreement. Accordingly, the City and PROVIDER both waive and release any right to contest the enforceability of this Agreement based upon the execution and/or approval thereof. 10.7 Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the PROVIDER agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, PROVIDER agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under this Agreement. 10.8 Books, records, documents, account ledgers, data bases, and similar materials relating to the services performed under this Agreement ("Records") shall be established and maintained by PROVIDER in accordance with requirements prescribed by the CITY and applicable law. Upon request, the PROVIDER shall furnish to the CITY any and all Records 9 related to matters covered by this Agreement in the form requested by the CITY. The PROVIDER will permit the CITY or CITY's representatives) to audit, examine, and make excerpts or transcripts from such Records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and/or data relating to all matters covered by this Agreement. All communications relating to the day-to-day activities of the program shall be exchanged between TOM MCKLVEEN for the CITY and Erin Davis for the PROVIDER. All other notices, requests, demands, writings, or correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the address given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith: NOTICE TO THE CITY shall be sent to: Jim Cregge Parks and Recreation Director, City of Milton 2006 Heritage Walk Milton, GA 30004 NOTICE TO THE PROVIDER shall be sent to: Erin Davis Davis Educational Services, LLC dba Challenge Island 3840 Pleasant Woods Drive Cumming GA 30028 10.10 No failure by the CITY to enforce any right or power granted under this Agreement, or to insist upon strict compliance by PROVIDER with this Agreement, and no custom or practice of the CITY at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the CITY's right to demand exact and strict compliance by PROVIDER with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. 10.1 1 Pursuant to O.C.G.A. § 13-10-91, the CITY shall not enter into a contract for the physical performance of services unless the PROVIDER shall provide evidence on CITY -provided forms, attached hereto as Exhibits "C" and "D" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and PROVIDER's subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E - Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. The PROVIDER hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "C", and submitted such affidavit to CITY. Further, PROVIDER hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the PROVIDER employs or contracts with any subcontractor(s) in connection with the covered contract, the PROVIDER agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "D", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit. If a subcontractor affidavit is obtained, PROVIDER agrees to provide a completed copy to the CITY within five (5) business days of receipt from any subcontractor. PROVIDER agrees that the employee -number category designated below is applicable to the PROVIDER. 500 or more employees. 100 or more employees. X Fewer than 100 employees. PROVIDER hereby agrees that, in the event PROVIDER employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the PROVIDER will secure from the subcontractors) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law, and shall be construed to be in conformity with those laws. 10.12 PROVIDER represents that it has reviewed and become familiar with this Agreement and has notified the CITY of any discrepancies, conflicts or errors herein. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the event of a conflict as to the duties and responsibilities of the Parties under this Agreement, this Agreement shall govern over any Exhibit, and the Exhibits shall govern in the order attached hereto. 10.13 Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties, provided that no Party may assign this Agreement without prior written approval of the other Party. 10.14 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia, and PROVIDER submits to the jurisdiction and venue of such court. 10. 15 Should any article(s) or section(s) of this Agreement, or any port thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder, of this Agreement shall remain in full force and effect to the extent possible, as the Parties declare they would have agreed to the remaining parts of this Agreement if they had known that the severed provisions or portions thereof would be determined illegol, invalid or unenforceable. 10,16 Neither the CITY nor PROVIDER shall be liable for its respective non -negligent or non - willful failure to perform or shall be deemed in default with I o respect hefoiuretop o P I I perforin tor cure a failure to perform) any at "Its respective duties or obligations under this Agreement or for any delay in such performance due to: (a) any cause beyond its respective reasonoUe control; (b) any act of God, (cl any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible: fdj earthquake, fire, explosion or flood; fe) strike or labor dispute, excluding strikes or labor disputes by employees ondlor agents of PROVIDER, If) delay or failure to Oct by any governmental or military authority,, or [g) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equol to the period Of delay caused by such acts, and all other obligations shall remain intact. IN WITNESS OF THE FOREGOING, the Padres have set their nanos and seat The day and year first 'written above. ATTEST: Print: Its'. (Assistaw�-C-orporate Secretary -- (required If corporation] CITY: BY: JOE LOCKWOOD- At dk YQ2 Print: k -r-, ri vl� its: (circle one) President/Vice President (Corporation) ip/Lirriiied Partnership) [CORPORATE SEAL) (required it corporation ON EXHIBIT "A" [INSERT SCOPE OF WORK (INCLUDING BUT NOT Li ITE® TO FEES, SCHEDULE INFORMATION, AND MINIMUM NUMBER OF PARTICIPANTS)] 13 'MMILCL CONTRAMOR AFFIDAVIT AND AGREEMENT =Z016 J T By executing this affidavit, the oruiefsigned contractof verifies. its compliance with O.C.G,A, § 13-10-91, vesting offinmotively, that tile individual, *m, or corporation which "$ engaged in the physical perWirnance of services on twhaff of the City of milion has fagistered with, is oven-orized to use and uses Wie, federal work, out hotizolion ptogram commonly known as E - Verify, or any subsequent replacement program, in accordance with the opplicap* provisions ona deadlines eslaVished in O.C.G.K § t3-]0.91. Fvirtheanofe, the undersigned contractor will continue to vw the federal woW, aullnodzafi�in program tWoughoW the contract period and the undersigned contractor will contract for the physical performance of Services in satisfaction of such contract ons�y with sumonlraclors who present an affidavit to the contractor with the information reqjireci ty O.C.G,A. § 1.3-10-91 JbJ, Contfactor hereby attests that its fe0eral work authcfiz9tion user kUnlificalion number ar)d date of authofizotion artii as fobDws: eVenfy NvrrZw Date ofAuthorization Name of Contractor Name of Project Nome of Public Employer t5 !, hereby declare tinder penalty of pejury that Ine forego4ng is true, and correct. ExecutQ0 <0 2Sf in &M—M, Sign Ive of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE D AY NOTARY PUBLIC IN07ARY SEAL] my Carrimission Expires., SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this officlovil, the undersignea subconirociot Vefifi&S AS CoMplionCe Vvith O,C.GA § 13-10-91, Voting atfirmotively that the individual, Finn of corporation which is engaged in the pny!ical p2dotmoace of tvices unman o. contfact with an behalf of Ine City of rViiiian has regisiet eo with. is aWhorizecl to use and uses the feawol work authorization program commorgy known as F -verify, or my 5obsequent feplocerywit pWam, in occwdance Wiin the appricobte provisions and deadfines, eitaoishod in O.C.G-A, § 13-10.91, Funhermore. the undersigned subcontractot will coni;nve to use the federel work avinotization p4roTarn ftwough"t the contract peflod. and the undersigned sa enlror_lor will contract fat the physical pefformance of sffvices in satisfaction of such contract only with sub- SL&'contraclors Who present On affidavit to the iubcantracior vaith the information rerltmed by O.C,G.A, § 13-10-911b), Addifionolly, the tinostsigned suriconlraclor wih forward nof3ce of the receipt of an affictovit from a sub -subcontractor to the ContraCtoi within five J5) business days of receipt- If the undersigned subcontractor receives nolim that a 5ob- subcontractor nos received an affidavit from onv 01hW cbritraclW sub-wbcOnlroclor. this %in,clersigned subcontractor' r. for oro. within five I[S) business days of receipt, a copy of the notice to the contractor Su0conlractor hefeby offesIs that its federal wo(k outh wizallon. user identificaVon nvrnow or,d date of a0horization are as follows, eVeirify Number Clate of Autholiaction, Name of Contractor Name Of PrOIOCI Name of Peibfic Employer I hereby deckvv, under penally of perjury Ihqt the foregoing is true and correct. Execulact o - n Aku 1 15_ 20?,Y in GA jstatL -6f—ficer o_rTgwr'lt -D'IVI-s ,.fit lei- M4AJer Primed Name and Title of Authorized Officer or Agen, SUBSCRIBED AND SWORN BEFORE ME ON TH6 THE -DAY OF ,201 i. NOTARY PUBLIC INOIARY SEAL] my Commission Expies"_ a ACC>R CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 03/21/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. CONTACT NAME: PHCNNo, Ext): (888) 202-3007 FAX No), ADDRESS: contact@hiscox.com 520 Madison Avenue INSURER(S) AFFORDING COVERAGE NAIC # 32nd Floor INSURER A: Hiscox Insurance Company Inc 10200 New York, NY 10022 INSURED INSURER B: INSURERC: Davis Educational Services, LLC dba Challenge Island INSURERD: 3840 Pleasant Woods Dr. INSURER E: INSURER F: Cumming GA 30028 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lLT R LTR TYPE OF INSURANCE ADSL SUBR POLICY NUMBER EFF MM/DD/YYVY MLICY M/DD/ EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR UDC -1745117 -CGL -18 05/05/2018 05/05/2019 EACH OCCURRENCE s 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- JECT LOC OTHER: GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ S/T Gen. Agg. $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON --OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT s Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLALIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE w ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD TO: FROM: 'M !. LTO i\1"114 ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 25, 2018 Steven Krokoff, City Manager AGENDA ITEM: Approval of a Preconstruction Services Agreement between the City of Milton and New South Construction Company, LLC to Provide Preconstruction Services for the Proposed Court/Police and Fire Facilities on State Highway 9. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (�✓PPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (.Y'YES () NO CITY ATTORNEY REVIEW REQUIRED: (�ES () NO APPROVAL BY CITY ATTORNEY: (,�IA PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: Co(3' ;c'6 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Carter Lucas, PE - Assistant City Manager Date: Submitted on May 25, 2018 for the June 4, 2018 Regular Council Meeting Agenda Item: Approval of a Preconstruction Services Agreement between the City of Milton and New South Construction Company, LLC to Provide Preconstruction Services for the Proposed Court/Police and Fire Facilities on State Highway 9 _____________________________________________________________________________________ Project Description: New South Construction Company, LLC has been selected to construct the proposed court/police and fire facilities located on State Highway 9 through our standard procurement practices. One of their roles as the construction manager is to assist the design team with the development of final construction documents by providing contractor input early in the design process to help improve project schedules and costs. This preconstruction contract is the precursor to the final construction contract which will be presented at a future date. Staff is recommending approval of the preconstruction services agreement with New South Construction Company, LLC in an amount of $50,000. Procurement Summary: Purchasing method used: RFP Account Number: 300-1565-541300100 Requisition Total: $ 50,000 Vendor DBA: New South Construction Company, LLC Financial Review: Bernadette Harvill, May 25, 2018 Legal Review: Sam VanVolkenburgh, Jarrard & Davis, LLP (May 7, 2018) Attachment(s): Preconstruction Services Agreement MILTON"It S PRECONSTRUCTION SERVICES AGREEMENT CITY OF MILTON COURTIPOLICE AND FIRE FACILITIES This Agreement made and entered into this day of , in the year 2018, by and between The City of Milton, Georgia (sometimes referred to herein as the "City"), having its principal place of business at 2006 Heritage Walk, Milton GA 30004 and New South Construction Company, LLC. (sometimes referred to herein as '"CM/GC") having its principal place of business at 1132 West Peachtree Street, Atlanta, Georgia 30309. WHEREAS, the City issued a Request for Proposals (1$-PW04) to provide construction management services for the construction of the Milton Court/Police and Fire Facilities; and WHEREAS, based upon CM/GC's proposal to provide these services as required by the bid documents, the City has selected CM/GC as the most qualified proposer, and WHEREAS, CM/GC has agreed to perform such work as set forth in this Agreement, according to the terms and conditions provided in this Agreement; and WHEREAS, CM/GC has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, with all local conditions and federal, state and local laws, ordinances, rules and regulations in any manner that may affect cost, progress or performance of work, and CM/GC is aware that he must be licensed to do business in the State of Georgia. NOW THEREFORE, the City and CM/GC, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: 1.0 Contract Documents This Agreement and the following named Exhibits, attached hereto and/or incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A SCOPE OF WORK EXHIBIT B.1 REQUEST FOR PROPOSALS [Incorporated by Reference] EXHIBIT B.2 RESPONSE TO BID/FEE SCHEDULE EXHIBIT C INSURANCE CERTIFICATE EXHIBIT D CONSULTANT AFFIDAVIT EXHIBIT E SUBCONSULTANT AFFIDAVIT 2.0 Scope of Work; Compensation ?.l The Cltf.'GC agrees to pro\-ide all Services specified in Exhibit "A" {hereiiiafter, the `fork"). No payments will. be made for unauthorized work. Invoices should he submitted to Honor Motes,. 20QG Heritage Walk, Milton GA 30004, for approval. Payment will be sent to the designated.address by U. S. Mail ordy, payment will not be hand-deliv,cred. 2.2 City agrees to pay C i%ti`GC for the set \,ices perforined upon the City's certification that the sei�.,ices were actually performed in accordance with this Agreement. Compensation for services performed shall be paid to C N4/GC: upon the City's receipt and approval of an invoice, submitted upon completion.of the Work. ItiVoices shall :be submitted .on. a monthly basis, and: such ..invoices shall reflect charges incurred verstis charges budgeted. The total amount paid under this Agreement ivr the Work, shall be the flat fee of $50.000. except where additional work may be aiztltorized Iry the City as outlined. hi this section. 2.3 CNVGC -shall take no calculated risk ii -i the performance of the Work, Specifically n C: Nfi(3C` agrees that in the event it cartnot perforin tlae .Work within the budgetary limitations established without disregarding sound. principles of CNVGC's industry, CiN'L`GC will _give xx°rit€en notice thereof immediately to the City. 2A The Cit`- reserves the right to order changes in the Work to be performed under this Agreement by altering, addiDg to, or deducthig from the. «cork. All. such changes shall be incorporated in written. change orders executed by the CM./GC and the City. Such change. orders shall specify the changes ordered and any necessary adjustiftent: of compensation and completion fire. if the parties cannot reach an agreement on the terms for performing the changed work, Nvithui a reasonable. time to avoid delay or other unfav-orable impacts as determined by the City in its sole discretion, the City shallhave the right. to determine reasonable terms and the CNI GC shall proceed with the changed work. ? Ally work added to the scope of this Agreemer t by a change order shall be executed tender alt the applicable contentions of this Agreement. -No claire for additional compensation or extension oftime.shall be rc:cog4ized, unless contained iiia written change order duly e ecuted on behalf of the City and the CNI'0( 2.6 The City Manager has authority to execute. without further action of the Milton City Council. anv nuimber .of change ordas so.. long as their total effect does not materially atter the terms.of this Agreement or inaterially increase the total amount to be paid under this Agreement, Any such change orders ittaterially altering the. terms of this Agreement or I creasing the total arnount to be paid under this Agareeinent in excess. of $50,000... must be approved by resolution of the Milton City Council.. 2.7 Bob Buscemi shall be authorized. to act on alae City's behalf xith respect to the Work as the City's designated representative. 2.8 CMIGC shall perform all Work in accordance with applicable federal, state, and local laws, regulations, codes, and ordinances, including but not limited to any applicable records retention requirements and Georgia's Open Records Act (O.C.G.A. § 50-18-71, et seq.). 3.0 Independent Contractor AW4 _54W -f S// �� it few— V 3.1. shall be authorized to act on Contractor's behalf with respect to the Work as Co tractor's designated representative. 3.2 The CMIGC is an independent Contractor. The CMIGC is not an employee, agent or representative of the City of Milton. The CMIGC shall obtain and maintain, at the CM/GC's expense, all pelt -nits. license or approvals that may be necessary for the performance of the services. 3.3 Inasmuch as the City of Milton and the CMIGC are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. The CMIGC agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the CMIGC to do so, unless specifically authorized, in advance and in writing. to do so, and then only for the limited purpose stated irn such authorization. The CMIGC shall assume full liability for any contracts or agreements the CMIGC enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 4.0 Indemnification The CMIGC covenants and agrees to take and assume all responsibility for the services rendered in corulection with this Agreement. The CMIGC shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. CMIGC shall indemnify and hold harmless the City and the City's elected and appointed officials, officers, boards, commissions, employees, representatives, consultants. servants,, agents, attorneys and volunteers from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including, but not limited to, attorney's fees and costs of defense, to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the CMIGC or other persons employed or utilized by the CMIGC in performance under this Agreement. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which Would otherwise exist as to any party or person described in this provision. In any and all claims against the City or any of its agents or employees, by any employee of the CMIGC, any sub -consultant, anyone directly or indirectly employed by the CMIGC or sub - consultant or anyone for whose acts the CMIGC or sub -consultant may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CMIGC or any sub -consultant under workers" or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 7.0 Insurance (1) () (3). t43 Rec�Ldre meats: The CM/GC shall have and mainta6i in fitll force and effect for the duration: of this Agreement, uisurance insui Ing against claims for injuries to persons or damages to property w4iich may arise from or in coiuiectinn with the performance of: the Gy ork by the CM -.'GC, its agents, representatives. employees or sub -consultants, All. policies shall be subject.to; approval by. the City Attorney to form and content. These requirements. are subject to amendment or waiver if so approved in. ivriting by the (ty. Manager. Minimull'i Limits of Insurance: CN /CIC shall maintain htiiits ino less than: {a) Con-miercial General Liability of.Sl.,00.0,000 combined single limit per occurrence for bodily and personal injury. sickness, disease or death, injury to or destruction of property, including loss of Lyse resulting there from. If a ger ei'al aggr'e ate limit applies, the general aggregate limit shall be at least mice the required occurrence limit. (b) Comprohensive Automobile Liability (owned, non-o«'ned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, ivijtuy to or destruction of property, including.loss:of use resulting there from. (c) Professional Liability of $t,000,000 limit for claims.. arising out of. professional seivices causedby the CN1'GC's errors, omissions; ornegli-gent acts. (d) Workers' Compensation limits a5 required by the Skate of Georgia and employers Liability limits of S1,000,000 per accident. Deductibles and Self -Insured Retentions: Any.deductibles or self-M.sured retentions uiust be declared to and approved by the City. Other Insurance Provisions: The policy is to contain, pr,be endorsed to contaitl, the following.prgvisions: (a') General Liability and Automobile Liability Coverage. M (i) The City, its ofi:tcials, employees, agents and volunteers are to be covered as insured as respects: liab.rlit-y- arising out of activities perforated by.or on. behalf of the CIM; GC products and completed operations of'the CNVGC, premises owdied, leased, or used by the CIA/GC; automobiles owned, leased, hired, or borrowed by the CT\-VGC. The coverage small contain ito special lirnitations (riot including industry standard limitations and exclusions) On the scope ofprotectioti afforded to the City, its officials,. agents or volunteers. (ii) The C1VL`GC's insurance coVerage shall be primary noncontributing [ttst€rance as respects to any other insurance ar self insurance available to the City, its officials, employees. agents or volunteers. Any insurance or self-insurance maintained by the City, its offlcia6, employees or volunteers shall be excess of the CtiL`GC's insurance aid .shall not contribute with it. (iii) Ariy failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. civ) Coverage sliall state that the. C"lV.ir'GC's insurance shall apply separately° to ertcl1 insured against whoin claim is glade or suitis brought, except .with respect to the limits of the insurer's liability. (v) Coverage shall be provided on.a "pay on behalf' basis, with defense costs payable in addition to policy lialits to the extent that such defense costs are covered by the policy. There shall be no cross liability exclusion. NO The insurer agrees to waive all rights of subrogation against the City, its officials, eniployees, agents acid volunteers for losses arising from work performed by the C'1VVGC f:tbr the City. (vii) All endorsements to policies shall be execute(f by an autborized representative of the insurer. (.b) Workers' Com ensation.CoveraLe. The insurer will. agree to waive all. rights .cif subrogation against the City, its officials, employees, agents and volunteers for losses arising.from work performed by the C,\ GC for the Cite. (c) All Coverages. 5. (5) (6) (7) {S} (9) (i} Ifhiglter limits are maintained by Consultant than shoNNM above, the Citv shall be entitled to coverage for any additional ilisuiluice proceeds in excess of the specified minlinum lialits maintained by the coitsultaitt. (ii) Policies shall have concurrent starting and ending dates. Acceptability of Listlrt I's: Insurance is to be placed with insurer's with in A. -M. Bests' rating:of no les,, than A: VII.. Verification of Coven e: CMS GC shall furnish the City with certificates Of iDsutance acid endorsements to the: policies evidencing covei.age required by this clause prior to the. stats of work. The cettifrcates of insurance and endorsements. for each insurance policy are to be signed by a person authorized by that i surer to bind. coverage on its behalf. The certificate of iiisui'aitce and ends}rsemei�ts. shall be on a fonts utilized by CM/GC's insurer in its nor ial course of business and shall be received and appro-Yed by the Cityprior to execution of this Agrmnetit by the City. The City reserves the right. to require complete, certified copies of all required insurance policies, at any time. The CNtrGC shall provide proof trait any expiring coverage has been renewed or replaced at least tw.o Q.) weeks prior to the expiration of the coverage.. Sul} -consultants: CM/GC shall include all sub -consultants as insured under its policies :or shall. ftu-nish separate certificates and endorsements for each sub -consultant. All. coverage for sub-corsultants shall be subject`to all of the requirements stated in this. Agreentent,. including but not.linuted to. naming the parties as additional insured. Claiins-Made Policies: CM 'GC shall extend any claims7i ade Insurance policy for at. least. six (6) years. after termination or final payment under- the Agreement, whi6ever is later, Citv as Additional Insured and Loss Payee: The. City shall be named as an additional 'insured on all policies. required, by ibis Agreement, except for Professional liability. (10) Consultant's Brit 3 to ProvideNotice of Reduction in Coverage: Clli MGC shall provide NNTitten notice to City at. least thirty (3i7} days prior to any reduction, suspension, voiding, or cancellation of coverage. CM."CiC shall require the same notice to.the City in all subcontractor contracts. 6,0 Term; Termination The tens}. of this Agreement shrill be from the data shown of the first page of this Agreement and shall terrninate upon completion of and fail payjnent for the Work. but in no. event shall the term of this Agreement extcnd beyond December 31, 2018. Because the term. of this Agreement will not continue beyond the calendar year In %vhich this Agreement is executed, the parties agree fliat this Agreement. is not a tnuitimyear purchasing contract Contemplated tinder C)_C.G.A. y 36-60-13. All sections: of this Agreement which by their nature should sut�;'ive termination will suneive termination, including, without limitation, insurance maintenance requirements. Except as ctthen ise prop Eder: for iii Exhibit "A", #lie City may terminate this : geelltent upon a breach of any provision of this Agreement by CM/GC and CNUGC's subsequent failure to cure. such breach within fifteen { l J} days of receipt from the City of %a -,N`rltten notice of the bleach. TO Compliance with All Laws and Licenses. The C.%VGC must obtain all necessary licenses wid comply with local, state acid federal requirements. The CM/GC shall comply with all laws, rules and regulations of any governtrtental entity pertaining to its: perforinance under this Agre&nent. ..0 Assignment The CM GC shall not assigil. or subcontract die. whole or any part of this Agreement Without the City of Milton's prior written consent. 9.0 Amendments in. Writing ' a atllelldtllent to this AY recnletit shall be effective sillless it is ill writing acid siggried by duty authorized representatives of the parties. 10.11 Expertise of C-INUGC CM/GC accepts the relationship of trust and confidence established. between it .and the City,. recognizing that tie City's intention...and purpose in entering tllto this Agreement is to eli age an entity with the requisite capacity; experience, and professional skill and judgment to provide the. services in pursuit of the timely and competent completion of the Work. undertaken by CM."GC under tliis Agreenlent. To accomplish City's objectives, the. City intends to employ a team concept in connection with the development of Construction Documents alld constriction. of rile Project. The basic roles $lid general respollsibilitie"; of te.un meniber-s are set. forth. in general in the Scope of Services but are more hilly set forth in die-Desigll Professiorial Contract (a copy of which has been provided to C iV;! CC.y with respect to the DesiLgn Pratessional t Coopor Cary; Inc.). and in this A4rree nient with W respect to the `CM/GC . All references 10 the "Architect" in the RET aTc to the Design Profi6sional referenced herein. The City and the CM/GC aL gee to proceed with the Project on the basis. of trust,..good. faith, and fair dealing, to cooperate fully witIr each other and shall do all things reasonably necessary to perform this Agreement in an economical and tirnel_y manner, Including without limitation, consideration of design rnoditicati ns and altemat've materials or equipment, if considered ttecessary or conN�ettient by the City. The City shall endeavorto proinote harrony anti cooperation among the City, Design Professional,. the CM/GC €and other persons or entities employed by the City for the Pro j ect. [ LO Gove. rnincr.Lary' This Asgrecment shall he governed in all.respects by the. laws of the State of Georgia 12.0 1[nterpretation of Documents in the event of a conflict, the rain body of this Agreement ,,hall control, follo-wed by the other contract documents in the:o der listed in. Section 1.0. Wit 11 respect to conflicts relatnlg to the Scope of k ork, see Scope. of Work Section 6.5. 13.0 Entire Agreement This A.i4reernent constitutes the entire Agreement between. the parties with respect to the strl?ject matter contained herein; all prior agreeincnts; representations, stLacnients, negotiations,.. arid undei-takittgs are suspended Hereby. 'either party has relied on any represemation, promisc, nor inducement trot contained herein. 14.0 NN.Taiver of Agreement The C`ity'slaihu-e to enforce anyprovision of this Agreement or the waiver in a particular instance Shall not be. construed as a gerteral waiter of.anv future breach or de#ault. 15.0 Sovereign Immunity ?Nothing corttained itt this Agreement shall be construed to be a walver ref the C'ity's.sovereign immunity or any individual's qualified good faitli or official immunities. 16.0 Notices All other -notices, writings or correspondence as required by this Agreement shall. be iti writing and shall tie deenied rcceii-ed; acid sliall be effe:ctive;.,,vheai: { O personally delivered, or(2) on. the third flay after the postmark date wheti titalled by certified mail, postage pi paid, return receipt requested, or (3] upon actual delivery when sent via national overnight commercial. carrier to the parties at the addresses given below, unless a substitute address shall first be furnished to the other parties by 'written notice in accordance herewith - 1. tiQTICE TO THE. CITE' shall be. sent to: City Manager City of Milton 2000 heritage W ak Milton, Georgia 30004 NOTICE TO THE C1/GC shalI be sent to: New Soitth.C'anstruction 113? Nest Peachtree Strcet Atlanta; Georgia 30300 Attn: Huntly Gorden 17.0 leo Personal Liability No member, official or employee of the City shall be personally liable to the CM,IGC or any successor in interest in the event -of ally default or breach by the City tai- for any antount which ivay become due to fine CM/GC or successor .or on any obligation under the. tepees. of this Agreement.. Like,.A,ise. CM'GC's perf'onnance: of.services under this Agreement shall not subject `C1,VT9GC's individual employees, officers or directors to any personal liability. The parties agree. that their sale and exclusive remedy, Clalll7, dIllalld C3E' 531st 513a11 be CIII'ti:teLl andor asserted only against CM:"GC or the City; respectively, and not against alzy employee, officer, director, or elected or appointed official: 18.0 Employment of Unauthorized Aliens Prohibited (I) E-V,erifti- Affidavit It is the policy of the City of Milton that unauthorized aliens shall not be. employed to perform «=ork on City contracts involving the physical performance of scilfices. Therefore, the City shall not enter into a contract .for the physical performance of services within the State of Georgia unless: (.1) the CM/GC shill provide evidence on City -provided forms, attached hereto as Exhibits -D" and "E" (affidavits regarding compliance with the. E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to. C1.C.G.A. 4 l6- l0-71), that it and CM/GC's subcontractors have conducted a v'ficat'on. tender the federal Employment Eligibility Verification (" EEV°" or "E - Verify") program, of the social security numbers; or other identifying information now or hereafter accepted by the E-`' lIfy pl'Qgram, of .all employees who Nill perform work on the City contract to ensure that no unauthorized aliens Will be employed,. or 9 (� } the C'M:'GC' provides eVidence that it is not iegpired to provide an. affidavit because it is.liceiised pursuant.. to Title 26 or Title 43 or by the State. Bar. ofGeorgia and. is in good standing as of the date when the contract for set- =ices is to be ren.ieied. The CM/GC hereby verities that it has, prior to executing this. Agreement, executed a. aidtarized affidavit, t1�e fi�rtia cif tiillich is provided in. E�Iribit '01% and submitted such affidavit to .City or provided the City with. evidence that it is not required to provide such an affidavit because It i s Iicensed.and in.good standing as noted in subsection (2) above. Further, CNIiG.0 hereby agrees to cc7tnlplyvc itli the req tiictnetits of the federal Inamigiation .Reforn-1:ai d Control .Act of 1980 (IRCM, P.L. 99-643, 0.C.GA.. � 13-1.4-91 and Rule 300-10-1 02. In the:event tine CM16C cnipl'oys or contracts with any subcontractor(s) in. coilneetion uvith the covered contract, the C'M/G.0 agrees to secure from such subcotntractor($) attestation of the subcontractor's compliance with O.C.G.A. 4 13-14-91 and Rule 300-10-I-.42 by the .subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit '`E" w=hich subcontractor affidavit shall become part of the CM,-GCe"subcontractor agreement, or evidence.that the subcontractor is not required to provide such an. affidavit because it is liunsed and in good stan&tgy as doted in subsection. (2) above. If a:subconti actor affidavit is obtained... CN-1/GC agrees to provide a completed copy to the City within five (5) bumness days of receipt from any subcontractor. Where CM'GCY is required to provide an. at idavit pursuant to O.C.G.A. y 13-10-91, the City Mattager or his. tier designee shall be authorized to etiinduct an inspection -of the C NI/CjC',s and CK, -GC's subcontractors' verification process at .any time to cletennine that the verification was correct orad complete, The C1V1'GC and CM'G.C's subcontractors shall retain all documents and records of their respective venification.process for a period of'. five (5) years following completion of the contract. Further, where CM/GC is required to provide an affidavit pursuant to O.C.G.A. 4. 13-10-91, the City Manager orhis,'her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's subcontractors einploy unauthorized aliens on City contracts. By entering into a cointract with flee City, the C:M'GC and CM/GC's subcontractors agree to cooperate with any such investigation by making their records and personnel available upon: reasonable notice for inspection and questioning. Ak'here a CA/GC or CM: GUs subcontractors are found to have employed an, unauthorized alien, the City Manager or hi 'her designwe n ay report same to the Department of Homeland Security.. The CM/GC's failure. to cooperate with the .investigation may be sanctioned by termination of the contract. and the Contractor shall be liable for all damages and delays occasioned by the City thereby. CML ..,/GC agrees that the employee-mnnnber category designated below i5 appIicable to the - C M1 GC. 5414 or more employees. 100 or snore employees. l~ewer than I.00 calployees. to CM,,76C hereby agrees that, in the eNlent CJ%1,GC employs or contracts. with ally subcontractor(s) in. Gonnectioii with this Agreement and ivher-e the stibcorinctor is required to provide an affidavit pursuant to G.C.-G-N. 5 13=10-91, the CNVGC will secure from the subcontractor(s).such subcontractor(s') indication of the above eiiiployee-number category that is applicable to tl}e subcontractor. Theabove requirements shall be iii addition to the requirenients of State and federal: law, and shall be construed to be in conibrruity with those laws. 19.0 Nondiscrimination In accordance with Title V1 offthe Civil Right~ Act, as amended... 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975; as amended, 421 U.S.C. § 6102. section ?Q2 of the Ain ri.caras «litli Disabilities Act of 1990, 42 U&C. § 1? 13?,. and all other provisions of Federal lawthe CNVGC agrees that, during performance of this Agreement, C M;`GC, for itself:, its assigrrees and. successors in interest, Will not discriminate against- any employee or applicant for errrploy ent, any subcontractor, or any supplier because of race, colon:; creed, national origin; -ender, age or disal}ility. in addition, CM/GCagrees to. c ornply with all applicable implementing regulations and shall Include the provisions of this Section 19.0 in every subcontract ror sen..•"Ices contemplated under this. Agreement. 20.0 Ethics Code; Conflict of Interest CMiGC agrees that it shall not engage in. any activity or conduct that would result in a Violation of the City of Milton Code of 1rthics or Duty other Similar law or regulation. CM/GC certifies that to the best of its knowledge no circumstances exist. which will cause- a conflict of interest in. perfonniit, the Work. Should C:I7'GC become aware of any circumstances that may cause a conflict of interest during. the. Terin of this Agreement, CM/GC shall inrnacdiately notify City. If City deterniirtes that a contlict of ittterest.exists, City may require that CM/CCC takeaction to remedy the conflict. of interest or terminate the Agreement Adthout liability. City shall have the rigttt'to recover. any fees paid liar services rendered. by CNLfGC when such services were perfortned while a conflict of interest existed i f C11 VG C had luio«ledge of the conflict of interest and did not. notify City within fire (5) business days of becoming ware of the existence of the conflict of interest. CM'GC and City ack-no A7ledge that it is prohibited for any person to offer; give, or agree to. give any City employee or official, or for any City employee or official tea solicit. demand, accept, or agree to.,ccept fr:on-r another person, a gratuity of niori✓ than nominal value or rebate err an offer of employment in connection with any decision. approval, disapproval. recommendation. or preparation of any, part of a prog ani requirement or a purchase request, influencing the content of any specificationerr- procurement standard, rendering of advice, irtvestigation, auditing;, or in arty other advisory capacity in ally lir'caceedirig or application, request for nrling; detenninatron, clailri or controversy, or other particular matter, pertaining to any prop -aro requirement or a contract or subcontract, or to any solicitation or proposal therefor.. C VGC and City Rirther acknowledge that It is prohibited for any Payment, gratuity, or oiler of.employmtent to be made by or on behalf (if a sub -consultant under a contract to die.prime.. consultzuit or biglier tier sub =consultant; or any person associated therewith; as an inducement fan= the award of a subcontract or order. IN WITNESS WHEREOF, the pw-ties`bereto have caused this Agreement to be duly executed by their duly: authotized officers as of the day wid year set forth. Melt to each sioaature. ISIGINATURES CONTINUED ON TIME FOLLONVI.NG. PAGE] 12 New S,futh Co *ructimi Company. 44m Title Attest: a C' lr, Carpo ecretary Pn ame [AFFIX CORPORATE SEAL] AULTON CITY COUNCIL: Joe Lockwood, Mayor [CITY SEAL] Attest Sudie Gordon, City Clerk Approved as to Form Iden Jarrard. City Attorney 13 EXHIBIT " 1" SCOPE OF NVORK SCOPE ofWORK PRECONSTRUCTION PHASE Section L General 1.1 The Basic Services to be provided durhig the Preconstruction Please wmtttute the Preconstruction Please. services. Upon issuance of a Component Change Order, the Construction Phase may commence before the Preconstruction Phase is completed, in. which case. both lipases shall proceed concurrently. L1 my event, however, the Preconstniction Please cannot extend beyond the exectition. of the COMP Cllan-e Order. By definition, .all services provided after the execution of the GN1P Change Dreier are Construction Phase Sci-vices and are included in the cNIP. t? In accordance N ith this Contract. the CNI/GC shall pai`tieipate in the review and developpient of tele design of.the Project set forth in the Program and, In coordination with t11e.Deslgn Professional, shall participate in the scheduling.of suchdesign work and ofconstrUcdon of the Project, iilchiding. Components thereof, constniction of the Components of the Prgject under Component Change Orders, and of the entire. Project under a GMP Change Order. Nothing lie rei i. shall be deemed to impose upon the C?vVGC any responsibilities to provide any services constituting the practice of architecture, engineering, or any related clesigil profession except as dray be required to complete the design intent as expressed by performance specifications requiring the seal of a specialty consultant. CIM/GC shall exercise flee professional shill aced judgment_of a CN1;'GC in similar circumstances in Georgia in the pelforinwice of its constructlon.managell ent Services. 1.3 The Sei-vices.to be provided during the Preconstniction Phase include the preparation of cost estimates (as fitrther clescribed.below) for preconstniction seiiaces, general conditions, and construction services, and cost evaluation, value engineering recommendations, desiggl analysis, constructability and maintainability reviews. and technical input on methods of constl ictioll, materials; cietails, and bidding forrnats and types of separate bidding packages for the construction. of the Facility., -which inay include the following items; - a. Regularly attQnd project planning and coordination meetings with the.City and CM/GC, as required.. b. Develop a prop isional critical -path method.(C'PM) schedule, C. Develop requirements for safety, duality assurance, and. schedule adherence. d. Perfor111 constructability and inaintainabil.ity reviews at each Illajor.ties igI1 .phase submission of tele documents. e. Provide detailed constilietion cost estimates to aeh eve C'ity's budget, 1, Developa construction budget to be maintained throughout Construction. Identify possible Value engineering and architecting (life cycle costs) options: h. Provide alternate. systems evaluation and constructability studies. i. Maintain and update the Project Schedule. J.. Eyaluate options for cost implications. k. Assist in permittinc . processes. 1. Develop a Gual-anteed Maximum Price { CiMP) or construction of the f=acility. in. Actively participate in the sustainability evaluation process.. Section 2. Ci4yCC' Design Coordination Activities 2.1 Local Conditions. The. CNI`GC shall visit the Facility= site(s), become familiar with the local Conditions, and correlate. observable conditions with the requirements of t1w Codfract Documents. 2.2 Desig- i Coordination Meeti[lgs and Review.. Utilizing its own revieLG' and matters discussed at Design Coordination Meetinbs, CM/GC shall continuously review the constructioll documents in accordance NVIth the schedule as they arebeiiig prepared and al=e Tilade available by the Desi -n P�rotessional tin it the GMP proposal is approved. The principle objectives o the construction document review process are the reconirnendimV of alternative solutions rvlienever such .natters affect cost, collstructlon feasibility or schedule without the. C_N4/GC assuining airy of the Desig4i Professional's responsibilities for design. Tie CNL/GC shotild consider life -cycle costs, vahie.erigi11ee1 ing analyses and other studies to i eccrinlliend changes or modifications thereof that Nvill reduce the cost of the Project without reducing quality., or will expedite its completion, or that, in the.jud�-ellient. of the C IIS GC, ala- otherwise be In the hest interest of the City. As the Constlliction Docurnents, progress to completion, the. CM/GC is the principle Project Team metriber positioned to identify conflicts.. omissions, or constluctability issues in the documents. ?.3 Review and Recommendations. The CNI1GC` shall familiarize himself thoro- Ay with the evolving architectural, civil, inechallrcal, plumbing, electrical, and structural plans and specifications and shall follow- the development of design ti-orn Preliminaries through Iirorking Drawings. lie shall snake recommendations NvIth respect to the selectioii of systems and materials, and cost reducing alternatives including assistance to the DesiVi Professional and City in eN aluating alternative comparisons versus long term cost effects. The evaluation shall. speak to the benefits. of 'the speed ryf erection and early completion of the project. lieshall. furnish pertinent information as to the availability of materials and labor that will be required. He shall submit to the City and Design Professional such comments as may be appropriate conceniing construction feasibility and practicality, lie shall call to the City='s and the Design Profession. -Ws attentioh to any apparent defects ill the demgn, drawiligs and specifications or other documents. 2.4 Recommendations oil Phasing of Components. The CM/GC shall make recoillmendations to the. City and to the Design Professional regarding the division of t1w Work in the design documents and revisions to facilitate the developinent. of Components of the Work relaters. to the Project, the selection and awarding of Tracie Contracts, taking. into consideration such factors.as the estimated Cost of the Work, tine of perfibrinance, the availability of labor, long lean -tulle .toms, overlapping trade jurisdictions, provisions for temporary facilities, and the reduction of areas of conflict and overlapping its the Work to be performed by CN GC or by Trade Contractors. 2.5 Sustainable .Construction Practices. The CNi?GC shall review the contract documents and make recommendations to the City and the Design Professional regarding systems and'desigil mate11a15 that are consistent «pith industry standard :sustainable building practices. Those recommendations will include:, but m, not be limited to, a bc»efit cost amlysis to. assist the City and Design Professional in tite selection of systems and design materials that 1119y add value to the }project. Section .3. Cost Estimates 3.1 Cost Estiittates and COnstructability RevieAts. NkThen the City has sufficiently identified tile: Project requirements and criteria, and the. Design Professional.has prepared other basic design criteria, CM/GC shall prepare for the re-vjew by the Design Profeskotial and approval at City preliminary construction cast estimates utilizing the unit quantity survey Method. During the preparation. of the design, the CM'GC shall update and refine this estimate at. appropriate inleti als as defined herein. 3.2 Construction Cost Estimates. Prepare Construction Cost Estimates .settilig forth in detail. CM/GC's estimate of construction costs, includin4� all =actual Casts and C ��1 GC C'oaltiixgexacy and Fees, at each stage of the des'.int and for the CL71]stl rli tI1717 of the project and each Component thereof. Such estimates shall include the cost of safety factors. Such Construction. Cast. Estimates shall be prepared and updated continually as. construction. documents are developed and shall be formally submitted to City and to Design Professional. when each Component Change Carder is issued or at such more frequent intervals as City may reasonably request. 3.3 Reconciled Construction Cost Estimates. Provide to the City reconciled Construction Cost Estimates, consisting of a composite of the separately. derived Design Professional's current Statement of Probable Construction Cast and the CM GC's Cotnstruction. Cost Estimate, each based upon the Protgrattt and design. documents prepared by the Design. Professional. Reconciled Construction Cost Estimates shall be prepared at the colic Iusion of the Schematic Design Phase, at the conclusion of the Design Development Phase. when Construction Documents are approximately 50% complete and prior to the submission of the Guaranteed Maximum Price Proposal. if at. any time. the. Design P.rofessiollaVs cuffellt Statement of Probable Construction Lost and the Construction Cost Estimate of the CNIIIGC are, in the C.M. GC" s judginent, riot reconcilable or exceed. corresponding components. of the Project Budget,. the City. the Design Professional and the CNL'GC shall confer to resolve such differences and, if such differences cannot be resolved. the CW(iC shall. make.. such recommendations to the City as CM.'GC may deem necessary or appropriate to resolve. such differences. a. Schematic Design. Withal t«'enty-fv (25j calendar days atter the Schematic Design documents have. been prepared by the Des]gn Professional and approved by City, CM/GC shall prepare for the reFrietiv by the Design Professional and approval by the City of a more detailed: construction cast estimate. with supporting data. During the preparation of the Design Developinent documents, CM. GC' shall update and refine this estimate at appropriate intervals agreed to by City.. Design Professional,, and CNIfGC. b. Desig Development. Witliva twenty-five (?5) calendar days after the Design Development documents have beenprepared by the .Desit.,n. Professional and approved by City; CNIIGC shall prepare a more detailed construction cost estiFiiate ,�N:ith supporting data for review by the Design Professional and approval by City. c. Consti-iiction Documents. During the preparation of the Construction Documents, CMIGC shall. update and retitle this estimate at appropriate intervals agreed to by City, Design Professional, and CNVGC, d. Cost Exceeds Previous Estimate. If any estimate :submitted to City exceeds previously, approved estimates or the Construction Cost Estimate In the Developtuent Budget, CII&GC shall make appropriate recommendations to tile. City and Design Professional to maintain the development budget. Section4. Ouaiity Control Program 4.1 Responsibility for (duality of Materials and Installation. CNVGC acknowledges that it has Rill, total, and complete responsibility for providin- materials. labor, and all other items necessary tot- providing the level of quality specified in the Contract Documents.. CNLVGC agrees that this responsibility is indivisible, non -delegable;. non -transferable, and not diminished. by any inspections provided by the Design Professional or his consulting engineers, nor by any inspections l)rov idc:d by the City, In recognition of this, CNIIGC will prepare for submission and review by the Design Pro#e5sional, a written program describing the efYort<s than will be taken to insure the proper quality lei, el is achieved. The program shall be submitted prior to the issuance of a: Proceed Order. Section 5. Construction Preparation Period S: l Requirement for Project Planning.. bio physical worIc W. ill begin.(]rl the Facilities until the City lias received and accepted a GMP proposal from the C:M{GC:. a CONSTRUCTION MANAGEMENT AGKEEM.ENT luri been cxecuted, and the City has issued a notice to proceed to the CM/GC. 5.2 Unit Prices 5.2.1 During Preconstrttction. Prior to the completion.of the Precomstruction phase, the C NFGC shall establish with. the City Unit Pr ices not ah early set. Examples include additional installation of Stot mwtiter tntttla}gen7ei t 13MPs, any othera ntieipateci Chanr,e Order Work that can utilize Unit Prices. or for any items of Work considered necessary by Design. Professional and not.established in the Contract Documents. 5.2.2. Calculation of Unit Pt -ices.. Unit Prices include all. surds fbr payinent, re-paynaent, reimbursement, remittance, remuneration.. compensation.. I)rofit, cast. overhead, expense; loss, expenditure, allowmice. charge, denntnd, liire...'%vatges, salatry. tax, cash. assessment, price, money, bill, statenient, dues, recoveiy,.:restitution, benefit, recoupinent, exaction, or injuiy. Unit prices to layer the addition orreinstallation of stormw-ater management B'MPs shall be calculated by type anti linear foot..Uiiit Prices shall. not includeany delay costs, as such costs may be added as appropriate purswu.t .to the Construction Management Agreement. The UNIGC` shall certify that the Unit Prices submitted. do not exceed cw rent costs in the industry or trade for like services orniaterials. 5:3 Limitations of Scope. The CMIGC acknow4ed{ages and agrees that the Contract Documents are. addressed to skilled tradesmen in the constriction. profession who shall be required to use their special skills acid experience, through submittals and shop draw ings,.to translate the Desig€. Pi'ofessioiiai's desi<an intent as expressed Mthe Cot7ti`act Documents into a Completed structure. The Contract Documents shalt specify when shop drawings or subii.ittals regUire the seal of specialty consultant. Nothing Herein shall be.deeined to perniit.the CNVGC to require of the: DesignProfessional. ativ senlices that the City is not authorized to require under the. terrns of the Design Professional Contract.. Nothing herein. shall be deemed to impose upon the CM GC any responsibilities to provide any services constituting the practice: of architecture, engineering, or any licensed desiLii profession except as may be required to complete the design intent as expressed by peiforniance specifications requii7ng the.. seal of a speclalty consultant. MVIICYC shall exercise skill and judgment. iii the performancc. of its coiistruetion. management senices, but does not warrent or guarantee the advice or iecorn.niendations ttirnished with respect to design and does not control. warrant or guarantee any design services perforined or fiirnished by the Design Professional. 5.4 Extent of Responsibility. The CM/GC does not w-airwit or guarantee estimates and schedules except as may be included as part of the Guaranteed Maxinmuni Price. The recommendations and advice of the CNVGC' concernhig design alternatives shall be subject to die review and approval of the City; >the Design Professional and the. Design. professional's cmisultants. 5.5 Schedulii.g Objectives12elaYive to Desi.: With the Desip Professional, coordinate aiid int=—ate the Desi gn. Professional's design efforts witli..M.'CC's anticipated preconstniction services. Tile coordination shall include identificationof (.i) the Components of the Project (a) for which. existing portions W.111 tae separated for incorporation into a Component Change Order or (b) for the description of specific components of the Work by a Component Change Order so as to permit the immediate cote mence ne€n of construction. services or to facilitate the sequence of construction to further' and without affecting the City's basic olajectives. (1i) the sequence in which such Coniponiein Construction Documents will be prepared or separated, and (iii) a schedule for co€,npletion Of such Component Coiistiuction.Documents that includes the necessai-V tiiiii11 for the release of draw1461s and specifications its heeded to support. anticipated construction. 5.6 Construction Progress Schedule; Overall Project Schedule, The CM/GC shall submit for review by the Design. Professional and approval by the City a Construction Prod_ S. Schedule based upon the Design Professional's Preliminary Design and Construction Schedule within sixty clays after the Effective Date of the Contract. The Construction Progress Schedule shall be prepared using a CPi'I)l Writical Path lllethod] process, utilizing a full -featured software package in. a form satisfactory to the Design Professional acid City, showing milestone dates for receipt and approval of Component Construction Doctuiients and Contract Documents, design coordination ineetmi s; submittal of Component Changp Orders, submittal of the GIMP Change Carder, preparation and processing of shop di-awings and samples, and deliti ty of materials or equipment requiring. long lead-time procurement, City's occupancy requirements showilig portions .of the Project leaving occupancy pr ority, Material Completion and Filial Completion. It. should also include the dates for comrmncenient and completion of the Work required. by the Contract Documents, including coordination of mechanical, plmnbing, and electrical disciplines, as NVell as .coordination of the variowi subdivisions of the. NN ork within the Contract. Milestones must be clearly indicated and sequentially organized to identify the crltical path of the Project. Tile Construction Schedule will be developed to represent the (Sl spectfication divisions. It shall have the niuiilipuin number of activ-ities required to adequately represent to the City= the: complete scope of Work and de:fiie the Project's [acid each Componelit's] critical path and associated activities. The fonnat of the Construction Progress Schedule will have dependencies indicated ole a nionthly gridl identifying milestone chates: such as construction stain, phase construction, structural toll out; city -in, rough -in completion, metal stud and ctryivall completion, :equipment installation,. systems oper itiotial, itlspeet nns for Material Completion. the Material Completion Date and Final Completion Date. The CM/GC shall submit, along with the Construction Progress Schedule, the Subinittal Schedule for approval by the Design Professional, sional, correlating the. associated approval dates for the dociunents ' k=ith the Construction Progress Schedule. Uponrecomliiendatlon by the Design Professional and approval by the City,the Construction Progress Schedule shall become the Overall Project Schedule; which shall be utilized. by the Design Professional, City and CMGC. The CM/GC must provide- the Design Professional and the City with monthly updates of the Coverall Project Schedule indIcatino completed activities and any changes in sequeming or activity durations, includi approved change orders. HoNvever, no changes in. milestone dates are to b.e .made without consent of the City. and Design Professional which includes approved change orders. 5.7 Long Lead -Time Items. The MGC shall recommend to the City and Design Professional a schedule for procurenient of long lead-time items that will constitute part of the `'work as required to meet the Project schedule. Sucii items riiay be pi-oposed as ,.t Component C:'Iiaiige Order- or procured. directly by City. If such loitg lead -tulle items are procured. by the City, they shall be }procured on terms and conditions acceptable to .the. CM/GC. Upon the City s acceptance of the CM/GC's Guaranteed Maximum. Price proposal,. all contracts for such itenis shall be assigned bythe City to the CN 'GC, Who shall accept responsibility for such items as if procured by the CM/GC. The. Cll'I.'GC` shall expedite file cfelir cry of loi3g lead- tinic items.: Section: G. Generali ProvNions Re arding Construction (Documents 6.1 Familiarity N -with Contract Documents. Clq GC represents that it has reviewed or will review acid become- f'amiliarwith tho-existing Contract Documents, not Iater than the commencement of the preconstruction phase. 6.2 Identification of Construction Documents,. The Design Professional shall identify the Construction Documents, which slra11 include,. but. are not limited to, the Specifications,: the Dra«rings, and all Addenda, The Constrwtion Documents are included within the Contract Documents. 6:3 Correlation and Intent. It is the intention of tiro City:, Design Professional, aid CNVGC that the Construction Documents include all items necessary for proper exectttion and full and tuial completion of the Work. The Contract and Construction Documents (the Contract. Documents.) are complementary, and what is, -required by one is as binding as if required Ley all. Performance by the CIM/Gc is required to the extent consistent with and. reasonably inferable front the Contract Documents as being it cessary to produce the des', intent. as .expressed in the Contract Documents. The intention of'the City and the Design Professional is that the Contract.and Construction Documents include all labor and materials, e.gnipinent, and transportation neussary fat' thQ proper execution of the work. It is not intended, however, that materials or Nvork not covered by or properly inferable from any heading, branch; class, or trade of the specifications shall be supplied -Unless noted on the tfravvin s. 6.4 Ar'r'angement of Specifications. The Specifications are separated into numbered .and titled divisions for convenience of reference. Neither the City nor the Design Professional shall asstmie any responsibility for def ring the limits of any subcontracts on aceotint of the arrangement of the. Specifications. Notwithstanding the appearance of such langtjage in the various divisions of the Specifications as, "The Plumbing Contractor;" "The Electrical Contractor," „The Roofing Contractor." etc., the CM/GC is responsible to the City for the entire Contract and the excwtion. of all of the Work referred to in the Contract Documents. No partial sets of Component Construction Documents or Construction Documents shall be issued by the Design.. Professional. Any partial docurnents issued lay the CM/GC shall be the responsibility of the CM/CJC. 6.5 Conflicts. The following gei-neial. principles shall govern the settlement of disputes that may arise over conflicts. ill.the Contract Documents-. (a) as bet -ween. figtires.gIven on drawings. and the scaled measurements, the fignires shall govern; (b) as between large-scale drawings and small-scale rir tw it s, the larger scale shall go- reni, (c) as bet -ween the Contract and the Specifications; the requirenienits of: the Contract, as executed, shall govern.; (d) as baween the Specifications aid the drawings, the Specifications shall govern. Conflicts noted shall be reported to the. Design Professional. Schedules, lists, indexes, tables, in'°entories, written instructions, written descriptions, suminaries. staterneiits; classifications, Specifications, Written selections, or written deshg nations; although appearing onthe drawings, are deemed to be and. are Specifications. 0.6 Requests for Information (RFI). In the event the Construction Doctinients are not complete; definite, :and cleat- to skilled tradesmen in the construction professions, or appear to .ha%re conflicting information, the CAGC shall request the Design Professional in writing for additional instruct -toils and shall furnish the City (and the Prograrii rManager, if engaged) a copy of the RFL With. reasonable promptness.. the Design Professional.. shall funtish complete, definite. and clear instructions in wjriting. or by means of drawings; of both. In the event such additional instructions are gig en orally for expediency, they shall be conf it-n-ied in Wrltring or .by: draw'Ings or both Within. fine days follmying the oral insti uctions..Any such additional instructions shall be consistent with the Contract Documents and reasonably inferable tl ierefrom. The Work shall be executed in con ornn.ity with the aforesaid instructions. The Desigin Professional shill. hiriiish the City copies of all additional instructions issued to flit CN11GC. If, because of events beyond its reasonable control, the Design Professional is Iiot able. to meet the. specified. time period.., then it is entitled to ask for additional time from the City. 6.7 Effect of histrLictiOiis, Bulletins. and Claange Orders. N special irinplicatioii; iinterpretatioin;.. construction, connotation, denotation, import, or meaning shall be assigned to any provision of the Contract Documents because of changes created by the issuance of any (1) Izisttuctions,. (2) Bulletin, or (3) Change Order other than fhe precise cleaning that the Contract Documents woLild have had If the provision thus created .had read okpianally as it reads sifteque.tnt to the. ( 1) ln-ArLictIon& (?) Bulletin,. or (3) Change Order by whicIi it was create& Section 7. Coinpletzon of Construction DocumentS 7.1 Construction. Doculneim. The City shall cause the Design Professiolnal to prepare and the City shall 'approve Constimetion Document,,;. (Working. drawings and Specifications) in accordance with the. Overall Project Schedule. CNIIGC shall protide advice to die. Design Professional and the City during the development of `Construction Dor.Ltments so they are prepared in accordance with the Overall. Project SchedLile,, and if the GMP Chansze Order has been exectited, reflect the assurnotions set forth therein. The CNVGC shall recommend alternative solu#ions benefiting the City by reducing construction time, saving cotnsti-Laction costs without reducing quality. or el lnanciinthe quality of the Project. 7.2 Constriction Document Change Order. Upon. completion of Construction Documents consistent with the City's Prog cin and compliant With the assumptions stated in the GMP Change. Order and approval thereof by the City, the Design Professional shall subunit them to. the CIVUGC along with a proposed Constriction Document Change Order fol' acceptance first'by CNVGC and theca by City for the puipose of adding. sucb: appz-oved Construction Documents to this Contract. C AGC shall. promptly accept or i-qiect any such proposed Construction Document Change Order, but in tiny event within thirty (3D) days of its receipt, If CM'GC accepts the proposed Construction Document Change Order, therm the City shall. likewise accept same promptly and in. any event withi n seven.(7) business days of C,1\4./GCs acceptance. 7:3 CKGC's Final. Constrtiction Documents. Coordination Review.. Prior to its acceptance: of the Consti-Llctioln Document Change Order, C M/GC shall promptly conduct a. final review of the Construction. Documents referenced therein for the purposes of reeammending to the City and the Design. Professional any changes .or modifications thereof that will reduce tine host of the Project without reducing qualih', or will expedite its completion, or that. iii the judginent of the CM/GC . rimy otherwise be in the best interest of the City:. However. the City shall not be required to accept.ainy such recoimiendatiotns. The. CTN11GC shall also .give notice to the City and to the Design Professional. of any errors, inc:on,,1stencies, or omissions (including nn -conformance with applicable laws, statutes, building codes.., rules and. regulations) it may discover in the CoilstruCtioh Docutnents prior- to acceptance of the proposed Constriction Document Change Order. This review function being a pat! of the Basic .Services, the CIUG(." will receive no additional payments or coilipetisation for its review and recommendations. After acceptance of the Construction Document Change Order, Cn/GC' shall lie entitled to additional compensation pursuant to C onstiuction Management. Agreement for changes in the work that result from coordination; .errors or onlissions In the documents, changes due to unforeseen conditions at the site; or .changes required by governmental regulatory agencies. CM, GC shall not. however. be liable fear any damages resulting from the failure of the Construction Documents to comply with said laws, statutes, building cedes, rules, and. regulations unless it recognizes sane and perfoiini .a construction activity knowing it is contrary to sante without govi ft advance written notice of same to the City. CM/GC shall also gime notice of any inconsistencies, conflicts, or: oi.Assions between said Construction Documents and either (i} the Progt-atn and. revisiotls thereto by prior Construction Document Change Orders or (ii) the assutllptions.set forth in. the. GNIP Change girder that were relied upon by C'TvVGC In the. preparation of the GMP Change Order, including observed inconsistencies, conflicts or omissions between the Construction Documents and any proposed design. development of such assumptions. 7.4 Rejection of the Construction Document Change Order. If the. Construction Documents. referenced in a proposed Construction Document Change Order are not ttw developments of the assumptions set forth in the GNIP Change Order relied upon by C M/cIc in. the preparation. of the GMP Change Order, as specified therein (other than variances clue solely to.differences.iii Actual Costs vcrsu5 estimated costs). and as a result .of such variance the petforinYce of the Work described therein will increase the Estimated Cost ainotwt as stated in the GMP Change Order, or will require ori extension of the tune for Material Completion. as stated in the GMP Chane Order, the: CM!GC inay reject the proposed Change Order and give notice of same to the City :and the D.esigya Rrofessiotial setting forth the basis for its rejection of sante or stating a proposed increase in the. (IMP Charige Order and its various Components, including, if applicable, the. Date for Material Completion, raider Avhich the CM/GC would accept. said Change Orden. Following consultations with the Design. Professional and MGC, the City shall. (i) Ycoire. the Design Professional, without charge agaitis€ the GMP Change Order; or its N"arioits Coinpoliezlts; to revise the Constniction Documents so as to make them true developments of the drawings, specificationsand other docutnents%relied upon by CNVGC` in the preparation of the GMP Change Order., with. said revisions to he completed within ten (1.0) days, (.ii) accept the CNVGC''s prctiposed increase in the GMP Change Order and its specified Component( s), including., if applicable, the Date for Material CoznpIction; or ( iii) direct ClvVGC to proceed with the Work in accordance with the proposed Construction Documents. In the event CN4!GC is directed to proceed with. the Work in accordance with. the proposed. Construction Documents, under (iii) above, CM,'GC shall be. entitled to assert a claim in accordance with the Construction Management. Agreelnent against die City for :an increase ill the GAP Change Order, including, if . applicable,. an extension of the Date.for Nlaterial. Completion, provided that such claim by C:'NVGC is asserted within fourteen (14) clays. after CMfGC is directed to proceed. If the C,%•I:'GC shall. accept any proposed Change. Order %vithout notice as required by this ParnPph, then no claitii shall thereafter be made by C PGC %that the Construction Documents identified therein are not ti Lie developments of the assumptions set foit.h 'iii the GIMP Change Order relied upon by C'XVGC in the preparation of the GMP Change Order; and as specified therein. T5 Clvt/GC's Option for Redesign of Construction Dcocurnents. Prier to its acceptance of ally proposect Construction Document Change Order, if the CNVGC gives.110tice to the City that either {i} the IONN est responsible proposal received by the C'M'GC from a Trade Contractor to perform tIie. LNlork described in the Construction Documents exceeds the CNI'GC's. budget for that `Work. as set. forth in the Construction Budget, or (ti) that no responsible proposal for that Work has been received. then the CM, ,'CC may request a redesign of the Construction Dacuil7lez7t5 pel tail ' Mz to said Work so long,, as the redesign. is a functional. and quality equivalent of the Work forining the basis of the GMP Change Order, The approval of.such request for redesign shall be ❑C ithin City's sole and.absolute disci.etion. The. architectural fees and costs for a requested redesign that is approved by City shall be paid by the City to the Design Professional. and such payment shall be deducted front the Constraction Contingency Component. of the GNIP Change Order. The deduction . shall not alter the obligation. of C'M;/GC under the. GMP Change. Order to perform the construiction of the Project within the Guaranteed Malvin im Price and any :delays resulting therefrom shall not be a basis for an extension of the Date for Material'COmpletion. If'such redesigm l7as been. niade once at the request of the CM GC pursuant to this Pai-agraph, the C'V11GC shall not request any further redesi7 W1 respect to the Construction Document,,,covered by that proposed Comtruction Document Change Order. 7.6 Failure to Reject within Time Limas. CM/GC's failure to. rgJect the proposed Construction Document Change Order within the tine limitations stated Herein shall be . deemed to evidence CIM/GC's acceptance of same without any claim of -�-ariance. 7.7 Site Plan General. The Desigri Professiolxal. is responsible for providing the initial sealed Site Plan as a hart of the Contract Documents. During the. Pi -c -Commencement phase, the C iV /W shall review the initial Site .Plan and make id subunit reconimuidatiom for any changes to the initial Site Plan. The C11FGC is required to obtain the land disnirbance permit(s) applicable to the City that implement the National Pollution Discharge Elimination System (NPDfS) .requirements for storthwater management. for construction activities troin the appropriate issuing authority. C'omphatice requires that there be properly designed Best Management Practices (BMPs), properly Installed BMPs, and Inspection and maintenance of the installed BMPs. 7a8 Site Plan Implementation. The Desig-gi7 Prof6ssional will depict upon the Site. Plan its initial recommendations as to elements of the erosion, sedimentation, and pollution control plan, specifyinc, his recommended design: of BMPs for the Project. including, stori77water inall�i Ei77e17t.faL'llities; and ether like. matters. Itis the CIIVGC"s responsibility .to review. the design of the l3M.Ps mid subunit any changes to the plan, including, the CNM-/GC's desired. use of entuances to the Site, CM/GC's trailer(s) location,.laydo"n areas and other similar matters affecting the design and implementation of the BMPs. The Design Professional and C11fVGC shall arrive at a final sealed Site Plait for submission to the permitthig officials that enables the laird disturbance perinitting of the Project. The Design. Profess lonal and. CM,/GC shill resolve with the local pnnittin __ o ficial any deticiencics by the end. of the Preconstruction Phase. EXHIBIT "B.1" REQUEST FOR PROPOSALS RFP 18 -PW04 Issued December 14, 0.17 is. Incorporated by Reference EXIRB1T "B.2„ RESPON SE TO B[DLFEE SCHEDULE 7zwww—mm-- le �MkLm-- I E I I IL \ "i i -0 -6 mic • CITY OF MILTON COURT/POLICE AND FIRE FACILITIES RFP Number- 18-PW04 I CM@Risk Services Response to Request for Proposal January 25, 2018 NEW.11SBUTH Building Value...Building Trust Since 1990 January 25, 2018 City of Milton Honor Mates, Purchasing Office 2005 Heritage Walk Milton, GA 30004 RE: City of Milton Court/Police and Fire Facilities CM:b Risk Services - RFP Number: 18-PW04 Dear Mrs. Motes, New South Construction is most excited to submit our qualifications as the GC/CM for the City of Milton Court/Police and Fire Facilities. We have strategically organized a team of professionals who recognize the importance of the project to this city and look forward to bringing your plan to fruition. Throughout our submission, you will recognize that New South has expertise working with the multi departmental agencies within local governments. Additionally the team proposed recently completed the Milton City Hall Complex which similarly, had users from multiple departments of the city. This experience along with the professional relationship already established with the owner and design team will be key in understanding the interaction of the various departments and ensuring the project's success. We acknowledge the receipt of Addenda No. 1 & No. 2. Thank you again for this opportunity, and we look forward to further presenting our approach during the Proposal Phase. Sincerely, CSC -'� _� c___a Dave Butler, Executive Vice President New South Construction Company 1180 West Peachtree Street { Suite 700 1 Atlanta, Georgia 30309 j 404.443.4000 CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Response to Request for Proposal RFP Number: 18-PW04 Section One: Proposal Cover Page Letter Fee Proposal Form Disclosure Form Contractor Affidavit & Agreement (eVerify) Form Addenda Acknowledgment Forms Section Two: Firm's Ability to Perform & Financial Responsibility Section Three: Experience Section Four: Management Plan Section Five: Services Section Six: Schedule NEW SOUTH CONSTRUCTION COMPANY CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Request for Proposal RFP Number: 18-PW04 Section One: Proposal Cover Page Letter Fee Proposal Form Disclosure Form Contractor Affidavit & Agreement (eVerify) Form Addenda Acknowledgment Forms NEW 50UTH CONSTRUCTION COMPANY City of Milton I Counft ire and Fire Facilities I KP Number. 18-PW04 I CM@Risk 5eryices Honer of CIS I LTON tt r STAnr.15I IUn 2nvc CITY OF MILTON REQUEST FOR PROPOSAL (THIS IS NOT AN ORDER) RFP Number: RFP Title: 18-PW04 City of Milton Court/Police and Fire Facilities CM(a)Risk Services RFP Due Date and Time: January 25, 2018 0), 2:00pm local time ISSUING DEPARTMENT INFORMATION Procurement Office Contact: Issue Date: Honor Motes December 14, 201T City of Milton 2006 Heritage Walk Milton, GA 30004 Phone. 678-242-2500 Website: www.cityofmiltonga.us INSTRUCTIONS TO OFFERORS Return Proposal to: Mark Face of Envelope/Package: City of Milton Bid Number: 18-PW04 ' Attn: Honor Motes, Purchasing Office Name of Company or Firm 2006 Heritage Walk Milton, GA 30004 Special Instructions: Deadline for Written Questions January 15, 2018 @ 5:OOPM Email questions to Nonur plates at lionur.mates eil, nfin illon a.us OFFERORS MUST COMPLETE THE FOLLOWING Offeror Name/Address: Authorized Offeror Signatory: New South Construction Company Dave Butler 1184 West Peachtree St. NW Suite 700 Atlanta. GA 30309 Please print name and sign in ink Offeror Phone Number: Offeror FAX Number: 404-443-4000 404-443-4100 Offeror Federal I.O. Number: Offeror E-mail Address: 81-1573469 dbutler(y)newsouthcojistructiorn.com OFFERORS MUST RETURN THIS COVER SHEET WITH RFP RESPONSE NEW SOUTH CONSTR[1CTi+ON P..i:-L 1 City of Milton I Cou[t/Police and Fire Facilities I RFP Number: 18-PW04 I CMC&Risk Services HO#AF Of M ' I ETON'llp [ s rnni i sn i n zroe. City of Milton RFP# 18-PW04 PROPOSAL LETTER (Bidder to sign and return with proposal) We propose to furnish and deliver any and all of the deliverables and services named in the Request for Proposal {18-PW04) City of Milton CourtlPoiice and Fire Facilities CM@Risk Services. It is understood and agreed that we have read the City's specifications shown or referenced in the RFP and that this proposal is made in accordance with the provisions of such specifications. By our written signature on this proposal, we guarantee and certify that all items included meet or exceed any and all such City specifications. We further agree, if awarded a contract. to deliver goods and services which meet or exceed the specifications. The City reserves the right to reject any or all proposals. waive technicalities, and informalities, and to make an award in the best interest of the city. PROPOSAL SIGNATURE AND CERTIFICATION I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences. and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign for my company. I further certify that the provisions of the Official Code of Georgia Annotated, Sections 45-10-20 et. seq. have not been violated and will not be violated in any respect. Authorized Signature Date 1/23/2018 Print/Type Name Dave Sutler Print/Type Company Name Here New South Construction Company NEW SOUTH CUHSTRU(11ION PAU City of Milton I Court'Po€ice and Fire Facilities I RFP Number i8-PW04 I CMr&fl Sk Services FICWE OF MILTONIqi1t., CITY OF MILTON DISCLOSURE FORM (Bidder to complete and return with proposal) This form is for disclosure of campaign contributions and family member relations with City of Milton offi ci a is lem p l oyees. Please complete this form and return as part of your RFP package when it is submitted. Name of Company New South Construction Company Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) N/A List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description NIA Please list any family member that is currently (or has been employed within the last 12 months) by the City of Milton and your relation: NIA 4 iifW 50UTH CONSTRU(TIOil City of Milton I Court/Police and Fire Facilities I RFP Number 18-PW04 [ CM@Risk Services Section 7 Contract Forms CONTRACTOR- AFFfDVIT AN1) CF RTI FIC'ATE OF COINIPL[ANC'E GEORGIA SECURITY AND IMMIGRATION CERTIFICATION tFEr1F:RAL AND STATE %N [obit At _FI IOR1ZAI ION PROGRAMS) STATE OF GEORGIA; COUNTY OF Fulton PROJECT No. 18-PW04 PROJECT NAME: City of Milton Court Police and Fire Facilities CMARisk Seances CONTRACTOR AFFIDAVIT CERTIFICATE AND AGREEMENT COMES NOW before me. the undersigned officer duly authorized to administer oaths, the undersigned contractor ("Contractor'). who, after being duly sworn. states. warrants, agrees and certifies as follows to City of Milton, Georgia ("Owner"): By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual. firm or corporation which is engaged in the physical performance of services on behalf of City of Milton GeoLg is has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore. the undersigned Contractor will continue to use the federal work authorization program throughout the contract period and the undersigned Contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the Contractor with the information required by 0-C_G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: 1149883 Federal Work Authorization User Identification Number 121912016 Date of Authorization New South Construction Company Name of Contractor City of Milton Court/Police and Fire Facilities CM@Risk Services Name of Project City of Milton Name of Public Employer FURTHER AFFIANT SAYETH NOT. Forms I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on January. , 201 8 in Atlanta (City), GA (state). New South Construction Contractor Signature of Authorized Officer or Agent Forms — 9 Dare Butler, Vice President NEW SOUTH CONSTRUCTION Ph. ,E 4 City of Milton [ CaurtlHice and Fire Facillttes I RFP Number 18-PW04 j (WiRisk Services M II LTO I` CONTRACTOR AFFIDAVIT AND AGREEMENT (Bidder to complete and return with proposal) STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify. or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O. C.G.A. § 13-10-91. Furthermore. the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91 (b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows' 1149883 eVerify Number 12J9/2016 bate of Authorization New South Construction Company Name of Contractor M Iikn Cou(iiPolice and Fire Fac[I[t[e� FW a, Risk Se•vi _es Project Y City of Milton Name of Public Employer I hereby declare under penalty of perjury That the kmgong is true and correct. Executed on 3aruary, 201 6 in Atlanta(city ;. GA (statel. Signature of Authoriz40,, �1, Agent Dave Butier, Vice President - Operations Printed Name and Title of Authorized Officer c Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE Z 3❑r January 201 8 . N RY PUBLIC [NOTARY SEAL] ►~ G D A� My Commission Expires: 10, if/ NW SOUTH (0115TRUC TION . .;� Gty of Milton I Court/Police and Fire Facilities I HFP Number 18-PW04 I IMAM Services f� 1 ON I�TAM IM 1111-&U ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #1 RFP 18-PWO4 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motesCcityofmilton mus I hereby acknowledge receipt of documents pertaining to the above referenced RFP. COMPANY NAME: New South Construction Company CONTACT PERSON: Dave Butler ADDRESS: 1 180 West Peachtree St. NW Suite 700 CITY: Atlanta STATE: GA IIP: 30309 PHONE: (404) 443-4000 FAX: (404) 443-4100 EMAIL ADDRESS: dbutler@newsouthconstruction.com Signature ADDENDUM #1 NEW `,OJTH CONSTgU0ION January 12, 2018 Date City of A [toP I Cour#?Police and Fire FaciIities I RFP Number 1$-PW04 l CMI- Risk Services OF M I LTO N'*, ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #2 RFP 18-PWU4 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motes@cityofmiltonga.us I hereby acknowledge receipt of documents pertaining to the above referenced RFP. COMPANY NAME: New South Construction Company CONTACT PERSON: Dave Butler ADDRESS: 1 180 West Peachtree St. NW Suite 700 CITY: Atianto STATE: GA IIP: 30309 PHONE: (404)443-4000 FAX: (404) 443-4100 EMAIL ADDRESS: ddutler0newsouthconstruction.com Signature ADDENDUM #2 NEVV SOUTH CONST 8UV10N 1/24/2018 Date CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Request for Proposal RFP Number: 18-PW04 Section Two: Firm's Ability to perform & Financial Responsibility NEW SOUTH CONSTRUCTION COMPANY City of Milton I Caurt/Police and Fire Facilities I RFP Numbv. 18-PW04 I CM«.111isk Services SECTION TWO FIRM'S ABILITYTO PERFORM & FINANCIAE RESPONSIBILITY a. Firm's Description with the history and growth of your firm, as succinctly as possible. New South Construction Company (New South) is a mid-sized general contracting firm founded in ihrch of 1990 by Doug Davidson, who serves as Chairman/CEO. Since our first project twenty-eight years ago, New South has believed that service to our customers would provide and establish a path for our company's future. The majority of aur projects today consist of repeat husiness and referrals, proving we have undoubtedly succeeded 1n our earlier mission_ In the beginning, New South acquired a solid, select and enviable group of clients, which included: Delta Air Lines, The Coca-Cola Company, Emory University, General Miils and Wesleyan School. Nearly twenty-eight years later, we continue to provide construction services for each and every one of these customers. Today our services cater to a wide range of clients and their needs, these markets include: higher education, local government, criminal justice, office, private clubs, K-12 schools, religious, multifamily, entertainment, federal, healthCare, senior living, sports, special projects, student housing, tenant improvement, aviation and industrial all of which have helped to round out our company's portfolio. Our philosophy has resulted in our continuous growth and success. Despite our growth, we remain client driven rather than revenue driven. We continue to provide construction services for the same corn panieswe worked with during our first year, which we feel speaks for itself in the quality of work and service we provide. We stand behind our promises and follow through on every project. For New South's employees, oui philosophy is simple: "Do what you say you will do, when you say you will do it, and do it right the first time:" Personnel Capability 23 Field Employees 3 Marketing 14 Executives 6 Safety/ Risk 9 Administrative 9 Project Accounting 16 Preconstruction 2 IT 65 Project Management 2 Inteins 46 Superi Wen - rte Total Local Full -Time: 193 b. Describe your experience with litigation, including administrative proceedings, with Owners, subcontractors, and Architects. List any previous, active or pending litigation and explain. Administrative Proceedings shall include: (i) any action taken or proceeding brought by a governmental agency, department, or officer to enforce any law, regulation, code, legal, or contractual requirement, except for those brought in state or federal courts; (ii) any action taken by a governmental agency, department, or officer imposing penalties, fines, or other sanctions for failure to comply with any such legal or contractual requirement, or (iii) any other matter before an administrative body. New South is proud to say we have NEMER been involved in any litigation with Owner, Clients or Architects. New South Construction has NO active or pending litigation with any Nmer, Client, or ATChitect. From time to time, as is customary in the industry, New South has been involved in disputes with subcontractors. c. Provide a listing of each and every project on which the firm was terminated or failed to complete the work. New South has NEVER failed to complete any work awarded or been removed from an awarded project. d. List five (5) major trade contractor references (company, contact, and phone number). Knight Construction, Drywall & Metal Stud Framing Ken Knight, 770-231-6386 • Harrison Painting Chris Rice, 770-949-5776 • Certified Finishes, Flooring Charlie Rapplean, 404.355-2151 • C & M Masonry Charles Roberts, 770-507-2344 • Presley Electric Mitch Butler, 770-463-5403 NEW SDUTH CONSTRUCTION F10'5 A13KITYTO PERFORM f;' F!NANrIAL RE5P0NW1LJTY PAGE € City of Milton I Court/Police and Fire Facilities I RFP Number. 18-PW04 l tM,a,Msk Services e. Supply financial references including (company, contact, and phone number). Frazier & Deeter, CPA Roger Lusby(444)253-7500 f. List main banking references including (company, contact, and phone number). Atlantic Capital Edward R. Jenkins; Senior Vice President, i404y 995-6256 3280 Peachtree Road, NE, Suite 1600, Atlanta, GA 30305 g. List any project where the firm has failed to complete any work awarded to it, or been removed from any project awarded to the firm. New South has NEVER failed to complete any work awarded or been removed from an avmrded project. h. List the firm's current annual billing volume and average billing volume the past three (3) years. 2017: $317.000,040 2016: $305,000,000 2015: 5290,000,000 i, List the contact persons, addresses, and phone numbers for your insurance carrier and agent. Insurance Carrier: Zurich American Insurance Company Michael Esposito, (404) 851-3271 3003 Summit Boulevard, Suite 1806, Atlanta, GA 30319 Insurance Agent: McGriff, Seibels & Williams of Georgia Thomas Bennett, Jr., (404) 497-7500 5605 Glenridge Drive, Suite 300, Atlanta, Ga 30342 j, Include a letter from a surety company that is licensed to do business in the State of Georgia and whose name appears on United States Treasury Department Circular 570 on the surety company's letterhead (or a letter from a surety agent with attorney in fact authority and an original power of attorney accompanying the letter) confirming that it will provide respondent firm with payment and performance bonds on the Project in an amount equal to or greater than 11€1 per cent of the estimated construction cost of the Project. For the purpose of this section the estimated construction cost to be used is $11,500,000. This letter can either reference the joint venture's bonding or submit separate letters for each individual joint venture partner. List the contact persons, addresses, and phone numbers for the firm's bonding company and agent. Bonding Company: The Hartford Mike Duffy, (7701730-3331 1125 Sanctuary Parkway, Suite 452, Alpharetta, Ga 30009 Bonding Agent: H & H Insurance Services, Inc. Chris ,or Derek) Wortharn, (770) 409-0014 3240 Pointe Parkway, Suite 200; Norcross, Ga 30092 Please see the attached bonding letter. k. Include a current license showing respondent is licensed as a General Contractor by the State of Georgia. Hunt1v M Gurdon 1180 West Peachtree Street Suite 700 Atlanta GA 30349 Compalnv Name: SSC CORSOUCtItM Compnuv LLC Uompaay Lrm,- t [C'r-0005 162 kcal-ninc 1wca>t verif V•:rtiam ah av:ri[Ubh C uc PL13 NEW 5OUT H CDNSTRUCT[ON FIRA4'S A$ILITYTO PERfORM & FIN"ANCIAt RESPOP,,gS[LITi • PAGE 9 STATE of GEORGIA Brian P. Kemp, Secretary of State k - b`I Board for ResidenttaI and General Con[raeiur5 • Gene[al Contractor QualiA mp Aecnt Lict:nsc No. GC'QA005360 - Acto c Hunt1v M Gurdon 1180 West Peachtree Street Suite 700 Atlanta GA 30349 Compalnv Name: SSC CORSOUCtItM Compnuv LLC Uompaay Lrm,- t [C'r-0005 162 kcal-ninc 1wca>t verif V•:rtiam ah av:ri[Ubh C uc PL13 NEW 5OUT H CDNSTRUCT[ON FIRA4'S A$ILITYTO PERfORM & FIN"ANCIAt RESPOP,,gS[LITi • PAGE 9 City of Milton I CnurtlRfllice and Fn Facilities I RFP Numbr: 18-PWO4 I CMO)Risk Services HL i INSURANCE SERVICES, INC. 111, uwra1Icv Eh_)kers k C omqultants 3161 Campus Drive ■ Suite 1O0 ■ Norcross Georgia 3OL171 (770) 409-0014 Telephone. ■ (770)368-0404 Facsimile January 5, 2018 New South Construction Company Greg Schlich 1180 West Peachtree Street, Suite 700 Atlanta, GA 30309 Re: New South Construction Company Pre -Qualification Letter Mr. Sehlich: It is my pleasure to recommend New South Construction Company to you. We have had the privilege of providing surety bonds on behalf of New South Construction Company in excess of Twenty year& the total bonds being in the hundreds of millions of dollars. Our experience has been excellent. New South Construction Company has bonding capacity of $200.000,004 for any single project with total aggregate bonding capacity of 5400,040,000. The Hartford Accident and Tndemnity Company, New South's surety, presently holds an A.M. Best Rating of A+ (Superior) Class XV and a Federal Treasury Listing of $241,154.000. We will consider specific requests for surety bonds based on our underwriting evaluation at the time of the request. Our underwriting evalttation includes our satisfactory review of contract terms and conditions and bond forms, verification of project financing, appropriate financial information as well as other underwriting conditions which shay exist at the time of the request. Any request for bonds is a matter between New South Construction Company and The Harford Accident and indemnity Company, and Hartford Accident and Indemnity Company assumes no liability to any party by providing this letter. I feel New South Construction Company is a .firm with character, ability and financial strength adequate to complete any construction project they would undertake. Should you have additional questions please don't hesitate calling me. Sincerely. Derek, Worsham Derek Worthant Attomey-In-Fact The Hartford Accident and indemnity Conipany CC: New South Construction Company PAGE 10 1 FIRMS ABILITY TO PERFORM & FINANCIAL RE51PnNSISILIT) NEW SOUTH (ON STRU(TI ON CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Request for Proposal Section Three: Experience NEW SOUTH CONSTRUCTION COMPANY City nt Milton I Court/PGhce and Fire Facilities I KFP Number 18-PW04 I CMrg REsk Services SECTION THREE EXPERIENCE B1. Project Experience a. Provide the following information for at three (3) similar sized Court/Police or Fire facilities where your firm served and the prime contractor and that were completed in the last five (5) years: i. Photographs, ii. An owner reference familiar with your performance on the project. iii. An architect/engineer reference (with current phone number) familiar with your performance on each project. iv. List the individual who served as the Project Manager, Superintendent, and Cost Estimator. Please note whether or not these individuals are still employed with your firm. v. Project start and completion dates. vi. Budgets. For projects that were delivered under a CM@DRisk method, list the original GMP and the final construction costs. Please see the attached Project Sheets. h. Indicate those projects that Included architect, engineering consultant and contractor serving a corporate or public client as a team. New South has a tremendous amount of experience in construction management, design -build and design -bid -build. All of these project procurement methods require teaming and collaboration. Our preference is CM and D/B over D - B - B, ha+nrever at the beginning of each project, we spend a tremendous amount of time pre- planning and understanding the Client's goals for the project. The Client'sgoals then become our main focus. Viewing a project through the eyes of the Owner has contributed greatly to our continual success. On all of our projects, we become a true team member with the owner, architect and project consultants. We (lave found that by placing the focus on the success of the project and not the individual Success of us as a team member, ultimately results In a positive outcome for everyone involved. This is no different than when New South started twenty-eight years ago, with Dur foundation based on -taking care ofthe client This philosophy is a direct result of wily 804 of aur work is repeat clients or referrals. c. Provide any additional relevant information. We feel that our experience successfully camp ieting the Milton City Hall Project will be a clear advantage to the project. 0 u r construction team includes the same staff that performed the work on the City Hail Project which has many similarities to the Court/Police and Fire Facilities Project such as size of project, tight site constraints, replacing an onsite retention facility, and working very close with bath commercial and residential neighbors. During this experience we developed a strong professional relationship with both the design team at Cooper Carry and the Owner representatives. The level of trust and respect that was created on the project will allow us to immediately make an impact working with the team as we quickly move into the Preconstruction Phase m well as far the rest of the project. We are extremely proud of the City Hall Project and what our collective teams accomplished and are torn mitted to making the Court/Police and Fire Facilities Project a success. d. Include any examples of prior experience on sustainable construction and/or LEED certified buildings. New South has taken a proactive in€tlat€ve to sustainable design, implementing sustainable construction practices, including material recycling, as a daily practice in both our office and on the job sites. In addition and in affirmation to our commitment to sustainability, the were recently Iisted in EN R's "Top 100 Green Con Iraciors" in the nation. We understand that minimizing operating costs and creating long- term value are primary objectives for ourdients.Our commitmentto value and our proactive approach to problem solving influences aur methodology, One aspect of this commitment is the incorporation of sustainable design strategies in our work, Often, there is a substantial payback to the Owner in the form of lower operating and maintenance costs, increased occupant productivity and health, and conservation of resources. This principle of economic appropriateness can be summed up as"spend wisely." Consideration of this principle will help determine appropriate balances to avoid excessive spending beyond the value received and the possibility of not spending enough to fully maximize the value of an investment in infrastructure or building. In other words, we'11 find a way to "do it right:' New South Construction Company has completed 23 LEER Certified projects: (11 Gold, 8 Silver, 4 Certified) Additionally, v Ee pe€form a tremendous amount of work for the State of Georgia, where they recognize a sustainable program referred to as ''Peach Points" NEWS6'JTH CONSTRUt[ ION [UPI ."LE I PA.r,E 11 City of hfiltcn i Court±Pfllice and Fire Facilities I RFP Number: I8-PW04 I Ma -,RA Services Please see the attached Relevant Project Sheets. New South Construction has completed burn buildings for Fire Fighter training in the past. Jackson County and Peachtree City are featured above, 1)0 NEW SOUTH CONSTRUCTION EXPERIENCE I PAGE 12 City of Milton E Court/Police and Fire Facilities I RFP Number. 18-PWG4 I CM@Risk Services -City of McDonough Police and Court Facility McDonotigk Georgia Owner Reference This project provides for a new Police and Court City of McDonough Facility for the City of McDonough. An existing Police Chief Preston Dorsey renovated structure houses the new Police 1770) 957-1218 Headquarters. This space includes offices, PDorsey ii McDonoughGa.org evidence storage, armory, public records, conference areas and interview areas. The new ground -up Court Facility includes a court room, Architect Reference judges chambers, holding cells, vehicle sallyport, Pieper O'Brien Herr Architects offices and records storage, Leif Loman, X770) 569-1706 jeff.lomanf�i,,poharchitects.corn PAG€ 1? l EXPER-ENCE NEVV SOUTH C0NSTRUCTION City at Milton I Crturt!PQII[e and Fire FBdlities I RFP Number IB PW04 I {M•:46k Services Schedule 11112015 -11/2016 (Court Facility) 0812013 -02,12014 (Police Station) Prajert5ire 13,540 sf (new) 14,414 sf I. renovation) RELEVANCY: Cost Original: $4,359,412 (Court Facility) 5543,3161 Cost Plus (Police Station) Final: 5605,788 (Police Station) (Due to Owner initiated charrges) $4,473,698 (Court Facility] (Due to Qwnet initiated changes) Project Team PiOject Manager: Davis Carey Superintendent Kevin Reese I Brian 11ormandeau Cost Estimator: Jon Harris NEW SOUTH CONSTRUCTION EXPERIENCE l PAGE 14 City of Milton I Court/Police and Fire Facilities I RFP Number; 18-PW04 I CMf4 Rtsk Services IsPickens County Courthouse jasper, Georgia Owner Reference Pickens County Board of Commissioner; Thurman Slone, (706) 253-8845 tsloneCaa)pickenscountyga.gov ArchitectReference JKH Architects Bruce Jennings, (706)178-9533 (Retired) This addition and renovation to the Pickens County Courthouse is constructed in two phases. Phase One consists of a renovation and expansion to the existing 4 -story historical building. The exterior consists of brick, metal panels and marble stone. Steel window+ are utilized on the historic part of the building to maintain the historic standards. The interior includes mar61e tile, courtrooms, office space for variousjadiciai departments, fu 11 security electronics system, detention construction in the basement, and exposed wood finishes. Also included in the first phase are all utilities and sitework to the North, South, and West of the new addition. Phase Two consists of the demolition of the existing Annex building adjacent to the new building and installing a parking iot and fencing in its place. PxGE i5 I EXPERIENCE NEW SOUTH CnN5TRIICP0N • Local Government • Multiple Structures • Multiple departments • Courtrooms 10 POO ►00,00 ,.0■ 1` r • Sally Port • New Construction • Budget City dMilton 1 Court/Police and Fire Facilities RFP Number. 18-PW04 { (MgRisk Services The City of Milton City Hall Miltopi, Georsgiei Owner Reference: The new City Hall complex for the City of Milton City of Milton features a 31,000 sf building for city services Carter Lucas, (678)242-2504 including administration and city council carter.IucasrQ�cityotmiItanga.us chambers -The complex also features a 2,400 sfTown Hall building - The site development Architect Reference: includes a community open space, public parking and below ground storm water Cooper Carry, inc. Brian Parker, (404}237-2004 management. brianparkenaicoopercarry.com 0 PAGE 17 1 EXPERIENCE NEW 50UTH CON STRUCIION City of Milton I Court/Police and Fire Facilities I AFP Number. 18-PW04 1 (WIR4 Services Schedule 0212015-0112017 Project size 33,000 sf RELEVANCY: Cost Original: $10,442,749 Final: $10,442,749 Project Team Projert Manager: Brian Dugan Sup eriatendent: Jahn Cullum Cost Estimator., Jon Hart 15 AlexlWarnei NEW SOUTH CON VRl1CTIGN Eff RI -IFF 1 PiM IF City of Milton I Coutt,'Police and Fire Facilities I RFP Number; 18-PW04 j CM,u,Risk Servi[es .City of Douglasville, Public Safety & Municipal Court Doriglasi,zlle, Georgia Owner Reference The municipal complex is comprised of three Jeff (Voles, Director (former) buildings totaling over 94,110 sf. The new (770)370-2292 75,000 sf, three (3) story Municipal Courthouse Currently with Grey Stone Power Corp. houses the DGuglasvi11e police Department jeff.noles a,greystonepo�ver.com and includes: executive offices for the Chief of Police, Sergeants and Lieutenants. in Former Police Chief Womack addition, This bulIdIng includes offices for police (678}414-2532 detectives, interview rooms, booking area, weapons storage, evidence room, fitness room with women's & men's locker areas, screening Architect Reference lobby, 200 seat municipal courtroom, judge's Holt Architects chambers, probation interview room and all Julia Busby, [7701335-5202 associated courtroom support areas. j ul ia.husby{L�hok.com Additionally there is a 15,150 if, 2 story community building which includes police training rooms, locker rooms and indoor firing range. The complex also includes a Veh0e Maintenance Building located behind the three story Municipal Courthouse. This project is LEED Silver certified. PAi;E 10 1 EXPERIENCE NEW SHIK (ONSTALIMUN City of h iltnn I Court 'Police and Fire Fad Iities I RFP Number I9-PW04 a CM@Risk Services Schedule 1112009 - T 12011 Projectsize Q;. I itil RELEVANCY: "7 started out working with a group of professionals and as we are coming to the end of the project,, it is tike working with a banch of friends. These guys are like my brothers. The whole process has been tremendous to watch what your Company and the ronstrurtion team has pur royether. " -Chris Womack, Fortner Chief of Police - City of Douglosville Cost Original: $20,700,000 Final: S20,859,974 (Due to 0wnei initiated changes) Project Team ProjectMonager. Adam Cobb Superintendent: Tony PuIeo Cost Estimator: Jon Harris NEW SOUTH CONSTR0MON EkPEHIf NCE ; PAGE 20 City of Milton I Court/Police and Fire Facilities I RFP Number: I&PW04 I Adi isk SerViceS .City of College Park, Public Safety Building Miltorr, Georgia Owner Reference The College Park Public Safety Complex houses College Park business and Industrial the College Park Police, Judicial and Fire Development Authority Departments. The building also contains the College Park 10unicipaI Courthouse, City Jail, 911 Program Manager Reference call center and an indoorfiring range, as well as, American Resurgens Management Corp. associated staff support areas. 5itework includes Mark ToHett, 1678) 916-3075 a new public parking lot and a fenced enclosed markfwtollett.biz staff parking area. (Currently with TolIett Management) The building is atwo-story, concrete framed structure with metal roof trusses at the Architect Reference courthouse, fire station and main lobby, The Facility Design Group building exterior is a brick masonry veneer to Steve Defelippi, (776) 209-9393 match the city hall building, caststone accents, Currently with WBA and standing -seam metal roofing. The work also includes two new elevators, vehicle exhaust system, security systems, and Communication and data systems. `AiSk I EXPiR-ENCE NEWSOUTH CON51RUCTEaN City of h9iiton I Court/Ro ice and Fire Facilities I RFP Humber 18-PW04 I (W Risk Services Schedule 04/2004 -11/200S Project Srre 60.000 Sf RELEVANCY: `The quality of construction, coordination, communication and cooper- Gnor► was exemplary. This facility exceeded the Owner's and Users' expectations and wilf be the model for similar facilities toa the future." -Wayne A. Thatcher, Pfojectfxerutive American Res urgens Management Corp Cost Original: $19,871,119 Final: SIM95,334 (Due to Owner initiated changes) Project Team Project Manager: Adam Cobb Superintendent: Tung+ Puleo Cost Estimator. -Jon Harris lEiM1.OJTHCCVTFLCT1i0f! EOfH1fN'E i PAA 22- CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Request for Proposal Section Four: Management Plan NEW SOUTH CONSTRICTION COMPANY City of Milton I CourtRolice and Fire Facilities 1 RFP Numnei. 18-PW44 I Ura'RiskServices SECTION FOUR MANAGEMENT PLAN a. Describe your firm's proposed organization for the construction management team including principals, project directors, project managers, superintendents, etc. who will manage the project. Indicate specific experience for Superintendent and Project Manager related to this project. Please designate the specific individuals to fill the following key roles on your team: a. Project Executive - Huntly Gordon b. Director - Dave Butler c. Senior Project Manager - Brian Dugan J. Superintendent(s) - John Cullum e. Cost Estimator - Jon Harris I Alex Warner For each position listed above please provide, at a minimum, current resumes listing relevant project experience and percent of time to be committed to this project. Please see the attached resumes. The project team, under the direction of Dave Butler, wiII handle all aspects of the City of Milton Court/Police & Fire Facilities project with preconstruction led bylon Harris. The philosophy at New South is to assign the project team total responsibility of a project from start to finish, not passing the project from one person to another. This eliminates the possibility of any lost information from the preconstruction phase. We believe this approach will give the project consistency from p reconstru cti on through project completion. Dave Butler, Project Director has more than 37 years in the construction industry and will be responsible for the operations and construction activities associated with this project. His ability to plan and execute work effectively and his positive relationship with Owners, Consultants and Subcontractors has resulted in many highly successful projects. Brian Dugan, Senior Project Man ager has more than 20 years of experience working in the construction industry. He brings a wealth of knowledge and experience to the project, and will ensure that the entire project team is working tugetherto the goal of successful project campletion, His dedication to client satisfaction and project excellence is an asset to the Project Team and to all of New South Construction's ckents. During the preconstruction phase, Brian will work with Jon and his staff on value engineering, scheduling, cnnstructibility reviews and subcontractor procurement. During the Constructian phase, Brian's role will be to provide daily management in every facet of the job from start-up through final completion. His responsibilities will include shop drawing and submittal reviews, ensuring timely delivery of materials, scheduling updates. Owner/Architect correspondence, RFI's, cast control and overall job coordination with the superintendent. ion Harris, Vice President- Preconstruction Warks closely with the Project Team on all budgeting, scheduling, and project coordination aspects. During preconstruction, Jon's responsibiiities are focused on estimating, value engineering, scheduling, and design coordination. To provide quality and thorough estimates, Jon and his staff arrange bid packages, send out subcontractor solicitations, conduct quantity takeoffs, verify constructibility, initiate preliminary schedules, analyze subcontractor proposals, and enter the cast estimate. Alex Warner- Preconstruction Manager, Alex will work with Jan Harris on estimating, value engineering, scheduling, design coordination and subcontractor procurement for the City of Milton Court"Police & Fire Facilities. Alex is responsible for review and understanding of contract drawings and specifications, which translates into a thorough scope review with subcontractors during the pricing phases. Alex coordinates discussion with subcontractors and suppliers to review potential cost saving options, product information and application to ensure desired programming is met, while remaining conscious of project cost. NEW SOUTH CONSTRUCTION MAKASFMENT ELAN I PACE 23 City of Milton Court Pohle and Fire Facilities I RFP Num bet: 18-PW04 1 CMoQsk Services John Cullum will serve as the Project Superintendent for the City of Milton CourtlPolice & Fire Facilities project. As thefuII -time, onsite superintendent, John is directly responsibie for supervision, safety, schedule and overall quality of the project. His involvement In pteconstruction includes working with the project team in the development of the preliminary schedule and the logistics plan. During construction, John's attention to detail is invaluable in ensuring that all construction conforms to the drawings and specifications. Iohruwiil lead weekly coordination meetings, which are vital in monitoring and maintaining the overall project schedule. These individuals will be the preconstruction, management, ondsupervision team for the project. This team of experienced and proven employees, are familiar with working in local government facilities. b. Identify the individual who, from project start to finish, will be the leader of your construction team and the principal point of contact between your firm and the Owner, the Architect, and other consultants. This individual's competence, his leadership, and his ability to achieve customer satisfaction will be heavily considered in the selection of a CM. BRIAN DUGAN New South Construction Company Brian Dugan will be the principal contact far the City of Milton Court Police and Fire Facilities project. After graduating from University of Florida with a Bachelor of Science in Building Construction, he began his Construction career in 1997, joining New South in 2002. Brian has extensive knowledge and experience in every facet of commercial construction through the management of projects with his hands- on approach to problem -solving that continues today. Brian has specialized in the construction of many facilities of this magnitude. Brian delivers the overall project and leads the team through a stringent process ensuring a successful outcome. Brian's attitude is a reflection of New South's commitment to putting the overall success of the project and client as the highest priority. This takes methodical planning, collaboration and communication with all parties. He also utilizes the advantages of BIM!VDCtechnalogy. The systems that New South employs for project management and cost control have integral checks and baIancesthioughout preconstruction, project management and accounting. This process has been tine -tuned to its current state during the completion of hundreds of projects over two decades, thus providing solid results. Some of these tools include: Timberline Estimating, Assemble'BIM, Viewpoint Project Management, NAicrosait Project Scheduling. and Vievipoint Accounting System. c. Describe your firm's quality assurance program. New South Construction Company's Quality Management Program is a carefully designed plan to integrate quality ir1 all phases of the project involving all personnel. Our company goal is to provide our customers a quality product for which they have pairs. Quality conscientiousness is an attitude at all supervisory levels. Specific procedures involving organization, meetings, communication, and persarinel training form the basis of this program. Quality Assurance and Quality Control are the principal responsibilities of the project superintendent and the project manager on the job site. However, the implementation of aur Quality Management Program is accomplished by each and every employee, subcontractor, and supplier. Meetings will be set up with each subcontractor and suppiier on the project before their work begins to establish the quality standards which will be expected. All subcontractors will be under the daily monitoring and surveillance of New South Construction to ensure continuing compliance wAdth the contract documents and approved submittals during construction of the work. Under New South Construction's quality team approach, the person doing the work is responsible for the quality of workmanship, and their supervisor is responsible for verifying compliance with the contract documents and the approved submittals. Our team will conduct phased inspections for all aspects of work in accordance with the requirements of the contract documents and approved subrnittals. NEW SpUTH CONSTRUCTION MANAHMEW PLAN I PAGE 24 City of Milton I Court..+'Pohce and Fire Facilities I RRP Number 18-PWO4 I MaRrsk services We have a well - established record of achieving high quality standards on each project. We recognize the importance of maintaining quality performance in each element of the work in order to deliver a quality final project that will meet or exceed the expectations and goals of the project. This commitment to quality extends from top management through every level of our cnmpany. It is a key element in the selection and training of aur project management personnel. d. Describe how your firm implements cost control and scheduling activities during pre - construction. Cost Control Implementation during Preconstruction • Initial Budget - We will analyze the current 50% construction Documenits to develop and understanding of the scope and needs of the project. • Meet with the Design Team, Owner, and Users to ask questions and ensure that vve understand the intent of design. • Onsite investigation to confirm existing conditions to enable accurate design and minimize changes due to unforeseen conditions • Based on this information we will develop detailed scopes of works, take -off the quantities of work to develop a comprehensive estimate for the project. We will get subcontractor feedback to both confirm our pricing and create excitement in the market for the project. Develop Value Engineering ideas to ensure the city gets the best value for the funds available. We will review and reconcile the estimate with the owner and design team malting any adjustments to ensure the estimate meets the budget and intent of the design. Development of Design • Once the Initial Budget is established we will utilize it as our road map for success and monitor with the progression of the design on a continuous basis. We will track any issues that arise during the design and suggest alternatives to ensure the budget is maintained. Develop Component Change Orders for any early release work required and agreed to per the Project Schedule. Scheduling during Preconstruction Development of a comprehensive project schedule including designer and owner activities from the start of preconstruction through the City of N1 Ran move -in date. We will develop a logistics plan to address on-site coordination as well public safety and traffic concerns. Careful coordination with Cambridge High School traffic and events will be essential to our success. Our Project Schedule will include these logistics provisions to ensure the on-time completion of the project and that subcontractars understand the applicable requirements. • Identification of early -release CCO packages required to meet the milestones for an on time move -in by the City. This potentially includes early storm retention, site work or long lead time items such as structural steel. The schedule will be continuously updated and reviewed at our owner/design meetings to ensure that the project progresses. We have included Preliminary Logistics Plan and a Schedule for your information. Our preconstruction processes are focused on maximizing value for the city while maintaining the budget and schedule requirements of the project e. Should the Owner decide to request a Guaranteed Maximum Price, describe the process to be used to obtain a Guaranteed Maximum Price and for providing bonding for the project. When the documents are sufflcdently complete and as agreed to in the Project Schedule we will develop our Guaranteed Maximum Price for the Project. We will coordinate the GMP with and CCO's as provided above to ensure a comprehensive and complete GMR During the development of both the GMP and anV (CO's • We will carefully analyze the documents and develop Comprehensive scope rhecklistfor each trade package including items indicated by the documents and more wnportantly those items not yet shown but required to meet the design intent, Ude will develop a comprehensive logistics plan and schedule as outlined below and ensure that subcontractor include these requirements in their hIds- Sol icit and subumtractor hi ds on each trade package. NEW AUTH CONSTRUC110N MANAGEMENT PLAN ' PA61, Z City of Milton I Court DIKe and Fire facilities I RFP Number:18-PW04 f CMoRisk Services including careful review and scoping to ensure a complete and apples to apples comparison. The bids and scope checklist will be assembled and reviewed transparently with the owner and designers to establish the GMP including any required alternates. We have successfully used this approach any a number of projects including the City Hall project at Milton and are confident of the same outcome on this project. f. Describe any policies or requirements for bonding subcontractors. New South Construction utilizes subcontractor default insurance to self -insure ail major subcontractors. Through subcontractor default insurance, the financial performance of subcontractors is guaranteed by New South Construction. Therefore, if a subcontractor defaults, we have full control to hire additional subs and workforce as necessary to complete the project with little or no impact to schedule and budget. g. Describe your trade subcontractor selection process. We hold scope review meetings for the major trades to address the project and scope of work in farther detail. The architect and/or consultants participate in these meetings in an effort to provide a clear understanding of any items not completed in the GMP documents. These meetings are typically held after the subcontractors have had time to review the documents and become familiar with the project, but a few days prior to the bids being received. Meeting minutes are kept and any items discussed are incorporated into the subcontractor bids and contracts. Construction Pricing ::t cua!tae: ( ? _ Prepare a complete list of qualified, interested subcontractors. This list will include as many as five to six subcontractors In some areas, depending on the number of qualified subcontractors available. This process will maintain quality while the competitive hid scenario remains intact. 0 Pricing - Once selected as the Construction Manager,we will meet with the design team to thoroughly review the overall project scope and intent prior to the pricing. This meeting allows us to be as informed as possible as we begin the construction pricing. The better we understand the project scope and design the more accurate the pricing. We perform extensive in-house quantity takeoffs as a tool to check and confirm subcontractor pricing. In order to provide accurate pricing, the subcontractor needs to know as much about the project as the rest of the project team. We do an excellent job of developing this understanding through meetings, site visits and conversations with the subcontractors. This process results in a thorough, accurate estimate with no"surprises"later. The pricing would be accompanied with any applicable qualifications, alternates, and value engineering suggestions. The project team reviews the information to finalize the direction of the project. SubcontracrorAward-Weutilizea Subcontractor Summary Analysis to develop thorough and comparable Sr- b, 21,."71, Award - scopes of work for each trade. These summaries are reviewed with the project team to ensure that the best subcontractor, based bid amount, schedule, reputation and experience, is selected. h. Describe your close out and final documentation process. Closeout Documentation - We understand the importance Of dosing out a project and providing owners with the right information so they can properly maintain the building. All the information will be provided on a credit card -sized drive that fits in your wallet. It will have all the information the maintenance staff will need, including equipmenttagging so they can scan the bar code on the equipment to get the information they need. It also includes operations and maintenance manuals, as -built drawings, subcontractor warranties, videos of the equipment start-up training, fire 14DJECI .....,r nm �1Y•ri 4P +ac ILOS EON OONMEMTS marshal documents, and any other items critical to the City of Milton after the project is completed. Unlike some similar systems, this is provided to you at no additional cost and is part of our standard turnover process. This system alleviates the need for storage of bulky documents that are often lost or difficult to find. NEW SOUTH CONSTRUCTION MANAGEMENT PLAN I PAGE 26 City of Milton I Caurt'Pollce and Fire Facilities I RFI; Number. 18-PW04 I (WaRisk Services The Project close-out begins with the start of the submittal and material procurement phase. Lags to track close - out items will be started during preconstructian, and through this fag. responsibilities are assigned to team members far accountability. We will track and log required Inspections, owner - stack materials to be turned over to the City of Milton, warranties, asbuiIts, training and commissioning, and a punchIist. We do not wait until the end of the project to begin compiling and completing these items. As items are completed during construction, they are tracked in the log and stared in preparation for final project completion and turnover. While the main folder is being accessCd from the externa! HyperDocs drive Each c•icctfonrc closeout documentrs hyperlinkcd for easy navigation or from a copied vers ron, clrcking any of the document buttons below will throughout the closeout pa[kage. For more information on how to navigate open that documCnr, through the documents, click the New South H 6 button below for instructions. NEW SOUTH C014STRUCTION MANAGEMENT PLAN I PAGE 27 Cite i5f h!iItnr I Cour*, F'allceand Ric Facllitle5 I RFP Number-18-PW04 I lmopisk Services Dave Butler, LEED AP I Erecutli-c Fite Pi-csldew of Oper•rrtiolls Neer South Construction C:olnpar„ %Committed - As needed basis Dave Butlet is the Executive Vice President of Operations at New Dave has 38 years of construction experience and has been involved in focal South Construction- Dave Is government/municipal projects for 20+ years. He has completed 74 projects responsible foi the operations comprising of well over 11 million sf in this market. Understanding the complexity and construction activities of local government projects, Dave will use his decades of expertise to help plan and for all projects under his execute the City of Milton Police/Court and Fire Facilities project, Dave holds overall supervision. His ability to pian responsibility for overseeing project management, supervision, and administrative and work effectively UeWt Work€ ffecti ely functions, from preconstruction to project Closeout. Dave has full authority to aIIocate and hisexecute with Owners, Consultants and the resources of the team as needed. Subcontractors has resulted in many highly successful projects. Relevant Project Experience: City of Milton City Hall $10,442,749 The new City Hall Complex for the City of Milton features a 31,000 sf building for city services including administration and city council chambers. The complex also features a 2,000 sf Town Hall building. The site development includes community open space, public parking and below ground storm water inanag ernent. Suwanee City Hall $7,300,040 This project Consist of a two-story, 24,000 sq. ft. Concrete steel structure building. The exterior of the building contains four types of veneer along with an eye-catching curtainiivall system at the main entrance. The main lobby features two miiroring grand staircases that lead from the entrance foyer up to the gallery outside the Council Chambers. The focal point of the second flaw is the Council Chambers. The remainder of the second floor provides new space for offices, storage and conference rooms. The building also has two rear stair towers for easy access and features a 190 foot Clack Tower that can be accessed via a spifal staircase. This is a LEER Certified building. LEER elements include, recycled construction waste; an Experience: Dave joined New Indoor Air Quality plan; use low- emitting materials such as adhesives, paints, wood, and furnishings South in 2014 and has been in the construction industry Oconee County, Detention Center $13,679,221 since 148x, completing many Oconee County Detention Center is a new 192 -bed jail. The project includes intake, adminlstration and support functions as part of a stand-alone detention facility. The construction includes loadbearing successful projects. masonry, structural steel and precast. The inmate cells are pre-fabri(ated rear -chase metal cells. The site is adjacent to the existing Oconee County Law Enforcement Center. Education: Georgia Institute of Technology GTA - Cyber Innovation & Training Center $61,325,171 Bachelor of Science, Civil This project is a 5 -Story office ! classroom building with an auditorium and a parking deck for Georgia Technology Engineering Authority MA) In Richmond County in Augusta, GA.The center was designed by Gensler and is a GTA -owned cyber range that brings together academia, private industry and governmentto establish cybersecurity standards across state and local agencies to develop and practice protocols for responding to cyber threats. This building is a placeto advance thefield of information securitywith research on vulnerability that ensures reliable and effective practices. Thefacility is approximately 159,000 gross square feet, with various agencies occupying approximately 120,000 SF. A separate pre -cast parking deck to accommodate for approximately 500 vehicles is also included. GTA Cyber Innovation and Training Center Building 2 $28,500,000 NEW WOTN C0145TRUCTION NiAN46EME11T PLAN I PAGE 2F Cite of Miltnr I CourVPolice arra Fire Facilities ; RFP Number: 18-PW04 I CM00sk services Brian Dugan! New Soutki Construction Senior Pi-ojec t Altiii qei- Compan} 100% Committed to this project Relevant Project Experience: Brian is responsible for overseeing all project City of Milton City Hall $10,442,749 management, supervision, The new City Hall complex for the City of Milton features a 31,00 s# building for city services inciuding adminis- and administration functions, tration and city council chambers. The complex also features a 2,000 sf Town Hall building. The site development includes community open space, public parking and below ground storm water management. from preconstructian to project closeout. Brian brings a wealth Emory University • Longstreet -deans Freshman Hall $30,254,330 of knowledge and experience This student housing project contains 351 beds as well as common area program. The residence hall has a partial to the project, and will ensure ground floor with 5 full stories of space above. The unit types include traditional doubles and are Organized into that the entire project team RA communities of 25-35 beds (including one RA and two SA beds per comm unity).The first floor houses common is working together to the space for residents including a centrally located complex lounge and RA communities at the north and south wings. goal of successful project The first floor is accessible from an elevated green space over parking available for approximately 58 vehicles. The completion. His ded[cation to ground floor houses apartments for Hall and Area Directors as well as storage, mechanical, electrical, and support client satisfaction and project spaces .The ground level is accessible from covered parking built concurrent with this project. The project is LEED excellence is an asset to the Gold certified. Project Team and to all of New Emory University . Hamilton Holmes Hall $9,528,158 South Construction's clients. This is a 5 -story student housing facility with 125 be&There is a mixture of semi -suites and roomsthat share a common bath at the end of the half. The building matches the adjacent housing buildings, which include; stucco exterior, copper wall panel and granite veneer accents. Part of this construction includes an expansion of the existing elevated deck to enlarge the courtyard area. This expansion area also houses stored rain water for irrigation use. The adjacent building has a gray water reclaim system, which this new building ties into, allowing ail toilets to be flushed with gray water. As a part of the LEED Water Efficiency Credit, the use of rain water and mndensatian from the HVAC system is used for irrigation. This water is stored on the elevated green deck, just udder the courtyard Experience: Brlanjoined space. The project is LEED Gold certified. New South in 2002 and has been in the construction Wesleyan School Fine Arts Building, Administration Building, and Athletics Building $19,942,431 industry since 1997. The Arts Building pauses the Middle School and High School Band, Chorus rooms, and practice space on the lower and maim levels. Also on the main level, is a sculpture stud in with an nutdoor sculpture court, as well as a grand two-story entry atrium. The upper level contains both Mtddle and High School art studios. The focal paint of the Education: University of upper level is a 200 -seat black box theater. The GilfiIlan Hall renovations consist of upgrades to include a new dance Florida studio. The new structure is a one story building consisting of nearly 26,000 stThe exterior of this building is metal Bachelor of Science, Building studs with brick and cast stone architectural details and the roof If built - up with shingles. The interior of this new Construction addition houses the administration offices, compiete with finance department and conference area, The Yancey Gymnasium is located in the center of campus and the school remained fully operational while the building was Certifications: Blood Borne under construction. Daily and after school activities could not be affected by the construction schedule. Pathogens, CPR/First Aid, Emory University, Oxford College Student Housing $22,753,391 OSHA 30, HAZCOM, Crane The New Residence Hall Complex accommodates 350 students and is comprised of two L-shaped buildings, which Erection, Steel Erection, create a large interior courtyard.The buildings feature two main lobbies, each with a differentfunction. One lobby Scaffolding, Trenching, houses the reception area for the complex and features a large lounge with recreation equipment and the Residence Excavation, Fall Protection, Life staff offices. The second lobby features a demonstration kitchen and seating area with outdoor access to the NPDES Level 1A brick patio in the center courtyard. The residence hall complex also includes a large conference room, classroom spare and the Student Health Services Clinic. This project is LEED Gold certified. PAGE 29 I MANAGEMENT FLAN NEN' SOUTH CONSTRUITION It1 if Motor and fire Facilities l RFP Nurnbev 18•1`W04 l CMP.915k 5ervlce5 John Cullum I Pr oJec t Superirrtemiew New South Construction ColizpanN- 100% Committed During Construction As Superintendent,John Cullum Relevant Project Experience: provides leadership to the City of Milton - City Hall $10,442,749 Projea Team in the field. He is The new City Hall complex for the City of Milton features a 31,000 s# building for city services including the field manager for quality administration and city council chamhers. The complex also features a 2,000 sf Town H a I I building. The site development includes community open space, public parking and below ground storm water management. and safety assurance, as well as maintaining adherence to CTA - Cyber Innovation &Training Center $61,325,171 the project schedule. During This project is a 5 -Story office; classroom building with an auditorium and a parking deck for Georgia Technology the construction phase, It is his Authority (GTA) in Richmond County In Augusta, GA. The center was designed by Gensler and is a GTA -owned responsibility to coordinate the cyber range that brings together academia, private Industry and government to establish cybersecurity standards work forces of subcontractors across state and local agencies to develop and practice protocols for responding to cyber threats. This building is a and specialty trades on-site. place to advance the field of information security with research on vulnerability that ensures reliable and effective John handles this coorcimation practices. The facility is approximately 159,004 gross square feet, with various agencies occupying approximately process through scope of 120,000 SF. A separate pre -fast parking deck to accommodate for approximately 500 vehicles is also included. work reviews, preliminary site Bellamy at DahIone ga $15,501,193 inspections with each trade The 426 bed project consists of three student housing buildings and a clubhouse. The units are apartment style prior to commencing work and and range from three bedroom to five bedrooms, ail with kitchen, living rooms, laundry, bathrooms, and closets. weekly foreman's meetings. The buildings are woad frames with Hardie siding and synthetic stone veneer exterior. The clubhouse features a John wick be responsible for pool with deck, fitness room, entertainment room, and administrative offi(es, inspecting all work in progress to ensure that the work 415 Academy on Fifth Avenue $7,610,000 conforms to specifications and This is a design 1 build project for City Schools of Decatur's new fourth and fifth grade school building containing; 23 quality standards. classrooms, music room, science rooms, media center, administration area, teacher work space, a multi-purpose room ;auditorium & gymnasium), cafeteria and kitchen. On site amenities included basketball court and a large athletic field and patio space for outside dining or instruction. Experience: John joined New Georgia State University - Alpharetta Academic Building $8,372,730 South in 1995 and has been in This project is a low-rise building similar in character to GSU's existing adjacent building. The new building consists the construction industry since of a 53,540 sf facility and has a number of classrooms, instructional labs with offices, library space, and additional 1970 support space.The project scope includes provision for approximately 5RQ parking spaces. Certifications: Bloodborne lovinggoodMiddle School $14,875,853 This project is a 180,404 sf modern r ducational facility that serves the growing community of Cobb County. The school CPR/First Pathogens, C Aid is a one-story steel framed building with brick veneer, located Dna 27 -acre site In Powder Springs. All interior wails OSHA 30, HAZCOMQM,NPDES are masonry for durability and longevity. The facility contains all necessary spaces for grades 6, 7, and 8 students, Level 1 A, Fall Protection, including two gymnasiums, 51 classrooms, 12 science labs, full functioning kitchen and cafeteria, media center, Ron Amerson Certificate of administration area, music rooms, and a 480 -seat auditorium, Commendation for Safety Excellence during 2012 (No lost time Accidents), Scaffolding, Trenching and Excavation 11A E 3; l M r,kA,E' 1:N F LA 1, NEW 5DU1H CON, 5TRUCTION City of Milian Court'Palice and Fire Facilities l ER Number. 18-PW04 i CW-vRisk 5ervlce5 Jon Harris, LEED AP vice Pi-esi{yew - Pr-econ stnictI017 New South Coiisti-uctjoii CC}TI1pany Jon Harris works closely with the Project Team on all budgeting, scheduling, and project coordination aspects. During preconstruction , Jon's responsibilities are focused on e5timating, value engineering, scheduling, and design coordinatiorl.To provide quality and thorough estimates, Jan and his staff arrange bid packages, send out subcontractor solicitations, conduct quantity takeoffs, verify constructability, initiate preliminary schedules, analyze subcontractor proposal s, and enter the cost estimate. Experience: Jon started his career with New South 1997 and has been in the construction industry since 1996, Education: Georgia Institute of Technology Bachelor of Science, Building Construction. Certifications: Blood Borne Pathogens, CPR 1 First Aid, OSHA 10, HAICOM % Committed - As Required Relevant Project Experience, City of Milton City Hall $10,442,749 The new City Hall complex for the City of Milton features a 31,000 sf building for city services including administration and city council chambers. The complex also features a 2,000 sf Town Hall building. The site development includes community open space, public parking and below ground storm water management. City of Douglasville, Public Safety & Municipal Court $20,859,974 The municipal Complex is comprised of three buildings totaling Over 94,110 sf. The new 75,000 sf, three 13) story Municipal Courthouse houses the Douglasville Police Department and includes: executive offices for the Chief of Police, Sergeants and Lieutenants. In addition. this building includes offices for police detectives, interview rooms, bookinq area, weapons storage, evidence rmnm, fitness room with women's & men's locker areas, screening lobby, 200 seat municipal courtroom, judge's chambers, probation interview roam and all associated courtroom support areas. Additionally there is a 7 S,1 SO sf, 2 story community building which includes police traininq rooms, locker rooms and indoor firing range. The complex also includes aVehicle Maintenance Building located behind the three story Municipal Courthouse.Th15 project is LEER Silver certified. Garden City Town Hall $8,870,423 The Garden: City Town Hall project rS a 33,000 sf facility which includes a Council lvleeting Room, City Administration Offices and a Police Station. The formal Lobby & Council Meeting Room are impressive two- story spaces and include stone flooring, limestone wainscot and extensive trim work with clerestory windows. The Council Meeting Room also serves as the City Courtroom. The City Administration space includes offices for city officials, the zoning and building department, city finance department and human resources. The Police Station is complete with staff offices, locker rooms, holding cells, sally port, investigative laboratory, and canine work area. The exterior of the building is traditional brick veneer with limestone bands, pilasters, fascia and coping. The building features a 75'talI dock tower with a dome roof and spire. College Park Pub] icSafety Complex $11,095,334 The 60,000 sf College Park Public Safety Complex houses the College Park Police and Fire Departments. The building also contains the College Park Municipal Courthouse, city jail, 911 call renter and an rndow firing range, as well as, associated staff support areas. Sitework includes a new public parking lot and a fenced enclosed staff parking area. The building is a two-story, cone etc -framed structure with metal roof trusses at the courthouse, fire station and main lobby. The building exterior is a brick masonry veneer to match the city hall building, cast stone accents, and standing -seam metal ruofing. The work also includes two new elevators, security systems, and communication and data systems. Spelman College - Student Housing, pining & Parking $38,593,202 The 204,000 sf student housing facility includes 109 apartment units with a total of 303 bed spaces. There are also five visitor suites, The dining hall includes a full service kitchen, serving areas and public seating for 175 students. There is also a private dining area complete with prefunction space and 30 person seating for special events. The housing is situated on top of a two level parking deck. The project is LEED Certified Silver. Paulding County Government Park $3,650,644 The new construction of the Paulding County Government Park in downtown Dallas, Ga consists of a 8.8 acre park featuring new lawns, a formal pavilion, a performance pavilion, restroom facilities, walking trails, parking areas, Silver Comet trail connections, passive use areas and supporting infrastructure. PAGE 31 I MANACEMENT PLAN NEW SOUTH CONSTRUCTION City of Milton I CoortlPolice and Fire Faciliti?5 I RFP Number 15-PWU4 I Cry Okk Services Alexandria Warner Fl-eco)istl,tfCtlD11 1ll[f11r7` ei- NeiN- South t_,Olistrui tioii CoiilpaiiN, 100% Committed During Precon Alex will work with the Vice Relevant Project Experience: President of Preconstruction City of Milton City Hall $10,442,749 estimating, value The new City Hall complex foi the City of Milton features a 31,000 sf building for city services including engineering, scheduling, administration and city council chambers. The complex also features a 2,064 sf Town Flail building.The site design coardination and development includes community open space, public parking and below ground storm water management. subcontractor procurement 1270 Spring Street $43,500,000 for the project. Alex is This project is a 5-stury residential apartment building with amenities and retail space. Also included is responsible for review and a 3 -story parking deck foi a total of 8 level structure. An elevated courtyard amenity space is located at undei standing of contract tine center of the building surrounded by the 5 -story residences. Courtyard amenity space includes a pool, drawings and specifications, upgraded Seating, lounging, and hardscape features. A fenced dog park is also located adjacent to the building which translates into a for the residents'use. The building structure includes 5 levels of a wood framed structure on top of a post - thorough scope review with tensioned concrete podium slab and 2 levels of partially underground post -tensioned slabs, cast -in - place subcontractors during foundation wafts, and permanent shotcrete shored walls. Exterior finishes consist of granite stone, brick the pricing phases. Alex veneer, fiber cement siding, stucco, perforated metal panels, cuitainwalls, storefront windows and doors, and coordinates discussion with vinyl windows. The roof lsTP0 membrane system Residential units consist of carpet, luxury vinyl tile, tiled subcontractors and suppliers bathroom floor and walls, and granite/quartz counter surfaces.There are 259 apartment units, to review potential cost saving LanierTechnital College $93,593,295 options, product information This 94 acre developmentforthe Technical College System of Georgia, features 6 buildings, including a and application to ensure conference Center. The new campus allows for the addition of programs vital to the economic growth of desired programming is met, Georgia to include marine engine technology, mechatronics, poultry science technology, wireless engineering while remaining conscious of technology and expansion of the nursing program. Key features of the new campus include industry leading project cost. technology, with the flexibility to expand, retool and adapt to advances in sciences and industries well into the future. City of Rome • Tennis Center of Georgia (TCOG) $10,210,574 Experience: nlexjoined New The City of Rome's Tennis Center of Georgia at berry College is an a 32 -acre site just north of downtown Rome. Thls facility has approximately 60 courts which includes; 6 NCAA regulation courts, 3 competition style courts,junior South in 2013 quick start courts and a clubhouse. Education: Georgia Institute Skyland Trail $12,004,602 of i eth nology The Skyland Trail Youth Campus is a 3.5 acre property adjacent to the existing campus and wellness clinic that Bachelor of Science, Civil welcomes young adultsages 18-25.The 32,009 sf facilities include a 32-hed residential wing with private Engineering bedrooms and bathrooms; community, recreation and dining areas gardens; and treatments spaces. The Youth Campus increases Skyland Trail's young adult capacity by 230 clients annually representing more than 180,000 Care -days. Special features of this project Include an activity garden. mduding hardscaping and landscaping features. The Glen at Lake Oconee $20,447,191 The Glen, isa 127,283 sf, 118 unit senior living facility located in Reynolds Plantation located on lake Oconee. This facility features support areas including a salon, exercise rooms, full service kitchen and dining looms.The assisted Jiving facility Can accommodate up to 170 patients. The residential component consists of accommodations for memory care, assisted, and independent living areas. PAGE 32 1 MANAUEM€NT PIAN KW SOUTH CC3P�'5TRUCT[0 CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES 1 Response to Request for Proposal RFP dumber: 18-PW04 Section Five: Services NEW SOUTH CONSTRUCTION COMPANY City of Milton I COUMTOlice and Fire Facilities l RFP Number; 18-PW04 I CM 4 -Risk 5erwi SECTION FIVE SERVICES a. Provide one page overview of services typically performed for similar projects using Construction Management At -Risk. Design and Pre -Construction Phase During the design phase, New South provides cost estimates and cost evaluation, value engineering recommendations, design analysis, constructabiiity reviews, technical input on methods of construction materials and prequalification of subcontractors. New South also develops and maintains a master project schedule. New South can establish the GMP at any stage of the design, preferably around 50% construction documents, • Review architectural program and owner budget and prepare a validation of that budget • Develop a target bid package level budget to assist design team in meeting the budget without redesign Provide continua! real time pricing as the design progresses • develop a major task -based bar schedule, indicating methods and sequencing of construction • Develop requirements for safety, quality assurance and schedule adherence • Continual start to finish value engineering and cost benefit performance analysis • Use economic trends to evaluate use of construction materials to help maximize the budget • Perform a"constructability"review of the construction documents • Provide detailed construction cast estimates as the design progresses • Provide analysis of different construction methods in each major trade group and check far potential double coverages in cost, and possible schedule enhancements • Conduct local business outreach and identify potential local subcontracting pool • Review need for and coordinate issuance of early -release bid packages Arrange bid packages, identifying potential bidders and generate bid documents Develop requirements to assure time, cost and quality control during construction Provide a provisional construction schedule (CPM) for issuance with bid packages Advertise and distribute bidding documents Monitor bidder activity Review and analyze bids Construction. Close-out & Warranty Phase - Du ri n g th e construction phase, New South will be responsible for methods of construction, project logistics, safety procedure administration and general conditions. We will certify work in place along with the monthly payment requests. Construction services will also include coordination and scheduling of all work and construction contracts required for the successful completion of the City of Milton Court/ Police and Fire Facilities project within the predetermined budgets. Additionally, we will assist the Program Manager and the selected Architects in management and administration of the project. Maintain an -site staff for construction management • Develop and maintain a detailed schedule including delivery, approvals, inspection, testing, construction and occupancy Conduct and record job meetings • Maintain a system far review and approvals of shop drawings • Maintain minutes and submit bi-weekly reports to Architect and the Owner Maintain quality control and ensure conformity to plans and specifications • Provide cost control through progress payment review and verifications Develop as -built drawings, and coordinate post -completion activities, including the assembly of guarantees, manuals, closeout documents and training • Conduct, record and complete a subcontractor preliminary punchlist prior to issuance of Architect's purl chlist Coordinate and monitor warranty items during the one- year warranty period b. Describe how you would implement these services to ensure the success of this project? Upon project award, New South would request a meeting with the project teamistakeholders to ensure a clear understanding of the direction and goals of the project, status of design, and the initial steps required to successfully move the project forward. Following this meeting New South would begin developing the initial budget as described in Section Four: D. The preliminary budget will provide a basis moving forward as we proceed through the design process. Duri ng th is stage we will assist th e design team with recommendations PAGE 33 I SERVILES NEW SOUTH CONSTRUCIION City of Milton I Court/Police and Fire fa[ilities I RFP Number: 10=4 I cM aRisk services and additional cost estimates to ensure the contract documents are be documented in this program. giving all parties confidence the issue completed to meet the preliminary budget and schedule, is truly resolved. We will follow the process outlined in Section Four: F. to develop any required CCO's and our GMP We will also work with the Owner and Design team to assistwith all required permitting for the project. Once we have established the GMP or early release CCO's our on-site team lead by Brian Dugan will begin the award of subcontracts. We will utilize the subcontractor proposals received during the development of the GMP and review each subcontractor's proposal to ensure they comply with all logistical, scope, and other requirements of the Project. Our team will work closely with the Owner and Designers and provide a recommendation for acceptance for each subcontractor along with a detailed scope indicating compliance with ail project requirements. Viewpoint is our project management Software, which holds our subcontracts. RFI's, change requests, submittals, and document control, and the project management software is also connected to the accounting software, which helps maintain cost control. Once the budget is entered into the system the only way it can be revised is through a change order. All subcontracts are tied to the budget, and any cost that is entered by accounting must be approved and coded to the appropriate budget item or subcontract. This system ensures that all city funds have been appropriately utilized. Once we've awarded the initial subcontracts and received our permit we will mobilize on site to begin erosion control, temporary fencing, and other temporary facilities to ensure the work can progress safely and efficiently. Our Superintendent, John Cullum, will lead the project in the field and ensure that all safety, schedule, quality, coordination, and logistical requirements are followed, We will also begin periodic Owner, Architect, and Contractor Meetings to review the progress of the Project. This will include on a monthly basis, our Pay Application which will be submitted along with detailed back up far all expenditures. This meeting will allow all stakeholders to stay abreast of any project issues and quickly resolve any conflicts or concerns. We will also develop a detailed plan for the closeout of the project to ensure a smooth and timely transition from construction to occupancy. This will indude the process for punchlist, training, and turnover of all manuals and warranties. Once complete this information will be turned over using our Closeout Procedures described in Section Four: H. The field personnel utilize Fieldiens, which ; } !• is a program that assists with the managing of i subcontractor quality control and RFPs. For ��R------ ; example, if an item is ' identified on the Architect Field Report he site superintendent can take a picture of the item, document the location on the contract drawing and send it to the subcontractor in a matter of minutes. Ontethe issue is resolved it will c. Describe your firm's approach to providing pre - construction services. We feel that the Preconstruction phase of the project is the most critical and where we can make the most impact. It's essential that a level of trust is developed between all stakeholders and that it is done in a Collaborative fashion. We've outlined the specific process in Sections Four d. and Five a. {Utilizing these processes we are confident we can work with the team to ensure a successful outcome. d. Define value engineering; describe your approach to providingvalue engineering with relevant examples where the design documents are approximately SD% complete. We pride ourselves an being an integral member of the team, working in collaboration with the owner and design team with the ultimate goal of maximizing the value of the project within the budget. Value Engineering by definition is meant to add overall value to the project. While many of the items identified during the process are true value -engineering, there are other items ti that, while necessary to achieve the project budget goals are technically cost savings items and not true V -E. Similar to our V -F process during Design Development for the Milton City Hall, we will focus on true value -engineering items and supplement these with cost savings ideas as necessary to meet the stated budget for the project. We use our extensive experience as well as our trade contractor experts to proactively identify items to investigate. Identified value -engineering and cost saving items are reviewed at project meetings and subsequently tracked as"Accepted';"Pending" or"Rejected" PAvf 34 1 5ER0',Ei NEW 50UTH CONSTRUCTION CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES Request for Proposal Section Six: Schedule NEW SOUTH CONSTRUCTION COMPANY City of Milton i Coort/Poke and Fire Faohues I Rf P Number 18-PW04 I CK4isk 5ervi{es SECTION six SCHEDULE a. Describe your general approach to the schedule for this project. VUe view the Project Schedule as the entire team's road map to success. As we described in Section Four d., upon award we would immediately meet with all parties and develop a comprehensive schedule including all activities for design, pricing, owner decisions and of course the construction elements of the project. The Schedule becomes a living document and will be reviewed at each of our Owner/Design Meetings and updated to ensure we are tracking toward our completion date. b. Describe your firm's scheduling systems and how your firm intends to manage the pre -construction schedule. We Will utiliae Microsoft Project as the software for the scheduling of the project. it is a CPM based system that uses the critical path method. This allows all parties to immediately see the impact of any decisions or issues that may arise during Preconstruction. It also lets the subcontractors pricing the project understand the schedule requirements so that their bids are based on our plan and that we don't have surprises or claims later in the project. We will continue to update the schedule as described throughout the preconstruction process and it will be included in our GMP as one of the Contract Documents. c. Describe your firm's scheduling systems and how the firm intends to manage the construction schedule. we will utilize the same schedule and system as we move into construction. We will ensure that the schedule is tied to our logistics plan and that issues such as early morning and afternoon school traffic are taken into consideration. As subcontractors are brought on board we will review and further refine the schedule utilizing are process often referred to as a "card trick" The process starts with each subcontractor writing their activities including lead times and corresponding durations [no more than 1 week] on a card. We then build the schedule backwards from completion with each subcontractor indicating other subcontractors activities that are predecessors to their own. By doing this everyone has a thorough understating of the actual critical path of the project. It also has the benefit of creating accountability not only to New South but to the other Subcontractors on the project. This schedule is then reviewed and updated weekly with the subcontractors as well as our OAC meetings. The schedule will also include owner activities for FFE, AU; as well as turnover, training, and other items to ensure a smooth transition from construction to occupancy. d. Describe alternatives that may be explored to shorten the schedule. Dwing Preconstiuction we will suggest and carefully evaluate the schedule impact of all design decisions. We will provide this information along with our pricing so that as decisians are made doth factors are taken into account. As we move into construction, we will continuously monitor the progress of the work and look for opportunities to pick up time through re -sequencing of activities and selective added work hours. e. Describe your approach to schedule control and cost control. We will manage the Project Schedule keeping everyone abreast of the status as described above. We will also work diligently to maintain the City of Milton's Court/Police and Fire Facilities budgetary goal beginning in the design and preconstruction process by providing accurate budget pricings throughout the development of the design. After competitive subcontractor pricing, we will review each proposal for completeness and thorough scope coverage, and recap these bids on our Bid Recording Sheets. Prior to subcontract award, these summarize sheets will be shared with the City of Milton. This Open Book policy assures all stakeholders that we are minimizing project risk and maximizing the use of public dollars. This Open Book policy continues into construction. Any changes and/or project contingency expenditures will be openly shared with the project team. At each OAC meeting, the overall project cost summary will be reviewed so all parties have a real time understanding of the project's costs. Throughout construction, New South will closely monitor operating casts in the office and on the site. Our dedication to our client's bottom line has gained our firm a reputation for its ability to provide the highest quality service at substantially less costthan our competition. Construction cost reductions and design alternatives will continue to be evaluated in a detailed analysis during each project phase. The project management team will make continuous project reviews during the preconstruction and construction phases of the proje(t. We will continue to solicit input from our subcontractors concerning building systems and components. /Narking together with the design team, our goal will be to make certain these elements meet the owner's needs and are consistent with industry standards. NEW SOUTH WNSTRUCTION )VHEDUrr I PAGF jr. City of Milton RFT Number 18-PWO4 Cost Freakdo,"M for General/ Required Conditions Item Duration %.ofTime Unit Cost Total Cost Superintendcrit 12 months S18o'eti } Sc°riior Pt0jm AT,M, s cf.12 months. 1001.'•4t S16,500 5.1:98,000 _lssistant ProjcciN4M icor 12 months 100".•'n $11),Oc;[} S120,600 In-ltc?use Accountant 1.2 months 2511:1f, $7,0[fi] $21;Uf}0 5 tfetr l iir�ineer 12 rnQntbs 15".'? $-"00.0 S12,600 Fiel&Off, CeS.etITp 1 lump..sum 53;000 534000 Field office Rental 12. months $4501 S5,400 Storage Trailer Rental. 12 months 5.3?5 $l,.ifl.Ll cntporan-Toilets 12 anwnihs. $1,050 $12,600 Temporan-.. Popper - 0Ffice Trailer: 12 months 5223 $2,7100 Temporary LX ater - Ofhcc Trailer 12 antindis 57i S900. jobNgns 1 Ilimp: suatt $1;5f1i] .51,500 Office Egiriprnent 12 rnonihs 51,100 513,200 ICe. / Cups 1 wgter. 12 months $.100. $1,200 Offirc Supplies 12 m�,)nthS S200. $2;400. Office Furnitme 1 lump sum $70 5730 Offire:Compirtcr 1 .lump sura S2,000 Internet Service 12 months $3[}0 53,600 IntemetScn•iccSet Up 1 luanp;sum S350 5350 Postage 12 montlis $150$1; X.) Progress Photographs 12 months S225 s? 0o Plan Prinring/Ct pFiitg 1 ivanp surd 52,50[] $~,5[.101 Cias, oil, & lfair3tenance 12 mb7 iths 51,400 516,800 Total General -Conditions $607,100 *Based.(.)n a contract value of $11,5001000 The foil owing items are considered cast 6f.work and are not included in the overhead posts: Building Permits Land Disturbance Permits Impact Fees Bands Insurance Ternporary.Roads. 'i'cn� p ovary . Fcn i i ng /Saxrlcacl cs �.I7 u s [screens C•cn.CIA Safety 1-1130 r, Alare6als tic. Supplies .SCCurlty Fane & Gradc Sun ev Materials Testing & Special Inspections Cranes, Lifrs & Hoists. Commissioning Agent Clean-up Libor Durnpsfcrs Final .Craning Tcrnpoiaty Pmver - Building Ternporar Warer - Building Small Tnols SECTION 5: COST PROPOSAL MUST BE RETURNED WITH PROPOSAL IN A SEPARATE SEALED ENVELOPE One (1) original and four (4) copies shall be submitted in a separate sealed envelope before the required deadline. The offerors cost proposal shall be signed by an authorized agent of the company. There is no maximum page limit to section 5.0. Print/Type Company Name Here: New South Construction Company Preconstruction Services Fee For the preconstruction services provided by the CM, as set for in the General Requirements, the City shall pay to the CM a fixed, lump sum fee for all costs associated with the preconstruction phase of this p roj ect. Service Unit Total Preconstruction Fee Lump Sum $75,000 Seventy five thousand dollars Print Preconstruction Fee Lump Sum in Words General/Required Conditions The City shall pay to the CM a fixed, lump sum fee for General/Required Conditions associated with this p roj ect. The CM shall provide an itemized breakdown of all services and fees included in the General/Required Conditions on a separate sheets). Service Unit Total General/Required Conditions Lump Sum $607,100 Six hundred seven thousand one hundred dollars Print General/Required Conditions Lump Sum in Words 23 [COST PROPOSAL CONTINUED. ON THE FOLLOWING PAGE) Construction Services Fee The City shall pay to the CM a. percentage fee based on the agreed upon Guaranteed Maximum Price (GIMP). :Service Unit Fee Percentage Construction Services Fee % 4.25% Four point twenty five percent Print Construction Services Fee Percentage in Words Authorized Signature ;1 pate Print/Type Name Dave Butler, Vice. President -Operations .24 .1/25/2018 CITY OF MILTON I COURT/POLICE AND FIRE FACILITIES RFP Number: 18-PWO4 CM[ Risk Services Response to Request for Proposal NEW SGUTH Buiiding Value... Building Trust NEIN SOUTH CONSTRUCTION COMPANY 1180 WEST PEACHTREE STRLLI i SUI IE 700 [ AlLAN] A, GEORGIA 30309 404.443.4000 "' Pleas.e note.this original price has been superseded.. by the following negotiated price'" "OhAF of T N SIL � 15TAPILISIIIF] M: City of Milton RFP# 18-PW04 PROPOSAL LETTER (Bidder to sign and return with proposal) We propose to furnish and deliver any and all of the deliverables and services named in the Request for Proposal (18-PW04) City of Milton Court/Police and Fire Facilities CMa@Risk Services. It is understood and agreed that we have read the City's specifications shown or referenced in the RFP and that this proposal is made in accordance with the provisions of such specifications. By our written signature on this proposal, we guarantee and certify that all items included meet or exceed any and all such City specifications. We further agree, if awarded a contract, to deliver goods and services which meet or exceed the specifications. The City reserves the right to reject any or all proposals, waive technicalities, and informalities, and to make an award in the best interest of the city, PROPOSAL SIGNATURE AND CERTIFICATION I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign for my company. 1 further certify that the provisions of the Official Code of Georgia Annotated, Sections 45-10-20 et. seq. have not been violated and will not be violated in any respect. Authorized Signature Print/Type Print/Type Com Name Here March 19, 2018 New South Construction Company 3 SECTION 5: COST PROPOSAL M I [TON'�!`V tl MUST BE RETURNED WITH PROPOSAL IN A SEPARATE SEALED ENVELOPE One (1) original and four (4) copies shall be submitted in a separate sealed envelope before the required deadline. The offerors cost proposal shall be signed by an authorized agent of the company. There is no maximum page limit to section 5.0. PrintlType Company Name Here: New South Construction Company Preconstruction Services Fee For the preconstruction services provided by the CK as set for in the General Requirements, the City shall pay to the CM a fixed, lump sum fee for all costs associated with the preconstruction phase of this project. Service Unit Total Preconstruction Fee Lump Sura 550,000 Fifty thousand dollars Print Preconstruction Fee Lump Sum in Words General/Required Conditions The City shall pay to the CM a fixed, lump sum fee for Genera llRequired Conditions associated with this project. The CM shail provide an itemized breakdown of all services and fees included in the General/Required Conditions on a separate sheets). Service Unit Total General/Required Conditions Lump Sum $607,100 Six hundred seven thousand one hundred dollars Print General/Required Conditions Lump Sum in Words 23 [COST PROPOSAL CONTINUED ON THE FOLLOWING PAGE] Construction Services Fee The City shall pay to the CM a percentage fee based on the agreed upon Guaranteed Maximum Price (GMP). Service Unit Fee Percentage Construction Services Fee % 4.00% Four percent Print Construction Services Fee Percentage in Words Authorized PrintlType Name H President 24 3/1912018 EXHIBIT "C" ENSCiR NCE CERTIFICATE a HATE (MMIDDIYYYY) ACCOR® CERTIFICATE OF LIABILITY INSURANCE 6511.112018 THIS CERTIFICATE IS ISSUED At A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE:A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, ANDTHE:CERTIFICATE HOLDER. IMPORTANT: if the certifleate holder is an ADDITIONAL INSURED, the.policy(les) must have ADDITIONAL INSURED provisions.or.be endorsed. If :SUBROGATION IS WAIVED, subject to the terms and conditions of ths' policy; certain policies may require an endorsement. A.statement on. this certificate does not confer rl ghts to the certificate holder In lieu of.6uch:on. orsement{s). PRODUCER ONCT NAAME MCGRIFF, SEIBELS & WILLIAMS OF GEORGIA, INC. 5605 Glenridge. Drive -.Suite 300 PHONE -------•-••----_.__-__-__.-__-_--_.._....__-r 404.497-7500 A1C No AN�H�--_---_..___..—__ Atlanta, GA -303Q E"MAIL noaaEss:-----........_.------ INSUREaS) AFFORDING COVERAGE NAIC41 INSURER A:2urich American Insurance Company — — 16535. .. ......._.-.------ - INSURED INSURER B .Trave€ers Propartx Casual Cam any of America 2S67A.� — New South Construction Company — — — 1180 West Peachtree Street, Suita 700 INSURian 0: l Atlanta, GA 30309. INSURER D; i INSURER F: ri HVCGAf2C4 r'-6 rrn Mr'ATF- /III IRAR PR 6R- MY' ;rQA, HIMVISKI I T-IMMIMM: THIS IS TO CERTIFY THAT. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN. ISSUED. TO THE INSURED. NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR. CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT. TO WHICH THIS CER.T€FICATE MAY BE ISSUED OR MAY PERTAIN, THE. INSURANCE AFFORDED BY THE POLICIES. DESCRIBED HEREIN IS SUBJECT TO ALL. THE TERMS.. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ENSR TYPE OF INSURANCE --- - -r POLICY EFF POLICY EXP LIMITS LTR i LYV POLICY NUMBER Fd WDD MMIDDIYYY A. 'X COMMERCIAL GENERAL LIABFLrrY GL0488524814 0810112017 I 0810112018 EACH OCCURRENCE ; $ 1,000,040. �DAMXGt! IESITEp 300;006 CLAIMS -MADE A OCCUR PREMISES LEaoccirnnnce]__-' $------.------.-.-.__ ..._ MEO EXP /Any one person] - ' $ 10,000 x xPERSONAL & /IDV INJURY. $ 1,000,000 GEN'LAGGREGATELIMIT APP LIES. PER: GENERAL AGGREGATE. $. - 2,000,000. PRO- ❑. I .. -._ _.....�...•..,......_..____ �— - � 000,000 LK,IEC POLICY LCA PRODUCTS-_COMP1OP_AGG i S..._._..._--_------- DFHER' A. '; AUTOMOBIL.R LIABILITY i BAP489624914 1 OW01/2017 08/01/2018 WM9IN5O SINGLE Limrr 1,01)0,000 x ANY AUTO BODILY INJURY.{Per parson] ` $. OWNED.. SCHEDULED AUTOS ONLY ADIOS x x i BODILY INJURY (Per acci&a o 7 $ HIRED . NON -OWNED PROPERTY DAMAGE $ AIJTDS ONLY AUTOS ONLY. iPer accidel----�--.--.--.-„M_,� x Hired FhysiCal . .$. Damage - ACV B. x UMBRELLA LIAR )( OCEUR ZUP-BIM62878-17-NF. .0810112017 08/01/2018 i EACH OCCURRENCE w r 25,000,D00, RE7CCi 35 LIAB CLAIMS: MADE .X x ~AGGREGATE — -$ 25;000,000 D RETENTION $ A v{ORICERs COMPENSATION WC489525014 08101/2017 08/01/2018 PER i xxTATUTE AND EMPLGYERS' LIABILITY .y.I.K ; � '- - ! ANY PROPRIET6RIPA4tT EWEXECU71VE l ` E.L- EACH ACCIDENT i$ 1;DOQ,QQO OFPICERIMEMBER EXCLUDED? N I A }(.-----•---------- _._.--.... _........_.. -- 1,000,000 i (Lundatm In NH) i ; E. L. DISEASE- EA It yyes, dascribs under j DFSCPIPTICNOFOPERATIONSbelow ` E.L. DISEASE - POLICY LIMIT i S 1,0{10;000 i S DESCRIPTION OF OPERATIONS 1 LOCATIONS.! VEHICLES (ACID RD 101,.AdclItlpnal Remarks Schedule, may be attached.11 more apace Is required) Re: Milton CDurVPolIce and Fire Facilities City of Miltan, its officials, employees, age nts.and.valunteers are included as Additional Insured'as respects €nsured's ongoing & completed operations fat General Liability as required by written contract. Anyone liable for: the' conduct of an "insured” 1s an Ins ured.urider the. Auto Liability, but onl'y to the extent of that liability. if Additional Insured status is provided to any person or organization under the:l'rimary Insuranoe, then Additional Insured status -is extended under the.Excess Liability coverage on the Uhibrelia policy, Where Additional Insured status is given, the General Liability, Auto and Umbre€la/Excess Coverage. provided said.Additional Insured is primary and ran -contributory over. Any. other in force and collectlble. coverage as required by w6den.00ntract..Wa€ver of.5ubrogation is.In favor of the Additional Insured forthe General Liability, Auto, Excess Liability and Warkers' Compensation policies referenced herein: as required by written contract. r.7.rrier.1 Ell d- ea•n�I�na� ralsls• rage 1 or.e u lypp-tera►�►.�nu ��nr�rsrti.l Irv. ►au rrynls reaergCu. Af`nFin 139:10inir-IniM Tina AI'O%Dr1 n.f — nA Inn^ ore mmloo—A.rnar4c ^f Af'nnn. SHOULD.ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED. BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City. Manager City Ol"Mi[ton AUTHORIZED.REPRESENTATIVE 2006 Heritage Walk Milton, GA 3004 rage 1 or.e u lypp-tera►�►.�nu ��nr�rsrti.l Irv. ►au rrynls reaergCu. Af`nFin 139:10inir-IniM Tina AI'O%Dr1 n.f — nA Inn^ ore mmloo—A.rnar4c ^f Af'nnn. AGENCY CUSTOMER ID: LDC #: A� O ADDITIONAL REMARKS SCHEDULE Page Z of Z PRODUCER MCGRIFF,.SEIBELS & WILLIAMS OF GEORGIA, INC. INSURED. New South Construction Company POLICY NUMBER CARRIER MAIC CODE .ISSUE DATE:. 05/11/2010 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: FORM TITLE: 1j COVERAGE: Contractor.':s Professional &Pollution Liability EFFECTIVE DATE: 08/01/2017 POLICY #I.: CE0744604601 ACORD 10,1 (2008101) COMPANY: Catlin Specialty Insurance Company EXPIRATION DATE: a8./0z/:a018 LIMITS $.10,000,000 Each Loss $10,000,00.0 Aggregate The ACORD name and logo are registered marks of ACORD. CERTIFICATE NUMBER: BJBY3G96 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 ( Ed. 4-84). WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered. by thispolicy. We will not enforce our rig ht. against the person or organization named in the Schedule.. (This agreement applies only to the extent that you perform work under awritten contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS.THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS., THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR:ORGANIZATION OR SCHEDULED AND PREMIUM CHARGE, This endomemenr changes the policy to Which kis. attached and is effective on the date issuedunless otherwise stated. lihe information helowIs required only when this endorsement Is issued subsequentto preparation of the policy.) Endorsernent Effective Policy No.. Endorsement No: Insured insurance Gompany Countersigned By WC 00 0313 (l d: 4-84) Copyright 1983 National Council on Cornpensation.Iris urarice Premium $ m n CIO W ED N 0 c U W UMBRELLA THIS POLICY, IN PART, PROVIDES FOLLOW—FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON ..A. CLAIMS -MACE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE.- COVERAGE NSURANCE.COVERA aE WILL APPLY ON. A DEFENSE -WITHIN -LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER. WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING. SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage: Read the entire policy carefully to determine rights, duties and what is and .is not covered: Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and. any .other person or organization qualifying as a Named Insured, under this policy. The words "we", "us" .and "our" refer to the company providing this insurance,.. The word "insured" means any person .or organization qualifying as such under .SECTION II - WHO IS AN INSURED: Other words and phrases that appear in quotation marks have special. meaning. Refer .to SECTION ill - DEFINITIONS. SECTION .I - COVERAGES a The applicable limit of insurance A:. COVERAGE A - EXCESS FOLLOW -FORM stated for the policies of. "underlying LIABILITY insurance" in the Schedule Of Underlying. Insurance 1. We will pay on :behalf of the insured will be considered to .be reducers those sums, in excess. of the or . exhausted only. by the. `applicable underlying limit", that. the following payments: insured. becomes legally obligated to ("11.. payments of judgments or pay as damages to which Coverage A settlements for. damages that �- of thisinsurance applies, provided are covered by that ".underlying that the "underlying insurance" would insurance". However; if such � apply to such .damages but for .the "Underlying insurance" has a exhaustion of its applicab-le limits of policy period which differs insurance. If a sublimit is specified in from .the policy period of this any "underlying insurance", Coverage l=iccess Follow -Form And A of this insurance applies to Umbrella Liability Insurance, damages that are in excess of. that any such payments for s.ubli.mit only if .such sublimit is damages that would. not be . shown for that "underlying insurance" covered by this Excess Follow - in the Schedule Of Underlying Form And Umbrella Liability Insurance. Insurance because of its 2. Coverage A of this insurance is differentpolicy period will not >� subject to the same terms; reduce or . exhaust the conditions, agreements, exclus€ons applicable limit of insurance. 'for and definitions as the "underlying stated such '`underlying insurance", except with respect to insurance"; any provisions to the contrary 12. Payments: of "medical exp- .contained in this insurance. eases" that are covered by 3. The. amount wewill. pay for damages that "underlying. insurance." and is .limited . as described. in SECTION III are incurred for "bodily injury" NSiIJRANCf. i>17 caused by an accident that: takes during 081 5I201YWI:T place the policy For the purposes of Paragraph 1. period of this .Excess Follow - above: Form And Umbrella Liability Insurance; or EU 00 01 07 16 0 2❑ 1 6 The Travelers lndemnity, Company. All rights reserved Page 1 of 23.. UMBRELLA (3) Payments of defense expenses ':property damage", "personal injury" that are covered by that or "advertising injury" to which "underlying insurance"; only if Coverage 8 of this insurance applies. such "underlying. insurance" includes such payments within 2. Coverage B of this insurance applies' "bodily the limits of insurance. to injury" or "property However; if such "underlying damage" only :if,. insurance" has a policy period a. The "bodily injury" or "property which differs from. the policy damage" is caused by an period of this Excess Follow-. "occurrence" thattakes place Form And Umbrella. Liab€I.ity anywhere in the world; Insurance,. any such payments for defense expenses that h The "bodily injury'.' " ro ert. y or 1 .p .p y would not. be covered by this damage" occurs during the policy Excess Follow -Farm And period; and Umbrella Liability Insurance C. Prior to the policy period, no .because of its different policy insured listed under Paragraph 'I. period will not reduce or in Paragraph B., COVERAGE B - exhaust the applicable limit of UMBRELLA LIABILITY, of SECTION - Insurance statedfor such "underlying .II. WHO Is AN INSURED and no insurance". ''employee" authorized by you to If the applicable limit of insurance give or receive notice of an stated for the policies of "occurrence" or claim, knew that "underlying insurance" in the the "'bodjiy injury" or "property Schedule Of Underlying Insurance damage" had. occurred, in whole is actually reduced or exhausted or in part. If such a listed insured by other payments; Coverage A of or authori=ed "employee." knew, this. insurance is not invalidated, prior to the policy period, that the However, in the event of a loss, "bodily injury" or "property we will pay only to the extent damage" occurred,. in whole or in. that we would have paid had such part, then any continuation, change limit notbeen actually reduced or or resumption of such "bodily exhausted by such other payments. injury" or "property damage" 6. if any '`underlying insurance" has during or after the policy period willbe deemed to have been a limit of insurance greater than known prior to the policy period: the amount shown for that insurance in the Schedule of 1 Co.Verage. B of this insurance applies Underlying Insurance, this to. "personal injury." or "advertising insurance will apply in excess of injury" caused by an offense arising that greater amount. If any out of your lousiness, but only if the "underlying. insurance" has :a limit offense was committed during the of insurance, prior to any policy period anywhere in the world. .reduction or exhaustion by payment of damages, ''medical g,. The amount we. will pay for. damages expenses�f or defense expenses is limited as described in SECTION III ,.. LIMITS OF INSI�RANEE. described in Paragraph a. above, that isless than the amount 5. "Bodily injury" or "Property damage": shown for that. insurance in the Schedule Of Underlying insurance, a. Whish occurs during the policy this .insurance will apply in excess period; and of the amount. shown for such b. Which was not prior for but was insurance in the Schedule Of during, the policy. period known .to Underlying Insurance. have occurred by any insured 5. When the "underlying insurance" listed under Paragraph 1. in .applies on a claims -made basis .and Paragraph B., COVERAGE B - includes a retroactive date provision,. [lMBRELL.A LIABILITY of SECTION .II. - the retroactive. date for Coverage A WHO IS AN INSURED, or any of this insurane is the same as the "employee" authorized by you to retroactive date of that "underlying give notice of an "occurrence" or insurance". claim; B: COVERAGE B - UMBRELLA LIABILITY includes any continuation, change or 7. We will a on behalf of the insured pay resumption of the "bodily injury" or "property after the. end of those . sums. in excess of :the. "self - .damage" the policy period. 414Mfi,D17&2r47d?M that the insured becomes legally obligated to: pay as 6. "Bodily injury" or "property damage" damages because of "bodily :injury", will be deemed to have been known Page 2 of :23 0 2016 The Travelers Indemnity .Company. All rights reserved. EU 00 01 .07 16 co r` to N CD m N 0 0 .0 C. to have occurred at the. earliest time when any insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a Reports all; Or any part, of the "bodily injury" or "property damage" to us. or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury'' or "property damage"; or c. Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur.. 7. Damages because of "bodily ;injury" include damages claimed by any person or organization for care, loss of services or death resulting at. any time from the "bodily injury". 8. Coverage B of this insurance does not apply to damages covered by any "underlying insurance." or that .would have been covered by any ".underlying insurance" but for the exhaustion of its applicable Limit of insurance. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES 1. We will reimburse the insured, or pay on the insured's behalf., "crisis management service expenses" to which Coverage C applies. 2. Coverage. C. of this insurance applies to "crisis. management service expenses" that: a. Arise out of a "crisis management event that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor" advises. you that the "crisis management event" no longer exists. 3: A "crisis management' event" will be deemed to: a First commence at the time when any "executive officer" first becomes aware of an. "event" or 'cc rr�n rig that leads to that: 08/1512017 t KfYbnagernent event"; and UMBRELLA b. End when we decide that the. crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first.. 4. The amount we will pay for "crisis management service expenses" is limited as described in SECTION Ili — LIMIT$ OF INSURANCE. 5: A "self-insured retention." does not apply to "crisis management service expenses". 6. Any payment of "crisis management. service. expenses" that we mare will not be determinative of our obligations under this insurance with respect .to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D.. DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We. will have the right and duty to defend the. insured:. a. Under Coverage A, against .a "suit" seeking damages to which such coverage applies, if: (1i The "applicab.ie underlying limit" is the applicable. limit of insurance stated for a. policy of "Underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted" solely due to payments as permitted. in. .Paragraphs. 41A(1), (2) and Iii of COVERAGE A EXCESS FOLLOW- FORM LIABILITY of SECTION I — COVERAGES; or (2) The ''applicable underlying limit" is. the applicable limit of any "other insurance and. such limit has been exhausted by payments of judgments; settle- ments or medical expenses;. or related costs or expenses (if such costs. or expenses reduce such Ilmitsy. For any "suft for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance. of this policy when such .expenses are within the limits of insurance of the applicable "underlying insurance"; or b. Under Coverage B, against. a "suit seeking damages to which such coverage applies. 2. We have. no duty to defend any insured .against any "suit": EU 00 01 07 16 0 2016 The. Travelers Indemnity Company. All rights reserved Page 3 of 28 UMBRELLA a. Seeking damages to which this in does not apply; or b. If any other insurer has a duty to defend. 3. When we have the duty to defend, we may,. at our discretion, investigate and settle. any claim or "suit". In all other cases, we may, . at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercisesuch right to participate, all expenses we incur in doing so Will not reduce the applicable limits of insurance. 4.. Our duty to defend ends. when we have used. up the app.l.icoWe limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy: 5. We will pay, with respect to a claim we investigate or settle, or ".suit against an insured we defend. a All expenses we incur. b. The cost . o.f: we. have paid; offered to pay or deposited in court the part of the judgment that is within the applicable limit >of insurance. If we do not pay part of the judgment for any reason other than it is. more than the applicable limit of insurance, we will not pay any interest that: accrues on that: portion of the judgment. With respect to. a claim we investigate or settle; or "suit" against an insured we defend under COVERAGE A - EXCESS FOLLOW -FORM LIABILITY; these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such. payments in addition to its limits of insurance. With respect. to a claim we. investigate or settle, or "suit" against an insured we defend under COVERAGE B - UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION 11 - WHO IS AN INSURED A. COVERAGE A EXCESS FOLLOW -FORM LIABILITY (1) Bail bonus required because of with respect to Coverage A, the accidents or traffic law following persons and organizations violations arising out of the qualify as insureds: use of any vehicle to which i. The Named Insured shown in the this insurance applies; or Declarations; and. t2j Appeal bonds and bands to 2. Any other person or organization release attachments; qualifying as an insured in the but only for bond :amounts within "underlying insurance". If you have the applicable limit of insurance. agreed to provide insurance for that We do not have to furnish these person or organization in a written bonds. contract or agreement: C. All reasonable expenses incurred. by the insured at our request to assist us in the investigation .or defense of such claim or "suit",. including actual loss of earnings up to $1,000 a day because of time -off from work. d. Ail. court casts taxed :against the insured in the. "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against. the insured. e. prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. ?811AJ?01iTt90%47 P#6t accrues on the full amount :of any judgment after entry of the judgment and before. a The limits of insurance afforded to such person or organization will be: (7) The amount by which the minimum. limits of insurance you agreed to provide such person .o.r organization in. that Written contract or :agreement exceed the total limits of insuranceof all applicable "underlying insurance".or (2) The limits of insurance of this policy; whichever is less.; and. b. Coverage under this policy does. not apply to such person or organization if the minimum limits of insurance . you agreed to provide such person or organization in that: written contract or agreement are wholly within the total limits of :insurance of all available applicable "underlying insurance". Page 4 of :23 0 201 B: The Travelers. Indemnity. Company. Al rights reserved.. EU .00 01 07 16 N to C1 (A. UMBRELLA B. COVERAGE B - UMBRELLA LiABILiTy course of his or her With respect to Coverage B: employment or performing duties related to the 1. The Named Insured shown in the conduct of your business, Declarations is an insured. or to your other "volunteer 2. If work.eduties rs,r p toarmthe. you .are: relatele d a. An .individual, your spouse :is also conduct of .your business; ori insured,. but only with respect (b) To the spouse, child, to the conduct of a business of parent, brother or sisterof Which you are the sole owner. that. co -"employee" or bi. A partnership or joint venture, '"volunteer worker" as a: your members, your partners and consequence of Paragraph. their spouses are also insureds, (11(a) above; but only with respect to the (c.) For which there is any conduct of your business. obligation to share damages. C. A limited. Liability company, your with or repay someone. else members are also. insureds, but who. must. pay. damages only with. respect to the conduct: because of the injury of. your .business. Your managers described in Paragraph 1)I(a) are also insureds, but only with Or .W above; or respect to their duties as your (d) Arising. out of his or her managers. providing or failing to d An organization other than a provideprofessional health partnership,.. joint venture or Gare services. limited liability company, your of and directors are also Unless you are in the business Insureds, but only with. respect to "officers" or occupation of providing professional health. care prol their duties .as your or directors: Your stockholders are Paragraphs (1j(a�, (re services, Pa )( also insureds, but only with and above not respect to their liability as apply to "bodily injury" arising stockholders' out of providing or failing to provide first aid or "Good B. A trust, your trustees are ..also Samaritan services" by any insureds, but :o.nly with respect: to of your "employees" or their duties .as trustees. . 'volunteer workers" other than 3. Each of the following is also an an employed or volunteerdoctor. "employees" insured:. Any such or. "volunteer workers" a: Your "volunteer Workers only .providing or failing to provide While performing duties related to first.. aid. or "Goad Samaritan the conduct of your business, or services" during their work your "employees", other than hours for .'you will be deemed either your "..officers" .(if you are to be acting within the scope an organization other than a of their employment by you. or partnership, joint venture or performing duties related to .limited Liability company). or your the conduct of your business. managers (if you are a limitedliability comp any). but only for. "Property damage" to property: acts within. the scope of their (a) .Owned;. occupied or used employment by you or while by; or performing duties related to the conduct of your business, (h1 Rented to; in.. the care,. However, none of these. custody or control of, or "employees" or "volunteer over which physical control workers" are insureds for: is being exercised for any (1) "Bodily injury" or "personal purpose by;. injury.'.' you, .any of your "employees" or "'volunteer workers", any of (a) To you, to your partners or your partners ar members (i# members (if you are: a you are .a partnership: or joint. partnership or jointventure), ventureL or any of your 081.1512617 02:47your members (if you members (if you are a. limited a limited. liability liability .company). company), to a co - "employee" while in the EU 00 01 07 16 Q 2.016 The Travelers hideinnity Company.. All rights reserved Page 5 of 23: UMBRELLA IL Any person (other than. your "employee" or "volunteer worker" ), or any organization, while. acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but. only: (1) With respect to. liability arising out of the maintenance or use Of that property; and [2) Until your legal representative has.. been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. R. Any organization, other than a partnership, joint venture or Limited liability company, of which you. :are the sole owner, or in which you maintain an ownership interest of. more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No. such organization is an insured or Will qualify as. a Named Insured for "bodily injury„ or "property damage" that occurred, or "personal. injury" or "advertising Injury" caused by an offense committed after the date, if any, during the policy period, that. YOU . no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly. acquire or form, other .than a partnership.. joint venture or limited liability company, and of which you are the. sole owner;. or in which you maintain an ownership interest of. more than 50%, is .an insured and will qualify as. a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this. provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and. b. Coverage for such organization does not apply to: (1) "Bodily Injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an. offense .committed; 0819 ji gXyM fired or formed the No person or .organization is an insured or will qualify as a: Named Insured with. respect to the conduct of any current or past partnership, joint venture or limited liability company that is. not shown as a Named Insured in the Declarations. This paragraph .does not apply to :any .such partnership,. joint venture or limited liability company that otherwise qualifies .as an insured under Paragraph R. of .SECTION Il — WHO IS AN INSURED. C. COVERAGE C — CRISIS mANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1. The. Named insured shown in the Declarations. 2. Any organization, other than a partnership; joint venture or limited liability company, of which you are the sole.. .owner; or in which you maintain an ownership interest of more than 50%, on the first day of the policy period.. No such organization is an insured.. or will qualify as aNamed. Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period; that you :no longer maintain an ownership interest of ,more than 50% in such organization. 3. Any organization you newly acquire or form, tether than a. partnership, joint venture or limited liability company, and of which you are the. sole owner, or in which you maintain an ownership interest of more than 50%, it there is no other similar insurance. available t:othat organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and .b. Coverage for such organization does not apply to "crisis management service expenses arising out of a "crisis manage- m.ent event" that occurred before youacquired. or formed the organization, even if an "exeeutive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event after the date you acquired or formed the organization. Page. 6 of 23 0 2016 The Travelers Indemnity Company. All rights reserved.. EU :Q0 01 07 16 N ,. 8 UMBRELLA 0 No person or organization is an insured because. of "bodily injury" or "property Or will qualify as a Named Insured With damage" 'included in the "products- respect to the. conduct of any current or completed operations hazard". past partnership, joint venture or limitedD. Subject to Paragraph B. or C. above, liability company that is not shown as. a wlilchever applies, Occurrence Limit. Named Insured in the Declarations. .the is the most we. will pay for the sum of SECTION III - LIMITS OF INSURANCE.- all: v A. The Limits of Insurance shown. in the 1. Damages, and defense expenses if Declarations and the rules below fix the such expenses .are. ..within the limits most we Will pay for the amounts of insurance of this policy, under described below to which this insurance Coverage A arising .out of any one applies regardless of the number of '`event" to which the "underlying 1. Insureds; insurance" .applies a limit of insurance that is separate frorn any a 2. Claims made or "suits" .brought; aggregate limit of insurance; and 3, Number of vehicles involved; 2. Damages under Coverage B because 4. Persons or organizations making "suits"; injury, of all "bodily "property " " damage.", injury or c.laim.s or bringing or .'personal "advertisin." g injury arising out of any n. 5.. Coverages provided. under this one "occurrence". insurance.co For the purposes of .. determining. the As indicated in Paragraph 0.1. of SECTION applicable Occurrence Limit, all related I COVERAGES; for. any. "shit" for which acts or omissions committed in the we :have the right and duty to .defend the providing, or failing. to provide first aid insured under Coverage A, defense or "Good Samaritan services" to any `" expenses will be within the limits of one person will be considered: one o O insurance of this policy when such "•occurrence". v expenses are within the. limits.. of E. The Crisis Management. Service Expenses 1p insurance of the applicable ".underlying Limit is the most we Will pay for the insurance". sum of all "crisis management service .B. The General Aggregate Limit is the most expenses" arising out of all "c.rlsis we will pay for the sum of all: management. events".. Payment of such "crisis management service expenses" is 1. Damages; and in addition to, and will not. reduce, any 2. Defense expenses if such expenses other limit. of insurance. of this policy. are within the limits of. insurance of F. The. limits of insurance of this. policy this Policy; apply. separately to each consecutive except, annual period and. to any remaining period of less than 12 rn:onths,. starting 1. Damages and . defense expenses with the beginning of the. policy period because of "bodily injury" or shown in the Declarations. If the policy "property damage" included. in the period is extended after issuance for an "a.uto hazard"; additional period of less than 1.2 months, . Damages and defense expenses the .additional period will be. deemed part because. of "bodily injury" or of the lastpreceding period for purposes elproperty damage" included in the of. determining the limits of insurance. "products-completed operations SECTION Ill — EXCLUSIONS hazard"; or This insurance does not apply .to: 3. Damages. and defense expenses for A With respect #o Coverage A and ►which insurance is provided under any Coverage $: Aircraft .Liability coverage included as "underlying insurance." to which no 1. Asbestos aggregate limit applies. a. Damages arising out of the actual C. The Products-Completed Operations or alleged presence or actual, Aggregate Limit is: the most. we will pay alleged or threatened dispersal. .o.f for the .sum of all: asbestos, asbestos finers or 1. Damages, and products containing asbestos; provided that the damages are. 2. Defense expenses if such expenses caused or contributed. to by the are within the limits of insurance of hazardous properties of asbestos. O8115/2#0 &V� ?`PM b. Damages arising out .of the actual or alleged presence or actual, alleged or threatened dispersal of EU 00 01 07 16 0 20 16 The. Travelers Indemnity Company. All rights reserved. Page.: 7 of 23 UMBRELLA any solid, liquid; gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes; acids, alkalis, chemicals and waste, and that: are part of ,any claim or "suit" which also alleges any damages described in. Paragraph. a above. Any loss, cost. or expense arising out of any: IT] Request, demand, order or. statutory or .regulatory requirement that any insured of others test for; monitor; clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to,. or assess the effects of, asbestos; asbestos fibers or products containing asbestos; or .t21 Claim or "suit" by or on behalf of a:ny governmental authority or any other person or organization because of testing for, monitoring, clean- ing up, removing, containing, treating, detoxifying or neutral izingr or in any vvay responding to, or assessing the effects of, asbestos; asbestos fibers or products containing asbestos. 2. Employment -Related Practices Damages because of injury to.: a. A. person aris ing. out of any: 111 Refusal to employ that person; 121. Termination of that person's employment; or 13) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluat- ion, reassignment, discipline, failure to promote or advance, harassment, humiliation, dis- crimination,. libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention. or imprison-ment, applied to. .or directed at that person,. regardless. of whether such practice; policy,. act or omission occurs, is applied or is committed before; during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described. in Paragraph's. 0811OWb 1 Vb2!4f*iiRbov e. This exclusion applies: a. Whether the insured. may be liable as an employer or in any other capacity; and b. To any obligation to share. .damages with or repay someone. else who must pay damages because- of the injury. 3. ERISA, C[IBB A . And Similar Laws Any obligation of the insured under; a The .Employees Retirement Income. Security Act Of 1974 {ERISA} or any of its amendments; q. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar. common or statutory law of any jurisdiction. 4. Medical Expenses Of Payments Any obligation of the insured under any "medical expenses or medical payments coverage. 5. Nuclear Material ©amages arising out of: a. The.. actual, alleged or .threatened exposure of any person or property to; or b, The "hazardous properties" of; any "nuelear material". As used in this exclusion: a. ''Hazardous. properties" includes radioactive, toxic or explosive properties;. b. "Nuclear material" means "source material", ''special nuclear material" or "by-product material"; and c. "Source material", "special nuclear .material" and "by-product mater- ial" have the. meanings given them in the Atomic Energy Act of 1951 or any of its amendments. G. Uninsured or Underinsured Motorists, No— Fault And Similar Laves Any liability imposed on the insured, or the Insured's insurer, under any of the following laws: a. Uninsured rhotorists; b. Underinsured motorists; c.. Auto no-fault or other first-pparty personal injury protection WIP7; d. Supplementary uninsured/underinsured motorists (New York); or e. Medical expense benefits . and income loss benefits Wirginia). Page 8 of 23 & 2015 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16. ULn MBRELLA a g 7. 7. War gift, distribution or use of ' alcoholic leverages, Damages arising out of: 4. Employers Liability a. War,. including undeclared or civil war; or "Bodily injury„ to.- o:b. b.Warlike action by a military force, a. An. "employee" of . the insured including action. in hindering or arising out of and in the course g defending against an actual. or of. expected attack, by any govern- (�a Employment by the insured; ❑r merit, sovereign or other authority Q using military personnel .or other (2) Performing duties related to o agents; or the conduct. of the insureds C. Insurrection, rebellion, revolution, business; or usurped power or action taken by b. The spouse, child, parent, brother a governmental authority in or sister of that "employee" as a hindering or defending against any consequence of "bodily injury'" g of these. described in Paragraph a. above. 8. Workers Compensation And Similar Laws This exclusion applies: W Any obligation of the insured under a. a. Whether the insured may be liable °0 workers. compensation, d1sabilit.y as. an employer .or in any other benef its ar unemployment capacity; and compensation law. or any .similar law. b: To any obligation to share B. With respect to Coverage l3: damages withor repay .someone 1. Expected Or Intended. Bodily Injury Or else who.. must pay damages "bodily N Property Damage because of the injury". ., " Bodily injury or "property damage', 5. Pollution expected or intended from the a "Bodily injury",. "property fD „ standpoint of the insured. This damage", "personal injury" or exclusion does not apply to "bodily "advertising injury" arising out of injury" or "property damage" the actual, alleged or threatened resulting. from. the use of reasonable. discharge, :dispersal, seepage,. force to protectpersons or property.. migration, release or escape of 2. Contracteal Liability ,pollutants". "Bodily injury",. "property damage", b. Any loss, cost or expense. arising "Personal injury" or "advertising out of any: injury" for Which the insured is (1) Request, demand, order or obligated .to pay damages by reason statutory or regulatory require- of theassumption of liability in. a ment that any insured or :any contract or agreement. This exclusion other person or organization does not apply to liability for test for., monitor, clean up, damagesthat the insured would. have remove, contain, treat, detoxify in. the absence of the contract or or .neutralize, or in any way agreement. respond to, or assess the 3. Liquor Liability effects of, "pollutants."; or "Bodily injury` or "property damage" (21 Claim or "suit" by or on for which any insured may be liable behalf of any governmental by reason. of: authority or any .other person or organization because of a. Causing or contributing to the testing for, monitoring, intoxication of any person,c.laaning up, remov.ing,. contain= includingcausing or contributing ing, treating; detoxifying or to the :intoxication of any personneutralizing, or in any way because alcoholic beverages were responding to, or assessing the Ems permitted to be brought. on your effects of, "pollutants". premises for consumption on your S. Aircraft premises; b: The furnishing of alcoholic '.'Bodily injury" or "property damage" beverages to a person under the arising out of the ownership; legal drinking age or under the maintenance, use or entrustment to 0817512i�.1.7i1ii?1.Ill. of alcohol; or others of any aircraft owned or operated by or rented or loaned to c. Any statute; ordinance oriany insured. Use includes operation regulation relating to the sale, and "loading or .unloading". EU 00 01 .07 16 0 20 115 The Travelers. indemnity Company. All. rights reserved. Page 9 of 23 UMBRELLA This exclusion applies even if. the. claims against any insured allege negligence or other wrongdoing. in the supervision, hiring, employment, training or monitoring of others. by that insured,. iif the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment. to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or. "property damage." arising out of the ownership, maintenance, use .or entrustment to others. Of .any "..auto". Use includes. operation and "loading or unloading". This exclusion applies even if . the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,. employment, training or . monitoring :of others by that insured, if the. "occurrence" which caused the "bodily injury". or "property damage" involved the. ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not. apply to "Bodily injury" or "property damage caused by an "occurrence" that takes. place: outsideof the United :States of America (including its territories and. possessions), Puerto Rico and Canada.. $. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned. to any insured. Use includes operation and "loading or unloading", Thisexclusion. applies even if the clairhs against. any insured allege negligence or other wrongdoing in the supervision, hiring, employment., training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership. maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a. While ashore on premises owned by or rented to any insured; or b. That is 50 -feet Long or less and that: 08f12917 02:47 PM you own; or (2) You do not, own and is not being used to carry any person or property for 'a charge. 9. Electronic Data Damages claimed for the loss. of, loss of use of, damage to, corruption of, inability to access, or ina.biliity. to manipulate "electronic data". 10. damage To Property, Products Or Work "Property damage" to: a. Property you own; rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement; enhancement, restoration or maintenance of such property f.or any reason,. including prevention of injury to a person or damage to :another's property; 6. Premises you. sell, give away or abandon if the "property. damage" arises out of any part of those premises; C. Property loaned to you.- 1. ou; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on. which you or any contractors or subcontractors workingdirectly or indirectly on your behalf are performing operations if the "property damage" .arises. out of those operations;. f. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed. on it; 9- "Your product" arising out of ".your product" or any part of it;. or h. "Your work" arising out of "your work" or any part of it and. included in the "products - .Completed operations hazard". 11. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property",. or property that has not been physically injured, arising out of: A. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you, or anyone acting on your behalf, to fulfill: the .terms of a. -contract .or agreement. Page 10 of 23 0 2016 The Travelers Indemnity Company. All rights reserved. EU .00 01 07 16 IN LO Q a 0 °o 0 v Q aA N 0) m W m IN N 0 0 0 m This exclusion does not apply to the. loss of use of other property arising out. of sudden and accidental 'physical injury to "your product" or "your work" after it has been Out to its intended use. 12. Recall Of Products, Work Or Impaired Property Damages. claimed for any loss, cost or expense. incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product";. b:. "Your work"; or c. "Impaired pro perEy"; if such product; work or property is withdrawn or recalled from the Market or from .use by any :person or organization because .of a known or suspected. defect, deficiency,. inadequacy or dangerous condition in. it. 1.3. Violation Of Consumer Financial Protection Laws "Bodily injury.". "property. damage", ''personal injury" or "advertising injury" arising out of any. actual or alleged violation of a "consumer financial: protection law", or any other "bodily injury "property damage'", "personal injury" or advertising injury" alleged in any claim or "suit" that also. alleges any such violation. 14. unsolicited Communication "Bodily injury", "property. damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily. injury". "property damage", "personal injury" or "`advertising injury" arising. out of any access to or dis:clo.s.ure. of any person's or organization's confidential or personal information. 16. Knowing Violation of Rights. Of Another "Personal injury or ".advertising. injury" caused by or at the direction of the insured. with the knowledge that the act would violate the rights. of another and would inflict: "Personal G;B/I5rz6'1� 1�2:, PlMdVertising injury" leltrit=l:l���l 17. Material Published With Knowledge Of Falsity ".Personal injury" or "advertising. injury" arising out of oral or written publication,. including publication: by electronic. means;. of material, if done by or at the direction of the insured with knowledge of its falsity. 1 R. Matelriai Published Or Used Prior To Policy Period a "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b. "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in. your "advertise- ment" whosefirst infringement 'in your "advertisement" was committed before: the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committedby or at the direction of the ,insured. 21 Breach Of Contract "Personal injury" or "advertising injury" arising out. of a breach of contract. 21. duality Or Performance Of Goods. Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products. or services to conform with any statement of quality or performance made in your "advertisement 22. Wrong Description Of Prices "Advertising injury" arising out of the wrong description. of the price of goods, products or services stated in your "advertisement". 23. Intellectual Property "Personal injury'' or "advertising injury". arising out of any actual or alleged infringement or violation of any of the following rights or laws, or. any other "personal injury" or "advertising injury alleged in any claim or "Suit" that also alleges any such in.fringem:ent or violation: a Copyright; h, Patent C. Trade dress; d. Trade name; Ell 00 Al 07 16 0. 20.16 The Travelers Indemnity Company: All rights reserved Page 11 of 23 UMBRELLA e. Trademark; F. Trade secret; or g. Other intellectual property rights or laws. This exclusion does not apply to: a. "Advertising in arising out of any actual or alleged infringement or .violation of another's -copyright. "title" or "slogan" in your "adverfisement"; or It. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any. such infringemerit or violation of another's copyright, "title" or IFslogan" in. your "advertisement". 24.Insureds in Media. And Internet Type Business. "Personal injury" or. "advertising injury" arising out of an offense committed by an insured. whose business is: a. Advertising, "broadcasting" 'or publishing; Il. Designing or determining content of web -sites for others; or C. An Internet search, access, content .or service. provider. This. exclusion does not apply to .Paragraphs a.41i, (2) and i3j of the definition of "personal injury". For the purposes of this exclusion: a: Creating and. producing correspondence written in the conduct of your business, bulletins, financialor annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and til: The placing of frames, borders. or links, or adve.rtising, . for you. .or others anywhere on the Internet will .not, by itself,: be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards ".Personal injury or "adv.ertising injury" arising out of an electronic chatroom or bulletin board the insured hosts; owns or over .which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product to mislead another's potential customers. C. With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses." arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred. prior to thedate you acquired or formed. that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis managem ent. event" after the date you acquired or formed such organization. SECTION V - CQN01TIUNS A. APPEALS 1. If the insured or the insured 's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self- insured retention", we may. do. so: 2. If we appeal such a judgment, we will pay .211 costs of the appeal. These payments will not reduce the Applicable limits of insurance. In no eventwill our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2. in the event of bankruptcy or insolvency of any "underlying insurer", this insurance witI not replace such bankrupt or insolvent "underlying insurer's" policy, and this. insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C. CANCELLATION 1. The first Named insured shown in #he. Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this insurance by mailing or. delivering to such first Named. Insured written notice of cancellation at least: a. 10 days before tare effective date of cancellation if we cancel for nonpayment of premium; or "Personal injury or "advertising: h• 60 days before the effective .date inJur arisin out of the unauthorized of cancellation if vire cancel for Av�t?'I�Q2T'FLfiame or product in any other reason. your e-mail address, domain name or metatag, or any other similar tactics Page 12 of 23 ® 201.6.. The Travelers Indemnity Cornpam. All rights reserved. Eu ad of o7. ie. N In 0 In H w s [3 0 .o 0 M m m UMBRELLA: 3. We. will mail or deliver our notice to insurance, you must see to it that we such first Named Insured's fast receive written notice of the claim or mailing address known to us. "suit" as soon as practicable. 4. Notice of cancellation will state the: 3. With respect :to Coverage A, the effective date of cancellation. The insured must: policy period will end on that date. a. Cooperate with us in the 5. If this insurance is cancelled, we will investigation, settlement or send such first :Named Insured- any defense of any claim or "suit` premium refund due. If we cance], the b, Comply with the terms of the refund Will be pro rata. If such first "unden1 rlying insurance"; and Named Ensured cancels, the refund may be fess than pro rata. The C. Pursue al,l rights of contribution or .cancellation will be effective even if indemnity against any person or we have not made or offered a organization who may be liable to refund. the insured because. of the injury,. 5. If notice. is mailed, proof of mailing damage or loss for which will be sufficient proof. of native: insurance is provided. under this: policy or any policy of D. CHANGES "underlying insurance". This policy contains all the agreements 4. With respect to Coverage S, the. between you and us concerning the insured must: insurance afforded. No change can be made in the terms of this insurance a. Immediately send us copies of except with our consent. The terms of anydemands, notices, summonses this insurance can be amended or waived or or legal papers received in only by endorsement issued by us and corm" al with the claim or made a part. of this. policy. E: CURRENCY b. Authorize us to. obtain necessary records and other information; Payments for damages or expenses described in Paragraph 5, of Paragraph D.. C. Cooperate with us in the DEFENSE AND SUPPLEMENTARY PAYMENTS, investigation, settlement or of SECTION I - COVERAGES will be in the defense of any claim or "suit"; currency of the United States of and America. At. o.ur sole option, we. may d. Assist us, upon our request, in the make these payments in a. different enforcement of any right against. currency.. Any necessary currency any .person or organization which conversion for such payments will be may be liable to the insured calculated based on the rate of exchange because of injury or damage to published in. the Wall Street Journal which Coverage 0 may :apply: immediately preceeding the date. the r; No insured payment. is pro.oessed: will, except at that insureds: own expense,Voluntarily F. DUTIES REGARDING. AN EVENT, OCCURREPME, make a payment, assume any CLAIM. OR SUIT obligation, make any admission or 'l. You must see to it that rive are incur any expense, other than for. ..first notified as soon as practicable of an "event" ".occurr.ence.- „ aid for "bodily injury covered by this insurance, without our consent. or which may result in a claim under this. insurance. &. Knowledge of an "event", To the extent possible, notice should `'occurrence", claim or "suit" by your include: agent,. servant or "employee"% .will not a: How; when where. the ''event" constitute knowledge by you, unless .and ❑r "occurrence" took your insurance or risk manager, or .place; anyone working in the capacity as b. The names and addresses of any your insurance or. risk manager, or persons or organizations anyone you designate with the sustaining injury, damage . or loss, responsibility of repertiing. an. "event.", and the names and addresses of "occurrence", claim or "suit"_ any.witnesses; and a. Has received notice of such c. The nature and location of any "event", "occurrence", claim or injury or damage arising out o.f. "suit" from such agent, servant or the "event" or "occurrence". "employee"; or 08IJk12pf1792:A-6ll is made or "suit" is b. Otherwise has knowledge of such .brought against any insured which "event", "occurrence", claim or may result in a claim under this EU. 00 01 07 16. a .2016 The Travelers.: Indemnity Co.npany. All rights reserved: Page 13: of 23 UMBRELLA G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1. Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2. Provide Written notice of the "crisis management event..' as soon as practicable. To the. extent possible, notice should include: a. How; when. and where that "crisis management :event" took place; Ill. The names and addresses. of. any personsor organizations sustaining injury, damage or loss, and the named and addresses .of any witnesses; or basic "extended c. The nature and location of any injury or damage. arising .out. of that crisis management event"; And "underlying insurance" d. The reasonthat "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self-insured. retention" and involve: regional or :national media. coverage. H. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate. to this insurance: 'I. At any time during. the policy period; 2. Up to three years after the end. of the policy period; and 3. Within one year after final settlement 1 of all claims under this insurance. 1. EXTENDED REPORTING PERIOD. OPTION 1. When the "underlying insurance" applies on a claims -made. basis,. any automatic or basic "extended reporting period" in such "underlying insurance" will. apply to this insurance. Z. When the "underlying insurance" applies on a claims made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to :this insurance only if:. a A written request to purchase an K. Extended Reporting Period endorsement. for this insurance. is. 0811> 2047=:4FP111and received: by us within 90 days after the end of the policy period; b. You have paid all premiums due for this policy at. the time you make: such request; C. You promptly pay theadditional premium we charge for the. Extended Reporting Period endorsement for this insurance when. due. We. will determine that additional premium after we have received your request for the Extended Reporting Period. endorsement for this insurance. That additional premium is not subject to any lirnitatian stated in the "underlying insurance" on. the: amount or percentage of additional. premium that may be charged for the "extended reporting period" in such ''underlying insurance"; and d. That Extended Reporting Period endorsement is issued by us and made a part -of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except: with respect to any provisions. to. thecontrary contained in Paragraphs 1., 2. or. 3. above, all provisions. of any option to purchase an "extended reporting period granted to you in the "underlying insurance" apply to this insurance. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated. to: a. Make inspections. and surveys at. any time; h. Give you reports on the conditions we find; and c. Recommend changes.. 2i Any inspections, surveys; reports or recommendations relate only to insurability and the premiums to be charged. We. do not make safety inspections. We do not undertake to. perform. the duty .of any personor organization to provide for the. health or safety of workers or the public. We do not warrant that conditions: a, Are safe or healthful; or b: Comply With laws, regulations, codes or standards. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: a. To j.o.in us as a party or otherwise bring us into a "suit" asking for damages from an insured; .or Page 14 of 23 0 2016 The. Travelers Indemnity Company. All rights reserved EU 00 01 07 16 b. To sue us. on this insurance. unless al.l of its terms have been fully complied with.. 2. A person or organization may sue us to recover on an agreed settlement or on a ficial judgment. against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; .or b. Are in excess of the applicable limit of insurance. .An agreed settlement means a settlement and release. of liability signed by us, the insured and. the claimant or the claimant's legal representative. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow-Forrtr And .Umbrel.la Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments. as. permitted in. Paragraphs 4.0), (2j and (3) of COVERAGE A - EXCESS FOLLOW -FOAM I.MiLi`ry of SECTION I - COVERAGES. As such policies expire, you. will renew there at limits and with coverage at least equal to the expiring limits. of insurance.. If .you fall to .co..rnply with. the above requirements, Coverage A is not invalidated. However, in the event of a loss,. we will pay only to the extent that w.e w.ould have paid. .had you complied with the above requirements. 2: The first Named Insured shown in the Declarations must .give us written .notice of any change in the "MEER underlying. insurance"' as respects: a Coverage; h. Limits of insurance; C. Termination of any coverage; or d. Exhaustion of aggregate limits. 3. If you are unable to recover from any "underlying insurer" because You fail to comply with any term MMO or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that 0811512bq+7ck}g1np Mns u ran c e". ILIMBREL LA M. OTHER INSURANCE This insurance is excess over any valid and col.lectibl.e "other insurance" whether such "other insurance is stated to be primary, contributing, excess, contingent. or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies. as: an. insured under this insurance. roust apply on a primary basis, or a primary and non- contributory basis, then insurance provided under Coverage A is subject to the following provisions: T.. This insurance will. apply before any. "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we .will not .share with that "other insurance". provided that the injury or damage for which coverage Is sought is caused by an "event"that takes place or is committed subsequent to the signing. of that contract or agreement by you. 2: This insurance is still excess over any valid and collectible "other insurance"., whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The. first Named Insured shown in the Declarations is responsible for the payment of all premiums. and will, be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to. adjustment.. except as provided in Paragraph 4. below. 1 if the premium is other than a flat charge, it is an advance premium only: The earned premium will be computed at the end of the policy period, or at the. end of each year of the pol.ic.y period if the policy period is .two years or. longer, atthe rate shown in the Declarations, subject to the .Minimum Premium. 4. Additional . premium may become payable when coverage is. provided for additional insureds under the provisions of SECTION II WHO IS AN INSURED. 0. PREMIUM AUDIT The premium. for this policy is the amount stated. in Item 5. of the Declarations, The premium is a flat EU .00: 01 07 16 0 2016 The Travelers Indemnity Company. All rights. reserved. Page 15 of 23 UMBRELLA charge uriless it is specified in the Declarations as adjustable. P. PROHIBITED COVERAGE - UNLICENSED INSURANCE 1. With respect to Loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the lavas or regulations of such country or jurisdi.Ction. Y. We do not assume responsibility for: a. the payment of any fine, fee, penalty or other charge that may beimposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Ell, PROHIBITED COVERAiGE - TRADE OR ECONOMIC -SANCTIONS We will provide .coverage for an.yi loss, or otherwisewill provide any benefit, only to the extent that providing such .coverage or benefit does not expose us or any of our affiliated or parent companies to;. `1. Any trade or economic sanction under any law. or regulation of the United States of America; or Z. Any other applicable trade or economic sanction, prohibition or. restriction. R. REPRESENTATIONS By accepting this insurance., you agree: 1. The statements in the. Declarations :and any subsequent notice relating to "underlying insurance" are accurate. and complete; 2. Thosestatements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. S. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance; and any ;rights or duties specifically assigned in. this policy to the first Named Insured shown in the Declarations, this insurance applies; 1. As if' each Named Insured were the and 2. Separately to each insured against whom claim is. made or "suit" is brought. T. WAIVER . OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US I.. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights. are transferred to us and the insured must do nothing after loss to impair there. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. .If the insured has agreed in a contract or agreement to waive that in.sured's right:. of recovery. against any person or .organization; we waive our right: of recovery. against that person or organization, but only for 'payments we: make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. Z. Reimbursement of any amount recovered will be made i'n the foil -owing .order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us, and C. Then, to any person or organization (including the insured and with. respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses. incurredin the process of recovery will be divided among all persons or, organizations. receiving amounts recovered according to the ratio of their respective recoveries. U.. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the. case of death: of an individual Narned Insured. Z If you die, your rights and duties. will be transferred to your legal. representative but only while acting within the scope of duties as. your legal representative. Until your legal representative is appointed, anyone raving proper temporary custody of your property will have your rights and duties. but only with respect to that property. Page 16 of 23 2016 'Fre Travelers Indemnity Company. All rights reserved.. EU 00 01 07 tg. ....... .. ........ N 0 UMBRELLA a g V. UNINTENTIONAL OMISS>lON OR ERROR 3. "Electronic data" means information, The unintentional omission of, or facts or programs stored as or on; unintentional error in, any information created or used on, or transmitted to provided by you which we relied upon in or from computer software {including issuing this policy will not prejudice systems and applications software}, your rights under this insurance. hard or floppy disks, CD-ROMs, However, -this provision does not affect tapes,. drives, cells; data processing devices or any other media which are a our right to co.l.lect additional premium 0 or to exercise .our rights of cancellation used . with electronically controlled or nonrenewal in accordance with equipment. 0 applicable insurance laws or regulations. 4. "Event" means an "occurrence", 8 W. WHEN LOSS IS PAYABLE -offense, accident, act, error, omission, wrongful act or loss. if we are liable under this. 'insurance, we �. will pay for injury; damage or loss after: `'!~xtended reporting period" means any period of time, starting with the 1.. The insureds. liability is. established end of the policy period of your by. claims -made insurance, during which a A court decision; .or claims or "suits" may be first made, LO brought or reported for that 03 h. A written agreement between the insurance. 00 claimant, the insured, any insurer" and. us;. and 6. "Medical expenses" means expenses Ca"underlying to which any Medical Payments a The amount of the "applicable section of any policy of Commercial. underlying limit" or "self-insured General. Liability "underlying retention" is paid by or on behalf of insurance" applies. 4pthe insured: M 7.. "Other insurance.' means insurance, or SECTION VI. - DEFINITIONS the funding of losses, that is A. With respect to all coverages of this provided by, through or on behalf of - , insurance: a Another insurance company; 1.. "Applicab.le underlying limit" means h. Us. or any of our affiliated the sum of: insurance. companies; :a. The applicable limit of insurance. c. Any risk. retention. group; stated for the policies of "unde.rl.yirig insurance" in the d. Any self-insurance method or Schedule Of Underlying Insurance program,. in which case the insur..e.d. subject to the provisions. in. will be. deemed to be the provider Paragraphs 4.0), (21 and (3) of of such insurance; or COVERAGE A - EXCESS. FOLLOW- e. Any similar risk transfer or risk FORM LIABILITY of SECTION I - management method. COVERAGES; and "Other insurance" does not include: d The applicably+. limit of insuranea a. Any "underlying insurance''; of any "other insurance" that .or applies. h. Any policy of insurance The limits of insurance in any policy sPecifically purchased to beexcess of the limits of insurance -� of "underlying insurance" will apply of this policy shown in the. even if: Declarations. IL The "underlying insurer" claims 8. "Pro.duc#s-t:ornp.leted operations the insured failed to comply with hazard": any term or condition of the policy, or a Includes :all "bodily injury" and h. The "underlying y' g insurer` becomes "property damage" occurring away from premises. you own or rent bankrupt or insolvent. and arising out of "yqur product" SEE 2. "Auto hazard" means all "bodily or "your .work" except: injury" and "property damage" to 0) Products. that are still in your which liability insurance afforded physical p05.5e5814n; or under an .auto policy of "underlying insurance" would apply but for the W Work that. has. not. yet been exhaustion of its. applicable. limits of completed or abandoned. 0811512111W A7 PM However, "your work" will be deemed completed at the earliest of the following. times: EU 00 01 07 116 0 2016 The. Traveie.rs Indemnity Company. All rights reserved. Page 17 of 23 UMBRELLA Ia) When all the work called for in your contract has been completed; (b) When. all the work to be done at. the job site has been completed if your contract. calls for work at more than one. job site; or (6) When that part of. the work done at. a job site has been out to its. intended use by any person `o.r organization other than anothercon- tractor or subcontractor working ori. the same project. Work that may need service, maintenance, correction, repair or replacement, butwhich is .otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the: .injury or damage .arises out of a condition in or on a vehicle not owned or operated by your and that c.anditi.on was created :by the "loading or unloading" :of .that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or .unused materials; or (3) Products or operations for Which. the classification listed in a policy of Commercial General Liability "underlying insurance" states that products- completed roductscompleted operations are subject to the General Aggregate Limit. 9. "Suit" means: a civil proceeding which alleges damages. ''SUIC includes: a. An :arbitration proceeding in which damages are claimed and to which the insured must submit or does submit: with our Consent; or b. Any other alternative dispute resolution proceeding to which. the insured submits with our consent:. 1.0. "Underlying insurance"; a Means the policy or policies of insurance listed in the Schedule. G.f Underlying Insurance. b. Includes: any renewal or replace-. policies if such 6Rl1=44 7miacement is during thepolicy periodof this. Excess Follow -Form And Umbrella Liability Insurance. C.. Does not include any part of the policy period of any of the policies described in Paragraphs: a or b. above that began before..or that continues after, the policy period of this Excess. follow -Form And Umbrella Liability Insurance. 11. "Underlyinginsurer" means any insurer which provides a policy of. insurance listed in the Schedule Of Underlying Insurance. B.. With respect to Coverage B and, to the extent that the following terms are not defined. in the "underlying insurance ., to Coverage A.- 1. "Advertisement" means a .notice that is broadcast or publishedto the general public or specific market segments about your goods; products or services. for the purpose of attracting customers or supporters.. For the purposes of this definition: a. Notices that are published include material. placed on the Internet or on similar electronic means of communication; and IL Regarding web sites; Only that. Part of a web site that is about. your .goods,. products or services for the purposes of attracting customers or supporters is considered an advertisement. a. "Advertising injury": 3 Means injury, other than "personal injury", caused by one or more of the fo.ilowing offenses: (1). Oral or Written pubiication. including publication by electronic means; of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, providedthat the claim is made or the ".suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods,. products or services disparaged; (2): Oral or written publication, including publication by electronic means, of material in your "advertisement" that: .(a) Appropriates a person's name. voice, photograph or likeness; or (b) Unreasonably places a person .in a.. false. light;: or Page 18 of 23 Q. 2016 The Travelers Indemnity company. All rlghts reserved. Elll 40 01 07 16 N Ln 0 U 0 .a 0 0 r� m 00 (3) Infringement of copyright, "title" or "slogan" in your "advertisement provided that the claim. is made or the "suit" :is brought by a person or organization that claims owner- ship of such copyright, "title or "slogan": b. Includes "bodily injury" caused by one or more of the offenses described in. Paragraph a above. 3. "Auto means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally .garaged... However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including :sickness or disease, sustained by a .person; or h. Mental anguish- injury or illness, o.r emotional distress; resulting at any time from such physical harm, sickness or disease.. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or .b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment; educat- ional, instructional, music or news. programming being trans- mitted; or (3) Advertising transmitted with. .any such programming. 6. "Consumer financial identity information" means any of the following information for a person. that is used or collected for the purpose of serving as a factor in establishing such. person'seligibility for personal credit, . insurance or employment or for the purpose of 48115i2663 9; PIVI business transaction: a Part or all of the account number, the. expiration ..date or the balance UMBRELLA of any credit, debit, bank. or other financial account; h. Information hearing on a person's credit worthiness, credit standing or credit capacity; C. Social security number; A Driver's license number; or e. Birth date. 7. "Consumer financial protection law" means: a. The: Fair Credit Reporting Act (FORA) and any of its amendments, including the Fair and Accurate Credit. Transactions Act (FACTAy; b. California's Song -Beverly Credit Card Act and any of its amendments; or c. Any other law or regulation that restricts or prohibits the collection,. dissemination, trans- mission, distribution or use of "consumer financial identity information". 6. "Employee" includes a ':leased Worker": "Employee" does not include a "temporary worker". 9. "Good Samaritan :.services" means any emergency medical services for which no: compensation is. demanded or received. 18, "Impaired property" means tangible property, other than "your product'. .or "yo.ur work", that cannot . be used or is less useful because: a. It incorporates "your product'' or "your work" that is known or thought to be defective, deficient; inadequate or dangerous; or b. You have failed to fulfill. the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling theterms of the contract or agreement. 11. "Leased worker" means a person leased. to you by a labor leasing firm Under an agreement between. you and the labor leasing .firm, to perform duties related to the conduct of your business. "Leased worker" does not include. a "temporary worker". 12. "Loading or unloading" means the handling of property: a After It is moved from. the place. where it is accepted for movement into or onto an aircraft, EU 00 01 07 16 0 2016 The. Travelers Indernnity Company. All rights reserved. Page 1'9 of .23 UMBRELLA watercraft or "auto"; b. While it is in or .on an aircraft, watercraft or "auto"; or c.. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement: of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or ..auto" 11 "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b. Vehicles maintained for use solely on or next to premises you own or rent. c. Vehicles that travel on crawler treads. d Vehicles, whether self-propelled or not,maintained. primarily to provide mobility to permanently mounted. (1) Power cranes, shovels, loaders, diggers or drills; .or (2) Road construction or .resurfacing equipment such as graders, scrapers or rollers: e. Vehicles not described in Paragraph a., b., .f:. or d. above. that. are not self-propelled and are maintained primarily to provide mobility to perm anendy attached equipment of the. following types: (1) Air compressors, pumps and .generators, including spraying,. welding, building . cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers. and similar devices used to raise or lower workers. f. Vehicles not described in Paragraph a., 6., c. or d. above maintained primarily for purposes other than the. transportation of persons or cargo. However, self-propelled vehicles with. the fallowing types of ttached equipment "'do n��Is equipment" but Will be considered "autos": (1) Equipment designed primarily for: 1a) Snow removal;. bIII) Road maintenance, but not construction. or resurfacing, or (c) Street cleaning; fly Cherry pickers and similar devices mounted on automobile. or truck chassis and used to raise or lower workers, and (3) Air compressors, pumps and generators, includilig spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment:. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where itis licensed.. or principally garaged. Such land vehicles. are considered "autos". 1.4. "Occurrence" means: a. With respect to "bodily i:niury" or "property damage": (1) An accident, including contin- uous or . repeated exposure to substantially the same general harrnfu1. conditions, which results in "bodily injury'' or "property damage". All "bodiily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one Froccurrence"; or (2) An act or omission committed in providing or failing. to provide first aid or "Good Samaritan services:" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care. services; h. With respect to "personal injury", an offense arising out of your business that results in "Personal injury All "personal injury" caused by the same or related injurious. material, act or offense Will be deemed to be caused by one "occurrence", regardless of the frequency or repetition ,thereof, thenumber and kind of media used or the number of persons or organizations making claims or bringing "'suits"; and Page 20 of 23 0 20 16 The Travelers Indemnity Company. All. rights reserved Ell 00 01 07 16 LD o. ra H Q U c. With respect to "advertising injury", an offense committed in the course. of advertising your goods, products and` services that results. in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof., the number and kind of:.media used or the number of persons or organizations Making claims or bringing. "suits`'. 15..'Tfficer" means a person holding any of the officer. positions created by your charter,. constitution, bylaws or any other similar governing document. 1.5: "Personal injury": a. Means injury; other than "advertising injury",. caused by one or more of the. following offenses - ('1) raise arrest, detention or imprisonment; (2) Malicious prosecution; (3) The. wrongful eviction from, wrongful entry into,. or invasion of the right of private occupancy of a room, dwelling. or premises that a. person occupies, provided that the wrongful. eviction, wrongful entry or invasion of the right of private occupancy is: committed by or on behalf of the owner, landlord or lessor .of that room,. dwelling or premises; (4) Ora.] or written publication,. including publication by electronic means;. of material that slanders or libels a person or organization or disparages a .person's: or orgarvixation's goods, products or services; provided that the claim is madeor the "suit" is .brought by a person or organization. that claims to have been slanders or libeled. or that claims to.. have had. its goods, productsor services disparaged; or (51 Ora[ or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice;. photograph or 0811512017 02:47 ftkpness; or (b) Unreasonably places a person in a false light. UMBRELLA b: includes "bodily injury'' caused by one or more of the offenses described in Paragraph a. above. 17. "Pollutants" rhean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot,. fumes,. acids, alkalis, chemicals and waste. Waste includes. materials to be recycled, reconditioned or reclaimed. 18. "Property damage" means. a Physical injury to tangible :property., including. all resulting loss of use. of that property. All such loss of use Will be. deemed to occur at the time of the physical injury that caused it; or b: Loss of use of tangible property that is not physicslly injured. All .such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the: purposes of this insurance, "electronic data" is not tangible. property. 19. "Self-insured retention" is the greater of: a. The amount shown. in the Declarations which the insured must first pay under Coverage B for damages because of all "'Ibodily injury"i "property damage",. "personal injury" or "advertising injury" arising :out of any .one "occurrence";: or. b. The applicable limit of insurance of any "other insurance" that applies. 20. "Slogan": . Means a phrase that others use for the purpose of attracting attention in their advertising: b: Does not Include a phrase used as, or in, the name of-. (1) Any person or organization other than you; or (2) Any Business, or any of the premises, .goods, products; services or work, of any person or organization other than you. 21. "Temporary worker" means a person who is furnished to you to substitute fora permanent' "employee on leave or to meet seasonal or short-term workload conditions. 22. "Title means the name of a literary or artistic work. EU 00 01 07 1.6 0 201 6 The Travelers Indemnity Company: All rights. reserved. Page 21 of 23 UMBRELLA. 23. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24. "Volunteer worker" means a person. who is not your "employee", and who donates his or her work and acts at the direction of and within the .scope of duties. determined by you, and is not. paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25.."Your product": a. Means: (1). Any goods or products, other than real property, manufactured., sold,. handled, distributed or disposed of by: (a) You; N Others trading under your name; or (£) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehiclesb materials, parts or equipment furnished in connection with such goods or products. b. Includes: 0.) Warranties orrepresentations made. at. any time with respect to the fitness, quality, dura- bility, performance or use of your product"; and .(2). The providing of or fa.i.lure to provide warnings or instructions. c. Doesnot. include vending machines or other property rented to or located for the use of others butnot sold. 26. "Your work": a. Means: (1) Work or operations performed by you or .on your :behalf; and (2] Materials, parts or equipment furnished in connection with such work .or operations. b. Includes: (1.) Warranties or representations made at any tirne with. respect to the fitness, quality; durability; performance .or use of "your .work and 08l1f1d'h102F,WI&g of or failure to provide warnings or instructions. C. With respect to Coverage. C- 1. "Crisis management advisor" means any public. relations firm or crisis management firm approved by us that is hired by you to perform "crisis management. services" in connection with a "crisis management event". 2. "Crisis management event" means an "event" or "occurrence" that your `•executive. officer" reasonably determines has resulted, or may result, in: a. Damages covered by this Coverage A. or Coverage 5 that are in excess of the total applicable lirn.its of the "under- lying insurance" or "self -'insured retention".,- and b. Significant adverse. regional or national media coverage. 3. "Crisis management service expenses" means amounts incurred by You, after a "crisis management event" first commences and. before such event ends: a For the reasonable and necessary: (1) Fees and expenses of a "crisis management advisor" in the: performance for you of "crisis management services" solely for a "crisis management. event"; and (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, .employees or agents or a Page 22 of 23 0 201.8. The. TraveEers Indemnity Company. All rights reserved.. EU 00 01 07 16 "crisis management advisor" solely for a '.crisis manage.- rnent event"; and b. For the .following expenses resulting fMen such "crisis management event", provided that such expenses have been approved by .us: 11y Medical. expenses, (2) Funeral expenses; (3) Psychological counseling; (4). Travel expenses; (5) Temporary living .expenses; 161 Expenses to secure the scene of a "crisis management event"; or (7) Any other expenses Pre - approved by us. Page 22 of 23 0 201.8. The. TraveEers Indemnity Company. All rights reserved.. EU 00 01 07 16 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "cri-sis: management .event" by maintaining or restoring public confidence in you. 5.. "Executive officer means your: A. Chief Executive Officer; h. Chief Operating. Officer; c. Chief Financial Officer; 08116/2017 02:47 PIVI UMBRELLA d. President; e. General Counsel; f. General partner (if you are a partnership); or g. Sale proprietor of you are a sale proprietorship);. or any person acting in the same capacity as any individual listed above. EU 04 0.1 07 16 0 2016 The Travelers Indemnity Cgmpany. All rights reserved. Page 23 of 23 Coverage Extension Endorsement. ZURICH Po[icyNo, Eff% Date of Pol, Exp, Date:of Pai.. EIE.Date of End. Producer No. Add'1. Prean Return "Prean. BAP -4895249-14 08/0112017 68101/2418 28020000 INCL THIS ENDORSEMENT CHANGES THE POLICY. .PLEASE .READ IT CAREFULLY. This endorsement modifies:insurance provided under the:. Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in. Section II —Covered Autos Liability Coverage: The following are also "insureds": a.. Any 'employee" of yours is an "insured" while using a covered. "auto" you don't own, hire. or borrow for .acts performed within the scope of employment by you. Any "employee" of yours is. also an "insured" while operating .an ""a`.' hired or rented under a contract or agreement in an "employee's" nanie, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business.. c. Anyone else who. furnishes all "auto" referenced in Paragraphs iA.9.a. and A.I,b, in.thts. endorsement. d. Where and to the extent permitted by law, any person(s) or ❑rgarlization(s) where required by written contract or written agreement with you executed` prior to any "accident", including those person(s) or organizations} directing your work pursuant to such written contract.orwritten agreement with you, provided the "accident arises. out of operations governed by such contract or agreement and only up to the. limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations whichever 1. s less. 2. The following is added to the Other Insurance .Condition in the Sua'iness Auto Coverage Forrh and the Other Insurance: -Primary and Excess Insurance Provisions Condition in the Motor Cartier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed.prior to any "aceident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis, However, in no event Will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds {including blonds for related. traffic lain violations] required because of an "accident" we cover. We do not haver to furnish these bonds. (4): All reasonable expenses incurred by the "insured" at our request, .including actual loss of earnings up to $500 a. day because of time off from work. U- CA- 424=F C]N (04=14) Page 1 of 5 Includes copyrighted material. of Insurance Services OM re, Inc., with its perniissiC i. C: Fellow Employee: Coverage The Fellow Employee Exclusion contained in Section 11 -Covered Autos Liability Coverage does not apply: D. Driver Safety Program Liability and. Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II —Covered Autos Liability Coverage: This exclusion does hat apply to covered "autos" participating in a driver. safety. program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The: following is added to. Paragraph 2. in the Exclusions .of Section III — Physical Damage Coverage of the. Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Forrn: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agilitydemonstratlians. E. Lease or Loan Gats Coverage The following Is added. to the. Coverage. Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event.of:a total "loss" to.a covered "auto'.:.; we will pay any unpaid amount due on the lease or loan for a. covered „auto fess: a. Any amount paid. under the Physical Damage Coverage Section of the.Coverage Form, and b. Arty: tt j Overdue lease or loan payments at the time. of.the "loss"; (2) .Financial. penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage;. (3) Security deposits not returned by -the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan. or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following- We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is. disabled: However, the labor must be performed at the plaee of disablement. G.. Extended Glass Coverage The.following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced,.the deductible shown irl the Declarations. will apply. However, if glass can be repaired and is.. actually repaired rather than replaced, the deductible will be waived. You have the option of having theglass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use'Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced bythe. following: Loss. Of Use Expenses .For Hired Auto Physical Damage, we will pay. expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract. or written rental agreement. We will pay for loss of use expenses if caused by, U-CA7424-F CW {04-14) Page 2 of 6 Includes copyrighted material of insurance Seryices.Office, rric., with its per issiaar. (1) Other than .collision only if the Declarations indicate that Comprehensive Coverage is. provided .for any covered. "auto (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided: for:any.covered "auto'; or p) Collision -only if the Declarations indicate that Collision Cdverage.is. provided for...any .covered "auto', However, the most we will pay for any expenses for loss of use is $100'per day, to a maximum of $30D0, I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical carnage Coverage Section:. Personal Effects Coverage a. We will pay upto $750 for "loss" to personal effects which are: (1 ) Personal property owned by an "insured", and (2) In or on a covered "auto'. b. Subject to Paragraph a. above, the amount to be. paid for "loss" to personal effects will be based on the lesser of: (1 ) The reasonable cost.to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above,only applies in the event of a total theft of a covered "auto'". No deductible applies to this coverage. However, we will not pay for "loss",te personal effects of any of the following' (1) Accounts, bills, currency, deeds:, evidenceof debt., money, netes,..securities, or commercial paper or other documents of value.. {Z}. Bullion, gold, silver, platinum, or other precious :alloys or metals; furs or fur garments,. jewelry, watches precious or semi-precious stones, (3) Paintings, statuary and other works of arta (4): Contraband or property ,in the course of i.liegal transportation or trade. (S). Tapes; :records, discs or other similar devices used with audio, visual .dr data .electronic equipment.. Any -coverage provided by. this Provision. is excess over any other insurance coverage availablefor the same J. Tapes, Records and Discs Coverage 1. The Fxclusion in Paragraph B.4 -a. of Section Ill - Physical Damage Coverage. in the 2usiness Auto Coverage Form .and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage .in the: MctoCarrier Coverage Form does .not .apply. 2. The following is added. to Paragraph 1.2. Comprehensiv.e Coverage under the Coverage. Provision of the Physical damage Coverage Section: We will pay: for "loss" to tapes, records, discs or.other similar devices used with audio, visual or data electronic. equipment:. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices., (a) Are the property of an' insured' and {b} Are in a covered "auto" at the time of "loss".. The most we. will. pay for such "loss" to tapes, records, discs or other similar devices is %500. The Physical Damage. Coverage Deductible Provision does not apply to such "loss". U -GA 424-F..Cw [0.4-14]. Page 3 of 6 1nciLid es copyrighted material of Insurance Services. Office, Inc.; with its permission.. K. Airbag Coverage The Exclusion j Paragraph 8.3.a. of Section. 11.1- Physical Damage Coverage. in the Business. Auto Coverage Form. and the Exclusion in Paragraph E3.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply .to the accidental discharge of an airbag. L.. Two or More. Deductibles The..following is added to the Deduct!ble Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to.you by us, the following applies for each covered "auto" on aper vehicle basis: 1. if the. deductible on this policy or Coverage Form.is the smaller (or smallest) deductible, it will be waived; or 2. If`the.deductible on this policy or Coverage Form is not the smaller.(or:smallest) deductible, it will be reduced by the amount of the smaller (or`smallest) deductible. M. Physical Damage— Comprehensive Coverage — Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section;. Regardless of the number of covered "autos" damaged or stolen, the maximun.deductible that will be applied to Comprehensive Coverage foral "loss" from.. anyone Cause] s $5,000 or the deductible shown in the Declarations, Whichever is greater, N. Temporary Substitute Autos —Physical Damage 1. The following is added to Section 1-- Covered Autos: Temporary Substitute Autos — Physical Damage. If Physical carriage Coverage .is provided by this Coverage Form on your owned. covered "autos", the following types of vehicles. are also. covered. "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its.. 1. Breakdown; 2. Repair; 3. Servicing; 4. "Lass' or 5. Destruction. 2. The . fol .lowino is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Su bstitute. Autos —Physical Darnage We:wlli pay the owner for "loss"to the temporary. substitute "auto'` unless the "loss" results from fraudulent acts or omissions on your part.: If we make any payment to the owner, we .wiii obtain the owner's rights against any other Pa rtY= The. deductible for the temporary substitute "auto' will be the same as the deductible for the covered "auto" it replaces: Q. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim; Suit Or Loss Condition is replaced by the following a. In the event.af "accident", clairn, "suit" or "loss", you must. give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss However, these duties only apply when the "accident"; claim, '"suit" or "loss" Is known to you (if you:are an individual), a partner.(,if you are a partnership), a member (if you are a limited liability company) or an executive officer .or insurance manager (if you are a corporation).. The failure, of any U-CA:424-F .CW (04-14) Rage 4 of Includes copyrighted material of insurance Services Office,. Inc., with its permission: agent, servant or employee of the "insured" to notify us of any "accident", claIm,.'t it" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable:. [1] How, when and where the "accident or "loss" occurred and if a claim is made.or "suit" is brought, written notice of the clairrl at "suit" including, but not limited to, the date and details of such claim or "suit`'; (2) The "insured's" name and.address; and (3) To the extent. possible, the names and addresses of any injured1persons, and witnesses... If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us wiII not be seen as a violation of these amended duties provided you give us notice. as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer -Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others 7o Us Condition: This Condition does.n.ot.apply to the extent required of you by.a written contract, executed prior to ariy "accident":or "loss", provided that the "accident" or "loss" arises out. of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract; Q. Employee Hired. Autos " Physical Damage Paragraph b. of the Other. insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance -- Priniary.and Excess. I nsura nce Provisions Condition in the Motor Carrier Coverage Form. are replaced by the following:, For Hired Auto Physical Damage Coverage, the. following are deemed to be covered "autos" you: own: (1) Any covered "auto" you lease, hire, rent or Borrow; and (2) Any covered "auto" hired or rentedunder a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being. operated within the course and scope Of: that "employee's:` employment.by.you or.that.elected or appointed official's duties as respect their obligations to you. However, any "auto" that is. leased, hired, rented. or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose. Hazards The foilowing is added to. the. Concealment, Misrepresentation Or Fraud Condition: However, we: will not deny coverage under this Coverage Form if you unintentionally; (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos'` or other misstatement. of information. You must notify us as soon as possible after the discovery Of ari}i hazards or any other information that was not provided to us prior to the acceptance of this polic.y. S. Hired Auto —World Wide Coverage Paragraph 7a.(5) of :the Policy Period, Coverage. Territory Condition. is replaced by the:following: (5). Anywhere. in the world if a covered "auto" is leased, hired, rented -or borrowed for a period of 60 days or less, T.. Bodily Injury Redefined The definition of "bodily injury" irthe Definitions section is replaced by the following; "Bodily injury" means bodily injury, sickness or disease, sustained by 'a person including death or mental anguish, resulting frorn any of these at anytime. Mental anguish.means any type of mental. or emotional illness or disease. u -CA 9z4=F cw (04-1 4) Page 5 of fi. 1neludes copyrighted material of Insurance Services Office.; Inc:; with its porrrlissfon. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions. under Section [I:— Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property .damage" expected or intended. from .the standpoint of the "insured". This exclusion does. not apply to "bodily injury" or "property.damage" resulting from the. use of reasonable force to protect persons or property. V. Physical Damage —Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section ill. —Ph ysica.ldamage Coverage. is replaced by the. following: 4. Coverage Extensions a.. Transportation Expenses We will: pay up to 650 per day to: a max! rnurn of $1,000 for temporary transportation expense incurred .by you because of the total theft .of a covered "auto" of the private passenger type. 11Ve will pay only for these covered. "autos" for which you carry either Comprehensive of. Specified' Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned. to use or We pay for its "1055": W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source.Auto The following is. added to. Paragraph A.. Coverage of the. Physical. Damage Coverage Section: In the event of a total ".loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the ,private passenger type, we will pay an additional 10% of the. cost of the replacement "auto", excluding tax, title, License; other fees and any aftermarket vehicle upgrades, up to. a maximum of $2500. The covered. "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 6D calendar days. of the payment of the "loss" and evidenced by a bill of sale or hew: vehicle. (ease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power.. The other source of propulsion power must be electric hydrogen propane solar or natural gas,. either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be. powered by a source of propulsion power other than a conventional gasoline engine. An. "auto" solely propelled. by biofuel gasoline. or diesel fuel. or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension. Provision of the Physical Damage Coverage Section: If a covered "auto is stolen and recovered, we will pay the cost of transport .to return the "auto" to you. We. will. pay only for those.cov.ered."autos" for which you carry either Comprehensive or. Specified.Causes of Loss Coverage - .Al I overage_ All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA 424-F CW (04714) Page 6 of E Includes copyrighted materiai of'Insurence Services Office, InC_ with 1ts perrnission. 19 Mobile Only those "autos" that. are. nand Yehicles and that would qualify underthe definition Equipment of "mobile' equipment" under thispolicy if they were not subject tocompulsory or :.a Subject To financial responsibility law or other rotor vehicle insurance law where they are Compulsory Or licensed.or principally garaged. f=inancial Responsibility Or Other Motor Vehicle Insurance Law On Iv B. Owned Autos You Acquire After The Policy Begins 1.. If Symbols. 1, 2, 3, .4, 5, 6 or 19are entered next to a coverage in Item Two of the. Declarations, then you. have . coverage for "autos" that. you. acquire of the type. described for the remainder of the policy periodf, .2. But, if Symbol 7 is entered next to a:coverage in Item Two of the Declarations; an "auto" you acquire will be a covered "auto` for that coverage only if:. :a. Vele already cover all "autos'that you own for that coverage or it replaces. an "auto' you previously owned that had that coverage; and: b. You tell us within 3g.days after you acquire it that you vivant us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos: Liability Coverage.is provided by this Coverage. Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. 'Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel On public roads:. 2.. "Mobile. equipment" while being carried or towed by a covered "auto", 3. Any "auto" you do not own while used with the permission of: its owner as.. a temporary substitute. for a covered "auto'` you. own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II — COVERED AUTO$ LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay .as a "covered pollution cast or .expense" to which this insurance. applies, caused by an "accident" and resulting from. the. ownership, maintenance or use. of covered "autos". However, we will only pay for the "covered pollution cost or expense if there is .either "bodilyinjury" or "property.damage" to which this insurance applies. that is caused by the same"accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered. pollution cost or expense"..However, we. have no duty to defend any '`nsured" against a ''suit" seeking damages for "bodily injury" or "property :damage" .or a. "covered pollution cost .or expense" to which this insurance does not.apply. We may investigate and:settfe.any claim or "suit" as we consider appropriate. Our duty to defend.or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by pa.yment of"judgments or settlements. 1. Who is An Insured The following are "insureds", a. You for any covered "auto". b. Anyone else while using with. your Permission a covered "auto". you own; :lire or barrow except: {1} The... owner or anyone .else from whore you hire or borrow a covered "auto", This exception' does not apply if. the covered `.'auto" is a "trailer" connected to .a covered "auto" you own.: Page 2 of 12 0 Insurance Services Office, inc:,:2011 CA oo o1 10 13. (2) Your "employee" if the covered "auto' is owned by that "employee" or a member of his or her household, (3) Someone using. a covered "auto' while he or ..she is working in. a business of selling, servicing, repairing, parking. or storing. "autos" unless that business is yours. (4) Ariyone other than your "employees", partners .(if you are a. partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving propertyto. or from a covered ' auto", (5) A. partner (if you: are. a partnership)or a member (if you are a limited liability company) fora, covered "auto" owned :by hien or her or a member .of his or her .household. c. Anyone liable for the conduct of an "Insured" described above but only to the extent of that.iiability, 2. Coverage Extensions. a. Supplementary Payments We will pay for the "insured': (1) All expenses we incur. (2). Up to $2;000 for cost of bail bonds (including bonds for related traffic law violations). required because of an "accident" we cover. We:do not Have to furnish these bonds. (3) The costof bonds to release attachments in any ".suit" against the "insured"we defend, but .only for bond amounts within our Limit of Insurance, (4) All reasonable. expenses incurred by. the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All. court costs taxed against the. "insured" in any "suit" against the ''insured" we defend. However, these payments do. not i ncl ude.. attorneys' fees or attorneys' expenses taxed against the "insured". (B) All interest. on .the full amount :of any judgment that accrues after. entry of the judgment. in any "suit" against `the "insured" we defend, but our duty to pay interest ends when we have paid, offered to. pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not. reduce the Limit of Insurance, b. Out-of-state Coverage. Extensions While a covered "auto" is away from the state where it is.licensed,. we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the. covered "auto' is being used. This extension does not apply to the limit or limits specified by. any law governing motor carriers of passengers or. property_ (2) Provide the minimum amounts and types of other coverages, such asno- fault; required of out-of-state vehicles by the jurisdiction where the covered "auto" is .f being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured 2. Contractual Liability assumed under any contract or agreement. But.this exclusion does not apply to .liability for -damages.- a. .Assume amages;a.Assumed in a.contract.or agreement that is an "insured contract' provided the '"bodily injuryor "property, damage" odours subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Worker' Compensation Any obligation for which the. "insured" or the "insure.!! insurer may be held liable under any workers' compensation, disability benefita or unemployment compensation law or any similar law. CA 00 0110 13 0.1 ns.urance Services Office, [no,, 201.1 Page 3 of 12 4. Employee Indemnification And Employer's Liability 'Bodily injury'' - to, - a. An "employee'` of the "insured" arising out of and in the course. of: (1) Employment by the "insured";. or (2) Performing the duties related to the conduct of the "insured's"business; or b. The spouse; .child, parent, brother or sister of that "employee" as a consequence of Paragraph a.:above. This exclusion applies: (1) Whether .the "insured" may be liable as an employer or in. any other capacity and (2) To any obligation to share.damages with or repay someone else who most. pay. damages because oft he injury. But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the :Coverage Form, a domestic "employee" is a person. engaged in household or domestic work performed principally in connection with a residence: premises. 5. Fellow Employee: "Bodily injury" to: a. Any fellow "employee" of .the "insured" arlsinonut of and in the course of :the fellow "employee's" employment or while. performing duties related to the conduct of your business; or b.. The. spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. S. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the"insured" or in the d's "insure'' care, custody. or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. .b. After it is(moved from the covered "auto" to the place where it:is finally delivered by the "insured S. Movement Of Property By Mechanical device "Bodily injury" or "property damage" resulting from ` the movement of property by a mechanical device Cotner than a hand truck) unless the device.. is attached to the covered ;,auto". 9. Operations "Bodily injury" or "property damage" arising.out of the operation of: a. Any equipment listed in Paragraphs. g.b. and 8.c. of the definition of "mobile. equipment"; or b. Machinery or equipment that is on, .attached to or part. of a land vehicle that would. qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations 'Bodily injury'' or "property damage" arising but of your work after that work. has been completed or abandoned, In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials; parts or equipment furnished in connection with such work. or operations: Your work includes warranties or representations made at any time with respect to. the fitness, quality, dura bility.or.performance of any of the iterns included in Paragraph a. or .b. above. Your work will be deemed Completed at the earliest of.the following times: (1.) When all of the work called for in your contract has been completed; (2). When all of thework to be done at the. site has been oompleted. if your contract calls far workat more.than.one .siW c is Handling Of Property (3) When that part of the work done at a job "Bodity injury" or "property damage" resulting site has been put to its intended use by from the handling of property: any person or organization other .than another contractor or subcontractor .a.. -Before it is moved from the: place where it is working on the:sarime project. .accepted by the "insured" for movement into or onto the covered "auto"; or Page 4 of 12 0 Insurance Services Office Inc., 2011 CA GG 01 101.3 Work that may need service, maintenance, correction; repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out. of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants a. That are, or that are contained in. any property that.is: {1) Being transported or towed by, handled or handled for movement into; onto or from the covered "auto"; (2) Otherwise In the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the. covered ' `auto' b. Before the "pollutants" or any property in which the "pollutants" are contained are. moved from the place where they are accepted by the "insured" for movement into or onto the: covered "auto"; .or c. After the "pollutants" or any property in which the "pollutants" are contained are Moved from the covered "auto" to the. place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph ..a. above does not apply to fuels, lubricants, fluids; exhaustgases or Other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or Mechanical functioning of the covered "auto' or its parts if: (1). The "pollutants" escape, seep,. migrate ❑r are discharged, dispersed or released: directly from an "auto" part designed by its, manufacturer to hold, store, receive or dispose of such "pal I utants"; and (2) The "bodily injury" "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. .and SX. of the definition of "mobile equipmeht". Paragraphs b.. and c: above of this exclusion do not apply to "accidents" that occur away from prerrilses owned by or rented to an "insured" with respect to "pollutants'" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are. contained are upset, overturned or damages{ as a result of the maintenance or .use of a covered "auto'; and {b} The. discharge, dispersal,. seepage, migration, release or escape of the "Pollutants" is caused directly by such upset, overturn or damage.. 12: War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including:undeclared or civil war; b. Warlike action by .a military force, including action in hindering or defending against an actual or expected :attack, by any government, sovereign or other authority using military personnel or other agents; or c. insurrection, rebellion, revolution, usurped Power or action taken by governmental authority in hindering or defending against any of these. 13 Racing. Covered "autos" while used.in any professional or organized racing or demolition contest or .stunting activity, or while practicing for such contest or activity. This insurance :also does not apply while that. covered "auto" is being prepared for such a contest.or activity. G. Limit of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles .involved in the "accident", the most we willpay for the total of all damages a.nd "covered pollution cost or expense"combined resulting from any one "accident" is the Urnit Of lnsura tce for Covered. Autos Liability Coverage shown in the. Declarations. CA 00 01 1.013 Q Insurance Services Office, Inc,, 2011 Page 6 of 12 All "bodily: injury "property damage" and "covered pollution cost or expense" resulting from continuous or repeated exposure to substantially the same conditions will be considered as. resulting from one "accident": No one. will be entitled #o receive duplicate payments for the same elements of "loss" under this Coverage Farm :and any Medial Payments Coverage endorsement, Uninsured Motorists. Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part.. SECTION Ill. — PHYSICAL DAMAGE COVERAGE A. Coverage T. We will pay for "lass" to a. covered "auto" .or its equipment under: a. Comprehensive Coverage. From any cause except; fly The covered. ''auto's" collision with another object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Ca used. by.: (1) Fire, lightning or.explosion; 423 Theft;. (3). Windstorm, hail or earthquake (4) Flood;.. (6) Mischief or vandalism; or (6) The sinking, burning, collision or derailment of an.y conveyance transporting the covered "auto". c. Collision Coverage Caused by {1) The covered. "auto's" collision with another object; or (2]. The covered°auto's" overturn. 2. Towing We will..pay .up to the limit shown in the. Declarations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However,. the labor must be performed at. the place. of disablement.. 3. Glass Breakage —Hitting A 8ird.Or Animal — Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the following under Comprehensive Coverage' a. Glass breakage; b. "Loss caused by hitting a bird or animal; and. c. "Loss" caused byfalling objects or missiles. However, you. have the. option of having glass breakage caused by a covered "auto's" collision or overturn considered. a "loss" under. Collision Coverage.. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense. incurred by %you because of the total. theft of a covered "mato" of the. private passenger type. We. will pay only for those covered "autos" for which you carry. either Comprehensive or Specified Causes Of Loss Coverage. We Will pay for temporary transportation expenses incurred during the period beginning 4$ hours after the theft. and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired AutoPhysical Damage, we will pay expenses for which. an. "insured" becomes .legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if c used by (1) Other than collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered "auto';: (2) .Specified Causes Of Loss only if the Declarations indicates .that Specified .Causes Of Loss Coverage is provided for any covered "auto"; or Page 6 of 12 0 Insurance Services:Office, Inc., 2011 CA. 00 01 10 13. {31 Collision only if the Declarations indicates that Collision Coverage is provided for awcovered "auto"- However, auto"_However, the most we will pay for any expenses for loss of use is $20 per day; : to a.. maximum of 600., B.. Exclusions 1. We will not pay for "loss" caused. by or resulting from any of the following.. Such. ''loss" is excluded regardless of any other cause or event that contributes. concurrently or in any .sequence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or ;radioactive. contamination, however caused. b. War Or Military Action (1). War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack,. by. any government, sovereign or other authority using military personnel. or other agents; or. (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering. or defending.against any of these: 2. We will notpay. for "loss"' to any covered:`'auto" while. used in any professional or organized racing or demolition..contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to ahy covered '"auto" while that. covered "auto". is being. prepared for:such a contest or activity, 3. We will not pay for "Loss" due and confined to.: a. Wear and tear, freezing, mechanical. or electrical breakdown. b. Blowouts, punctures or other road damage to tires.. This. exclusion does not apply to such "loss" resulting from the total theft. of a covered "auto'.'. 4. We will not pay for "loss" to any of the following: a. Tapes.; records; discs or other similar audio, visual or data electronic. devices designed for use with audio, visual or data electronic equipment:. b. Any device. designed or used to detect speed -measuring equipment, such as radar or laser detectors,. and any jamming apparatus intended to elude or disrupt speed -measuring equipment. C. Any electronic equipment, without regard to. whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the. electronic:.. equipment described in Paragraph c.. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the. "auto's" electrical system that, at the tirne: of "loss", is.. a. .Permanently installed in or .upon .the covered "auto" .b. Removable from a housing unit which 'is permanently installed in or upon the covered "auto"; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b..above,.or d. Necessary for the normal operation of the .covered "auto' or the monitoring. of the covered "auto's" operating .system. 6. We will not pay for "lass" to a..covered "auto" dub to "diminution in value C. Limits Of Insurance 1. The most we will pay for: a. "Loss" to any one covered "auto' is the Iesser of:: {1] The actual cash value of the damaged or stolen property as of the time of the "loss": or. (2) The: cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. Ail electronic equipment that reproduces,. receives or transmits audio, visual or data signals in any one "loss" is $1,000, if, at the time of "loss"; such electronic equipment is; (1 ) Permanently installed in or upon the covered "auto' in a housing,. opening. or other location that.:.is not normally used by the "auto' rrianufacturer for the installation of such equipment; CIS 00 01 101.3 0. Insurance Services Office, Inc., 2011 Page i of 12 (2). Removable from a permanently installed housing unit as described in Paragraph b.(1) above; or (3) An integral part of .such equipment as described in Paragraphs b.(l and b.(2) ..above. 2. An adjustment for depreciation :and physical condition Will be made in determining actual cash value in the:event of a total "loss", 3. If a repair or replacement results in better than like kind or quality,. we will not pay for the amount of the betterment.: D. Deductible For each covered "auto", our .obligation to pay for, repair, return or replace damaged or stolen property will. be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV —BUSINESS AUTO CONDITIONS The following conditions apply in addition to the. Common Policy Conditions; A. Lass Conditions 1. Appraisal For Physical ©anlage Lass If you and we disagree on :the amount of "'loss"; either may demand an .appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state. separately the actual cash value and amount of "lase". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by .any two will be binding. Each party will! a. Pay its chosen appraiser; and: b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will. still retain our right to deny the claim. 2.. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless. there has been full compliance with the fallowing duties: a. In the event of "accident", claim, ''suit" or "loss" , . you must .give. us or our authorized representative prompt notice of the "accident" or "loss Include:. (1 ) How, when and where the "accident' or "loss" occurred; (2) The "insured's" name and.addreW.:and (3). To the .extent possible; the. names and addresses of any injured persons and witnesses. b. Additionally, you. and. any other .involved "insured" must.- (1) ust:(1) Assume no obligation, make no payment or incur no. expense without our consent, except at the i iinsured's" own cost. (2) :Immediately send us copies. of any request, demand, order, notice, summons or legal paper received concerning the claim of "suit (3) Cooperate with us in .the investigation or settlement of the claim or defense agamstthe''suit'° (4) Authorize .us to obtain medical records or other pertinent 1nfcmation. (5) Submit to examination, at our expense, by physicians of our choice; as often a5 we reasonably require. c. If there is "loss" to a covered ''auto" or its equipment, you must: also do the. following: ('I) Promptly notify the police if the. covered "auto' or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto from further damage. Also keep record of`your expenses for consideration in the settlement of the. claim. (3). Permit us..to. inspect the covered "auto" and records proving the "loss" before its. repair or disposition, (4) Agree to examinations under oath at our. request and give us a signed statement. of your answers;. 3. Legal .Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the. amount of that obligation has finally, been determined by judgmentafter trial. No one has the right under this. policy to bring us. into an action to determine the "insured's"liability. Page 8. of 12 6 insurance Services Office, Inc., 201.1 CA 00 0110'1.3 4. Lass Payment— Physical. Damage Coverages At our .option, wemay: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft;,or c: Take all. or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment. will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization? to crfor whom we. make payment under this Coverage Form has rights to recover damages from. another, those rights are transferred to us. That person or organization must do :everything. necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions. 1. Bankruptcy Bankruptcy or insolvency of the. "Insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form.. 2. Concealment,. Misrepresentation Or Fraud This Coverage Form is void in any case. of fraud. by .you at any time. as it relates to. this Coverage Form, It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning; a. This Coverage Form,: b. The covered "auto' .c. Your interest in the covered "auto''; or d. A clairri under this Coverage. Form. 3. Liberalization If. we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the. additional .coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, staring or transporting property for a. fey: regardless of any :other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this. Coverage Form provides primary insurance... For any covered '.'auto"you don't own, the insurance provided by this Coverage Form is excess over .any other collectible insurance. However, while a covered "auto' which is :a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer' is; (1 ) Excess .while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto. Physical Damage Coverage, any covered `auto" you lease, hire,. rentor borrow is deemed to be a covered "auto" you own. However, any "auto" that is. leased, hired; rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of .Paragraph a. above;. this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract d. When this Coverage Form and any other Coverage Form or policy covers on the same basis; either excess or primary, we will pay only our share.. Our share is. the proportion that the Limit..:of .Insurance. of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on. the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this.palicy began_ We will compote. the. final premium due. when we .determine your actual exposures. The estimated total .premium Will becredited against the: final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If .the :estimated .total premium exceeds the final premium due, the first .Named Insured will get a.refund.. b. if this policy is Issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning :of each year.of the policy: CA 00 0.1 1013 CE) Insurance Services Office, Inc., 2011 Page :9 of 12 7. Policy Period, Coverage. Territory Under this Coverage Form; we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and I,: Within the coverage territory. The coverage territory is: (1) The United States: of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and. t5j Anywhere in the world. if a covered "auto" of the private passenger type is leased, Hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is. determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto: Rico or Canada, or in a settlement we agree to. We.also. cover "loss" to, or "accidents" invoving, a covered "auto while being transported between any of these places. S. Two Or More Coverage Forms.. Or Policies .Issued By Us If this Coverage Form and any other Coverage Form or policy issued to. you by us or any company affiliated with us applies to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or poliPies shall not exceed the highest applicable. Limit of Insurance under any one Coverage Form.'or policy. This condition doesnot apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form.. SECTION V— DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or. "property damage" B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or. 2. Arty other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto does not include "mobile equipment'. C, "Bodily% injury." means bodily :injury, sickness .or: disease sustained by a person, including death resulting from any of these. D. "Cohered pollution cost or expense" means any cost or`expense arising out of 1. Any request, demand, order or statutory. or regulatory requirement that any "insured" or others test for,. monitor, clean up,. remove,. contain, treat, detoxify or neutralize; or in any way respond to, or assess the effects of, "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing; or in any way responding to, or assessing the effects of; "pollutants". "Covered pollution cost. or expense" does not include. any cost. or expense arising. out of tha actual, alleged or threatened discharge, dispersal, seepage, migraticn, release or escape of "pollutants": a.. That are, or that are contained in any. property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto'; (2) Otherwise in. the course of transit by or on behalf of the "insured", or (3) Being stored, disposed of, treated or processed in or upon the covered: "a utd `. b. Before the "pollutants" or any property in which the "pollutants" are contained :are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are :contained are moved from the covered "auto' to the place where they are finally delivered, disposed of or:abandoned by the "insured". Page 10 6f.12 0 Insurance.Services Office, Inc..; 2011 CA 00 01 1013 Paragraph a. above does not apply to fuels, lubricants, fluids; exhaust gases or other sirhilar "pollutants" that are needed for or result from the normal electrical; hydraulic. or mechanical functioning of the covered "auto' or .its parts; if; (1) The "po.11utants" escape, seep, migrate: or are. discharged, dispersed or released directly from an "auto part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury" „property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph .S.b. or 8.c: of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to. "accidents" that occur away from premises owned by or rented to an "insured" with respect to: "Pollutants" not in or upon a. covered. "auto" if: (a) The "pollutants" or any property . in which the "pollutants" are contained are upset, overturned or damaged as a result of the.maintenance or use of a covered "auto'; and {b} The discharge,. dispersal, seepage, migration, .,release or escape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means .the actual or perceived. loss in market value or resale value which results from a direct and accidental "loss", F. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". G., ' lnsured" means. any person or arganlzat an qualifying as an insured in the Who I.s An Insured provision: of the.. applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies: separately to each insured who is seeking coverage or against whom a claim or ''suit is brought. H. 'Insured contract" means: 1. A.lease of premises; 2. A sidetrack agreement; 3: Any easement or. I.icense.agreement, eXcept. in connection with construction or demolition operations.on or within:50 feet of a...raiIroad . 4. An obligation, as required by ordinance, to indemnify a .municipality, except. i.n connection With work for a municipality; $. That. part of :any other contract or agreement pertaining to your business. (including an indemnification of.a municipality in connection with work performed fora municipality) under Which% you. assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be jmposed by law in the absence of.any contract cr agreement; or B. That pa of any contract or agreement. entered into, as part of your business,. pertaining to the rental or lease, by you or any ofyour "employees", of any "auto". However, such contract or agreement shall 'not be considered an "insured contract" to the extent that it obligates you or any of your "employees" fib pay for "property damage" to any"auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement; a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50. feet of any railroad property and affecting any railroad: bridge or trestle, tracks, roadbeds; tunnel, ,underpass or crossing; b: That pertains to the loan, lease or rental of an "auto" to you Or any of your "employees", if the "auto' is loaned, leased or rented with a driver; or c. That holds a person or organization engaged in the business. of transporting property by"auto' for hire harmless for your use of .a covered "auto" over a route or .territory 'that person or organization is authorized to serve by public authority. I: "Leased worker" means a person leased to.you .by a labor leasing firm .under an agreement between you and the labor leasing firm ta. perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". J. "Loss" means direct and accidental lass or damage. K. "Mobile equipment'.' means any of the following types of land vehicles, including any attached. machinery or equipment: 1. Bulldozers, farm . machinery; forklifts and other veficles designed for use :principally off public roads: 2.. Vehicles. maintained for use solely.on or next to. premises you own or rent; 3. Vehicles that travel on crawler treads; CA 00 01 10 13 0. Insurance Services .Office, inc., 2011 Page 11 of 12 4. Vehicles, whether self-propelled. or not; maintained primarily to provide mobility to permanently mounted:. a. Power cranes,. shovels, loaders, diggers or drills; or b. Road construction orresurfacing equipment .such as graders, scrapers or rollers; 5. Vehicles not described. in Paragraph 1., 2., 3. or 4. above that are not self=propelled and.are maintained primarily to provide mobility to .permanently attached equipment of the following types.: a. Air compressors, pumps and. generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well -servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not .described in Paragraph 7.; 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However; self-propelled vehicles. with the following types of permanently attached equipment are not."mobile equipment" but will be considered"autos a. Equipment.designed primarilyfor: (7.) 'Snow removail; [2] Road maintenance, but hot construction or resurfacing; or (3) Street cleahing;. b. Cherry picker..s and :similar devices mounted on .automobile or truck chassis. and used to raise or lower workers; .and c. Air compressors, pumps and generators, including spraying, welding, building cleaning; geophysical exploration, lighting or well -servicing equipment.. However, "rnopile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility lave or other motor vehicle insurance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor,. soot, fumes, acids, alkalis, chemicals and waste. Waste. includes materials to be recycled, reconditioned or reclaimed: M. "Property damage" means damage to or loss of use of tangible property. N. ",5ult" means a civil proceeding in which; 1. Damages because of "bodily injury" or "property damage"; or 2. A "coverer. pollution cost or.expense'; to which this insurance applies; are alleged. "Suit" includes' a: An arbitration. proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which. the "insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" ar& claimed and to which the insured submits with our consent. Q. 'Temporary worker" means a person who is furnished to you to substitute. for a .permanent "employee" on leave or to meet seasonal or short- term workload conditions.. P: "Trailer" includes'semitrailer. Page 12 of 12 0.Ins.urance Services Office, inc:, 2011 CA 00.09 10,13 w Additional Insured — Automatic -- Owners, Lessees Or Z U RIC Fl „. Contractors. PulicyNn.. Eff bate. of Pal. Exp. Trate of..P.ol. Eff. Date of End. Producer No. AddT Prem Retum.Prerrt. GLO4895248-14 06/01/2017 08/012018. 2s020000 INCL THIS. ENDORSEMENT. CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: N'EV. C:ON'ST1 RU TT.UJ.. C0141='A .1, -TI iC Address (including ZIP Code): This endorsement modifies insurance provided under the:. Commercial General Liability Coverage Part A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy.under a written contract or written agreement. Such person or organization is arr additional insured only with respect to liability for "bodily injury", "property darnage":vr "personal and advertising injury" caused, in whole or iri part, by: I. Your acts or ornisslons.; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work' as included in the "products-.Qompleted operations. hazard", which is. the subject of the written contract or written: agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. VViiII not..be broader than that which you. a. re required by the written contract. or written agreement to provide.% for such additional insured. g. VVith respect to the insurance afforded to these. additional insureds, the following additional exclusion applies; This insurance does not apply to: "Bodily injury" "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professionaVarchitectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions; reports, surveys, field orders, change orders or drawings and specificatioris; or b. Supervisory, inspection, .architectural or engineering activities.. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the. supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" .which caused the AP b'adily injury" or "property damage' , or tne..offense Which caused the. "personal and advertising injury", involved.the rendering of or the failure to render any professional architectural, engineering or surveying services. u -GL -1175-F cw (04113) Page 1 of 2 Includes copyrighted rnate na].of Insurance, Services Office. Ipc,, with Its permission. C. The following is added to. Paragraph 2. Ties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable. of.an "occurrence" or.offense that may result ih.a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another. insurer .under. which the additional insured. may be: :an insured in any capacity. This provision does not. apply to insurance on which the additional insured is a Named. Insured if the written contract or written agreement. requires that. this coverage be primary and. non-contributory, D. For the purposes of the coverage provided bythis endorsement:: 1.: The following is added to the Clther insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek. contribution from any other insurance. available to an additional insured provided that: a. The additional insured is a Named Insured under such.other insurance; and b. You. are required by written contract .or written agreement that this insurance be primary and. not seek contribution frorn:any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance.Cond.ition of Section IV — Commercial General Liability.Conditions: This insurance is excess over: .Any of the other insurance, whether primary, excess, contingent or an any other basis, available to. an .additional insured, in which. the additional insured.on our policy is also covered as an additional insured on another policy .providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and inhere our policy is required by a written :contract or written. agreement to provide coverage to the. additional insured on a primary and Pon - .contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement. showing the additional insured in a Schedule of additional insureds; and which. endorsement applies. specifically to that identified additional insured. R. With respect to. the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ili — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance. 1: Required by the .written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Ava liable. under the applicable Limits of Insurance shown in the Declarations, whichever is less. This. endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U -GL -1175-F. M (9 4/13) .Page 2 of 2 Includes copyrighted material.af.Insurance Services Office, Inc., with.its permission. Waiver Of Subrogation (Blaliket) Endorsement PolicyNo.. Ef. ...Date:of Po Exp. Date of Pot. Eff. Date of End. Prodacer Addl Prem. Return Pian. GLQ 4885248 14 08/0102017 08.10112018 28020000 S INCL $ THIS ENDORSENIENT CHANGES :T.HE POLICY. PLEASE DEAD IT CAREFULLY. This endorsement modifies insurance provided under. the: Commercial General Liability Coverage Pant The fallowing is added to the Transfer Of.RighU Of Recovery Against Others To Us Condition: If you are required. by a written contract or agreement, which is executed..before a.loss,. to: w aiv..e your rights of recovcry. from others, we agree to ►waive our rights of recovery. This waiver.of:.rights shall not be. construedlo be a waiver witlixespect to any other operations in which the: insured has no. contractual interest. U. GL -925-_B Cly.{12/01} Page ],of 1 C. The. following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result. in a claim; 2. We receive written notice of a claire or "suit" as soon aspracticable; and. 3. .A request for defense and inderhnity :oF the claim: or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured maybe an insured in any capacity, This provision does not apply to insurance. on Which the additional insured is:a Narned Insured if the written contract or written agreement requires that this coverage be. primary arid hon -contributory, ©. For the purposes. of the coverage provided by this. endorsement: 1. The following is added to the. Other Insurance Condition of Section IV — Commercial .General Liability Conditions: Primary and Noncontributory insurance This. insurance: is. primary to and will .not seek. contribution :from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You a.re required by written contract or written agreerent that this. insurance be primary and not. seek contribution from any other insurance available to.the additional insured. 2. The following paragraph is added to Paragraph 4..b. of the.Other Insurance Condition of Section IV — Commercial General Liability Conditions.: This insurance is excess over: Any of the other insurance, whether Or!rnary; excess, .contingent.or on any other basis; available to an additional insured, in which the additional insured on our.policy is also covered as an additional insured on another policy providing coverage for the. same ".occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and.where our policy is required .by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has. been added to this policy by. an endorsement showing the addifi.onal insured .in a Schedule of additional insureds, and .which endorsement applies specifically ta. that identified additional insured. F. With respect to the insurance afforded to. the additional insureds under this endorsement,. the following. is added to Section ill -- Limits Of Insurance:. The most we will.pay:oh behalf of the additional.insured is the .amount of insurance: 1. Required `by.the w ritte n co nt ract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance.shown in the Declarations, whichever is less. This endorsement shall not 1norease the applicable Limits of insurance shown in the Declarations. All. otherterms and conditions of this policy remain unchanged. U -GL -1175-F CW .(04113) page 2 of 2. Includes copyrighted material of Insurance services Office, Inc., with its permission. EXHIBIT "D" CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA COUNTY O By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firth, or corporation which is engaged iam the physical performance of servicers oil behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program cotrunonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of set -vices in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. 4 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: 11-491493 eVeriiy Number v;)A9 I 4ot Datc of Authorization New South Construction Company, lite. Nairn of Contractor Milton Court/Police and Fire Facility Name of Project Cit�Lof NIilton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is tate and correct. E tcd on i '01$ it, city}, [statc� �� Sigttat r of Aute zed Officer or Agent Printed Narrnc and Title ofAutho6zed Offiecr or Agent SUBSCRIBED ANL} SWORN BEFORE ME OIS IHIS THE t [ �j DAY OF NOTAgWPUDI G • ,TA1���F L�� _ [� �CfltJNS1'���`�� ���11!!1llif1k1111���'` My COITVMSSIO Expires: ti'�' d ej tac l EXHIBIT "E" Sti BCON TRACTOR. AFFI DAVIT STATE OF GEORGIA COUNTY OF tii A By executing this affidavit, the undersigned subcontractor x--erifies its compliance with O.C.G.A. 13-10-91., stating affirmatively that the. iuldividual, find. or corporation wbrcli is engaged u7 the physical per-fbmmncr of services under a contract With ; lm South Coiishuction. Company, Inc. on behalf of the City of Milton has. registered with, is authorized t.o use and uses the. federal work. authorization prograin conumply known. as. E -Verify, or any subsequent replacement program, iit accordance with the: applicable provisions and deadlines established in 0,C.G.A. § 13-10091. Furthermore, the undersigned subcontractor will continue to use the federal. work authorization progyram throughout the contract period, and the unden-signed subcontractor will contract for the physical performance of ser'°ices I.D. satisfaction of such contract only ith sub -Subcontractors who present an. affidavit to.the subcontractor with the inibrmation required by O.C.G.A. § 13-10-91 (b). Additionally, the undmigned subcontractor will folivard .notice of the receipt of an affidavit fiorn a. soli-subeontr actor to the contractor within five (5 ) business days of receipt. If the undersi_gned subcontractor receives. notice that a sub -subcontractor has received an aftidar'it from any other contracted sub=subcontractor, the unden, igtied. subcontractor must. forxvard, within. five (5) business days of'receipt, a copy of the notice to the contractor, Subcontractor hereby attests that its federal work authorization user iderttifi.catft)n number- acrd date. of authorization are as folk-iws: I hereby dccl,tF-e Umier pcmlty of j mjttry that the eVerify Number f0rc1110 i; true and correct. Date cit Authorization Name of Subcontractor l.iiltot3.Com-trolice and Fire Facility' Nrame of Project C itv of Milton Nalne ol'Fublic.Employcj.. Executed oti 20.1_.in. t5tat�j. ! .igmalure (A' Authorizal Ofticor or A—ent 1'ritlted Name and Title of Authorize td Officer or A��mt SIUBSCRIBED A, NFD SW OR.N BEFORE- ;ITE. ON 7 HIs THE DAA" ❑F '201 NOT,' RY P.UBLIC [No`rARY SFAL.1 My Commission Expi MILTON. ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 29, 2018 FROM: Steven Krokoff, City Manager 0."' AGENDA ITEM: Approval of a Construction Services Agreement between the City of Milton and CMES, Inc. for Intersection Improvements. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (4 --APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (4""YES () NO CITY ATTORNEY REVIEW REQUIRED: (,KYES () NO APPROVAL BY CITY ATTORNEY: (,/APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 0000ZGis 2006 Heritage Walk Milton, GA 0000 P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us To: Honorable Mayor and City Council Members From: Sara Leaders, PE, Transportation Engineer Date: Submitted on May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of a Construction Services Agreement between the City of Milton and CMES, Inc. for Intersection Improvements _____________________________________________________________________________________ Project Description: The project consists of construction of roundabouts at the Freemanville Road and Providence Road intersection and Morris Road and Webb Road intersection. Procurement Summary: Purchasing method used: Bid Award-ITB (Over $50,000) Account Number: 300-4101-541401703 $1,276,397 350-4101-541401703 $205,425 335-4101-541400010 $349,312 Requisition Total: $1,831,134 Vendor DBA: CMES, Inc. Other quotes or bids submitted (vendor/$) Vendor/Firm Quote/Bid Bartow Paving 1,876,006.02 Ohmshiv 1,902,891.90 Tri-Scapes 2,097,789.50 CW Matthews 2,476.757.59 Financial Review: Bernadette Harvill, May 31, 2018 Legal Review: Sam VanVolkenburgh – Jarrard & Davis (5/21/18) Attachment(s): Construction Services Agreement 1 Construction Services Agreement | Version 1.0 CONSTRUCTION SERVICES AGREEMENT Intersection Improvement Projects This Construction Services Agreement (the “Agreement”) is made and entered into this ___ day of ______________, 20___ (the “Effective Date”), by and between the CITY OF MILTON, GEORGIA, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and Milton City Council (hereinafter referred to as the “City”), and CMES, Inc., a Georgia corporation (hereinafter referred to as the “Contractor”), collectively referred to herein as the "Parties”. W I T N E S S E T H: WHEREAS, the City desires to retain a contractor to perform services for the construction of a Project, as defined below; and WHEREAS, the City solicited bids for construction of the Project pursuant to the Request for Bids, dated March 15, 2018, attached hereto as “Exhibit A” and incorporated herein by reference; and WHEREAS, the Contractor submitted a complete and timely bid, attached hereto as “Exhibit B” and incorporated herein by reference, and met all bid requirements such that the City awarded Project Number ITB 18-PW05 to the Contractor; and WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, based upon Contractor’s bid, the City has selected Contractor as the successful bidder, and WHEREAS, Contractor desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and WHEREAS, the public interest will be served by this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance 2 Construction Services Agreement | Version 1.0 of Work, and Contractor is aware that it must be licensed to do business in the State of Georgia. NOW THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties hereto do mutually agree as follows: Section 1. Contract Documents This Agreement along with the following documents, attached hereto (except as expressly noted otherwise below) and incorporated herein by reference, constitute the “Contract Documents”: A. Request for Bids, attached hereto as “Exhibit A”; B. Bid Documents from Contractor, dated April 17, 2018, attached hereto as “Exhibit B”; C. Scope of Work, attached hereto as “Exhibit C”; D. Performance Bond, Payment Bond and Maintenance Bonds, attached hereto collectively as “Exhibits D.1, D.2 and D.3”; E. Noncollusion Affidavit of Prime Bidder, attached hereto as “Exhibit E”; F. Final Affidavit, attached hereto as “Exhibit F”; G. Alien Employment affidavits, attached hereto as “Exhibits G.1 and G.2”; H. Plans, drawings and specifications, attached hereto collectively as “Exhibit H”; I. Additional Payment/Retainage Requirements, attached hereto as “Exhibit I”; J. Reserved. K. Reserved. L. Reserved. M. Supplementary Conditions (if issued), attached hereto as “Exhibit M”; N. City of Milton Code of Ethics (codified in the official Code of the City of Milton); O. The following, which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Change Orders (defined in Section 6 below), other written amendments, and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed 3 Construction Services Agreement | Version 1.0 by the Parties. Section 2. Project Description; Architect; Engineer; Contract Administrator A. Project. A general description of the Project is as follows: The construction of roundabouts at the Freemanville Road and Providence Road intersection and Morris Road and Webb Road intersection, in accordance with the plans and specification included herein. (the “Project”). The bid alternate mentioned in “Exhibit A” (major waterline relocation) is not part of this Agreement. A third- party, BM&K, P.C., has been retained to provide construction inspection services related to this Project. B. Contract Administrator. The Contract Administrator for this Agreement shall be: Matthew Fallstrom, Capital Projects Manager. On behalf of the City, BM&K will provide continuous project inspection, oversight, and administration of the construction and may be delegated the role of Contract Administrator for certain purposes. Section 3. The Work A. The Work. The Work to be completed under this Agreement (the “Work”) includes, but shall not be limited to, the work described in the Scope of Work provided in “Exhibit C”, attached hereto and incorporated herein by reference. The Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work reasonably inferable from the Contract Documents. The term “reasonably inferable” takes into consideration the understanding of the Parties that some details necessary for proper execution and completion of the Work may not be shown on the drawings or included in the specifications or Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the Work or are otherwise necessary for proper and complete installation and operation of the Work. Contractor shall complete the Work in strict accordance with the Contract Documents. In the event of any discrepancy among the terms of the various Contract Documents, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. B. Notice to Proceed. The City will issue a separate notice to proceed for each separate project (the Freemanville Road and Providence Road intersection and Morris Road and Webb Road intersection), which notice to proceed shall state the dates for beginning Work (“Commencement Date”) and the expected date of final completion. Unless otherwise approved, the Contractor shall perform its obligations under this Agreement as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Work. C. Plans; Drawings and Specifications. The plans, drawings and specifications provided in “Exhibit H”, attached hereto, are hereby acknowledged by the Parties and incorporated herein by reference. 4 Construction Services Agreement | Version 1.0 D. Shop Drawings, Product Data, and Samples. Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, but must be in conformity therewith. The purpose of their submittal is to demonstrate, for those portions of the Work for which submittals are required by the Contract Documents, the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. (i) “Shop Drawings” are drawings, diagrams, schedules and other data specifically prepared for the Work by the Contractor or a subcontractor, sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. (ii) “Product Data” are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (iii) “Samples” are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. The Contractor shall review for compliance with the Contract Documents and shall approve and submit to the Contract Administrator Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the City or of separate contractors. By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Contract Administrator without action. The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved in writing by the Contract Administrator, provided that submittals that are not required by the Contract Documents may be returned without action. The Work shall be completed in accordance with approved submittals, provided that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Contract Administrator’s approval of Shop Drawings, Product Data, Samples or similar submittals, unless the Contractor has specifically informed the Contract Administrator in writing of such deviation at the time of submittal and (1) the Contract Administrator has given written approval to the specific deviation as a minor change in the Work, or (2) a written Change Order has been issued and approved to authorize the deviation. The 5 Construction Services Agreement | Version 1.0 Contract Administrator’s approval of the Shop Drawings, Product Data, Samples or similar submittals shall not relieve the Contractor of responsibility for errors or omissions therein. The Contractor shall, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, direct the Contract Administrator’s attention to any additional revisions included other than those requested by the Contract Administrator on previous submittals. In the absence of such written notice drawing the Contract Administrator’s attention to such additional revisions, the Contract Administrator’s approval of a resubmission shall not apply to such additional revisions. The Contractor shall maintain at the Project site(s) one record copy of the Contract Documents in good order and marked currently to record field changes and selections made during construction and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the City and Contract Administrator and shall be delivered to the Contract Administrator or City upon completion of the Work. Section 4. Contract Term; Liquidated Damages; Expedited Completion; Partial Occupancy or Use A. Contract Term. The term of this Agreement (“Term”) shall commence on the Effective Date and continue until the earlier of the completion and payment for all Work or the proper termination and non-renewal of this Agreement (provided that certain obligations, including but not limited to Warranty obligations, will survive termination/expiration of this Agreement). Contractor warrants and represents that it will perform its Work in a prompt and timely manner. The Contractor shall commence Work pursuant to this Agreement within five (5) business days of the Commencement Date provided by the City for each project (notwithstanding any different period mentioned in “Exhibit A”). All Work on the Morris Road and Webb Road intersection shall be completed within ninety (90) calendar days from the notice to proceed for that project, and all Work on the Freemanville Road and Providence Road intersection shall be completed with two hundred and eighty (280) calendar days from the notice to proceed for that project. Every effort will be made by Contractor to shorten this period. If the Term of this Agreement continues beyond the fiscal year in which this Agreement is executed, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the City on September 30 each fiscal year of the Term , and further, that this Agreement shall automatically renew on October 1 of each subsequent fiscal year of the Term, absent the City’s provision of written notice of non-renewal to Contractor at least five (5) calendar days prior to the end of the then current fiscal year. Title to any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by the City. B. Time is of the Essence; Liquidated Damages. Contractor specifically acknowledges that TIME IS OF THE ESSENCE of this Agreement and that City 6 Construction Services Agreement | Version 1.0 will suffer financial loss if the Work is not completed in accordance with the deadlines specified in Section 4(A) above and within the Contract Documents. The City and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by the City if the Work is not completed within the specified times. Accordingly, instead of requiring any such proof, the City and Contractor agree that, as liquidated damages for delay (but not as a penalty), the Contractor shall pay to the City: with respect to the Freemanville at Providence project, three hundred and_00/100 Dollars ($300.00), for each and every calendar day that expires after a deadline for that project provided in the Contract Documents; and with respect to the Morris at Webb project, one hundred and fifty and_00/100 Dollars ($150.00), for each and every calendar day that expires after a deadline provided in the Contract Documents for that project. C. Expediting Completion. The Contractor is accountable for completing the Work within the time period provided in the Contract Documents. If, in the judgment of the City, the Work is behind schedule and the rate of placement of work is inadequate to regain scheduled progress to ensure timely completion of the entire Work or a separable portion thereof, the Contractor, when so informed by the City, shall immediately take action to increase the rate of work placement by: (1) An increase in working forces; (2) An increase in equipment or tools; (3) An increase in hours of work or number of shifts; (4) Expediting delivery of materials; and/or (5) Other action proposed if acceptable to City. Within five (5) calendar days after such notice from City that the Work is behind schedule, the Contractor shall notify the City in writing of the specific measures taken and/or planned to increase the rate of progress. The Contractor shall include an estimate as to the date of scheduled progress recovery. Should the City deem the plan of action inadequate, the Contractor shall take additional steps to make adjustments as necessary to its plan of action until it meets with the City’s approval and such approval is provided in writing by the City. D. Partial Occupancy or Use. The City may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement between the City and Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the City and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. Immediately prior to such partial occupancy or use, the City, Contractor 7 Construction Services Agreement | Version 1.0 and Contract Administrator shall jointly inspect the area to be occupied, or portion of the Work to be used, in order to determine and record the condition of the Work. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Section 5. Contractor’s Compensation; Time and Method of Payment A. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $1,831,134.00 (the “Maximum Contract Price”). The compensation for Work performed shall consist of (i) the sum of the units of Work actually performed on the Morris Road and Webb Road roundabout at the unit prices set forth in “Exhibit B”, up to a not- to-exceed cap of $349,312.00; and (ii) the lump sum price of $1,481,822.00 for the Freemanville Road and Providence Road roundabout project. Contractor represents that the Maximum Contract Price is sufficient to perform all of the Work set forth in and contemplated by this Agreement. B. Additional Payment Requirements. Additional payment requirements are included as “Exhibit I”, attached hereto and incorporated herein by reference. C. Material Deviations. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through written Change Orders, as described in Section 6 below. Whenever the Contract Administrator considers it necessary or advisable, it shall have authority to require inspection or testing of the Work. However, neither this authority of the Contract Administrator nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Contract Administrator to the Contractor, subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. D. Taxes. The City is a governmental tax-exempt entity and shall not be responsible for paying any taxes on any materials or services provided for herein. At Contractor’s request, City shall provide evidence of its tax-exempt status. To the extent, if any, that the City furnishes tangible personal property to Contractor for incorporation into the Project, Contractor shall be responsible for paying the amount of tax owed for such tangible personal property. Section 6. Change Orders A. Change Order Defined. A “Change Order” means a written modification of the Contract Documents, signed by representatives of the City and the Contractor with appropriate authorization. 8 Construction Services Agreement | Version 1.0 B. Right to Order Changes. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by the Contractor and the City. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed work. C. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of the City and the Contractor. D. Authority to Execute Change Order. The City Manager has authority to execute, without further action of the Milton City Council, any number of Change Orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section 5(A) above. Any such Change Orders materially altering the terms of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Milton City Council. E. Minor Changes in the Work. The Contract Administrator will have the authority to order minor changes in the Work not involving adjustment in the Maximum Contract Price or extension of the Term and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order signed by the Contract Administrator. The Contractor shall carry out such written orders promptly. If the minor changes subsequently may affect adjustments in the Maximum Contract Price or the Term, the changes shall then be converted to a written Change Order by the requesting Party. Section 7. Covenants of Contractor A. Ethics Code; Conflict of Interest. (i) Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of his knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Contractor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Contractor shall immediately notify the City. If the City determines that a conflict of interest exists, the City may require that Contractor take action to remedy the conflict of interest or terminate the Agreement without liability. 9 Construction Services Agreement | Version 1.0 The City shall have the right to recover any fees paid for services rendered by Contractor when such services were performed while a conflict of interest existed if Contractor had knowledge of the conflict of interest and did not notify the City within five (5) business days of becoming aware of the existence of the conflict of interest. (ii) Contractor and the City acknowledge that it is prohibited for any person to offer, give, or agree to give any City employee or official, or for any City 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. The Contractor and the City 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- consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. B. Meetings. The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the Term of this Agreement at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City or the Contract Administrator. The Contractor will be given a minimum of three (3) full business days’ notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of the contract for cause. C. Expertise of Contractor. Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of City and the Project in accordance with City’s requirements and procedures, and Contractor shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. D. Proper Execution by Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor’s 10 Construction Services Agreement | Version 1.0 profession or business and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, O.C.G.A. § 50-5-63, any applicable records retention requirements, and Georgia’s Open Records Act (O.C.G.A. § 50-18-70, et seq.). Any additional work or costs incurred as a result of error and/or omission by Contractor as a result of not complying with the Contract Documents or not meeting the applicable standard of care or quality, including but not limited to those of repeated procedures and compensation for the Contract Administrator’s services or expenses, will be provided at Contractor’s expense and at no additional cost to the City. This provision shall survive termination of this Agreement. It is the Contractor’s responsibility to be reasonably aware of all applicable laws, statutes, ordinances, building codes, and rules and regulations. If the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Contract Administrator and the City in writing of any portions of the Contract Documents that are at variance with the applicable laws, statutes, ordinances, building codes, and rules and regulations. The Contractor’s duties shall not be diminished by any approval by the City or Contract Administrator of Work completed or produced; nor shall any approval by the City or Contract Administrator of Work completed or produced release the Contractor from any liability therefor, it being understood that the City is ultimately relying upon the Contractor’s skill and knowledge in performing the Work required under the Contract Documents. Organization of the specifications into divisions, sections and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. E. Familiarity with the Work. (i) Contractor Familiarity with Work. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Contract Documents, site conditions, authorities, tests, reports and studies relative to that portion of the Work, as well as the information furnished by the City, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the Project site(s) affecting it. Contractor represents and agrees that it has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. These obligations are for the purpose of facilitating construction by the Contractor 11 Construction Services Agreement | Version 1.0 and are not for the purpose of discovering errors, omissions, inconsistencies, or ambiguities in the Contract Documents; however, any errors, inconsistencies, omissions, or ambiguities discovered by the Contractor shall be reported promptly to the Contract Administrator and City in writing. Contractor represents that it has given the City written notice of all errors, omissions, inconsistencies, or ambiguities that the Contractor has discovered in the Contract Documents so far, and the written resolution thereof by the City is acceptable to the Contractor. Further, Contractor acknowledges that its obligation to give notice of all such errors, omissions, inconsistencies, or ambiguities shall be continuing during the Term of this Agreement. Any failure on the part of the Contractor to notify the Contract Administrator and City in writing of any errors, omissions, inconsistencies, or ambiguities in the Contract Documents that Contractor discovered or reasonably should have discovered shall result in a waiver and full release by the Contractor of any future arguments or defenses based on such errors, omissions, inconsistencies, or ambiguities against the City. Further, if the Contractor fails to perform its obligations pursuant to this paragraph, the Contractor shall pay such costs and damages to the City as would have been avoided if the Contractor had performed such obligations. (ii) Inspection of Prior Work. If part of the Contractor’s Work depends for proper execution or results upon construction or operations by a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Contract Administrator apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the City’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable, and Contractor shall be responsible for all costs and damages resulting from its failure to report reasonably discoverable defects. (iii) Contractor Requests for Information. If, with undue frequency (as determined by the City in its sole discretion), the Contractor requests information that is obtainable through reasonable examination and comparison of the Contract Documents, site conditions, and previous correspondence, interpretations or clarifications, the Contractor shall be liable to the City for reasonable charges from the Contract Administrator for the additional services required to review, research and respond to such requests for information. F. Supervision, Inspection and Construction Procedures. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific 12 Construction Services Agreement | Version 1.0 instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety therefor and, except as stated below, shall be fully and solely responsible for the jobsite safety for such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the City and Contract Administrator and shall not proceed with that portion of the Work without further written instructions from the City or Contract Administrator as approved in writing by the City. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Agreement. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (a) employees and other persons who may be affected, (b) the Work and materials and equipment to be incorporated therein, whether in storage on or off the Project site(s), under care, custody or control of the Contractor or Contractor’s subcontractors or sub-subcontractors, and (c) other property at the Project site(s) or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Project site(s) by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the City and Contract Administrator in writing. G. Tests and Inspections. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, or ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made promptly at an appropriate time to avoid unreasonable delay in the Work. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the City, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Contract Administrator timely notice of when and where tests and inspections are to be made so that the Contract Administrator may be present for such procedures. Required permits or certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and delivered to the Contract 13 Construction Services Agreement | Version 1.0 Administrator within ten (10) calendar days of issuance. H. Budgetary Limitations. Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. I. City’s Reliance on the Work. The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that therefore, the City bears no responsibility for Contractor’s Work performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees that no approval of designs, plans, or specifications by any person, body, or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles. J. Contractor’s Reliance on Submissions by the City. Contractor must have timely information and input from the City in order to perform the Work required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. K. Uncovering and Correction of Work. If a portion of the Work is covered contrary to the Contract Administrator’s request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Contract Administrator, be uncovered for examination by the Contract Administrator and be replaced at the Contractor’s expense without change in the Agreement Term. If a portion of the Work has been covered which the Contract Administrator has not specifically requested to examine prior to its being covered or which the Contract Documents did not require to remain uncovered until examined, the Contract Administrator may request to see such Work, and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the City’s expense, which expense shall be agreed upon in writing prior to being incurred. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor’s expense, unless the condition was caused by the City, in which event the City shall be responsible for payment of such costs including reasonable 14 Construction Services Agreement | Version 1.0 charges, if any, by the Contract Administrator for additional service, which expense shall be agreed upon in writing prior to being incurred. If the City prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the City may do so instead of requiring its removal and correction, in which case the Maximum Contract Price will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. L. Clean Up. Contractor shall keep the Project site(s) and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials. The Contractor shall also restore any temporary easement areas to substantially their original condition (less any removed structures or vegetation for which the owner has been compensated). If the Contractor fails to clean up and remediate temporary easement areas as provided in the Contract Documents, the City may do so, and the cost thereof shall be charged to the Contractor. M. Contractor’s Representative. _________________ [INSERT NAME OF CONTRACTOR’S REPRESENTATIVE] shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. N. Independent Contractor. Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the City. Nothing contained in this Agreement shall be construed to make the Contractor, or any of its employees, servants or subcontractors, an employee, servant or agent of the City for any purpose. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies, and/or materials necessary to complete the Work; hiring of subcontractors, agents, or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding, and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and the City by virtue of this Agreement with the Contractor. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and the City may hire additional entities to perform Work related to this Agreement. 15 Construction Services Agreement | Version 1.0 Inasmuch as the City and the Contractor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City without the express knowledge and prior written consent of the City. O. Responsibility of Contractor and Indemnification of City. The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it and/or the City on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City and the City’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including, but not limited to, attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of alleged willful, negligent, or tortious act or omission arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an Indemnified Party, by any employee of the Contractor, its subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement. P. Insurance. 16 Construction Services Agreement | Version 1.0 (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with coverage and limits no less than: (a) Commercial General Liability: $1,000,000 (one million dollars) combined single limit per occurrence comprehensive/ extended/enhanced Commercial General Liability policy with coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage to premises/operations, products/completed operations, independent consultants and contractual liability (specifically covering the indemnity), broad-from property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using an excess or umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable). If a general aggregate limit applies, the general aggregate limit shall apply separately to this project/location, and the general aggregate limit shall be twice the required occurrence limit. (b) Commercial Automobile Liability (owned, non-owned, hired): $1,000,000 (one million dollars) combined single limit per occurrence $2,000,000 (two million dollars) aggregate for comprehensive Commercial Automobile liability coverage (owned, non-owned, hired) including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Professional Liability: $1,000,000 (one million dollars) limit Professional Liability policy for claims arising out of professional services and caused by the Contractor’s errors, omissions, or negligent acts (required if any professional services will be provided). (d) Workers’ Compensation and Employers’ Liability: Workers’ Compensation policy with limits as required by the State of Georgia and Employers’ Liability limits of $1,000,000 (one million dollars) per occurrence or disease. (If Contractor is a sole proprietor, who is 17 Construction Services Agreement | Version 1.0 otherwise not entitled to coverage under Georgia’s Workers’ Compensation Act, Contractor must secure Workers’ Compensation coverage approved by both the State Board of Workers’ Compensation and the Commissioner of Insurance. The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers’ Compensation Act. Further, the Contractor shall provide a certificate of insurance indicating that such coverage has been secured and that no individual has been excluded from coverage.) (e) Reserved (f) Commercial Umbrella Liability Coverage: $5 million per occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Commercial Automobile Liability, Employers’ Liability, and Professional Liability (if applicable). (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing so that the City may ensure the financial solvency of the Contractor; self-insured retentions should be included on the certificate of insurance. (4) Other Insurance Provisions: Each policy shall contain, or be endorsed to contain, the following provisions respectively: (a) General Liability, Automobile Liability and Umbrella Liability Coverage. (i) Additional Insured Requirement. The City and City’s elected and appointed officials, officers, boards, commissioners, employees, representatives, consultants, servants, agents and volunteers (individually “Insured Party” and collectively “Insured Parties”) shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require the Contractor to provide liability insurance coverage to any Insured Party for claims asserted against such Insured Party for its sole negligence. 18 Construction Services Agreement | Version 1.0 (ii) Primary Insurance Requirement. The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self- insurance maintained by the Insured Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. (iv) Separate Coverage. Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to limits of insurance provided. (v) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) Subrogation. The insurer shall agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (b) Workers’ Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Starting and Ending Dates. Policies shall have concurrent starting and ending dates. (ii) Incorporation of Indemnification Obligations. Policies shall include an endorsement incorporating the indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(O) of this Agreement. (5) Acceptability of Insurers: The insurance to be maintained by Contractor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance shall be placed with insurer(s) with an A.M. Best Policyholder’s rating of no less than “A-” and with a financial rate of Class VII or greater. The 19 Construction Services Agreement | Version 1.0 Contractor shall be responsible for any delay resulting from the failure of its insurer to provide proof of coverage in the prescribed form. (6) Verification of Coverage: Contractor shall furnish to the City for City approval certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement prior to the start of work. Without limiting the general scope of this requirement, Contractor is specifically required to provide an endorsement naming the City as an additional insured when required. The certificates of insurance and endorsements for each insurance policy are to be on a form utilized by Contractor’s insurer in its normal course of business and are to be signed by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. The City reserves the right to require complete, certified copies of all required insurance policies at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage. (7) Subcontractors: Contractor shall either (1) ensure that its insurance policies (as described herein) cover all subcontractors and the Work performed by such subcontractors or (2) ensure that any subcontractor secures separate policies covering that subcontractor and its Work. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later, and have an effective date which is on or prior to the Effective Date. (9) Progress Payments: The making of progress payments to the Contractor shall not be construed as relieving the Contractor or its subcontractor or insurance carriers from providing the coverage required in this Agreement. (10) Contractor’s Duty to Provide Notice of Reduction in Coverage: Contractor shall provide written notice to City at least thirty (30) days prior to any reduction, suspension, voiding, or cancellation of coverage. Contractor shall require the same notice to the City in all subcontractor contracts. Q. Bonds. In public works construction contracts valued at more than one hundred thousand dollars ($100,000.00) or road construction/maintenance contracts valued at five thousand dollars ($5,000.00) or more, or in any other instance where the City has elected to include such bond requirements as exhibits to this Agreement, the Contractor shall provide performance and payment bonds on the forms attached hereto. At the conclusion of the Work, Contractor shall also provide City with a maintenance bond in the amount of one-third (1/3) of the Maximum Contract Price, 20 Construction Services Agreement | Version 1.0 guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of the Work. Bonds shall be provided on the forms attached hereto as “Exhibits D.1, D.2 and D.3” and with a surety licensed to do business in Georgia and listed on the Treasury Department’s most current list (Circular 570 as amended). All bonds shall be approved as to form and as to the solvency of the surety by an officer of the City negotiating this Agreement. Contractor shall maintain the payment and performance bonds throughout the Term of this Agreement, and shall increase the amount of such bonds if the Maximum Contract Price of this Agreement increases. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under this Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. R. Assignment of Agreement. The Contractor covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the City shall have no obligation to them. S. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit. Pursuant to O.C.G.A. § 13-10-91, the City shall not enter into a contract for the physical performance of services unless: (1) the Contractor shall provide evidence on City-provided forms, attached hereto as “Exhibits G.1 and G.2” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is an individual licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in “Exhibit G.1”, and submitted such affidavit to City or provided the City with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. 21 Construction Services Agreement | Version 1.0 In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13- 10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as “Exhibit G.2”, which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10- 91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee-number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] [DESIGNATE/MARK APPROPRIATE CATEGORY] ____ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. 22 Construction Services Agreement | Version 1.0 The above requirements shall be in addition to the requirements of State and federal law and shall be construed to be in conformity with those laws. T. Records, Reports and Audits. (1) Records: (a) Books, records, documents, account legers, data bases, and similar materials relating to the Work performed for the City under this Agreement (“Records”) shall be established and maintained by the Contractor in accordance with applicable law and requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to Contractor by City under this Agreement. Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all Records in the form requested by the City. All Records stored on a computer database must be of a format compatible with the City’s computer systems and software. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, Contractor shall make available to the City or City’s representative(s) for examination all Records. The Contractor will permit the City or City’s representative(s) to audit, examine, and make excerpts or transcripts from such Records. Contractor shall provide proper facilities for City or City’s representative(s) to access and inspect the Records, or, at the request of the City, shall make the Records available for inspection at the City’s office. Further, Contractor shall permit the City or City’s representative(s) to observe and inspect any or all of Contractor’s facilities and activities during normal hours of business for the purpose of evaluating Contractor’s compliance with the terms of this Agreement. In such instances, the City or City’s representative(s) shall not interfere with or disrupt such activities. 23 Construction Services Agreement | Version 1.0 U. Confidentiality. Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, contractors, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions, or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Contractor acknowledges that the City’s disclosure of documentation is governed by Georgia’s Open Records Act, and Contractor further acknowledges that, if Contractor submits records containing trade secret information and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. V. Licenses, Certifications and Permits. The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits, or the like required of the Contractor by any and all national, state, regional, county or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement; provided that some permits or licenses related to the Project may be obtained as part of the Work and shall be obtained as required. The Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, which are customarily secured after execution of the Agreement and which are legally required. Contractor shall furnish copies of such permits, licenses, etc. to the City within ten (10) days after issuance. W. Reserved. X. Authority to Contract. The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. Y. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by the Contractor (“Materials”) shall be the property of the City, and the City shall be entitled to full access and copies of all Materials in the form prescribed by the City. Any Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the City whether or not the Project or Work is commenced or completed, provided, however, 24 Construction Services Agreement | Version 1.0 that Contractor may retain a copy of any deliverables for its records. The Contractor assumes all risk of loss, damage or destruction of or to Materials. If any Materials are lost, damaged, or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the City, and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. Z. 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, the Contractor agrees that, during performance of this Agreement, Contractor, 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, Contractor 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. Section 8. Covenants of the City A. Right of Entry. The City shall provide for right of entry for Contractor and Contractor’s equipment as required for Contractor to complete the Work; provided that Contractor shall not unreasonably encumber the Project site(s) with materials or equipment. B. City’s Representative. Matthew Fallstrom shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative on this Project; provided that any changes to the Work or the terms of this Agreement must be approved as provided in Section 6 above. Section 9. Final Project Documents; Warranty A. Final Project Documents. Prior to final payment, Contractor shall deliver to City a written assignment of all warranties, guaranties, certificates, permits, and other documents, including without limitation, all subcontractors’ and manufacturers’ warranties. At such time, Contractor shall also deliver to the City copies of all as- built drawings, operations, and maintenance manuals, and any other pertinent documents relating to the construction and operation of the Work that is not otherwise in the possession of the City. B. Warranty. The Contractor warrants to the City and the Contract Administrator that materials and equipment furnished under the Agreement will be of good quality and new, unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. 25 Construction Services Agreement | Version 1.0 Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. This warranty excludes remedy for damage or defect caused by abuse by the City or modifications to the Work not executed by the Contractor or an employee/subcontractor/sub-subcontractor thereof. Except as may be otherwise specified or agreed, the Contractor shall repair or replace all defects in materials, equipment, or workmanship appearing within 2 year(s) (the “Maintenance Period”) from the date of Final Completion (as defined in “Exhibit I”, attached hereto and incorporated herein by reference) at no additional cost to the City. An inspection shall be conducted by the City or its representative(s) near the completion of the Maintenance Period to identify any issues that must be resolved by the Contractor. Expiration of the Maintenance Period shall not affect the Contractor’s continued liability under an implied warranty of merchantability and fitness. All warranties implied by law, including fitness for a particular purpose and suitability, are hereby preserved and shall apply in full force and effect beyond the Maintenance Period. City may purchase additional services from the Contractor upon a written proposal for such services being executed by authorized representatives of both Parties, and upon execution, such proposal for additional services shall be incorporated herein by this reference. Section 10. Termination A. For Convenience. The City may terminate this Agreement for convenience at any time upon providing written notice thereof to Contractor at least seven (7) calendar days in advance of the termination date. B. For Cause. The Contractor shall have no right to terminate this Agreement prior to completion of the Work, except in the event of City’s failure to pay the Contractor within thirty (30) calendar days of Contractor providing the City with notice of a delinquent payment and a reasonable opportunity to cure. The City may terminate this Agreement for cause as provided in Section 11 of this Agreement. The City shall give Contractor at least seven (7) calendar days’ written notice of its intent to terminate the Agreement for cause and the reasons therefor, and if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. The City shall then make alternative arrangements for completion of the Project. C. Statutory Termination. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed terminated as provided in Section 4(A) of this Agreement. Further, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of the City. D. Payment. Provided that no damages are due to the City for Contractor’s failure to perform in accordance with this Agreement, and except as otherwise provided herein, the City shall, upon termination for convenience or statutory termination, 26 Construction Services Agreement | Version 1.0 pay Contractor for Work performed prior to the date of termination in accordance with Section 5 herein. The City shall have no further liability to Contractor for such termination. At its sole discretion, the City may pay Contractor for additional value received as a result of Contractor’s efforts, but in no case shall said payment exceed any remaining unpaid portion of the Maximum Contract Price. If this Agreement is terminated for cause, the City will make no further payment to the Contractor or its Surety until the Project is completed and all costs of completing the Project are paid. If the unpaid balance of the amount due the Contractor, according to this Agreement, exceeds the cost of finishing the Project, City shall provide payment to the Contractor (or its Surety) for services rendered and expenses incurred prior to the termination date, provided that such payment shall not exceed the unpaid balance of the amount otherwise payable under this Agreement minus the cost of completing the Project. If the costs of completing the Project exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. E. Assumption of Contracts. The City reserves the right in termination for cause to take assignment of all contracts between the Contractor and its subcontractors, vendors, and suppliers. The City will promptly notify the Contractor of the contracts the City elects to assume. Upon receipt of such notice, the Contractor shall promptly take all steps necessary to effect such assignment. F. Conversion to Termination for Convenience. If the City terminates this Agreement for cause and it is later determined that the City did not have grounds to do so, the termination will be converted to and treated as a termination for convenience under the terms of Section 10(A) above. G. Requirements Upon Termination. Upon termination, the Contractor shall: (1) promptly discontinue all services, cancel as many outstanding obligations as possible if requested to do so by the City, and not incur any new obligations, unless the City directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. H. Reservation of Rights and Remedies. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11. City’s Rights; Contractor Default A. City Rights Related to the Work. (i) City’s Right to Stop the Work. If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, as required by the Contract Administrator, or persistently fails to carry out Work in accordance with 27 Construction Services Agreement | Version 1.0 the Contract Documents, the City may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the City to stop the Work shall not give rise to a duty on the part of the City to exercise this right for the benefit of the Contractor or any other person or entity. Such a stoppage of Work shall not extend the deadlines for completing the Work. (ii) City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) calendar day period after receipt of written notice from the City to commence and/or continue correction of such default or neglect with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including City’s expenses and compensation for the Architect/Engineer’s and/or Contract Administrator’s additional services (if any) made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the City. B. Contractor Default. For the purposes of this Agreement, Contractor shall be in default if any of the following occur during the Term of this Agreement: (a) a failure to fulfill in a timely and proper manner Contractor’s obligations under this Agreement; (b) Contractor violates any of the material provisions, agreements, representations or covenants of this Agreement or any applicable city, state, or federal laws, which do not fall within the force majeure provisions of this Agreement; (c) the Contractor becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or files a bankruptcy petition under the United States Bankruptcy Code; or (d) Contractor is the subject of a judgment or order for payment of money, which judgment or order exceeds $100,000 and is no longer subject to appeal or, in the opinion of the City, would be fruitless to appeal and where (i) such judgment or order shall continue un-discharged or unpaid for a period of thirty (30) calendar days and an insurer has not acknowledged that such judgment or order is fully covered by a relevant policy of insurance, or (ii) the City is otherwise reasonably satisfied that such judgment or order is not likely to be satisfied or complied with within sixty (60) calendar days of its issuance. In the event of Contractor’s default under this Agreement, the City shall send written notice to the Contractor setting forth the specific instances of the default and providing the Contractor with at least seven (7) calendar days to cure or otherwise remedy the default to the reasonable satisfaction of the City. If the default is not remedied during the stated cure period, then the City may, at its election: (a) in writing terminate the Agreement in whole or in part; (b) cure such default itself and charge the Contractor for the costs of curing the default against any sums due or which become due to the Contractor under this Agreement; and/or (c) pursue any other remedy then available, at law or in equity, to the City for such default. 28 Construction Services Agreement | Version 1.0 Section 12. Reserved. Section 13. Miscellaneous A. Complete Agreement. This Agreement, including all of the Contract Documents, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement not contained in this Agreement or the Contract Documents shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. B. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia or the U.S. District Court for the Northern District of Georgia – Atlanta Division, and Contractor submits to the jurisdiction and venue of such court. C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. D. Invalidity of Provisions; Severability. Should any article(s) or section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions that may for any reason be hereafter declared invalid. E. Business License. Prior to commencement of the Work to be provided hereunder, Contractor shall apply to the City for a business license, pay the applicable business license fee, and maintain said business license during the Term of this Agreement, unless Contractor provides evidence that no such license is required. F. Notices. (1) Communications Relating to Day-to-Day Activities. All communications relating to the day-to-day activities of the Work shall be exchanged between Matthew Fallstrom for the City or his designee and ___________________ [INSERT CONTACT NAME] for the Contractor. 29 Construction Services Agreement | Version 1.0 (2) Official Notices. All other notices, requests, demands, writings, or correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when (1) personally delivered, or (2) on the third calendar day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the addresses given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith: NOTICE TO CITY shall be sent to: City of Milton Attn: City Manager 2006 Heritage Walk Milton, Georgia 30004 NOTICE TO CONTRACTOR shall be sent to: CMES, Inc. 6555 McDonough Dr. Norcross, GA 30093 G. Waiver of Agreement. No failure by the City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the City’s right to demand exact and strict compliance by Contractor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. H. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranties, and insurance maintenance requirements. I. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. J. No Personal Liability. Nothing herein shall be construed as creating any individual or personal liability on the part of any of City’s elected or appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys or volunteers. No such individual shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the 30 Construction Services Agreement | Version 1.0 City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor’s performance of services under this Agreement shall not subject Contractor’s individual employees, officers, or directors to any personal liability, except where Contractor is a sole proprietor. The Parties agree that their sole and exclusive remedy, claim, demand, or suit shall be directed and/or asserted only against Contractor or the City, respectively, and not against any elected or appointed official, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers. K. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion, or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact. L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement. M. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. N. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, each Party binds itself, its partners, successors, assigns, and legal representatives to the other Party hereto, its partners, successors, assigns, and legal representatives with respect to all covenants, agreements, and obligations contained in the Contract Documents. O. Agreement Construction and Interpretation. Contractor represents that it has reviewed and become familiar with this Agreement. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the interest of brevity, the Contract Documents may omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. 31 Construction Services Agreement | Version 1.0 P. Material Condition. Each term of this Agreement is material, and Contractor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to the City at law or in equity. Q. Use of Singular and Plural. Words or terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires contrary meaning. IN WITNESS WHEREOF, the City and the Contractor have executed this Agreement effective as of the Effective Date first above written. [SIGNATURES ON FOLLOWING PAGE] 32 Construction Services Agreement | Version 1.0 CONTRACTOR: CMES, Inc By: ________________________________________ Print Name: _________________________________ Its: President/Vice President (Corporation) [CORPORATE SEAL] (required if corporation) Attest/Witness: ____________________________________________ Print Name: ___________________________________ Its: ______________________________________ ((Assistant) Corporate Secretary if corporation) CITY OF MILTON, GEORGIA By: ___________________________________ Joe Lockwood, Mayor [CITY SEAL] Attest: ____________________________________ Print Name:__________________________ Its: City Clerk Approved as to form: ____________________________________ City Attorney “EXHIBIT A” ITB 18-PW05 1 | P a g e CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: 18-PW05 Project Name: Intersection Improvement Projects Due Date and Time: April 17, 2018 Local Time: 2:00pm Number of Pages: 108 ISSUING DEPARTMENT INFORMATION Issue Date: March 15, 2018 City of Milton Public Works Department 2006 Heritage Walk Milton, Ga. 30004 Phone: 678-242-2500 Fax: 678-242-2499 Website: www.cityofmiltonga.us INSTRUCTIONS TO BIDDERS Return Submittal to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, Ga. 30004 Mark Face of Envelope/Package: Bid Number: 18-PW05 Name of Company or Firm Special Instructions: Deadline for Written Questions April 5, 2018 at 5:00 pm Email questions to Honor Motes at honor.motes@cityofmiltonga.us BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Authorized Bidder Signatory: (Please print name and sign in ink) Bidder Phone Number: Bidder FAX Number: Bidder Federal I.D. Number: Bidder E-mail Address: BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE ITB 18-PW05 2 | P a g e Table of Contents Topic Page Definitions 3 Invitation to Bid 4 Schedule of Events 6 Bidding Instructions (What must be submitted) 7 Insurance/Bond Requirements 8 Bid Form and Addenda Acknowledgement 14 Bid Bond (3 pages) 16 Qualifications Signature and Certification 19 Corporate Certificate 19 List of Subcontractors 20 Contractor Affidavit and Agreement (eVerify) 21 Disclosure Form 22 Project Specifications 23 Bid Submittal Form (3 pages) 33 General Conditions 36 EPD Air Quality Rules 42 Sample Contract Agreement 47 ITB 18-PW05 3 | P a g e DEFINITIONS COMPW: City of Milton Public Works Department CY: Cubic Yard GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LM: Lineal Mile LS: Lump Sum SY: Square Yard TN: Ton MUTCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials ITB 18-PW05 4 | P a g e Invitation to Bid 18-PW05 The City of Milton is accepting sealed bids from qualified firms for the Intersection Improvements Projects for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation’s (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on April 17, 2018. Sealed bids shall be submitted to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder’s name and total bid amount will be read aloud at: Milton City Hall 2006 Heritage Walk Milton, Ga. 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number (18-PW05) and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD or FLASH DRIVE MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Honor Motes at honor.motes@cityofmiltonga.us. Deadline for questions is April 5, 2018 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about April 9, 2018. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder’s responsibility to check the websites for potential updates. Please refer to Bid (18-PW05) and bid name (Intersection Improvement Projects) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days ITB 18-PW05 5 | P a g e after the “Notice to Proceed” is issued. The time of completion for the project is two hundred eighty (280) calendar days from the date of the “Notice to Proceed.” If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. *Important to remember when submitting digital files: 1. Mark all CD’s or Flash Drives with Bidder’s name and ITB number and title. 2. All digital files must be in either (unless otherwise specified within this document): a. Microsoft Office file format or b. Portable Document Format (PDF). 3. Use caution in creating the electronic files. If the City is unable to open files due to data-corruption, password or encryption error, etc., the Bidder’s proposal may be considered incomplete. 4. NOTE: All digital copies must include exactly the same information as provided in the hard copy “Original”. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the “Notice to Proceed” is issued. Work will be scheduled with the issuance of a Task Order and should be completed within five (5) days from issuance of Task Order. If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. ITB 18-PW05 6 | P a g e SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE EVENT DATE ITB Issue Date March 15, 2018 Deadline for Receipt of Written Questions 5 PM on April 5, 2018 Posting of Written Answers by City to Websites on or about April 9, 2018 ITB DUE No Later than 2:00 PM on April 17, 2018 Tentative Contract Award (on/about) May 7, 2018 Notice to Proceed (on/about) May 8, 2018 NOTE: PLEASE CHECK THE CITY WEBSITE (http://www.cityofmiltonga.us) OR THE DOAS WEBSITE (http://ssl.doas.state.ga.us/PRSapp/PR_index.jsp) FOR ADDENDA AND SCHEDULE UPDATES. ITB 18-PW05 7 | P a g e BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid (Cover Sheet) 1 2 Bid Form and Addenda Acknowledgement (2 pages) 14-15 3 Bid Bond (3 pages) 16-18 4 Qualifications Signature and Certification 19 5 List of Subcontractors 20 6 Contractor Affidavit and Agreement (eVerify) 21 7 Disclosure Form 22 8 Bid Submittal Form (3 pages) 33-35 9 Qualification sheet listing projects and references as stipulated in this document Use your own form INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a combined lump sum and unit price “purchasing contract” with one firm to be the primary supplier of the Intersection Improvement Projects, ITB 18-PW05. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as “no substitute” or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet wi th the following information: brand name, model or manufacturer’s number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. ITB 18-PW05 8 | P a g e The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors’ until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor’s expense to the complete satisfaction of the City of Milton with no additional expense to the City. EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. Bids may be found nonresponsive at any tim e during the evaluation or contract process, if any of the required information is not pro vided; the submitted price is found to be inadequate; or the proposal is not within the specifications described and required in the ITB. If a bid is found to be non- responsive or non-qualified, it will not be considered further. INSURANCE REQUIREMENTS Within ten (10) days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject ITB 18-PW05 9 | P a g e to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies ITB 18-PW05 10 | P a g e shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor’s insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has ITB 18-PW05 11 | P a g e been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an add itional insured and loss payee on any Workers’ Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the base bid price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1/3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to ITB 18-PW05 12 | P a g e do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21(e). ITB 18-PW05 13 | P a g e COST OF PREPARING A BID The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. ITB 18-PW05 14 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 18-PW05 Intersection Improvement Projects The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid. ITB 18-PW05 15 | P a g e The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces within ten (10) calendar days from the Notice to Proceed, and to complete all Work as scheduled in Task Order(s) issued. If weather affects the required completion schedule, the City and selected Bidder will negotiate a new completion date. Attached hereto is an executed Bid Bond in the amount of __________________ Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed _______________ _______________ _______________ _______________ Bidder further declares that the full name and resident address of Bidder’s Principal is as follows: Signed, sealed, and dated this _______ day of _____________, 20_____ Bidder _______________________ (Seal) Company Name Bidder Mailing Address: ___________________________________________ ___________________________________________ ___________________________________________ Signature: ________________________________________ Print Name: ______________________________________ Title: _____________________________________________ ITB 18-PW05 16 | P a g e BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] (3 PAGES) BID BOND CITY OF MILTON, GEORGIA BIDDER (Name and Address): SURETY (Name and Address of Principal Place of Business): OWNER (hereinafter referred to as the “City” (Name and Address): City of Milton, Georgia ATTN: Purchasing Office 2006 Heritage Walk Milton, Georgia 30004 BID BID DUE DATE: PROJECT (Brief Description Including Location): BOND BOND NUMBER: DATE (Not later that Bid due date): PENAL SUM: _______________________________________________________________________ (Words) (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. BIDDER SURETY (Seal) (Seal) Bidder’s Name and Corporate Seal Surety’s Name and Corporate Seal By: By: ___________________________ Signature and Title: Signature and Title: (Attach Power of Attorney) Attest: Attest:_________________________ Signature and Title: Signature and Title: ITB 18-PW05 17 | P a g e Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder’s Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety’s written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. ITB 18-PW05 18 | P a g e 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre-paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term “Bid” as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. ITB 18-PW05 19 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Signature______________________________Date_______________________ Print/Type Name______________________________________________________________ Print/Type Company Name Here_______________________________________________ CORPORATE CERTIFICATE I, ___________________________________, certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that _______________________________________ who signed said bid in behalf of the Contractor, was then (title)_________________________ of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of _________________________________. This _________________ day of ________________, 20______ ______________________________________(Seal) (Signature) ITB 18-PW05 20 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do _________, do not _______, propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: Company Name:___________________________________________________ ITB 18-PW05 21 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] EXHIBIT “_D_” CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ eVerify Number _________________________________ Date of Authorization _________________________________ Name of Contractor Intersection Improvement Projects Name of Project City of Milton Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______, ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _________________________________ ITB 18-PW05 22 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder __________________________________________________ Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) ________________________________________________________________ List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description ________________ ___________________________________________ ________________ ___________________________________________ ________________ ___________________________________________ Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: ________________ ___________________________________________ ITB 18-PW05 23 | P a g e PROJECT SPECIFICATIONS Intersection Improvement Projects SCOPE OF WORK The City of Milton Public Works Department, (City), requests that interested parties submit formal sealed bids/proposals for the INTERSECTION IMPROVEMENT PROJECTS. The scope of this project generally consists of the addition of a roundabout at each location with other associated roadway, drainage, and shoulder work. To bid on this contract, the Contractor must be listed on the current Georgia Department of Transportation Pre-Qualified Contractors list. No exceptions. Additionally, the Contractor must have completed one roundabout within the past five (5) years. The Contractor shall submit with the bid a qualification sheet listing projects that meet the experience requirement along with references. List should include project date, location, description, and contact information. The project locations are at the intersection of Freemanville Road and Providence Road, and at Webb Road and Morris Road. The Intersections are depicted on the location map. ITB 18-PW05 24 | P a g e GENERAL CONDITIONS 1. The Contractor shall comply with the plans and specifications for the “FREEMANVILLE ROAD/ PROVIDENCE ROAD INTERSECTION IMPROVEMENT PLANS” as prepared by Pond & Company (Design Engineer), dated 11/01/2017 and the WEBB ROAD/ MORRIS ROAD INTERSECTION IMPROVEMENT PLANS” as prepared by BM&K (Design Engineer), “TO BE PROVIDED IN ADDENDUM” The plans may be downloaded at: Final Construction Plans Freemanville at Providence Location Map ITB 18-PW05 25 | P a g e (https://files.secureserver.net/0sGrxVoKwB7KpC) Final Construction Plans Morris at Webb - “TO BE PROVIDED IN ADDENDUM” In addition to other standard specifications referenced herein, the bid package includes: a. Construction Drawings; b. Special Provision 163 – Miscellaneous Erosion Control Items; c. Special Provision 165 - Maintenance of Temporary Erosion and Sedimentation Control Devices; d. Special Provision 171 – Silt Fence; e. Special Provision 700 – Grassing. 2. Where contract documents reference "The Department" or "GA Department of Transportation" or “The Engineer”, it shall also mean "City of Milton." 3. All traffic control measures and detour signage are the responsibility of the contractor. Contractor shall coordinate all work with the City of Milton. 4. Replace, in kind, any vegetation or landscaping damaged during construction. Include cost in the price bid. 5. Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted herein. PROJECT SPECIAL PROVISIONS All project signage and striping to be pre-marked and approved by Milton Public Works prior to installation. The Morris Road at Webb Road intersection is intended to be completed first after contract award with an immediate Notice to Proceed and completion within sixty (60) days. The right of way and easements for Freemanville Road at Providence Road have not all been acquired at the time this bid is released. The City anticipates all areas to be acquired by Notice to Proceed. The two hundred and eighty ITB 18-PW05 26 | P a g e (280) day project completion time begins with the Notice to Proceed for the Freemanville Road at Providence Road intersection. Freemanville Road at Providence Road Parcel Commitments to be considered incidental: Parcel #3 will include replacing the three (3) red maple trees (October Glory variety, 3-4 inch trunk, and 12-15 feet tall) and all the Bermuda sod (matching the existing type) that is disturbed during construction. This includes all the necessary soil preparations/amendments/fertilizer for both the trees and sod. The homeowner will be presented with the proposed detailed replacement plan before installation for final approval. Parcel #8 existing fence will not be removed along Freemanville Road and Providence Road except between 309+75 Left and 310+00 Left to put in a drain pipe. A temporary fence will be installed during drain pipe installation at this location and permanent fence to be put back after installation. Parcel #9 existing fence along Freemanville Road will not be removed during construction. PROSECUTION AND PROGRESS Construction shall begin no later than TEN (10) calendar days past the issuance of Notice to Proceed. The time of completion for the project is two hundred eighty days (280) calendar days from the date of the Notice to Proceed. If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Normal workday for this project shall be 7:30 am to 7:30 pm and the normal workweek shall be Monday through Friday. The City will consider extended workdays or workweeks upon written request by the Contractor on a case by case basis. No work will be allowed on Sunday or national holidays (i.e. Memorial Day, July 4th, Labor Day, etc.). Lane closures will only be permitted between the hours of 9:00am and 4:00pm, Monday-Friday, unless otherwise approved by the City. The work will require bidder to provide all labor, administrative forces, equipment, materials and other incidental items to complete all required work. The City shall perform a Final Inspection upon completion of all work. The Contractor will be allowed to participate in the Final Inspection. All repairs shall ITB 18-PW05 27 | P a g e be completed by the Contractor at his expense prior to issuance of Final Acceptance. PERMITS AND LICENSES The Contractor shall procure all permits and licenses, pay all charges, taxes and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. MATERIALS Contractor will be responsible for replacing any work performed with material from rejected sample lot at no cost to the City. DEVIATION OF QUANTITIES FOR FREEMANVILLE ROAD AND PROVIDENCE ROAD The quantities given are estimates only and actual quantities may vary from those indicated. This project shall be bid as a lump sum contract and it is the responsibility of the Contractor to inspect the project site prior to submitting their bid to ensure final quantities. Contractor will notify the City in writing if additional items are identified. At no time will Contractor proceed with work outside the prescribed scope of services for which additional payment will be requested without the written authorization of the City. DEVIATION OF QUANTITIES FOR WEBB ROAD AND MORRIS ROAD The quantities given are estimates only and will vary from those indicated. Payment will be made based on unit prices of actual quantities of work completed and accepted. The City reserves the right to add or delete quantities at any time. Contractor will notify the City in writing if additional items are identified or quantities of contract items will exceed plan. At no time will Contractor proceed with work outside the prescribed scope of services for which additional payment will be requested without the written authorization of the City. EROSION CONTROL It is the responsibility of the Contractor to follow all Federal, State and Local erosion and sediment control laws and specifications. This includes meeting all NPDES guidelines. The Contractor shall serve as the Primary Permittee for this project and is responsible for filing the NOI and all necessary fees associated with it. Erosion/Sediment Control measures shall be installed and maintained by the contractor throughout the duration of the project. The Contractor is responsible ITB 18-PW05 28 | P a g e for the removal and disposal, off project site, of all installed temporary erosion/sediment control measures when affected areas have been restored to a level where vegetative coverings will minimize erosion. The cost for this will be considered incidental to the project and included in the overall bid. UTILITIES There are utilities in the project area. Contractor shall be responsible for locating and coordinating any utility relocation necessary for completion of the work. Utility plan sheets provided are based on early coordination and are subject to change. Call “811 Know what’s below Call before you dig.” Locate, maintain and protect existing utilities at all times during construction. TEMPORARY TRAFFIC CONTROL The Contractor shall, at all times, conduct his work in accordance with the traffic control plan and so as to assure the least possible obstruction of traffic. The safety and convenience of the general public and the residents along the roadway and the protection of persons and property shall be provided for by the Contractor as specified in the State of Georgia, Department of Transportation Standard Specifications Sections 104.05, 107.09 and 150. Traffic whose origin and destination is within the limits of the project shall be provided ingress and egress at all times unless otherwise specified by the City. The ingress and egress includes entrances and exits VIA driveways at various properties, and access to the intersecting roads and streets. The Contractor shall maintain sufficient personnel and equipment (including flaggers and traffic control signing) on the project at all times, particularly during inclement weather, to insure that ingress and egress are safely provided when and where needed. The Contractor shall furnish, install and maintain all necessary and required barricades, signs, temporary striping and other traffic control devices in accordance with the MUTCD and DOT specifications, and take all necessary precautions for the protection of the workers and safety of the public. This shall include variable message boards to be placed near the intersection location, prior to beginning construction activities, to notify the traveling public of the upcoming lane closure(s). These variable message boards shall remain in place from to the beginning construction until substantial completion of the project. There shall be four (4) variable message boards, (one in each direction). ITB 18-PW05 29 | P a g e All existing signs, markers and other traffic control devices removed or damaged during construction operations will be reinstalled or replaced at the Contractor’s expense. At no time will Contractor remove regulatory signing which may cause a hazard to the public. The Contractor shall, within 24 hours place temporary pavement markings (paint or removable tape) matching existing pavement markings on milled or patched pavements. All personnel and equipment required for maintaining temporary traffic control, public convenience and safety will be included in the contract price. PROTECTION AND RESTORATION OF PROPERTY AND LANDSCAPE The Contractor shall be responsible for the preservation of all public and private property, crops, fish ponds, trees, monuments, highway signs and markers, fences, grassed and sodded areas, mail boxes and supports, water meters, etc. along and adjacent to the highway, road or street, and shall use every precaution necessary to prevent damage or injury thereto, unless the removal, alteration, or destruction of such property is provided for under the contract. No stone or asphalt chunks shall be left in the right-of-way and screened topsoil shall be placed in all disturbed areas before grassing. Contractor is responsible for ensuring that all permanent grassing shall match the existing grassing When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect or misconduct in the execution of the work, or in consequence of the non-execution thereof by the contractor, he shall restore, at his/her own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, rebuilding or otherwise restoring as may be directed, or she/he shall make good such damage or injury in an acceptable manner. The Contractor shall correct all disturbed areas before retainage will be released. CLEANUP All restoration and clean-up work shall be performed daily. Operations shall be suspended if the Contractor fails to accomplish restoration and clean-up within an acceptable period of time. Asphalt and other debris shall be removed from gutters, sidewalks, yards, driveways, etc. Failure to perform clean-up activities may result in suspension of the work. Milling operation shall be followed immediately by clean-up at which the contractor is to provide power brooms, vacuum sweepers, power blowers, or other means to remove loose debris or dust. Do not allow dust control to restrict visibility of passing traffic or to disrupt ITB 18-PW05 30 | P a g e adjacent property owners. All pavement areas shall be clean and dry prior to placing tack coat, asphaltic concrete or other materials. SAFETY Beginning with mobilization and ending with acceptance of work, the Contractor shall be responsible for providing a clean and safe work environment at the project site. The Contractor shall comply with all OSHA regulations as they pertain to this project. QC/QA TESTING OF MATERIALS The Contractor will be responsible for all quality control testing (sampling, testing, and inspections) of materials incorporated into the project. All materials and workmanship shall meet appropriate GDOT specifications. Materials quality control testing types will meet GDOT specifications at a frequency equal to or exceeding that set by those specifications. Contractor shall secure the services of a GDOT qualified geotechnical testing firm to perform all required tests. Test results shall be provided to the City promptly as the work progresses. Tests shall meet GDOT Specs for type, method, and frequency. This work shall be considered incidental to the rest of the work and no separate payment will be made. Contractor will be responsible for replacing any work performed with material from rejected sample lot at no cost to the City. PAVEMENT MILLING The milling equipment shall be a power driven, self-propelled machine which is specifically designed to mill and remove a specified depth of existing asphalt paving. The equipment shall be of size, shape and dimensions so as not to restrict the safe passage of traffic in areas adjacent to the work. Conveyors capable of side, rear or front loading shall be provided together with the necessary equipment to transfer the milled material from the roadway to a truck. Dust control shall be such as not to restrict visibility of passing traffic or annoy adjacent property owners. The Contractor shall also mill across the whole roadway at the beginning and ending limits of the project to provide an adequate tie-in with existing pavements. Topping shall be tapered/feathered so as to tie into existing driveways with the ITB 18-PW05 31 | P a g e best possible ride and aesthetic result. Tie-ins shall be marked on the ground and approved by the City prior to paving. Areas where no curb exists are not to be milled except as may be directed on the plans or to provide adequate tie-in with existing pavement. The milling operation shall provide a pavement surface that is true to line, grade and cross- section and of uniform texture. Areas where curb and gutter exists shall be edge milled to a distance of 6 feet from the edge of the gutter to provide a level transition from the final paved surface to the top of the gutter pan. Depth of the edge milling at the gutter shall be equal to the depth of the final asphalt topping coarse. A ten foot straightedge shall be maintained in the vicinity of the milling operation at all times for the purpose of measuring surface irregularities of the milled pavement surface. The Contractor shall provide the straightedge and labor for its use. All irregularities in excess of 1/8" in 10' shall be re-milled at no additional cost. The finished cross slope shall be uniform to a degree that no depressions or misalignment of slope greater than 1/4" in 12' are present when tested with a straightedge placed perpendicular to the centerline. The finished pavement surface will be subject to visual and straightedge inspection. The Contractor shall be responsible to repair any damage to existing curbs, aprons, and driveways caused by the Contractor’s operations at no additional cost to the City. All material generated as a result of the milling operation shall become the property of the Contractor. The milled material shall be stockpiled, recycled and utilized by the bidder as a means to offset the unit cost of patching. After milling is completed all loose and flaking masses of asphalt shall be removed. The Contractor and City shall measure all work and determine the total pavement area in square yards, to establish the basis of payment for the milling work. ITB 18-PW05 32 | P a g e BITUMINOUS TACK COAT This work shall consist of the placement of bituminous tack on all areas. The cost of bituminous tack shall be included in the cost of the project. Bituminous tack is not measured as a separate pay item. AC-20 or AC-30 shall be used. All surfaces shall be cleaned completely and thoroughly before any tack is applied. Tack shall not be applied when the pavement is wet. Bituminous tack coat shall be applied between .03 to .06 gallons per square yard. ITB 18-PW05 33 | P a g e [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] (3 PAGES) Bid Submittal Form Intersection Improvement Projects The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document. Hereby proposes and agrees, if this bid for the above named project is accepted to enter into a contract to perform all work necessary to the successful completion of the contract; and to supply all required submittals as indicated or specified in the ITB and the bid documents to be performed or furnished by bidder for the for the total contract price of: Freemanville Road and Providence Road Intersection: Total Base Bid Price (Lump Sum) $___________________________ Print Dollar Amount________________________________________ ITB 18-PW05 34 | P a g e Morris at Webb Bid Schedule – “TO BE PROVIDED IN ADDENDUM” ITB 18-PW05 35 | P a g e [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SUBMITTAL FORM Morris Road and Webb Road Intersection: Total Base Bid Price $_________________________ Print Dollar Amount____________________________________________________ Freemanville at Providence Total Base Bid + Morris at Webb Total Base Bid: TOTAL BID PRICE $_____________________________ Print Dollar Amount____________________________________________________ Freemanville at Providence Major Waterline Relocation (Bid Alternate) Total Bid Alternate Price (Lump Sum) $_______________________ Print Dollar Amount_____________________________________________________ In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule. COMPANY_____________________________________________________________________ ADDRESS_______________________________________________________________________ AUTHORIZED SIGNATURE_________________________________________________________ PRINT / TYPE NAME _____________________________________________________________ TITLE ___________________________________________________________________________________ ITB 18-PW05 36 | P a g e GENERAL CONDITIONS Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted below . SECTION 101 DEFINITION AND TERMS Section 101.10 Delete as written and substitute the BOARD following: CITY COUNCIL OF CITY OF MILTON, GEORGIA Section 101.14 Delete as written and substitute the COMMISSIONER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON Section 101.16 Delete the second paragraph and substitute CONTRACT the following: The Contract Documents shall be composed of the Advertisement for Bid; Notice to Contractors; Form of Bid Proposal; General Conditions; Special Provisions; Detail Specifications, as identified in Section 105.03; Form of Contract; Form of Bond(s); Addenda; the drawings, including all changes incorporated herein before their execution; and also any Change Orders and Supplemental Agreements that are required to complete the construction of The Work in an acceptable manner, including authorized extensions thereof, all of which constitute one instrument. No oral agreement or orders are to be considered as valid or as a part of the Contract. Section 101.22 Delete as written and substitute the DEPARTMENT following: PUBLIC WORKS DEPARTMENT CITY OF MILTON ITB 18-PW05 37 | P a g e Section 101.24 Delete as written and substitute the ENGINEER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Section 101.47 Delete as written and substitute STATE HIGHWAY ENGINEER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Section 101.74 Retain as written and substitute the SUPPLEMENTAL AGREEMENT following: Any Supplemental Agreement that has a dollar value amount that is less than $25,000.00 shall not require the assent of the Surety." Section 101.84 Add: DIRECTOR OF PUBLIC WORKS CITY OF MILTON SECTION 102 - BIDDING REQUIREMENTS AND CONDITIONS Section 102.05 EXAMINATION OF PLANS, Add the following paragraph: SPECIFICATIONS, SPECIAL PROVISIONS, “The City will not be responsible for AND SITE OF THE WORK Bidders’ errors or misjudgment, nor for any information on local conditions or general laws and regulations.” Section 102.07 REJECTION OF Add the following subparagraphs PROPOSALS “I. The City reserves the right to reject any and all bids, to waive technicalities, and to make an award as deemed in its best interest. It is understood that all bids are made subject to this Agreement, that the City reserves the right to award the bid to the lowest, responsible Bidder, and in arriving at this decision, full consideration will be given to the reputation of the Bidder, his financial ITB 18-PW05 38 | P a g e responsibility, and work of this type successfully completed. “J. The City also reserves the right to reject any and all bids from any person, firm, or corporation who is in arrears in any debt or obligation to The City of Milton, Georgia.” Section 102.08 PROPOSAL Substitute the following for the first GUARANTY sentence “No bid will be considered unless it is accompanied by an acceptable bid bond an amount not less than five percent (5%) of the amount bid and made payable to City of Milton, Georgia. Such Bid Bond shall be on the forms provided by the City.” Add Section 102.15 ADDENDA AND INTERPRETATION Delete in its entirety and substitute the following: Bids shall be submitted on the Bid Form provided by the City. The bid package as described in Notice to Contractors, Page 1 must be submitted with the bid. Failure to do so could result in the omission of pertinent documents and the rejection of the apparent low bid.” Section 102.09 DELIVERY OF PROPOSALS: Add the following as 102.15: “No interpretation of the meaning of the Contract Documents will be made orally to any Bidder. Any request for such interpretation should be in writing addressed to the Purchasing Department, The City of Milton 2006 Heritage Walk Milton, Ga. 30004. TEL. 678/242-2500, FAX 678/242- 2499.Each such interpretation shall be given in writing, separately numbered and dated, and furnished to each interested Bidder. Any request not received in time to accomplish such interpretation and distribution will not be accepted. ITB 18-PW05 39 | P a g e SECTION 103 - AWARD OF AWARD AND EXECUTION OF CONTRACT Section 103.02 AWARD OF CONTRACT Delete in its entirety and substitute the following: “The contract, if awarded, shall be awarded to the lowest responsible bidder. The City of Milton reserves the right to exercise exclusive discretion as to the responsibility of any bidder. The contract shall be executed on the forms attached, will be subject to all requirements of the Contract Document, and shall form a binding Contract between the contracting parties.” Section 103.05 REQUIREMENTS OF Delete in its entirety and substitute the CONTRACT BONDS following: “At the time of the execution of the contract, and as a part thereof, the successful bidder shall furnish Contract Bond Below: Performance Bond in the full amount of the contract. Payment Bond in the full amount of the contract. Maintenance bond in the amount of one-third (1/3) of the contract. “ Section 103.07 FAILURE TO Delete in its entirety and substitute the EXECUTE CONTRACT following: “Failure to execute the Contract Performance, Payment or Maintenance Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days after the date of Notice of Award of the Contract, may be just cause for the annulment of the award and for the forfeiture of the proposal guaranty to the City of Milton, not as a penalty, but as liquidation of damages sustained. At the discretion of the City, the award may then be made to the next lowest bidder, may be re-advertised, or may be constructed by City forces. The Contract and Contract bonds shall be executed in ITB 18-PW05 40 | P a g e quadruplicate.” SECTION 107 - LEGAL REGULATIONS AND RESPONSIBILITY TO THE PUBLIC Section 107.18 ACQUISITION OF Add the following paragraph: RIGHT OF WAY “The Contractor shall inspect all easements and rights-of-way to ensure that the City has obtained all land and rights-of-way necessary for completion of the Work to be performed pursuant to the Contract Documents. The Contractor shall comply with all stipulations contained in easements acquired by the Department.” Section 107.21 CONTRACTORS Add the following sentence to Paragraph A: RESPONSIBILITY FOR UTILITY “The Contractor is responsible for the PROPERTY AND SERVICE location of above and below ground Utilities and structures which may be affected by the Work.” SECTION 109 MEASUREMENT AND PAYMENT Section 109.07 PARTIAL PAYMENTS Delete the first sentence of the Second Paragraph under ‘A. General” As long as the gross value of completed work is less than 50% of the total Contract amount, or if the Contractor is not maintaining his construction schedule to the satisfaction of the Engineer, the Department shall retain 10% of the gross value of the work that has been completed as indicated by the current estimate certified by the Engineer for payment. Section 109.08 FINAL PAYMENT Delete in its entirety and substitute the Following: “Final Payment: Upon completion by the Contractor of the work, including the receipt of any final written submission of the Contractor and the approval thereof by the Department, the CITY will pay the ITB 18-PW05 41 | P a g e Contractor a sum equal to 100 percent (100%) of the compensation set forth herein, less the total of all previous partial payments, paid or in the process of payment. The Contractor agrees that acceptance of this final payment shall be in full and final settlement of all claims arising against the CITY for work done, materials furnished, costs incurred, or otherwise arising out of this Agreement and shall release the CITY from any and all further claims of whatever nature, whether known or unknown for and on account of said Agreement, and for any and all work done, and labor and materials furnished, in connection with same.” ITB 18-PW05 42 | P a g e ***NOTICE TO CONTRACTORS*** EPD AIR QUALITY RULES ON OPEN BURNING REFER TO CHAPTER 391-3- 1-02-05 For additional/information, please contact: Georgia Department of Natural Resources Environmental Protection Division Air Protection Branch 4244 International Parkway, Suite 120 Atlanta, GA 30354 404/363-7000; 404/362-2534 – FAX SAMPLE CONTRACT 1 | P a g e SAMPLE - CONSTRUCTION SERVICES AGREEMENT [PROJECT NAME] This Construction Services Agreement (the “Agreement”) is made and entered into this ___ day of ____, 20___ [INSERT DATE] (the “Effective Date”), by and between the CITY OF MILTON, GEORGIA, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and Milton City Council (hereinafter referred to as the “City”), and ____________________________ [INSERT CONTRACTOR NAME], a _____________________ [INSERT TYPE OF ENTITY] (hereinafter referred to as the “Contractor”), collectively referred to herein as the "Parties”. W I T N E S S E T H: WHEREAS, the City desires to retain a contractor to perform services for the construction of a Project, as defined below; and WHEREAS, the City solicited _______________ (bids/proposals) for construction of the Project pursuant to the Request for _________ (Bids/Proposals), dated ___________________, 20___ [INSERT DATE], attached hereto as “Exhibit A” and incorporated herein by reference; and WHEREAS, the Contractor submitted a complete and timely ___________ (bid/proposal), attached hereto as “Exhibit B” and incorporated herein by reference, and met all _____________ (bid/proposal) requirements such that the City awarded Project Number __________ [INSERT PROJECT NUMBER] to the Contractor; and WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, based upon Contractor’s _____________ (proposal/bid), the City has selected Contractor as the successful _____________ (proposer/bidder), and WHEREAS, Contractor desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and WHEREAS, the public interest will be served by this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract SAMPLE CONTRACT 2 | P a g e Documents, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work, and Contractor is aware that it must be licensed to do business in the State of Georgia. NOW THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties hereto do mutually agree as follows: Section 1. Contract Documents This Agreement along with the following documents, attached hereto (except as expressly noted otherwise below) and incorporated herein by reference, constitute the “Contract Documents”: A. Request for ____________ (Proposals/Bids), attached hereto as “Exhibit A”; B. ___________ (Proposal/Bid) Documents from Contractor, dated ____________ ____, ______ [INSERT DATE], attached hereto as “Exhibit B”; C. Scope of Work, attached hereto as “Exhibit C”; D. Any required Performance Bond and/or Payment Bond, attached hereto collectively as “Exhibits D.1 and D.2”; E. Noncollusion Affidavit of Prime _________________ (Proposer/Bidder), attached hereto as “Exhibit E”; F. Final Affidavit, attached hereto as “Exhibit F”; G. Alien Employment affidavits, attached hereto as “Exhibits G.1 and G.2”; H. Plans, drawings and specifications, attached hereto collectively as “Exhibit H”; I. Additional Payment/Retainage Requirements, attached hereto as “Exhibit I”; J. Key Personnel, attached hereto as “Exhibit J”; K. Contract Administration provisions (if issued), attached hereto as “Exhibit K”; L. General Conditions (if issued), attached hereto as “Exhibit L”; M. Supplementary Conditions (if issued), attached hereto as “Exhibit M”; N. Notice of Award, attached hereto as “Exhibit N”; SAMPLE CONTRACT 3 | P a g e O. City of Milton Code of Ethics (codified in the official Code of the City of Milton); P. The following, which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Change Orders (defined in Section 6 below), other written amendments, and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties. Section 2. Project Description; Architect; Engineer; Contract Administrator A. Project. A general description of the Project is as follows: __________________________________________________________________ _____________________________ [INSERT GENERAL PROJECT DESCRIPTION] (the “Project”). A third-party Architect or Engineer (as identified below) □ has/ □ has not [check one] been retained related to this Project. B. Architect/Engineer (if any). (i) Architect [if applicable]. The Project has been designed by _____________________ [INSERT ARCHITECT NAME, IF ANY] (hereinafter referred to as the “Architect”). The Architect will have authority to act on behalf of the City only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement. (ii) Engineer [if applicable]. The Project has been designed by ______________________ [INSERT ENGINEER NAME, IF ANY] (hereinafter referred to as the “Engineer”). The Engineer will have authority to act on behalf of the City only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement. C. Contract Administrator. The Contract Administrator for this Agreement shall be: ___________________________ [INSERT CONTRACT ADMINISTRATOR NAME – specify the City, Architect, Engineer, or other entity fulfilling this role]. Section 3. The Work A. The Work. The Work to be completed under this Agreement (the “Work”) includes, but shall not be limited to, the work described in the Scope of Work provided in “Exhibit C”, attached hereto and incorporated herein by reference. The Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work reasonably inferable from the Contract Documents. The term “reasonably inferable” takes into consideration the understanding of the Parties that some details necessary for proper execution and completion of the Work may not SAMPLE CONTRACT 4 | P a g e be shown on the drawings or included in the specifications or Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the Work or are otherwise necessary for proper and complete installation and operation of the Work. Contractor shall complete the Work in strict accordance with the Contract Documents. In the event of any discrepancy among the terms of the various Contract Documents, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. B. Notice to Proceed. The City will issue a Notice to Proceed, which Notice to Proceed shall state the dates for beginning Work (“Commencement Date”) and the Expected Date of Final Completion (defined in Section 4(A) below). Unless otherwise approved, the Contractor shall perform its obligations un der this Agreement as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Work. C. Plans; Drawings and Specifications. The plans, drawings and specifications provided in “Exhibit H”, attached hereto, are hereby acknowledged by the Parties and incorporated herein by reference. D. Shop Drawings, Product Data, and Samples. Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, but must be in conformity therewith. The purpose of their submittal is to demonstrate, for those portions of the Work for which submittals are required by the Contract Documents, the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. (i) “Shop Drawings” are drawings, diagrams, schedules and other data specifically prepared for the Work by the Contractor or a subcontractor, sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. (ii) “Product Data” are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (iii) “Samples” are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. The Contractor shall review for compliance with the Contract Documents and shall approve and submit to the Contract Administrator Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the City or of separate contractors. By approving and subm itting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field SAMPLE CONTRACT 5 | P a g e measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Contract Administrator without action. The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved in writing by the Contract Administrator, provided that submittals that are not required by the Contract Documents may be returned without action. The Work shall be completed in accordance with approved submittals, provided that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Contract Administrator’s approval of Shop Drawings, Product Data, Samples or similar submittals, unless the Contractor has specifically informed the Contract Administrator in writing of such deviation at the time of submittal and (1) the Contract Administrator has given written approval to the specific deviation as a minor change in the Work, or (2) a written Change Order has been issued and approved to authorize the deviation. The Contract Administrator’s approval of the Shop Drawings, Product Data, Samples or similar submittals shall not relieve the Contractor of responsibility for errors or omissions therein. The Contractor shall, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, direct the Contract Administrator’s attention to any additional revisions included other than those requested by the Contract Administrator on previous submittals. In the absence of such written notice drawing the Contract Administrator’s attention to such additional revisions, the Contract Administrator’s approval of a resubmission shall not apply to such additional revisions. The Contractor shall maintain at the Project site(s) one record copy of the Contract Documents in good order and marked currently to record field changes and selections made during construction and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the City and Contract Administrator and shall be delivered to the Contract Administrator or City upon completion of the Work. Section 4. Contract Term; Liquidated Damages; Expedited Completion; Partial Occupancy or Use A. Contract Term. The term of this Agreement (“Term”) shall commence on the Effective Date and continue until the earlier of the Expected Date of Final Completion or the proper termination and non-renewal of this Agreement (provided that certain obligations, including but not limited to Warranty obligations, will survive termination/expiration of this Agreement). Contractor warrants and SAMPLE CONTRACT 6 | P a g e represents that it will perform its Work in a prompt and timely manner, which shall not impose delays on the progress of the Work. The Contractor shall commence Work pursuant to this Agreement within five (5) business days of the Commencement Date provided by the City, and the Parties intend that all Work shall be completed on or before _______________________, 20___ [INSERT DATE OF EXPECTED COMPLETION – NOTE DEFINED TERMS IN “EXHIBIT I” RELATED TO SAME] (the “Expected Date of Final Completion”). Every effort will be made by Contractor to shorten this period. If the Term of this Agreement continues beyond the calendar year in which this Agreement is executed, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the City on December 31 each calendar year of the Term [ □ unless this box is checked, in which case the Agreement shall terminate absolutely and without further obligation on the part of the City at the end of the City’s fiscal year each year of the Term], and further, that this Agreement shall automatically renew on January 1 of each subsequent calendar year [ □ unless this box is checked, in which case the Agreement shall automatically renew on the first day of each subsequent City fiscal year of the Term] absent the City’s provision of written notice of non- renewal to Contractor at least five (5) calendar days prior to the end of the then current calendar year [or fiscal year, as applicable]. Title to any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by the City. B. Time is of the Essence; Liquidated Damages. Contractor specifically acknowledges that TIME IS OF THE ESSENCE of this Agreement and that City will suffer financial loss if the Work is not completed in accordance with the deadlines specified in Section 4(A) above and within the Contract Documents. The City and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by the City if the Work is not completed within the specified times. Accordingly, instead of requiring any such proof, the City and Contractor agree that, as liquidated damages for delay (but not as a penalty), the Contractor shall pay to the City _____________________and_00/100 Dollars ($_______.00) [INSERT DAILY LIQUIDATED DAMAGES AMOUNT] for each and every calendar day that expires after a deadline provided in the Contract Documents. C. Expediting Completion. The Contractor is accountable for completing the Work within the time period provided in the Contract Documents. If, in the judgment of the City, the Work is behind schedule and the rate of placement of work is inadequate to regain scheduled progress to ensure timely completion of the entire Work or a separable portion thereof, the Contractor, when so informed by the City, shall immediately take action to increase the rate of work placement by: (1) An increase in working forces; (2) An increase in equipment or tools; (3) An increase in hours of work or number of shifts; SAMPLE CONTRACT 7 | P a g e (4) Expediting delivery of materials; and/or (5) Other action proposed if acceptable to City. Within five (5) calendar days after such notice from City that the Work is behind schedule, the Contractor shall notify the City in writing of the specific measures taken and/or planned to increase the rate of progress. The Contractor shall include an estimate as to the date of scheduled progress recovery. Should the City deem the plan of action inadequate, the Contractor shall take additional steps to make adjustments as necessary to its plan of action until it meets with the City’s approval and such approval is provided in writing by the City. D. Partial Occupancy or Use. The City may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement between the City and Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the City and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. Immediately prior to such partial occupancy or use, the City, Contractor and Contract Administrator shall jointly inspect the area to be occupied, or portion of the Work to be used, in order to determine and record the condition of the Work. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Section 5. Contractor’s Compensation; Time and Method of Payment A. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $_________.__ [INSERT MAXIMUM CONTRACT PRICE] (the “Maximum Contract Price”), except as outlined in Section 6 below. The compensation for Work performed shall be based upon _________________________ [SPECIFY HOURLY RATE, FLAT FEE, UNIT PRICES, OR OTHER BASIS ], and Contractor represents that the Maximum Contract Price is sufficient to perform all of the Work set forth in and contemplated by this Agreement. B. Additional Payment Requirements. Additional payment requirements are included as “Exhibit I”, attached hereto and incorporated herein by reference. C. Material Deviations. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations SAMPLE CONTRACT 8 | P a g e from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through written Change Orders, as described in Section 6 below. Whenever the Contract Administrator considers it necessary or advisable, it shall have authority to require inspection or testing of the Work. However, neither this authority of the Contract Administrator nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Contract Administrator to the Contractor, subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. D. Taxes. The City is a governmental tax-exempt entity and shall not be responsible for paying any taxes on any materials or services provided for herein. At Contractor’s request, City shall provide evidence of its tax-exempt status. To the extent, if any, that the City furnishes tangible personal property to Contractor for incorporation into the Project, Contractor shall be responsible for paying the amount of tax owed for such tangible personal property. Section 6. Change Orders A. Change Order Defined. A “Change Order” means a written modification of the Contract Documents, signed by representatives of the City and the Contractor with appropriate authorization. B. Right to Order Changes. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by the Contractor and the City. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to determine reasonable terms, and the Contractor shall proceed with the changed work. C. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of the City and the Contractor. D. Authority to Execute Change Order. The City Manager has authority to execute, without further action of the Milton City Council, any number of Change Orders so long as their total effect does not materiall y alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section 5(A) above. Any such Change Orders materially altering the terms of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) SAMPLE CONTRACT 9 | P a g e is in excess of $50,000, must be approved by resolution of the Milton City Council. E. Minor Changes in the Work. The Contract Administrator will have the authority to order minor changes in the Work not involving adjustment in the Maximum Contract Price or extension of the Term and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order signed by the Contract Administrator. The Contractor shall carry out such written orders promptly. If the minor changes subsequently may affect adjustments in the Maximum Contract Price or the Term, the changes shall then be converted to a written Change Order by the requesting Party. Section 7. Covenants of Contractor A. Ethics Code; Conflict of Interest. (i) Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of his knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Contractor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Contractor shall immediately notify the City. If the City determines that a conflict of interest exists, the City may require that Contractor take action to remedy the conflict of interest or terminate the Agreement without liability. The City shall have the right to recover any fees paid for services rendered by Contractor when such services were performed while a conflict of interest existed if Contractor had knowledge of the conflict of interest and did not notify the City within five (5) business days of becoming aware of the existence of the conflict of interest. (ii) Contractor and the City acknowledge that it is prohibited for any person to offer, give, or agree to give any City employee or official, or for any City 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. The Contractor and the City 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- consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. SAMPLE CONTRACT 10 | P a g e B. Meetings. The Contractor is required to meet with the City’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the Term of this Agreement at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City or the Contract Administrator. The Contractor will be given a minimum of three (3) full business days’ notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of the contract for cause. C. Expertise of Contractor. Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of City and the Project in accordance with City’s requirements and procedures, and Contractor shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. D. Proper Execution by Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor’s profession or business and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, O.C.G.A. § 50-5-63, any applicable records retention requirements, and Georgia’s Open Records Act (O.C.G.A. § 50-18-70, et seq.). Any additional work or costs incurred as a result of error and/or omission by Contractor as a result of not complying with the Contract Documents or not meeting the applicable standard of care or quality, including but not limited to those of repeated procedures and compensation for the Contract Administrator’s services or expenses, will be provided at Contractor’s expense and at no additional cost to the City. This provision shall survive termination of this Agreement. It is the Contractor’s responsibility to be reasonably aware of all applicable laws, statutes, ordinances, building codes, and rules and regulations. If the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Contract Administrator and the City in writing of any portions of the Contract Documents that are at variance with the applicable laws, statutes, ordinances, building codes, and rules and regulations. The Contractor’s duties shall not be diminished by any approval by the City or Contract Administrator of Work completed or produced; nor shall any approval by the City or Contract Administrator of Work completed or produced release the SAMPLE CONTRACT 11 | P a g e Contractor from any liability therefor, it being understood that the City is ultimately relying upon the Contractor’s skill and knowledge in performing the Work required under the Contract Documents. Organization of the specifications into divisions, sections and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. E. Familiarity with the Work. (i) Contractor Familiarity with Work. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Contract Documents, site conditions, authorities, tests, reports and studies relative to that portion of the Work, as well as the information furnished by the City, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the Project site(s) affecting it. Contractor represents and agrees that it has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, inconsistencies, or ambiguities in the Contract Documents; however, any errors, inconsistencies, omissions, or ambiguities discovered by the Contractor shall be reported promptly to the Contract Administrator and City in writing. Contractor represents that it has given the City written notice of all errors, omissions, inconsistencies, or ambiguities that the Contractor has discovered in the Contract Documents so far, and the written resolution thereof by the City is acceptable to the Contractor. Further, Contractor acknowledges that its obligation to give notice of all such errors, omissions, inconsistencies, or ambiguities shall be continuing during the Term of this Agreement. Any failure on the part of the Contractor to notify the Contract Administrator and City in writing of any errors, omissions, inconsistencies, or ambiguities in the Contract Documents that Contractor discovered or reasonably should have discovered shall result in a waiver and full release by the Contractor of any future arguments or defenses based on such errors, omissions, inconsistencies, or ambiguities against the City. Further, if the Contractor fails to perform its obligations pursuant to this paragraph, the Contractor shall pay such costs and damages to the City as would have been avoided if the Contractor had performed such obligations. SAMPLE CONTRACT 12 | P a g e (ii) Inspection of Prior Work. If part of the Contractor’s Work depends for proper execution or results upon construction or operations by a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Contract Administrator apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the City’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable, and Contractor shall be responsible for all costs and damages resulting from its failure to report reasonably discoverable defects. (iii) Contractor Requests for Information. If, with undue frequency (as determined by the City in its sole discretion), the Contractor requests information that is obtainable through reasonable examination and comparison of the Contract Documents, site conditions, and previous correspondence, interpretations or clarifications, the Contractor shall be liable to the City for reasonable charges from th e Contract Administrator for the additional services required to review, research and respond to such requests for information. F. Supervision, Inspection and Construction Procedures. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety therefor and, except as stated below, shall be fully and solely responsible for the jobsite safety for such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the City and Contract Administrator and shall not proceed with that portion of the Work without further written instructions from the City or Contract Administrator as approved in writing by the City. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Agreement. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to : (a) employees and other persons who may be affected, (b) the Work and materials and equipment to be incorporated therein, whether in storage on or off the Project site(s), under care, custody or control of the Contractor or Contractor’s subcontractors or sub-subcontractors, and (c) other property at the Project site(s) or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, SAMPLE CONTRACT 13 | P a g e structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Project site(s) by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the City and Contract Administrator in writing. G. Tests and Inspections. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, or ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made promptly at an appropriate time to avoid unreasonable delay in the Work. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the City, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Contract Administrator timely notice of when and where tests and inspections are to be made so that the Contract Administrator may be present for such procedures. Required permits or certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and delivered to the Contract Administrator within ten (10) calendar days of issuance. H. Budgetary Limitations. Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor’s profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principals of Contractor’s profession and industry, Contractor will give written notice immediately to the City. I. City’s Reliance on the Work. The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that therefore, the City bears no responsibility for Contractor’s Work performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor’s performance. Contractor further agrees SAMPLE CONTRACT 14 | P a g e that no approval of designs, plans, or specifications by any person, body, or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor’s Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles. J. Contractor’s Reliance on Submissions by the City. Contractor must have timely information and input from the City in order to perform the Work required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. K. Uncovering and Correction of Work. If a portion of the Work is covered contrary to the Contract Administrator’s request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Contract Administrator, be uncovered for examination by the Contract Administrator and be replaced at the Contractor’s expense without change in the Agreement Term. If a portion of the Work has been covered which the Contract Administrator has not specifically requested to examine prior to its being covered or which the Contract Documents did not require to remain uncovered until examined, the Contract Administrator may request to see such Work, and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the City’s expense, which expense shall be agreed upon in writing prior to being incurred. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor’s expense, unless the condition was caused by the City, in which event the City shall be responsible for payment of such costs including reasonable charges, if any, by the Contract Administrator for additional service, which expense shall be agreed upon in writing prior to being incurred. If the City prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the City may do so instead of requiring its removal and correction, in which case the Maximum Contract Price will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. L. Clean Up. Contractor shall keep the Project site(s) and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials. If the Contractor fails to clean up as provided in the Contract Documents, the City may do so, and the cost thereof shall be charged to the Contractor. SAMPLE CONTRACT 15 | P a g e M. Contractor’s Representative. _________________ [INSERT NAME OF CONTRACTOR’S REPRESENTATIVE] shall be authorized to act on Contractor’s behalf with respect to the Work as Contractor’s designated representative. N. Independent Contractor. Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the City. Nothing contained in this Agreement shall be construed to make the Contractor, or any of its employees, servants or subcontractors, an employee, servant or agent of the City for any purpose. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies, and/or materials necessary to complete the Work; hiring of subcontractors, agents, or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding, and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and the City by virtue of this Agreement with the Contractor. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and the City may hire additional entities to perform Work related to this Agreement. Inasmuch as the City and the Contractor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. The Contractor agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City without the express knowledge and prior written consent of the City. O. Responsibility of Contractor and Indemnification of City. The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it and/or the City on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City and the City’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys SAMPLE CONTRACT 16 | P a g e and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including, but not limited to, attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of alleged willful, negligent, or tortious act or omission arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an Indemnified Party, by any employee of the Contractor, its subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement. P. Insurance. (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with coverage and limits no less than: (a) Commercial General Liability: $1,000,000 (one million dollars) combined single limit per occurrence $2,000,000 (two million dollars) aggregate comprehensive/extended/enhanced Commercial General Liability policy with coverage including bodily and personal injury, sickness, disease or death, injury to or destruction SAMPLE CONTRACT 17 | P a g e of property, including loss of use resulting therefrom, damage to premises/operations, products/completed operations, independent consultants and contractual liability (specifically covering the indemnity), broad-from property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using an excess or umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable). (b) Commercial Automobile Liability (owned, non-owned, hired): $1,000,000 (one million dollars) combined single limit per occurrence $2,000,000 (two million dollars) aggregate for comprehensive Commercial Automobile liability coverage (owned, non-owned, hired) including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Professional Liability: $1,000,000 (one million dollars) limit Professional Liability policy for claims arising out of professional services and caused by the Contractor’s errors, omissions, or negligent acts (required if any professional services will be provided). (d) Workers’ Compensation and Employers’ Liability: Workers’ Compensation policy with limits as required by the State of Georgia and Employers’ Liability limits of $1,000,000 (one million dollars) per occurrence or disease. (If Contractor is a sole proprietor, who is otherwise not entitled to coverage under Georgia’s Workers’ Compensation Act, Contractor must secure Workers’ Compensation coverage approved by both the State Board of Workers’ Compensation and the Commissioner of Insurance. The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers’ Compensation Act. Further, the Contractor shall provide a certificate of insurance indicating that such coverage has been secured and that no individual has been excluded from coverage.) (e) Builder’s Risk Insurance: Contractor shall provide a Builder’s Risk Insurance Policy to be made payable to the City and Contractor, as their interests may appear. The policy amount shall be equal to 100% of the Maximum Contract Price, written on a Builder’s Risk “All Risk,” or its equivalent. The policy shall provide, or be endorsed to provide, as follows: “The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy: i) Equipment may be delivered to the insured premises and installed in place ready for use; and ii) Partial or complete occupancy by City; and iii) SAMPLE CONTRACT 18 | P a g e Performance of Work in connection with construction operations insured by the City, by its agents or lessees, or other contractors of the City or using agency.” The insurance coverage shall include extended coverage, and providing coverage for transit, with sub- limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work. (f) Commercial Umbrella Liability Coverage: $____________ (___________) [INSERT AMOUNT OF COVERAGE REQUIRED, IF ANY] per occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Commercial Automobile Liability, Employers’ Liability, and Professional Liability. [THE CITY MAY WANT TO INCLUDE OTHER INSURANCE REQUIREMENTS, DEPENDING UPON THE TYPE OF PROJECT AT ISSUE. PARTICULARLY, THE CITY MAY WANT TO CONSIDER REQUIRING DEMOLITION LIABILITY INSURANCE OR POLLUTION LIABILITY INSURANCE.] (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing so that the City may ensure the financial solvency of the Contractor; self-insured retentions should be included on the certificate of insurance. (4) Other Insurance Provisions: Each policy shall contain, or be endorsed to contain, the following provisions respectively: (a) General Liability, Automobile Liability and Umbrella Liability Coverage. (i) Additional Insured Requirement. The City and City’s elected and appointed officials, officers, boards, commissioners, employees, representatives, consultants, servants, agents and volunteers (individually “Insured Party” and collectively “Insured Parties”) shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require the Contractor to provide liability insurance SAMPLE CONTRACT 19 | P a g e coverage to any Insured Party for claims asserted against such Insured Party for its sole negligence. (ii) Primary Insurance Requirement. The Contractor’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self- insurance maintained by the Insured Parties shall be in excess of the Contractor’s insurance and shall not contribute with it. (iii) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. (iv) Separate Coverage. Coverage shall state that the Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to limits of insurance provided. (v) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) Subrogation. The insurer shall agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (b) Workers’ Compensation Coverage: The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, or canceled except after thirty (30) calendar days prior written notice (or 10 calendar days if due to non-payment) has been given to the City. The City reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law. (ii) Starting and Ending Dates. Policies shall have concurrent SAMPLE CONTRACT 20 | P a g e starting and ending dates. (iii) Incorporation of Indemnification Obligations. Policies shall include an endorsement incorporating the indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(O) of this Agreement. (5) Acceptability of Insurers: The insurance to be maintained by Contractor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance shall be placed with insurer(s) with an A.M. Best Policyholder’s rating of no less than “A-” and with a financial rate of Class VII or greater. The Contractor shall be responsible for any delay resulting from the failure of its insurer to provide proof of coverage in the proscribed form. (6) Verification of Coverage: Contractor shall furnish to the City for City approval certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement prior to the start of work. Without limiting the general scope of this requirement, Contractor is specifically required to provide an endorsement naming the City as an additional insured when required. The certificates of insurance and endorsements for each insurance policy are to be on a form utilized by Contractor’s insurer in its normal course of business and are to be signed by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. The City reserves the right to require complete, certified copies of all required insurance policies at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage. (7) Subcontractors: Contractor shall either (1) ensure that its insurance policies (as described herein) cover all subcontractors and the Work performed by such subcontractors or (2) ensure that any subcontractor secures separate policies covering that subcontractor and its Work. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds. (8) Claims-Made Policies: Contractor shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later, and have an effective date which is on or prior to the Effective Date. (9) Progress Payments: The making of progress payments to the Contractor shall not be construed as relieving the Contractor or its subcontractor or SAMPLE CONTRACT 21 | P a g e insurance carriers from providing the coverage required in this Agreement. Q. Bonds. In public works construction contracts valued at more than one hundred thousand dollars ($100,000.00) or road construction/maintenance contracts valued at five thousand dollars ($5,000.00) or more, or in any other instance where the City has elected to include such bond requirements as exhibits to this Agreement, the Contractor shall provide Performance and Payment bonds on the forms attached hereto as “Exhibits D.1 and D.2” and with a surety licensed to do business in Georgia and listed on the Treasury Department’s most current list (Circular 570 as amended). Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under this Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. R. Assignment of Agreement. The Contractor covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the City shall have no obligation to them. S. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit. Pursuant to O.C.G.A. § 13-10-91, the City shall not enter into a contract for the physical performance of services unless: (1) the Contractor shall provide evidence on City-provided forms, attached hereto as “Exhibits G.1 and G.2” (affidavits regarding compliance with the E-Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is an individual licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in “Exhibit G.1”, and submitted such affidavit to City or provided the City with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. SAMPLE CONTRACT 22 | P a g e In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13- 10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as “Exhibit G.2”, which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10- 91, the City Manager or his/her designee shall be authorized to conduct an inspection of the Contractor’s and Contractor’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor’s subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee-number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] [DESIGNATE/MARK APPROPRIATE CATEGORY] ____ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s’) SAMPLE CONTRACT 23 | P a g e indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law and shall be construed to be in conformity with those laws. T. Records, Reports and Audits. (1) Records: (a) Books, records, documents, account legers, data bases, and similar materials relating to the Work performed for the City under this Agreement (“Records”) shall be established and maintained by the Contractor in accordance with applicable law and requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to Contractor by City under this Agreement. Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all Records in the form requested by the City. All Records stored on a computer database must be of a format compatible with the City’s computer systems and software. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, Contractor shall make available to the City or City’s representative(s) for examination all Records. The Contractor will permit the City or City’s representative(s) to audit, examine, and make excerpts or transcripts from such Records. Contractor shall provide proper facilities for City or City’s representative(s) to access and inspect the Records, or, at the request of the City, shall make the Records available for inspection at the City’s office. Further, Contractor shall permit the City or City’s representative(s) to observe and inspect any or all of Contractor’s facilities and activities during normal hours of business for the purpose of evaluating Contractor’s compliance with the terms of this SAMPLE CONTRACT 24 | P a g e Agreement. In such instances, the City or City’s representative(s) shall not interfere with or disrupt such activities. U. Confidentiality. Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, contractors, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions, or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Contractor acknowledges that the City’s disclosure of documentation is governed by Georgia’s Open Records Act, and Contractor further acknowledges that, if Contractor submits records containing trade secret information and if Contractor wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. V. Licenses, Certifications and Permits. The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits, or the like required of the Contractor by any and all national, state, regional, county or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement; provided that some permits or licenses related to the Project may be obtained as part of the Work and shall be obtained as required. The Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, which are customarily secured after execution of the Agreement and which are legally required. Contractor shall furnish copies of such permits, licenses, etc. to the City within ten (10) days after issuance. W. Key Personnel. All of the individuals identified in “Exhibit J”, attached hereto, are necessary for the successful completion of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the Project team, as listed in “Exhibit J”, without written approval of the City. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the Work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this paragraph shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination. SAMPLE CONTRACT 25 | P a g e X. Authority to Contract. The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. Y. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by the Contractor (“Materials”) shall be the property of the City, and the City shall be entitled to full access and copies of all Materials in the form prescribed by the City. Any Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the City whether or not the Project or Work is commenced or completed, provided, however, that Contractor may retain a copy of any deliverables for its records. The Contractor assumes all risk of loss, damage or destruction of or to Materials. If any Materials are lost, damaged, or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the City, and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. Z. 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, the Contractor agrees that, during performance of this Agreement, Contractor, 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, Contractor 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. Section 8. Covenants of the City A. Right of Entry. The City shall provide for right of entry for Contractor and Contractor’s equipment as required for Contractor to complete the Work; provided that Contractor shall not unreasonably encumber the Project site(s) with materials or equipment. B. City’s Representative. ________________________________ [INSERT CITY’S REPRESENTATIVE] shall be authorized to act on the City’s behalf with respect to the Work as the City’s designated representative on this Project; provided that any changes to the Work or the terms of this Agreement must be approved as provided in Section 6 above. SAMPLE CONTRACT 26 | P a g e Section 9. Final Project Documents; Warranty A. Final Project Documents. Prior to final payment, Contractor shall deliver to City a written assignment of all warranties, guaranties, certificates, permits, and other documents, including without limitation, all contractors’ and manufacturers’ warranties. At such time, Contractor shall also deliver to the City copies of all as - built drawings, operations, and maintenance manuals, and any other pertinent documents relating to the construction and operation of the Work that is not otherwise in the possession of the City. B. Warranty. The Contractor warrants to the City and the Contract Administrator that materials and equipment furnished under the Agreement will be of good quality and new, unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. This warranty excludes remedy for damage or defect caused by abuse by the City or modifications to the Work not executed by the Contractor or an employee/subcontractor/sub-subcontractor thereof. Except as may be otherwise specified or agreed, the Contractor shall repair or replace all defects in materials, equipment, or workmanship appearing within ______ year(s) [INSERT WARRANTY PERIOD] (the “Warranty Period”) from the date of Final Completion (as defined in “Exhibit I”, attached hereto and incorporated herein by reference) at no additional cost to the City. Further, Contractor shall provide all maintenance services, including parts and labor, for ______ year(s) [INSERT MAINTENANCE PERIOD] (the “Maintenance Period”) from the date of Final Completion at no additional cost to the City. An inspection shall be conducted by the City or its representative(s) near the completion of the respective Warranty Period/Maintenance Period to identify any issues that must be resolved by the Contractor. After the expiration of the Maintenance Period, City shall be responsible for repairing issues resulting from normal wear and tear and shall be responsible for general maintenance of the equipment; however, expiration of any Warranty Period or Maintenance Period shall not affect the Contractor’s continued liability under an implied warranty of merchantability and fitness. All warranties implied by law, including fitness for a particular purpose and suitability, are hereby preserved and shall apply in full force and effect beyond any Warranty Period or Maintenance Period. City may purchase additional maintenance services from the Contractor upon a written proposal for such services being executed by authorized representatives of both Parties, and upon execution, such proposal for additional services shall be incorporated herein by this reference. Section 10. Termination SAMPLE CONTRACT 27 | P a g e A. For Convenience. The City may terminate this Agreement for convenience at any time upon providing written notice thereof to Contractor at least seven (7) calendar days in advance of the termination date. B. For Cause. The Contractor shall have no right to terminate this Agreement prior to completion of the Work, except in the event of City’s failure to pay the Contractor within thirty (30) calendar days of Contractor providing the City with notice of a delinquent payment and an opportunity to cure. The City may terminate this Agreement for cause as provided in Section 11 of this Agreement. The City shall give Contractor at least seven (7) calendar days’ written notice of its intent to terminate the Agreement for cause and the reasons therefor, and if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. The City shall then make alternative arrangements for completion of the Project. C. Statutory Termination. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed terminated as provided in Section 4(A) of this Agreement. Further, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of the City. D. Payment. Provided that no damages are due to the City for Contractor ’s failure to perform in accordance with this Agreement, and except as otherwise provided herein, the City shall, upon termination for convenience or statutory termination, pay Contractor for Work performed prior to the date of termination in accordance with Section 5 herein. The City shall have no further liability to Contractor for such termination. At its sole discretion, the City may pay Contractor for additional value received as a result of Contractor’s efforts, but in no case shall said payment exceed any remaining unpaid portion of the Maximum Contract Price. If this Agreement is terminated for cause, the City will make no further payment to the Contractor or its Surety until the Project is completed and all costs of completing the Project are paid. If the unpaid balance of the amount due the Contractor, according to this Agreement, exceeds the cost of finishing the Project, City shall provide payment to the Contractor (or its Surety) for services rendered and expenses incurred prior to the termination date, provided that such payment shall not exceed the unpaid balance of the amount otherwise payable under this Agreement minus the cost of completing the Project. If the costs of completing the Project exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. E. Assumption of Contracts. The City reserves the right in termination for cause to take assignment of all contracts between the Contractor and its subcontractors, vendors, and suppliers. The City will promptly notify the Contractor of the contracts the City elects to assume. Upon receipt of such notice, the Contractor shall promptly take all steps necessary to effect such assignment. SAMPLE CONTRACT 28 | P a g e F. Conversion to Termination for Convenience. If the City terminates this Agreement for cause and it is later determined that the City did not have grounds to do so, the termination will be converted to and treated as a termination for convenience under the terms of Section 10(A) above. G. Requirements Upon Termination. Upon termination, the Contractor shall: (1) promptly discontinue all services, cancel as many outstanding obligations as possible if requested to do so by the City, and not incur any new obligations, unless the City directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. H. Reservation of Rights and Remedies. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11. City’s Rights; Contractor Default A. City Rights Related to the Work. (i) City’s Right to Stop the Work. If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, as required by the Contract Administrator, or persistently fails to carry out Work in accordance with the Contract Documents, the City may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the City to stop the Work shall not give rise to a duty on the part of the City to exercise this right for the benefit of the Contractor or any other person or entity. Such a stoppage of Work shall not extend the Expected Date of Final Completion of the Work. (ii) City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) calendar day period after receipt of written notice from the City to commence and/or continue correction of such default or neglect with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including City’s expenses and compensation for the Architect/Engineer’s and/or Contract Administrator’s additional services (if any) made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the City. B. Contractor Default. For the purposes of this Agreement, Contractor shall be in default SAMPLE CONTRACT 29 | P a g e if any of the following occur during the Term of this Agreement: (a) a failure to fulfill in a timely and proper manner Contractor’s obligations under this Agreement; (b) Contractor violates any of the material provisions, agreements, representations or covenants of this Agreement or any applicable city, state, or federal laws, which do not fall within the force majeure provisions of this Agreement; (c) the Contractor becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or files a bankruptcy petition under the United States Bankruptcy Code; or (d) Contractor is the subject of a judgment or order for payment of money, which judgment or order exceeds $100,000 and is no longer subject to appeal or, in the opinion of the City, would be fruitless to appeal and where (i) such judgment or order shall continue un-discharged or unpaid for a period of thirty (30) calendar days, (ii) an insurer acceptable to the City has not acknowledged that such judgment or order is fully covered by a relevant policy of insurance, or (iii) the City is otherwise reasonably satisfied that such judgment or order is not likely to be satisfied or complied with within sixty (60) calendar days of its issuance. In the event of Contractor’s default under this Agreement, the City shall send written notice to the Contractor setting forth the specific instances of the default and providing the Contractor with at least seven (7) calendar days to cure or otherwise remedy the default to the reasonable satisfaction of the City. If the default is not remedied during the stated cure period, then the City may, at its election: (a) in writing terminate the Agreement in whole or in part; (b) cure such default itself and charge the Contractor for the costs of curing the default against any sums due or which become due to the Contractor under this Agreement; and/or (c) pursue any other remedy then available, at law or in equity, to the City for such default. Section 12. Construction Administration If a Contract Administrator other than the City has been hired in relation to the Project, the Contract Administrator’s administration of the construction of the Project shall be as described in “Exhibit K”, attached hereto. The Contractor agrees to the construction administration provisions contained in “Exhibit K.” Section 13. Miscellaneous A. Complete Agreement. This Agreement, including all of the Contract Documents, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement not contained in this Agreement or the Contract Documents shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. B. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. If SAMPLE CONTRACT 30 | P a g e any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia or the U.S. District Court for the Northern District of Georgia – Atlanta Division, and Contractor submits to the jurisdiction and venue of such court. C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. D. Invalidity of Provisions; Severability. Should any article(s) or section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions that may for any reason be hereafter declared invalid. E. Business License. Prior to commencement of the Work to be provided hereunder, Contractor shall apply to the City for a business license, pay the applicable business license fee, and maintain said business license during the Term of this Agreement, unless Contractor provides evidence that no such license is required. F. Notices. (1) Communications Relating to Day-to-Day Activities. All communications relating to the day-to-day activities of the Work shall be exchanged between _________________ [INSERT CONTACT NAME] for the City and ___________________ [INSERT CONTACT NAME] for the Contractor. (2) Official Notices. All other notices, requests, demands, writings, or correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when (1) personally delivered, or (2) on the third calendar day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the addresses given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith: NOTICE TO CITY shall be sent to: SAMPLE CONTRACT 31 | P a g e City of Milton Attn: City Manager 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO CONTRACTOR shall be sent to: ______________________ ______________________ ______________________ G. Waiver of Agreement. No failure by the City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the City’s right to demand exact and strict compliance by Contractor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. H. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranties, and insurance maintenance requirements. I. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City’s sovereign immunity or any individual’s qualified good faith or official immunities. J. No Personal Liability. Nothing herein shall be construed as creating any individual or personal liability on the part of any of City’s elected or appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys or volunteers. No such individual shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor’s performance of services under this Agreement shall not subject Contractor’s individual employees, officers, or directors to any personal liability, except where Contractor is a sole proprietor. The Parties agree that their sole and exclusive remedy, claim, demand, or suit shall be directed and/or asserted only against Contractor or the City, respectively, and not against any elected or appointed official, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers. K. Force Majeure. Neither the City nor Contractor shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with SAMPLE CONTRACT 32 | P a g e respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion, or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact. L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent th ereof, or of this Agreement, or in any way affect this Agreement. M. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. N. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, each Party binds itself, its partners, successors, assigns, and legal representatives to the other Party hereto, its partners, successors, assigns, and legal representatives with respect to all covenants, agreements, and obligations contained in the Contract Documents. O. Agreement Construction and Interpretation. Contractor represents that it has reviewed and become familiar with this Agreement and has notified the City of any discrepancies, conflicts or errors in the Contract Documents. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the interest of brevity, the Contract Documents may omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. P. Material Condition. Each term of this Agreement is material, and Contractor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to the City at law or in equity. Q. Use of Singular and Plural. Words or terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires contrary meaning. SAMPLE CONTRACT 33 | P a g e IN WITNESS WHEREOF, the City and the Contractor have executed this Agreement effective as of the Effective Date first above written. [SIGNATURES ON FOLLOWING PAGE] SAMPLE CONTRACT 34 | P a g e CONTRACTOR: ____________________ [INSERT CONTACTOR NAME] By: ________________________________________ Print Name: _________________________________ Its: [CIRCLE ONE] President/Vice President (Corporation) General Partner (Partnership/Limited Partnership) Member/Manager (LLC) Owner (Sole Proprietorship/Individual) [CORPORATE SEAL] (required if corporation) Attest/Witness: ____________________________________________ Print Name: ___________________________________ Its: ______________________________________ ((Assistant) Corporate Secretary if corporation) CITY OF MILTON, GEORGIA By: ___________________________________ Joe Lockwood, Mayor [CITY SEAL] Attest: ____________________________________ Print Name:__________________________ Its: City Clerk Approved as to form: ____________________________________ City Attorney SAMPLE CONTRACT 35 | P a g e “EXHIBIT A” [INSERT REQUEST FOR _____________ (PROPOSALS/BIDS)] SAMPLE CONTRACT 36 | P a g e “EXHIBIT B” [INSERT _____________ (PROPOSAL/BID) DOCUMENTS FROM CONTRACTOR] SAMPLE CONTRACT 37 | P a g e “EXHIBIT C” [INSERT SCOPE OF WORK – May reference agreed upon Scope of Work from “Exhibit A” or “Exhibit B” or insert new negotiated/agreed upon Scope of Work] SAMPLE CONTRACT 38 | P a g e “EXHIBITS D.1 AND D.2” [Exhibits D.1 and D.2 must be required and attached to this Agreement: (1) For any public works construction contract valued at more than one hundred thousand dollars ($100,000.00), or (2) For any road construction contract valued at five thousand dollars ($5,000.00) or more, or (3) In any other instance where the City has elected to include such bond requirements in that particular Agreement.] SAMPLE CONTRACT 39 | P a g e “EXHIBIT D.1” PERFORMANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT ___________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and _____________________ (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of the City, in the sum of _____________________________ Dollars ($________.__), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as _______________________________________________ (hereinafter referred to as “the PROJECT”), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”),. NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and alterations thereto that may hereafter be made, and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, SAMPLE CONTRACT 40 | P a g e including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions, and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto, and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach or default of the Contract: a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) calendar days after written notice from the City to the Contractor’s Surety; and b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor’s Surety hereby waives notice of any and all modifications, omissions, additions, changes, and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys-in-fact, as set forth below. SAMPLE CONTRACT 41 | P a g e CONTRACTOR (“Principal”): ___________________________ By: __________________________ (signature) __________________________ (print) Title: ___________________________ (SEAL) Attest: Date: ___________________________ _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ CONTRACTOR’S SURETY: _________________________ By: __________________________ (signature) __________________________ (print) Title: __________________________ (SEAL) Attest: Date: __________________________ _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) SAMPLE CONTRACT 42 | P a g e “EXHIBIT D.2” PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT __________________________ (as CONTRACTOR, hereinafter referred to as the “Principal”), and _______________________ (as SURETY COMPANY, hereinafter referred to as the “CONTRACTOR’S SURETY”), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, in the sum of _____________________________ Dollars ($_______.__), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as _____________________________________________ (hereinafter referred to as “the PROJECT”), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the “CONTRACT”). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services, and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A “Claimant” shall be defined herein as any Subcontractor, person, Party, partnership, corporation, or other entity furnishing labor, services, or materials used or reasonably required for SAMPLE CONTRACT 43 | P a g e use in the performance of the Contract, without regard to whether such labor, services, or materials were sold, leased, or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any Subcontractor performing Work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a Lien against the property of the City affected by the Contract, the Contractor’s Surety shall either settle or resolve the Claim and shall remove any such Lien by bond or otherwise as provided in the Contract. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers, as set forth below. [SIGNATURES ON FOLLOWING PAGE] SAMPLE CONTRACT 44 | P a g e CONTRACTOR: ______________________________ By: __________________________ (signature) __________________________ (printed) Title: __________________________ (SEAL) Date: __________________________ Attest: ______________________ (signature) ______________________ (printed) Title: _________________ Date:__________________ CONTRACTOR’S SURETY: _________________________ By: _________________________ (signature) _________________________ (printed) Title: _________________________ (SEAL) Date: __________________________ Attest: _____________________ (signature) _____________________ (printed) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) SAMPLE CONTRACT 45 | P a g e “EXHIBIT E” NONCOLLUSION AFFIDAVIT OF PRIME _______________ (PROPOSER/BIDDER) STATE OF _________________ COUNTY OF _______________ ________________________________________, being first duly sworn, deposes and says that: (1) He is ___________________________(Owner, Partner, Officer, Representative, or Agent) of _________________________ (the “_______________” (Proposer/Bidder)) that has submitted the attached ________ (Proposal/Bid); (2) He is fully informed respecting the preparation and contents of the attached __________ (Proposal/Bid) and of all pertinent circumstances respecting such __________ (Proposal/Bid); (3) Such __________ (Proposal/Bid) is genuine and is not a collusive of sham __________ (Proposal/Bid); (4) Neither the said _________ (Proposer/Bidder) nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, included in this affidavit, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other _________ (Proposer/Bidder), firm or person to submit a collusive or sham __________ (Proposal/Bid) in connection with the Contract for which the attached _________ (Proposal/Bid) has been submitted or to refrain from ___________ (proposing/bidding) in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other _______________ (Proposer/Bidder), firm or person to fix the price or prices in the attached ___________ (Proposal/Bid) or of any other __________ (Proposer/Bidder), or to fix any overhead, profit or cost element of the _____________ (Proposal/Bid) price of any other __________________ (Proposer/Bidder) or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against the City of Milton or any person interested in the proposed Contract; and, (5) The price or prices quoted in the attached __________ (Proposal/Bid) are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the ___________ (Proposer/Bidder) or any of its agents, representatives, owners, employees, or parties in interest, including this Affiant. (6) __________ (Proposer/Bidder) has not directly or indirectly violated any law, ordinance or regulation related to the ____________ (Proposal/Bid). _______________________________________ Signature of Authorized Officer or Agent _______________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _______ DAY OF _________, 20___. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ SAMPLE CONTRACT 46 | P a g e “EXHIBIT F” FINAL AFFIDAVIT STATE OF __________________ COUNTY OF ________________ TO CITY OF MILTON, GEORGIA I, _______________________________, hereby certify that all suppliers of materials, equipment and service, subcontractors, mechanics, and laborers employed by ______________________ or any of its subcontractors in connection with the construction of __________________________ for City of Milton, Georgia have been paid and satisfied in full as of ______________, 20_____, and that there are no outstanding obligations or claims of any kind for the payment of which City of Milton, Georgia on the above named project might be liable, or subject to, in any lawful proceeding at law or in equity. ______________________________ Signature ______________________________ Title Personally appeared before me this ____ day of ________, 20____._______________________, who under oath deposes and says that he is ______________________________ of the firm of ___________________________________, that he has read the above statement, and that to the best of his knowledge and belief same is an exact true statement. ______________________________ Notary Public [NOTARY SEAL] My Commission Expires ______________________________ SAMPLE CONTRACT 47 | P a g e “EXHIBIT G.1” STATE OF ____________________ COUNTY OF __________________ CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _______________________________________ Federal Work Authorization User Identification Number _______________________________________ Date of Authorization _______________________________________ Name of Contractor _______________________________________ Name of Project _City of Milton, Georgia___________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______ ___, 20___ in __________ (city), __________ (state). _______________________________________ Signature of Authorized Officer or Agent _______________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _______ DAY OF _________, 20___. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ SAMPLE CONTRACT 48 | P a g e “EXHIBIT G.2” SUBCONTRACTOR AFFIDAVIT STATE OF ___________________ COUNTY OF _______________ By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13 -10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with _______________________ (name of contractor) on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13 -10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub-subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Subcontractor _________________________________ Name of Project City of Milton, Georgia________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______ ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _______________________________ SAMPLE CONTRACT 49 | P a g e “EXHIBIT H” [REFERENCE APPLICABLE PLANS, DRAWINGS, AND SPECIFICATIONS FROM “EXHIBIT A” OR “EXHIBIT B” OR INSERT APPLICABLE PLANS, DRAWINGS AND SPECIFICATIONS HERE] SAMPLE CONTRACT 50 | P a g e “EXHIBIT I” [INSERT APPROPRIATE ADDITIONAL PAYMENT TERMS DEPENDING UPON PROJECT DESCRIPTION] SAMPLE CONTRACT 51 | P a g e ADDITIONAL PAYMENT TERMS [INSERT LANGUAGE BELOW FOR PROJECT (1) VALUED AT MORE THAN $150,000.00 OR (2) LONGER THAN 45 DAYS IN DURATION – OTHER THAN A WATER AND SEWER CONSTRUCTION CONTRACT] A. Defined Terms. Terms used in this Agreement shall have their ordinary meaning, unless otherwise defined below or elsewhere in the Contract Documents. (i) “Substantial Completion” means when the Work or designated portion thereof is complete in accordance with the Contract Documents so that any remaining Work includes only (1) Minor Items that can be completed or corrected within the following thirty (30) calendar days, (2) Permitted Incomplete Work that will be completed by the date agreed upon by the Parties, and (3) any Warranty Work. Substantial Completion shall require complete operation of all applicable building systems including, but not limited to, mechanical, electrical, plumbing, fire protection, fire alarm, telecom, data, security, elevators, life safety, and accessibility (if any). (ii) “Minor Item” means a portion or element of the Work that can be totally complete within thirty (30) calendar days. (iii) “Permitted Incomplete Work” means Work that is incomplete through no fault of the Contractor, as determined by the City in its sole discretion. (iv) “Final Completion” means when the Work has been completed in accordance with terms and conditions of the Contract Documents. B. Payment for Work Completed and Costs Incurred. City agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the Contract Administrator and the City that the Work was actually performed and costs actually incurred in accordance with this Agreement. Payment shall be based on the value of the Work completed, as provided in the Contract Documents, plus the value of materials and equipment suitably stored, insured, and protected at the construction site, and, only if approved in writing by the City (which approval shall be given at the sole discretion of the City), such materials and equipment suitably stored, insured, and protected off site at a location approved by the City in writing, less retainage (as described below). Compensation for Work performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed and costs incurred, along with all supporting documents required by the Contract Documents or requested by the City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon final payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. The City shall pay the Contractor within thirty (30) calendar days after approval of the SAMPLE CONTRACT 52 | P a g e invoice by City staff, less any retainage as described in Section D below. No payments will be made for unauthorized work. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. C. Evaluation of Payment Requests. The Contract Administrator will evaluate the Contractor’s applications for payment and will either issue to the City a Certificate for Payment (with a copy of the Contractor’s application for payment) for such amount as the Contract Administrator determines is properly due, or notify the Contractor and City in writing of the Contract Administrator’s reasons for withholding certification in whole or in part. The Contract Administrator may reject Work that does not conform to the Contract Documents and may withhold a Certificate of Payment in whole or in part, to the extent reasonably necessary to protect the City. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. Even following a Certificate of Payment, the City shall have the right to refuse payment of any invoice or part thereof that is not properly supported, or where requests for payment for Work or costs are in excess of the actual Work performed or costs incurred, or where the Work product provided is unacceptable or not in conformity with the Contract Documents, as determined by the City in its sole discretion. The Ci ty shall pay each such invoice or portion thereof as approved, provided that neither the approval or payment of any such invoice, nor partial or entire use or occupancy of the Project by the City, shall be considered to be evidence of performance by the Contractor to the point indicated by such invoice, or of receipt or acceptance by the City of Work covered by such invoice, where such work is not in accordance with the Contract Documents. D. Final Payment and Retainage. The City and Contractor shall comply with the provisions of O.C.G.A. § 13-10-80. The Contractor through each invoice may request payment of no more than ninety percent (90%) of that portion of the Work completed during the term covered by such invoice until fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City. Payment for the remaining ten percent (10%) of Work completed and covered by such invoices shall be retained by the City until Substantial Completion. Once fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City, no additional retainage shall be withheld, except as provided below. All amounts retained by the City shall be held as a lump sum until Substantial Completion of the Work, regardless of earlier completion of individual component(s) of the Work; provided, however, that, at the discretion of the City and with the written approval of the Contractor, the retainage of each subcontractor may be released separately as the subcontractor completes his or her work. If, after discontinuing the retention, the City determines that the Work is uns atisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the City, the Contractor and subcontractors shall be entitled to resume SAMPLE CONTRACT 53 | P a g e withholding retainage accordingly. At Substantial Completion of the Work and as the Contract Administrator determines the Work to be reasonably satisfactory, the City shall, within 30 days after the invoice and other appropriate documentation as may be required by the Contract Documents are provided to the City, pay the retainage to the Contractor. If at that time there are any remaining incomplete Minor Items or Permitted Incomplete Work, an amount equal to 200 percent of the value of each Minor Item or Permitted Incomplete Work, as determined by the Contract Administrator in its sole discretion, shall be withheld until such item, items or work are completed. The reduced retainage shall be shared by the Contractor and subcontractors as their interests may appear. The Contractor shall, within ten (10) days from its receipt of retainage from the City, pass through payments to subcontractors and shall reduce each subcontractor’s retainage in the same manner as the Contractor’s retainage is reduced by the City; provided, however, that the value of each subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the subcontractor is proceeding satisfactorily and the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the Contractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. The subcontractor shall, within ten (10) days from the subcontractor’s receipt of retainage from the Contractor, pass through payments to lower tier subcontractors and shall reduce each lower tier subcontractor’s retainage in the same manner as the subcontractor’s retainage is reduced by the Contractor; provided, however, that the value of each lower tier subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the lower tier subcontractor is proceeding satisfactorily and the lower tier subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the subcontractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. Final payment of any retained amounts to the Contractor shall be made after certification by the Contract Administrator that the Work has been satisfactorily completed and is accepted in accordance with the Agreement and Contract Documents. Neither final payment nor any remaining retainage shall become due until the Contractor submits to the Contract Administrator (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or City property might be responsible or encumbered (less amounts withheld by City) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance, required by the Contract Documents to remain in force after final payment, is currently in effect and will not be canceled or allowed to expire until at least thirty (30) calendar days prior written notice has been given to the City; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by SAMPLE CONTRACT 54 | P a g e the Contract Documents, (4) consent of surety, if any, to final payment, (5) a release or waiver of liens, claims, security interests, and encumbrances by all subcontractors and material suppliers, and (6), if required by the City, other data establishing payment or satisfaction of obligations, such as receipts, to the extent and in such form as may be designated by the City. If a subcontractor or material supplier refuses to furnish a release or waiver as required by the City, the Contractor may furnish a bond satisfactory to the City to indemnify the City against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the City all money that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys’ fees. Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of claims by that payee, except those claims previously made in writing and identified by that payee as unsettled at the time of final application for payment. SAMPLE CONTRACT 55 | P a g e ADDITIONAL PAYMENT TERMS [INSERT LANGUAGE BELOW FOR ANY PROJECT RELATING TO THE INSTALLATION, EXTENSION, IMPROVEMENT, MAINTENANCE OR REPAIR OF ANY WATER OR SEWER FACILITY AND INVOLVING RETAINAGE] A. Defined Terms. Terms used in this Agreement shall have their ordinary meaning, unless otherwise defined below or elsewhere in the Contract Documents. (i) “Substantial Completion” means when the Work or designated portion thereof is complete in accordance with the Contract Documents so that any remaining Work includes only (1) Minor Items that can be completed or corrected within the following thirty (30) calendar days, (2) Permitted Incomplete Work that will be completed by the date agreed upon by the Parties, and (3) any Warranty Work. Substantial Completion shall require complete operation of all applicable building systems including, but not limited to, mechanical, electrical, plumbing, fire protection, fire alarm, telecom, data, security, elevators, life safety, and accessibility (if any). (ii) “Minor Item” means a portion or element of the Work that can be totally complete within thirty (30) calendar days. (iii) “Permitted Incomplete Work” means Work that is incomplete through no fault of the Contractor, as determined by the City in its sole discretion. (iv) “Final Completion” means when the Work has been completed in accordance with terms and conditions of the Contract Documents. B. Payment for Work Completed and Costs Incurred. City agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the Contract Administrator and the City that the Work was actually performed and costs actually incurred in accordance with this Agreement. Payment shall be based on the value of the Work completed, as provided in the Contract Documents, plus the value of materials and equipment suitably stored, insured, and protected at the construction site, and, only if approved in writing by the City (which approval shall be given at the sole discretion of the City), such materials and equipment suitably stored, insured, and protected off site at a location approved by the City in writing, less retainage (as described below). Compensation for Work performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed and costs incurred, along with all supporting documents required by the Contract Documents or requested by the City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. SAMPLE CONTRACT 56 | P a g e The City shall pay the Contractor within thirty (30) calendar days after approval of the invoice by City staff, less any retainage as described in Section D below. No payments will be made for unauthorized work. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. C. Evaluation of Payment Requests. The Contract Administrator will evaluate the Contractor’s applications for payment and will either issue to the City a Certificate for Payment (with a copy of the Contractor’s application for payment) for such amount as the Contract Administrator determines is properly due, or notify the Contractor and City in writing of the Contract Administrator’s reasons for withholding certification in whole or in part. The Contract Administrator may reject Work that does not conform to the Contract Documents and may withhold a Certificate of Payment in whole or in part, to the extent reasonably necessary to protect the City. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. Even following a Certificate of Payment, the City shall have the right to refuse payment of any invoice or part thereof that is not properly supported, or where requests for payment for Work or costs are in excess of the actual Work performed or costs incurred, or where the Work product provided is unacceptable or not in conformity with the Contract Documents, as determined by the City in its sole discretion. The City shall pay each such invoice or portion thereof as approved, provided that neither the approval or payment of any such invoice, nor partial or entire use or occupancy of the Project by the City, shall be considered to be evidence of performance by the Contractor to the point indicated by such invoice, or of receipt or acceptance by the City of Work covered by such invoice, where such work is not in accordance with the Contract Documents. D. Final Payment and Retainage. The City and Contractor shall comply with the provisions of O.C.G.A. § 13-10-81. The Contractor through each invoice may request payment of no more than ninety percent (90%) of the gross value of the Work completed during the term covered by such invoice until fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City. Payment for the remaining ten percent (10%) of Work completed and covered by such invoices shall be retained by the City until Substantial Completion. Once fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City, no additional retainage shall be withheld, except as provided below. All amounts retained by the City shall be held as a lump sum until Substantial Completion of the Work, regardless of earlier completion of individual component(s) of the Work; provided, however, that, at the discretion of the City and with the written approval of the Contractor, the retainage of each subcontractor may be released separately as the subcontractor completes his or her work. Retainage shall be invested at the current market rate, and any interest earned on the retained amount by the City shall be paid to the Contractor when the Project has been completed within the time limits specified and within the Maximum Contract Price (as amended). SAMPLE CONTRACT 57 | P a g e If, after discontinuing the retention, the City determines that the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the City, the Contractor and subcontractors shall be entitled to resume withholding retainage accordingly. At Substantial Completion of the Work and as the Contract Administrator determines the Work to be reasonably satisfactory, the City shall, within 30 days after the invoice and other appropriate documentation as may be required by the Contract Documents are provided to the City, pay the retainage to the Contractor. If at that time there are any remaining incomplete Minor Items or Permitted Incomplete Work, an amount equal to 200 percent of the value of each Minor Item or Permitted Incomplete Work, as determined by the Contract Administrator in its sole discretion, shall be withheld until such item, items or work are completed. The reduced retainage shall be shared by the Contractor and subcontractors as their interests may appear. The Contractor shall, within ten (10) days from its receipt of retainage from the City, pass through payments to subcontractors and shall reduce each subcontractor’s retainage in the same manner as the Contractor’s retainage is reduced by the City; provided, however, that the value of each subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the subcontractor is proceeding satisfactorily and the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the Contractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. The subcontractor shall, within ten (10) days from the subcontractor’s receipt of retainage from the Contractor, pass through payments to lower tier subcontractors and shall reduce each lower tier subcontractor’s retainage in the same manner as the subcontractor’s retainage is reduced by the Contractor; provided, however, that the value of each lower tier subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the lower tier subcontractor is proceeding satisfactorily and the lower tier subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the subcontractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. Final payment of any retained amounts to the Contractor shall be made after certification by the Contract Administrator that the Work has been satisfactorily completed and is accepted in accordance with the Agreement and Contract Documents. Payment to the Contractor of interest earned on the retained amounts shall be made after certification by the Contract Administrator that the Work has been completed within the time specified and within the Maximum Contract Price. Neither final payment nor any remaining retainage shall become due until the Contractor submits to the Contract Administrator (1) an affidavit that payrolls, bills for materials and SAMPLE CONTRACT 58 | P a g e equipment, and other indebtedness connected with the Work for which the City or City property might be responsible or encumbered (less amounts withheld by City) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance, required by the Contract Documents to remain in force after final payment, is currently in effect and will not be canceled or allowed to expire until at least 30 calendar days prior written notice has been given to the City; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) a release or waiver of liens, claims, security interests, and encumbrances by all subcontractors and material suppliers, and (6), if required by the City, other data establishing payment or satisfaction of obligations, such as receipts, to the extent and in such form as may be designated by the City. If a subcontractor or material supplier refuses to furnish a release or waiver as required by the City, the Contractor may furnish a bond satisfactory to the City to indemnify the City against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the City all money that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys’ fees. Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of claims by that payee, except those claims previously made in writing and identified by that payee as unsettled at the time of final application for payment. SAMPLE CONTRACT 59 | P a g e ADDITIONAL PAYMENT TERMS [INSERT LANGUAGE BELOW FOR ANY PROJECT VALUED AT BETWEEN $10,000.01 AND $150,000.00 AND WITH A DURATION OF 45 DAYS OR LESS – OTHER THAN A WATER AND SEWER CONSTRUCTION CONTRACT] A. Defined Terms. Terms used in this Agreement shall have their ordinary meaning, unless otherwise defined below or elsewhere in the Contract Documents. (i) “Final Completion” means when the Work has been completed in accordance with terms and conditions of the Contract Documents. B. Payment for Work Completed and Costs Incurred. City agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the Contract Administrator and the City that the Work was actually performed and costs actually incurred in accordance with this Agreement. Compensation for Work performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed and costs incurred, along with all supporting documents required by the Contract Documents or requested by the City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon Final Payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. The City shall pay the Contractor within thirty (30) calendar days after approval of the invoice by City staff, less any retainage as described in Section D below. No payments will be made for unauthorized work. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. C. Evaluation of Payment Requests. The Contract Administrator will evaluate the Contractor’s applications for payment and will either issue to the City a Certificate for Payment (with a copy of the Contractor’s application for payment) for such amount as the Contract Administrator determines is properly due, or notify the Contractor and City in writing of the Contract Administrator’s reasons for withholding certification in whole or in part. The Contract Administrator may reject Work that does not conform to the Contract Documents and may withhold a Certificate of Payment in whole or in part, to the extent reasonably necessary to protect the City. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. Even following a Certificate of Payment, the City shall have the right to refuse payment of any invoice or part thereof that is not properly supported, or where requests for payment for Work or costs are in excess of the actual Work performed SAMPLE CONTRACT 60 | P a g e or costs incurred, or where the Work product provided is unacceptable or not in conformity with the Contract Documents, as determined by the City in its sole discretion. The City shall pay each such invoice or portion thereof as approved, provided that neither the approval or payment of any such invoice, nor partial or entire use or occupancy of the Project by the City, shall be considered to be evidence of performance by the Contractor to the point indicated by such invoice, or of receipt or acceptance by the City of Work covered by such invoice, where such work is not in accordance with the Contract Documents. D. Final Payment and Retainage. The Contractor through each invoice (except the final invoice) may request payment for no more than ninety percent (90%) of that portion of the Work completed during the term covered by each invoice as agreed upon by the Contract Administrator or the City. All amounts retained by the City shall be held as a lump sum until Final Completion of all Work, regardless of earlier completion of individual component(s) of the Work. The final payment issued by the City shall include all amounts retained by the City under this paragraph, subject to any deviations in the Work or Change Orders executed pursuant this Agreement. SAMPLE CONTRACT 61 | P a g e “EXHIBIT J” KEY PERSONNEL The following individuals are designated as Key Personnel under this Agreement and, as such, are necessary for the successful prosecution of the Work: Individual Position _____________, Project Manager SAMPLE CONTRACT 62 | P a g e “EXHIBIT K” [INSERT TERMS GOVERNING CONTRACT ADMINISTRATION] [IF THE CITY WILL BE ADMINISTERING THE CONTRACT ITSELF, NOTE THAT HERE] [INSERT AGREEMENT WITH CONTRACT ADMINISTRATOR AS DETERMINED APPROPRIATE OR WHERE SUCH AGREEMENT PROVIDES ADDITIONAL GUIDANCE REGARDING INTERACTIONS BETWEEN THE CONTRACTOR AND CONTRACT ADMINISTRATOR] [INSERT LANGUAGE BELOW WHERE SOME ENTITY OTHER THAN THE CITY WILL SERVE AS THE CONTRACT ADMINISTRATOR] A. Communications. Except as otherwise provided in the Contract Documents or when direct communications have been specifically authorized, the City and the Contractor shall endeavor to communicate with each other through the Contract Administrator about matters arising out of or relating to the Agreement. The Contract Administrator’s decisions in matters relating to aesthetic effect shall be final if consistent with the intent of this Agreement. B. Submittals. The Contract Administrator will review and approve or take other appropriate action upon the Contractor’s submittals, such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. C. Contractor Responsibilities Unchanged. THE DUTIES, OBLIGATIONS, AND RESPONSIBILITIES OF THE CONTRACTOR UNDER THIS AGREEMENT SHALL IN NO MANNER WHATSOEVER BE CHANGED, ALTERED, DISCHARGED, RELEASED, OR SATISFIED BY ANY DUTY, OBLIGATION, OR RESPONSIBILITY OF THE CONTRACT ADMINISTRATOR, ARCHITECT, ENGINEER OR ANY OTHER PARTY HIRED BY THE CITY. THE CONTRACTOR IS NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BY AND BETWEEN THE CITY AND ANY OTHER PARTY. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT THE DUTIES OF THE CONTRACTOR TO THE CITY ARE INDEPENDENT OF, AND ARE NOT DIMINISHED BY, ANY DUTIES OF THE CONTRACT ADMINISTRATOR, ARCHITECT, ENGINEER OR ANY OTHER PARTY TO THE CITY. SAMPLE CONTRACT 63 | P a g e “EXHIBIT L” [INSERT GENERAL CONDITIONS (IF ISSUED)] SAMPLE CONTRACT 64 | P a g e “EXHIBIT M” [INSERT SUPPLEMENTARY CONDITIONS (IF ISSUED)] [The following supplementary conditions shall be included (in addition to any others issued) for any entirely City-funded road construction/maintenance Project:] Contractor Responsibility for Project and Worksite During Construction 1. Maintenance of Worksite: The Contractor shall maintain the Project and the surrounding worksite from the Commencement Date until Final Completion of the Project. Such maintenance duties include, but shall not be limited to, continuous and effective prosecution of the Work day by day with adequate equipment and forces to ensure that the roadway or structures within the Project worksite are kept in satisfactory condition at all times. All existing guard rail, signs, pavement, pavement markings, bridge handrail, traffic control devices and other safety appurtenances that are not subject to removal or relocation in the completion of the Work shall also be maintained in a safe and satisfactory condition. The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight distance. The Contractor shall, as necessary to keep the worksite clean and clear of all litter and debris, clean up and remove litter and debris. The Contractor shall, at intervals not to exceed 6 months, remove all weeds from around guard rail, barrier, poles, standards, utility facilities, and other structures, and cut or trim trees, bushes, or tall grass. These requirements shall apply to all areas within the Project worksite (i.e., the Project termini and lateral limits). All maintenance costs during construction and before the Work is accepted will be included in the Maximum Contract Price (and any individual flat fee or unit prices), and the Contractor will not be paid any additional compensation for such maintenance services. 2. Repair of Worksite and Private Property In the Case of Damage: From the Commencement Date until the Final Completion, the Contractor shall take every precaution against injury or damage to any part of the Project and the surrounding worksite by any cause whatsoever. The Contractor shall rebuild, repair, restore, and make good all injuries or damages to any portion of the Project or the worksite (with the exception of injury or damage caused by the sole negligence of the Owner) before Final Completion and shall bear the expense thereof. In case of suspension of Work from any cause whatsoever, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Project, provide for normal drainage and shall erect any necessary temporary structures, signs, or other facilities at its expense. Where the City elects to carry out a portion of the Work, in accordance with Section 11(A)(ii) of the Agreement, the City will determine if certain precautions are unnecessary and may be waived in that instance. The Contractor shall also take every precaution against injury or damage to private property in or around the worksite and shall repair or replace any private property damaged (directly or indirectly) by the Work. For purposes of progress payments and retainage calculation, and except where otherwise approved by the City in writing, damage to the Project or the SAMPLE CONTRACT 65 | P a g e worksite shall be repaired to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. Further, except where otherwise approved by the City in writing, any damage to private property in or around the worksite, which damage is caused by the Contractor, shall be repaired or otherwise addressed to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. 3. Roadway Maintenance and Repair Duties in Relation to Traffic Activity: If the Project requires that traffic be maintained through the Project worksite during the prosecution of the Work, the Contractor shall assume all responsibility for damage to the Project and surrounding worksite caused by such traffic until Final Completion of the Work. If the Work requires that traffic be relocated to an alternate roadway or the Project is constructed on a new location, the Contractor shall be responsible for all damage to the Project and the worksite until the City directs that the Project be opened to traffic. At that time, the Contractor will no longer be responsible for traffic-related damage to the Project or worksite other than damage attributable to the Contractor’s actions or inadequate construction. SAMPLE CONTRACT 66 | P a g e “EXHIBIT N” [INSERT NOTICE OF AWARD] 1 | P a g e ITB1 8 -PW05-A d d e n d u m # 1 ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #1 ITB 18-PW05 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motes@cityofmiltonga.us I hereby acknowledge receipt of documents pertaining to the above referenced ITB. COMPANY NAME: ___________________________________________ CONTACT PERSON: _________________________________________ ADDRESS: __________________________________________________ CITY: _________________ STATE: ____________ ZIP: _____________ PHONE: ______________________ FAX: _________________________ EMAIL ADDRESS: ___________________________________________ ____________________________________ ______________________ Signature Date ADDENDUM #1 2 | P a g e ITB1 8 -PW05-A d d e n d u m # 1 ADDENDUM #1 ITB 18-PW05 1. Delete page 34 of the Bid Submittal Form and replace with the following “Morris at Webb Unit Prices and Estimated Quantities” page. The sum of all of the Total Price line items is be entered as the “Morris Road and Webb Road Intersection Total Base Bid Price” on page 35 of the ITB. 2. Final Construction Plans for Morris Road at Webb Road referenced on pages 24-25 of the ITB and prepared by BM&K (Design Engineer) dated 03/08/2018 can be downloaded at: FINAL CONSTRUCTION PLANS MORRIS AT WEBB (https://files.secureserver.net/0su5CWhLQF1prO) 3 | P a g e I T B 1 8 -PW05-A d d e n d u m # 1 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] MORRIS AT WEBB UNIT PRICES AND ESTIMATED QUANTITIES Item Number Item Description Units Quantity Unit Price Total Price 150-1000 TRAFFIC CONTROL - LS 1 163-0232 TEMPORARY GRASSING AC 0.5 163-0240 MULCH TN 1 163-0300 CONSTRUCTION EXIT EA 1 165-0010 MAINTENANCE OF TEMPORARY SILT FENCE, TP A LF 200 165-0101 MAINTENANCE OF CONSTRUCTION EXIT EA 3 171-0010 TEMPORARY SILT FENCE, TYPE A LF 500 210-0100 GRADING COMPLETE LS 1 310-1101 GR AGGR BASE CRS, INCL MATL TN 230 402-1802 RECYCLED ASPH CONC PATCHING, INCL BITUM MATL & H LIME TN 50 402-1812 RECYCLED ASPH CONC LEVELING, INCL BITUM MATL & H LIME TN 100 402-3121 RECYCLED ASPH CONC 25 MM SUPERPAVE, GP 1 OR 2, INCL BITUM MATL & H LIME TN 48 402-3130 RECYCLED ASPH CONC 12.5 MM SUPERPAVE, GP 2 ONLY, INCL BITUM MATL & H LIME TN 369 402-3190 RECYCLED ASPH CONC 19 MM SUPERPAVE, GP 1 OR 2,INCL BITUM MATL & H LIME TN 24 413-1000 BITUM TACK COAT GL 100 430-0600 PLAIN PC CONC PVMT, CL HES CONC, 10 INCH TK, STAMPED & COLORED SY 420 432-5010 MILL ASPH CONC PVMT, VARIABLE DEPTH SY 4250 441-0104 CONC SIDEWALK, 4 IN SY 48 441-5008 CONCRETE HEADER CURB, 6 IN, TP 7 LF 130 441-5025 CONCRETE HEADER CURB, 4 IN, TP 9 LF 260 441-6222 CONC CURB & GUTTER, 8 IN X 30 IN, TP 2 LF 140 636-1033 HIGHWAY SIGNS, TP 1 MATL, REFL SHEETING, TP 9 SF 372 636-2070 GALV STEEL POSTS, TP 7 LF 434 653-1501 THERMOPLASTIC SOLID TRAF STRIPE, 5 IN, WHITE LF 1060 653-1502 THERMOPLASTIC SOLID TRAF STRIPE, 5 IN, YELLOW LF 1060 653-3501 THERMOPLASTIC SKIP TRAF STRIPE, 5 IN, WHITE GLF 80 653-6004 THERMOPLASTIC TRAF STRIPING, WHITE SY 1000 653-6006 THERMOPLASTIC TRAF STRIPING, YELLOW SY 250 654-1001 RAISED PVMT MARKERS TP 1 EA 35 654-1003 RAISED PVMT MARKERS TP 3 EA 32 702-9025 LANDSCAPE MULCH - PINE STRAW SY 584 700-9300 SOD - BERMUDA SY 1000 700-9300 SOD - FESCUE SY 1000 TOTAL: 1 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #2 ITB 18-PW05 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motes@cityofmiltonga.us I hereby acknowledge receipt of documents pertaining to the above referenced ITB. COMPANY NAME: ___________________________________________ CONTACT PERSON: _________________________________________ ADDRESS: __________________________________________________ CITY: _________________ STATE: ____________ ZIP: _____________ PHONE: ______________________ FAX: _________________________ EMAIL ADDRESS: ___________________________________________ ____________________________________ ______________________ Signature Date ADDENDUM #2 2 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 ADDENDUM #2 ITB 18-PW05 1. Construction Plan revisions for Freemanville Road at Providence Road prepared by Pond & Company (Design Engineer) dated 03/26/2018 can be downloaded at: CONSTRUCTION PLAN REVISIONS FREEMANVILLE (https://files.secureserver.net/0sj34aONGmDwZk) 2. Construction Plan revisions for Morris Road at Webb Road prepared by BM&K (Design Engineer) dated 03/26/2018 can be downloaded at: CONSTRUCTION PLAN REVISIONS MORRIS AT WEBB (https://files.secureserver.net/0spQAuJkT2wvyy) Parcel #3 has existing irrigation lines in the right of way. Contractor shall cap lines at the back of the right of way and mark those locations. Cost associated shall be considered incidental. 3 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 QUESTIONS AND ANSWERS 1. Referring to Freemanville Road at Providence Rd-Roundabout, Typical Section TS 01 & 02 on Drg# 5-0001(Sht#5),describes only Asphalt widening, w/retaining the existing Asphalt, while Grading Cross Sections describes construction of all Full Depth Asphalt. What we need to follow? Typical Sections or Grading Cross Sections? The typical sections show that a portion of the roadway is full depth and a portion retains existing asphalt. The Cross sections show the exact limits of full depth and retaining existing asphalt. 2. Regarding Concrete Median 10” Thick, is it Stamped Color concrete or not? If, colored, which color to be used? Truck apron shall be Plain PC Concrete, Class 3, 10 in thick stamped and integral color in pattern and color to be determined by City. 3. Grading Cross Sections describes, Concrete Median, Typical Section does not describe Conc or Grass Median. Landscaping Drg#29-0001 describes, Grass Median. Also describes Landscaping. Which one is correct? Follow landscaping plan for medians. The landscaping plans provide more detail that is not shown elsewhere. 4. I am Requesting the Plan Holders List for: # 18-PW05 - City of Milton / Intersection Improvements There is not a plan holders list. 5. I am Requesting a Detail Sheet or Specs. for the Wood Fencing for this Job: # 18- PW05 - City of Milton / Intersection Improvements Fencing on project to be replaced in like kind. 6. Referring to Freemanville Road at Providence Rd-Roundabout, Typical Section Drg# 06-0001(Sht#6),Summary of Qty describes, ”Sod Qty,1233 SY & Landscaping Drg#29- 0002,describes,”Bermuda Sod,Qty,1170 SY” Both Quantiles are separate & need to add both Quantiles or not? What will be correct Total Sod Qty? The quantities given are estimates only and actual quantities may vary from those indicated. The Plan sheets and project specifications in the bid describe the areas to be sodded. 7. The Bid Form contains a section for Major Water Line Relocation on Freemanville Rd. There are no water line plans, details, specifications, or items and quantities provided. Are these available so that this work can be priced accurately? 4 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 Water line relocation plans are shown on utility plan sheets. All materials and installation shall follow Fulton County Water specifications. 8. The typical sections for Freemanville Rd Sta 201+00 – 204+00 indicates widening and overlay. The cross sections for the same area illustrates full depth reconstruction. Which one is correct? See answer 1. 9. The typical sections for Providence Rd Sta 304+00 – 306+00 indicates full depth reconstruction. The cross sections for the same area illustrate widening and overlay. Which one is correct? See answer 1. 10. The typical sections for Providence Rd Sta 307+00 – 309+00 indicates widening and overlay. The cross sections for the same area illustrate full depth reconstruction. Which one is correct? See answer 1. 11. What is the estimated budget for this project? Due to the nature of this solicitation (ITB, awarded to the lowest, most responsive and responsible bidder) monetary information is not provided during the open solicitation period. 12. Will we get 280 days for Freemanville Road portion and then another extra 60 days for the Morris Road portion? The 280 days begins when a notice to proceed is issued for the Freemanville project. It may or may not overlap with the 90 days (this was increased from the 60 days previously provided) for the Morris Road project. 13. Just verifying that Freemanville Road will be a Lump Sum but Morris will actually be a Unit Price Contract paid for what is put in? That is correct. 14. Will this be done in one contract containing both projects? Yes. 15. Will one contractor be selected for these projects? Yes. 5 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 16. Referring to Freemanville Road at Providence Rd-Roundabout, Typical Section Drg# 05-0002(Sht#6),Note describes,”10” Class A Portland Cement, Type 3 Concrete Stamped & Colored”. Which Type of Concrete to be used? Class-A Conc or Class 3 Conc? Which Type of Colored Concrete to be used? See answer 2. 17. Referring to Morris at Webb Rd Roundabout, Typical Section Drg# 05- 0001(Sht#5),Note describes,”10” Class 3 or 1, Stamped Colored”. Line Item describes as follows: 18. 430-0600 19. PLAIN PC CONC PVMT, CL HES CONC, 10 INCH TK, STAMPED & COLORED 20. SY 21. 22. 420 Which Type of Concrete to be used? Class-A Conc or Class 3 Conc or Class HES Conc? See answer 2. 23. Morris Road and Webb Rd Roundabout Project Contract is Item Rate Contract or Lump Sum Contract? Morris is unit price contract. 24. Freemanville Road at Providence Rd-Roundabout Project Contract is Item Rate Contract or Lump Sum Contract? Freemanville is lump sum contract. 25. Can we bid either one project out of Two Projects? Both projects shall be bid together. 26. Can you favor me to provide the Bid Schedule for Freemanville Road at Providence Rd-Roundabout Project & Alternate for Waterline Relocation? No Bid Schedule provided. They are lump sum. 27. I have downloaded all of the Bid Docs available thru Vendor Registry for this project. We do not see a BID SCHEDULE for the FREEMANVILLE ROAD & PROVIDENCE ROAD INTERSECTION. Addendum #1 only contained the Bid Schedule for the Webb Road & Morris Road location. Can you tell me when this will be issued, please? See answer 24. 6 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 28. Referring to Freemanville Road at Providence Rd-Roundabout, Special Grading Drg# 18-0001(Sht#21).No Proposed Contours are given, only Existing Contours are given. Can you please, provide Proposed Contour on above Drawing, so that we can derive correct Grading for the Roundabout? Existing contours are dashed and proposed contours are solid lines on special grading sheet in the plans. 29. Are this project is Item rate Contract or Lump sum Contact? See answers 23 and 24. 30. The Project Scope includes Two Separate Locations of Roundabout Locations, out of two Locations, only one Project named Morris at Webb Rd Roundabout, has provided Bid Schedule, while other Project named, Freemanville-Providence Roundabout has not provided Bid schedule. Please, provide, Bid schedule for this project. See answers 23 and 24. 31. Are there any specifications for this project? Could you tell me where I can find them? Follow all GDOT specificaitons and project specifications and special provisions in the bid document. 32. I noticed on the addendum for Morris Road and Webb Road there is a bid schedule. Was there also a bid schedule for the Freemanville-Providence Roundabout? See answers 23 and 24. 33. In one location of the project manual it is stated that this is a Lump Sum bid for both intersections. In another location it is stated that the Freemanville Rd project will be Lump Sum and Morris Rd project will be a unit price contract based on the provided bid form. Can you please clarify if this bid will be Lump Sum or Unit price contract? See answers 23 and 24. 34. Will both projects be awarded to one contractor or is there a possibility of separate awards? The intent is to award both projects together. 35. What is the basis for award, The TOTAL BID PRICE for both projects? Bid award will be total bid price for both projects. 7 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 36. Will the water alternate of Freemanville Rd be considered in determining the low bidder? No. 37. Are there any Utility Adjustment Schedules available for either project? Utility Plans show adjustments based on early coordination. Contractor is responsible for utility coordination. 38. Special Provisions state that contractor must pay for all permits, licenses, and all fees. What permits, licenses, and fees can be expected? There are no permits anticipated. 39. Special Provisions state that Morris Rd at Webb Rd is to be completed within 60 Cal Days. This is not possible with the amount and various scopes of work to be performed. Also the work will have to be completed in stages to maintain traffic. Can the completion of Morris Rd be extended to 120 Cal Days? The Morris at Webb project shall be completed within 90 days (this is an increase from the 60 days previously provided) 40. What are the Liquidated Damages for not completing Morris Rd within the 60 Cal Days? The Morris at Webb project will follow Georgia Department of Transportation Specification Section 108—Prosecution and Progress for determining liquidated damage amounts based on completion within 90 days. 41. What are the Liquidated Damages for not completing Freemanville Rd within the 280 Cal Days? The Freemanville project will follow Georgia Department of Transportation Specification Section 108—Prosecution and Progress for determining liquidated damage amounts based on completion within 280 days. 42. Freemanville Rd Stage 2 plans has labels for temporary barrier wall and impact attenuators, however neither are shown on the plans. Is temporary barrier wall and attenuators required during stage 2? Disregard the attenuator label on sheet 19-0011. Refer to plan sheets for locations. 43. Freemanville Rd drainage profiles, labels the pipe size from B-14 to B-17 as 15” RCP. The summary of quantities lists these pipes as 18”. Which one is correct? 18” RCP 8 | P a g e I T B 1 8 - P W 0 5 - A d d e n d u m # 2 44. Freemanville Rd plans. The Typical Sections and Mainline construction plans indicate that the splitter islands on each leg of the intersection is comprised of Header Curb only. The Landscape Plan 29-0001 illustrates that the beginning nose of the island and a border around the ends are to be “Stamped Concrete with Color”. Is stamped concrete in these eight locations required? If stamped concrete is required, please provide a detail indicating thickness, substructure, etc. for pricing and construction? A section of stamped concrete is required at the ends of the islands per the landscape plans. Island concrete should be per GDOT item 441-0748, 6 in thick stamped and integral color and pattern to be approved by the City. 45. Amendment includes only Bid schedule (Item list) for Morris Road and Webb Road Intersection. Please provide Bid schedule (Item list) for followings, are missing with above: Freemanville at Providence Total Base Bid, Freemanville at Providence Major Waterline Relocation (Bid Alternate) These items are lump sum. 46. Is there any right of way, permanent easements, temporary easements or other land acquisition needed on this Intersection Improvement Project? No. 47. Referring to Freemanville Road at Providence Rd-Roundabout, Construction Drg# 13-0003(Sht#14),Note describes, “Remove & Replace Existing Sign” How it will be paid? If, it is to be constructed, please, provide construction details of Sign. The sign has been removed and should not be included in the bid price. No Text MIHOME OF'Tki LT�NV ESTABUSHFD 2OD6 CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: Project Name: 18-PW05 Intersection Improvement Projects Due Date and Time: City of Milton April 17, 2018 Local rime: 2:00pm Number of Pages: 108 TION Issue Date: March 15, 2018 L f Milton Works Department Phone: 678-242-2500 eritage Walk Fax: 678-242-2499 , Ga. 30004 Website: www.citvofmiltonao.us INSTRUCTIONS TO BIDDERS Return Submittal to: Mark Face of Envelope/Package: CMES,INC. Bid Number: 18-PW05 City of Milton Name of Company or Firm Attn: Honor Motes, Purchasing Office (Pleas( print name andsign in ink) 2006 Heritage Walk Milton, Ga. 30004 Special Instructions: Deadline for Written Questions 770-982-1905 April 5, 2018 at 5:00 pm Bidder Federal I.D. Number: Email questions to Honor Motes at 58-2331087 honor. motes@ci ofmilton a.us BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Autho Bidder Signatory: CMES,INC. 6555 McDonough Drive, Rame vlsQQla, President Norcross, Ga. 30093 (Pleas( print name andsign in ink) Bidder Phone Number: Bidder FAX Number: 770-982-1905 770-982-1907 Bidder Federal I.D. Number: Bidder E-mail Address: 58-2331087 ramesh.s@cmesinc.net BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE ITB 18-PW05 1113 � e Table of Contents Topic Paqe Definitions 3 Invitation to Bid 4 Schedule of Events 6 Bidding Instructions (What must be submitted) 7 Insurance/Bond Requirements 8 Bid Form and Addenda Acknowledgement 14 Bid Bond (3 pages) 16 Qualifications Signature and Certification 19 Corporate Certificate 19 List of Subcontractors 20 Contractor Affidavit and Agreement (eVe(fy) 21 Disclosure Form 22 Project Specifications 23 Bid Submittal Form (3 pages) 33 General Conditions 36 EPD Air Quality Rules 42 Sample Contract Agreement 47 ITB 18-PW05 2 1) ,� DEFINITIONS COMPW: City of Milton Public Works Department CY: Cubic Yard GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LM: Lineal Mile LS: Lump Sum SY: Square Yard TN: Ton MUTCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials ITB 18-PW05 3 111 a `r t HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' MILTON ESTABLISHED 2006 Invitation to Bid 18-PW05 The City of Milton is accepting sealed bids from qualified firms for the Intersection Improvements Projects for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation's (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on April 17, 2018. Sealed bids shall be submitted to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, Ga. 30004. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder's name and total bid amount will be read aloud at: Milton City Hall 2006 Heritage Walk Milton, Ga. 30004. Bids received after the above time or in any other location other than the Purchasing Office will not be accepted. Bids shall be presented in a sealed envelope with the bid number (18-PW05) and the name of the company or firm submitting clearly marked on the outside of the envelope. ONE (1) ORIGINAL (PAPER) AND TWO (2) COPIES (PAPER) AND A PDF COPY OF THE BID ON CD or FLASH DRIVE MUST BE SUBMITTED. Bids will not be accepted verbally, by fax, or email. Questions must be in writing. For questions, please email Honor Motes at honor.motes@cityofmiltonga.us. Deadline for questions is April 5, 2018 at 5:00pm. Official answers to questions and potential changes to the ITB (Addendums) will be posted at the same web locations as the ITB on or about April 9, 2018. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder's responsibility to check the websites for potential updates. Please refer to Bid (18-PW05) and bid name (Intersection Improvement Projects) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days ITB 18-PW05 4 111 a zi c after the "Notice to Proceed" is issued. The time of completion for the project is two hundred eighty (280) calendar days from the date of the "Notice to Proceed." If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. *Important to remember when submitting digital files: 1. Mark all CD's or Flash Drives with Bidder's name and ITB number and title. 2. All digital files must be in either (unless otherwise specified within this document): a. Microsoft Office file format or b. Portable Document Format (PDF). 3. Use caution in creating the electronic files. If the City is unable to open files due to data -corruption, password or encryption error, etc., the Bidder's proposal may be considered incomplete. 4. NOTE: All digital copies must include exactly the same information as provided in the hard copy "Original". The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the "Notice to Proceed" is issued. Work will be scheduled with the issuance of a Task Order and should be completed within five (5) days from issuance of Task Order. If weather affects the required completion schedule, The City and selected contractor will negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. ITB 18-PW05 5 111 a g e SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE EVENT DATE ITB Issue Date March 15, 2018 Deadline for Receipt of Written Questions 5 PM on April 5, 2018 Posting of Written Answers by City to Websites on or about April 9, 2018 ITB DUE No Later than 2:00 PM on April 17, 2018 Tentative Contract Award (on/about) Notice to Proceed (on/about) May 7, 2018 May 8, 2018 NOTE: PLEASE CHECK THE CITY WEBSITE (hftp://www.cityofmittonga.us) OR THE DOAS WEBSITE (htip://ssl.doos.state.ga.us/PRSapp/PR_index.jsp) FOR ADDENDA AND SCHEDULE UPDATES. ITB 18-PW05 6 I Pa s, c BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid (Cover Sheet) 1 2 Bid Form and Addenda Acknowledgement (2 pages) 14-15 3 Bid Bond (3 pages) 16-18 4 Qualifications Signature and Certification 19 5 List of Subcontractors 20 6 Contractor Affidavit and Agreement (eVe(fy) 21 7 Disclosure Form 22 8 Bid Submittal Form (3 pages) 33-35 9 Qualification sheet listing projects and references as stipulated in this document Use your own form INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a combined lump sum and unit price "purchasing contract" with one firm to be the primary supplier of the Intersection Improvement Projects, ITB 18-PW05. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as "no substitute" or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturer's number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. ITB 18-PW05 7 1 P a g c The City reserves the right to cancel the contract at any time with 30 days written notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors' until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor's expense to the complete satisfaction of the City of Milton with no additional expense to the City. EVALUATION The City intends to evaluate the ITB on the lowest, best, responsible, and responsive vendor. Bids may be found nonresponsive at any time during the evaluation or contract process, if any of the required information is not provided; the submitted price is found to be inadequate; or the proposal is not within the specifications described and required in the ITB. If a bid is found to be non- responsive or non-qualified, it will not be considered further. INSURANCE REQUIREMENTS Within ten (10) days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject ITB 18-PW05 8 1 P a g c to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies ITB 18-PW05 9 111 ;i C shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers' Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than AM. (6) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor's insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has ITB 18-PW05 10 111 a g c been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims -Made Policies: Contractor shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers' Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the base bid price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1 /3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury Department's most current list (Circular 570 as amended) and be authorized to ITB 18-PW05 11 P a g c do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4-122 and 36-91-21 (e). ITB 18-PW05 12 1 P a „ c COST OF PREPARING A BID The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. ITB 18-PW05 13 111 a g c HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' MILTO*k N ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 18-PWOS Intersection Improvement Projects The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided or expenses incurred, which are not specifically delineated in the Contract Documents but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid. ITB 18-PW05 141 P it e c The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces within ten (10) calendar days from the Notice to Proceed, and to complete all Work as scheduled in Task Order(s) issued. If weather affects the required completion schedule, the City and selected Bidder will negotiate a new completion date. Attached hereto is an executed Bid Bond in the amount of 5% of Amount Bid Dollars ($ (Five Percent of Amount Bid). If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. -#,62 Date viewed 04/17/2018 041 f7AMT Bidder further declares that the full name and resident address of Bidder's Principal is as follows: Signed, sealed, and dated this 17th day of And 2018 Bidder Mailing Address: 6555 McDonough Drive, Norcross, GA -30093 Bidder CMES, INC. _ (Seal) Company Name Signature: Print Name: Ramesh S.Suhagia Title: President ITB 18-PW05 15 1 Pa g c HOME OF `THE BEST.UA.L i Y CF U -E N GECRGA' 'k' . .ILTON ESTABLISHED 2006 BID BOND CITY OF MILTON, GEORGIA BIDDER (Name and Address): CMES, INC. 6555 McDonough Dr, Norcross, GA -30093 SURETY (Name and Address of Principal Place of Business): Westport Insurance Corporation, 1450 American Lane, Suite 100, Schaumburg, IL 60173 OWNER (hereinafter referred to as the "City" (Name and Address): City of Milton, Georgia ATTN: Purchasing Office 2006 Heritage Walk Milton, Georgia 30004 BID BID DUE DATE: 4/17/2018 PROJECT (Brief Description Including Location): 18-PW05 Intersection Improvement Proiects BOND BOND NUMBER:TBD040218 DATE (Not later that Bid due date): 04/02/2018 PENAL SUM: Five Percent of Amount Bid 5% of amt. bid (Words) (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. BIDDER SURETY CMES, INC. (Seal) Bidder's Name and Corporate Seal By: Signat n Title: Ramesh S.Suhagia Pr Attest: Signature and Title: Chatur B. CKhabhaya Secretary West Insurance Corporation (Seal) Suret s Name and Corporate Seal By* Signature and Title: Edward Mooney (Attach Power of Attorney)A torney-in-Fact Attest: Signature and Title: K atarzyna ffin, Agent ITB 18-PW05 16 111 a , e SWISS RE CORPORATE SOLUTIONS NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY WESTPORT INSURANCE CORPORATION GENERAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT North American Specialty Insurance Company, a corporation duly organized and existing under laws of the State of New Hampshire, and having its principal office in the City of Overland Park, Kansas and Washington International Insurance Company a corporation organized and existing tinder the laws of the State of New Hampshire and having its principal office in the City of Overland Park, Kansas, and Westport Insurance Corporation, organized under the laws of the State of Missouri, and having its principal office in the City of Overland Park, Kansas each does hereby make, constitute and appoint: EDWARD MOONEY, ROBERT CARLETON WYNNE, and KATARZYNA GRIFFIN JOINTLY OR SEVERALLY Its true and lawful Attomey(s)-in-Fact, to make, execute, seal and deliver, for and on its behalf and as its act and deed, bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies, as surety, on contracts of suretyship as are or may be required or permitted by law, regulation, contract or otherwise, provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the amount of: ONE HUNDRED TWENTY FIVE MILLION ($125,000,000.00) DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on March 24, 2000 and Westport Insurance Corporation by Written consent of its Executive Committee dated July 18, 2011. "RESOLVED, that any two of the President, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary or any Assistant Secretary be, and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company bonds, undertakings and all contracts of surety, and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attach therein the seal of the Company; and it is FURTHER RESOLVED, that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future with regard to any bond, undertaking or contract of surety to which it is attached." By mlrz — Steven P. Anderson, Senior Vice Presidento as mgtovnterna on asurance Company & Senior Vice President of North American Specialty Imeres m Company & Senior Vice President of Westport Insurance Corporation By —11 / 1rt' ! Mike A. It., Senior Vice President of Washington Interactional Insurance Co.,.., & Senior Vice President of North American Specialty Insurance Compvny & Senior Vice President of Westport Insurance Corporation IN WITNESS WHEREOF, North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation have caused their official seals to be hereunto affixed, and these presents to be signed by their authorized officers this this 08 day of JANUARY 120 18 North American Specialty Insurance Company Washington International Insurance Company State of Illinois Westport Insurance Corporation County of Cook ss: On this 08 day of JANUARY 20 1S, before me, a Notary Public personally appeared Steven P. Anderson , Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation and Michael A. Ito Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and Senior Vice President of Westport Insurance Corporation, personally known to me, who being by me duly sworn, acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act and deed of their respective companies. Notary Pvblie-gWhoESliunis , "tyc a uzozi P"M M. Kenny, Notary Public I, Jeffrey Goldberg , the duly elected Vice President and Assistant Secretary of North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney given by said North American Specialty Insurance Company, Washington International Insurance Company and Westport Insurance Corporation which is still in full force and effect.' / IN WITNESS WHEREOF, I have set my hand and affixed the Seals of the Companies this L.day of r l 20 t �C ]dbey Goldberg, Vice President & Assistant Secretary of Washington International Insurance Company & N.& Anmrinan Specialty Issuranee Company & Vice President & Assistant Secretary ofweslpart Insurance Corporation Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. ITB 18-PW05 17 111 a c 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. ITB 18-PW05 18 111 n g c HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' MILTON ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection With any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Sig Print/Type Name Ramesh S. Suhagia, President Print/Type Company Name Here CMES, INC. CORPORATE CERTIFICATE 1, Chatur B. Chhabhava , certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that Ramesh S. Suhagia who signed said bid in behalf of the Contractor, was then (title) President of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of Georgia This 17 day of April 2018 V (Seal) (Signature) Chatur B. Chhd8haya, Secretory ITB 18-PW05 19 111 a g r HOME OE 'THE BEST QUALrrY OF LIFE IN GEORGIA' MILTON'IP ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do V�- , do not X , propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: CYC P�,w l K -rus Company Name CMES,INC. ITB 18-PW05 201 Pa g c HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' 111 MILTON ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] EXHIBIT" D " CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A.§ 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: 46157 eVerify Number 04/17/2018 Date of Authorization CMES, INC. Name of Contractor Intersection Improvement Proiects Name of Project City of Milton Name of Public Employer ITB 18-PW05 I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on , j 2015 in — ciitty , A (state). S uhorized Officer or Agent Ramesh S. Suhagia , President Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF April 2018 . NOTA UBLIC PRAVIN N FATE.- NOTARY PUBLIC [NOTARY SEAL innettCourHy- State ofGA 1 y Come• Explr" Jan 24.2Q21 My Commission Expires: 211I'a4,c HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' MILTON'I.IN ESTABLISI-IED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder CMES, INC. Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) NONE List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value N/A N/A Description Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: NONE ITB 18-PW05 22 1 P a - e HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' M I LTONft ESTABLISHED 2006 [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] (3 PAGES) Bid Submittal Form Intersection Improvement Projects The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document. Hereby proposes and agrees, if this bid for the above named project is accepted to enter into a contract to perform all work necessary to the successful completion of the contract; and to supply all required submittals as indicated or specified in the ITB and the bid documents to be performed or furnished by bidder for the for the total contract price of: Freemanville Road and Providence Road Intersection: Total Base Bid Price (Lump Sum) $_, �/ � �V /i FZ2-- D 0 Print Dollar Amountyk�e t4g ll Furl 41!aA <�v,Ic ��% �` �/ 4Z0, ,� ITB 18-PW05 33 1 P a g c [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] MORRIS AT WEBB UNIT PRICES AND ESTIMATED QUANTITIES Item Number Item Description Units Quantity Unit Price Total Price 150-1000 TRAFFIC CONTROL - LS 1 9IC-9 S 'O��' O 163-0232 TEMPORARY GRASSING AC 0.5 6/ 0 -op C.+(/ -• GO 163-0240 MULCH TN 1 360,00 0 - CD 163-0300 CONSTRUCTION EXIT EA 1 / 200.0 ,OD 165-0010 MAINTENANCE OF TEMPORARY SILT FENCE, TPA 200 •�� • 00 165-0101 MAINTENANCE OF CONSTRUCTION EXIT 3 ZS • 00 0.Oa 171-0010 TEMPORARY SILT FENCE TYPE A 500 - O Lr" tv 210-0100 GRADING COMPLETE dEA 1 Z Z� DO310-1101 GR AGGR BASE CRS INCL MATL 230 • (0 O �6'D x00 402-1802 RECYCLED ASPH CONIC PATCHING, INCL BITUM MATL & H LIME TN 50 C - 15 Z' DO -j'60�� DO 402-1812 RECYCLED ASPH CONIC LEVELING, INCL BITUM MATL & H LIME TN 100 ! 3D 00 13/000. 00 402-3121 RECYCLED ASPH CONIC 25 MM SUPERPAVE, GP 1 OR 2 INCL BITUM MATL & H LIME TN 48 iLs' DO / (�� 0670 OG 402-3130 CYCLED ASPH CONIC 12.5 MM SUPEAVE, SGP 2 ONLY INCL BITUM MATL H LIME TN 369 / 0T• 00 ��i X500 I 402-3190 RECYCLED ASPH CONIC 19 MM SUPERPAVE, GP 1 OR 2 INCL BITUM MATL & H LIME TN 24 1)rS 'CIO 3, O DO • D i) 413-1000 BITUM TACK COAT GL 100 t; - 0 Soo -00 430-0600 PLAIN PC CONIC PVMT, CL HES CONC,10 INCH TK STAMPED & COLORED SY 420 j 2z X0 S0O 0 ' 00 432-5010 MILL ASPH CONIC PVMT VARIABLE DEPTH SY 4250 • 00 ZI/ Z$0.00 441-0104 CONIC SIDEWALK, 4 I SY 48 30 av l y�v-00 441-5008 CONCRETE HEADER CURB 6 IN TP 7 LF 130 9. 0 i'J ?0 ,Oa 441-5025 CONCRETE HEADER CURB 4 IN TP 9 LF 260 - 0 v4,3170 00 441-6222 CONIC CURB & GUTTER 8 IN X 30 IN TP 2 LF 140 2(0 ,.0 O Z 'f,0 0(i 636-1033 HIGHWAY SIGNS, TP 1 MATL, REFL SHEETING TP9 SF 1 372 o��.Q.OD 636-2070 GALV STEEL POSTS TP 7 LF 434 O o 6 Oa 653-1501 THERMOPLASTIC SOLID TRAF STRIPE, 5 IN, WHITE LF 1060 c�i� L -0 l] 653-1502 THERMOPLASTIC SOLID TRAF STRIPE, 5 IN, YELLOW LF 1060 C9' - 02 653-3501 THERMOPLASTIC SKIP TRAF STRIPE, 5 IN, WHITE GLF 80 ® - —v f / 653-6004 THERMOPLASTIC TRAF STRIPING WHITE SY 1000 , 0 D 653-6006 THERMOPLASTIC TRAF STRIPING YELLOW SY 250 5.00 1 Z ii '00 654-1001 RAISED PVMT MARKERS TP I EA 35 •0 D ( . Oa 654-1003 RAISED PVMT MARKERS TP 3 EA 32 4 -,Do .0 Z 702-9025 LANDSCAPE MULCH - PINE STRAW SY 584 3-0V )-52 -OD 700-9300 SOD - BERMUDA SY 1000 .09 000 00 700-9300 SOD - FESCUE SY 1000 O OD 0'00 TOTAL: !9S -/, D 311' I I k I ` I' \dd, udi. ni I 0 HOME OF 'THE BEST QUALITY OF LIFE IN GEORGIA' MILTON*k' ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SUBMITTAL FORM Morris Road and Webb Road Intersection: Total Base Bid Price $ 3 / L 6,, 0 O r, Print Dollar Amount �I79rD -Am notp 07*. Freemanville at Providence Total Base Bid + Morris //att' Webb Total Base Bid: TOTAL BID PRICE $ r� Print Dollar Amount &V L1jX/0'n �Piv �� � y h"kle 2S � -f � w � e� Freemanville at Providence Major Waterline Relocation (Bid Alternate) Total Bid Alternate Price (Lump Sum) $ Z �? � r � /d • D U Print Dollar Amount � �"X In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule. COMPANY ADDRESS 6555 McDo AUTHORIZED SIGNATU PRINT / TYPE NAME Ramesh S.Suhagia TITLE President ITB 18-PW05 35 111 a g c MI LTON't ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #1 ITB 18-PW05 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motes@citvofmiltonaa.us I hereby acknowledge receipt of documents pertaining to the above referenced ITB. COMPANY NAME: CMES,INC. CONTACT PERSON: Ramesh S. Suhagia, President ADDRESS: 6555 McDonough Drive CITY: Norcross STATE: Georgia ZIP: 30093 PHONE: 770-982-1905 FAX: 770-982-1907 E IL ADDRESS: ramesh.s@cmesinc.net 04/17/2018 Sig a Date ADDENDUM #1 11R I N -PR 05-Addcndum -1 VI LTO N' � 6IWU11111 5 ACKNOWLEDGEMENT RECEIPT OF ADDENDUM #2 ITB 18-PW05 Upon receipt of documents, please email, fax or mail this page to: City of Milton Attn: Honor Motes, Purchasing Office 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Email: honor.motes@citvofmiltonga.us I hereby acknowledge receipt of documents pertaining to the above referenced ITB. COMPANY NAME: CMES, INC. CONTACT PERSON: Ramesh S.Suhagia President ADDRESS: 6555 McDonough Drive CITY: Norcross STATE: GA ZIP: 30093 PHONE: 770-982-1905 FAX: 770-982-1907 EMAIL ,DRESS: ramesh.s@cmesinc.net Signa re ADDENDUM#2 ITB18-PW05-Addcndum N'_ 04/17/2018 Date 11Pagc zW � E U N N J E N O V U C� m C N a V � L ° a L a o E c x E E >m t v r m a v 2 w w - O p 4 N C Q N = N J w O O O C D! Taw° C G ~ -• Q � y n Q oOio O m v r I r o � yq W Fy A yi M N C C N RO mo mo 2`� w w t o m 2U �N 2U min U� LL � 3 0 U _ E D) w g aC O ry N C Si y h -C6 0`3 mi-° mo w u" Cro o ya a 2 � ola�,�o� ;2 vm ama y> ei- LLEoN `c vlg va>, uEax .M-Puot'.°c' c 'c v m U v m v a C m a v e m e v ¢ �"+ 7 m c a c v U aM.`0a 3 °u F= o qO`m va` T E zo 0 o K c n m v w $ y. m, v a e c o o a t E v c y 'A x3a°'E ."i rno'o 2�'m t•Y a oai d c Q 3�y� N m}o w M 0 L LL N12 my c �-m co m aa� woeca ... `c cci vcrn� ee ai n�aq m o o a v W uvin-<w 00 S E o d C7 4 m° v O C O y:� Ow a o u Only +slid at this location and Ns lien lovation conforms to Gtrinnett County Ordinance Gwinnett County Licensing and Revenue 201 ERspec 446 W. Cio an Street - Suite 125 NOT Lawrenceville, GA 30046 TRANSFERABLE A T DISPLAY THIS CERTIFICATE' AT BUSINESSSLOCATION FOR PUBLIC VIEAV ';,_[.' Date l,suj,i March L 2018 Certificate Number: 2018077056 �G Uxpires March 31,20119 Fee: $20,080.00 GEORGIN 13ustness Name: CMF,S INC: De,cryllon All OtherSpecialtcTrade Contractors MAIL TO Ru�;n"- Location (IMES INC 1)555 MCDONOUGH DR ('/O CHATCR R ('H11AR11AlA NORCROSS (;A 30093-1212 6555 MCDONOUGH lilt NORCROSS GA, 30tt93-1212 Only +slid at this location and Ns lien lovation conforms to Gtrinnett County Ordinance Russell R. McMurry, P.E., Commissioner CMES, Inc. 6555 McDonough Drive Norcross, GA 30093 September 14, 2016 GEORGIA DEPARTMENT OF TRANSPORTATION One Georgia Center, 600 West Peachtree Street, NW Atlanta, Georgia 30308 Telephone: (404) 631-1000 CERTIFICATE OF QUALIFICATION Vendor ID: 2CM100 In accordance with The Rules and Regulations governing the Prequalification of Prospective Bidders, the Georgia Department of Transportation has assigned the following Rating. This Certificate of Qualification is effective on the date of issue and cancels and supersedes any Certificates previously issued: MAXIMUM CAPACITY RATING $101,500,000 CERTIFICATE EXPIRES September 30, 2018 The total amount of incomplete work, regardless of its location and with whom it is contracted, whether in progress or awarded but not yet begun, shall not exceed the Maximum Capacity Rating, ifdissatisfied with the Rating, we direct you to the Appeals Procedures in §672-5-.08 (1) & (2) and §672-1-.05, Rules of the State Department of Transportation. In order to be continuously eligible to bid with this Department, your next application for prequalification must be submitted before the expiration date. If you desire to submit an application some intermediate period before the expiration date, your Rating will be reviewed on the basis of the new application. This Prequalification Certificate is issued for contractors to be eligible for work with the Georgia Department of Transportation (GDOT) only. GDOT does not certify contractors as eligible to do business with entities other than GDOT. Sincerely, i Marc Mast•onardi, P.E. Chairman, Prequalification Committee/Contractors ACORO® CERTIFICATE OF LIABILITY INSURANCE DAT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 2/22/2D/YYYO 2/22/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance of Georgia 3483 Satellite Blvd. , Ste. 100 Duluth, GA 30096 NAME: Btittany Marin PHONE 7705125062 A/c Na: 7705125050 E-MAIL ADDRESS: bmarin@bbatianta.com INSURERS AFFORDING COVERAGE NAIC4 EPP0457629 INSURER A: The Cincinnati Casualty Company 28665 www.bbatlanta.com INSURED CMES, Inc. 6555 McDonough Dr. INSURER 8: The Cincinnati Insurance Company 10677 INSURER C: INSURER D: Norcross GA 30093 NSURER E NSURERF: COVFHAr;FS CFRTIFICATF MIIMRFR- AnAVAOne CCVICInki 1.IIIaaDee. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTH TYPE OF INSURANCE INqD ADD s BR POLICYNUMBER Mf&DDNYYY MMIDDYYXYY LIMITS A ,/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR `/ ,/ EPP0457629 10/1/2017 10/1/2018 EACH OCCURRENCE $2000000 PREMISES Ea oxur ante $500,000 MED EXP (Any one person) $10000 ✓ Contractual Liability PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ✓❑ JEta FILOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGO $2,000,000 $ OTHER: B AUTOMOBILE LIABILnY✓ ✓ CAA 523 54 66 10/1/2017 10/1/2018 EDae i eecci ntSINGLE LIMIT $2,000,000 BODILY INJURY (Per person) $ ✓ ANY AUTO ✓ OWNED F-1 GH AUTOS ONLY AUTOSULED BODILY INJURY (Par accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per acculen $ Comp/Coll Ded $1.000 A �/ UMBRELLALIAS ✓ OCCUR ✓ ✓ EPP0457629 10/1/2017 10/1/2018 EACH OCCURRENCE $5000000 AGGREGATE $5000000 EXCESS LIAB CLAIMS -MADE DED '/RETENTION 0 B WORKERS COMPENSATION AND EMPLOYERS YIN ANYPROPRIETOR/PARTNER/EXECUTNE OFFICERIMEMBER EXCLUDED?FINN/A EWC045763 10/1/2017 10/1/201$ ,i PTATUTE ER" E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1 (Mandatary In NH) 1/ es, tlescribe under DESCRIPTION OFOPERATIONSbelm E.L DISEASE -POLICY LIMB $1000000 A A Equipment Floater Contractor's Pollution Liability EPP0457629 EPP0457629 10/1/2017 10/1/2017 10/1/2018 10/1/2018 Leased and Rented Equipment $200,000 $1 MM Per Incident/ $2MM General Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached B more space Is required) CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT— GA 233 02 07 CInCIPIus® BUSINESS AUTO XC+@ (EXPANDED COVERAGE PLUS) ENDORSEMENT- AA 288 01 16 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- WC 00 03 13 CMES, Inc. "FOR INFORMATIONAL PURPOSES ONLY" 6555 McDonough Dr Norcross GA 30093 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Linda A. Slafta / YY ©1988-2015 ACORD CORPORATION. All rinhtR resprvpd The ACORD name and logo are registered marks of ACORD CMES, INC. CONSTRUCTION MANAGEMENT & ENGINEERING SERVICES ROUNDABOUT COMPLETED PROJECTS RFFRENCES No. CMES Project Description /Client Owner Denartment Oridnal Contract Inc Job # Name Name Amount cpm letion Site contact person date Five Forks Trickum Rd Widening, Arnold Mill/Hutchins rd round about & Arcado rd/Lilburn Stone Mountain road Safet /mpvmts - Board of I 7060 Road county county y Commissioner $6,940,002.35 3/1/2009 Hank Collins widening, realignment,intersection & s Engineer pedestrian safety impvmts also includes 3 legs roundabout with landscaping Roundabout at the intersation of Norcross Street/ Warsaw road at 2 10050 Grimes Bridge road, Road Roswell Purchasing 5603,983.59 6/11/2011 1 Charles Phillis Roswell widening/realignment & 5 legs City Department t City Roundabout with landscape Lower Roswell Road(East) road way /mpvmts - consist of addition of sidewalik,trail & bike lanes along a 2.9 mile protion of Lower Roswell road 3 11070 From Davidson road to Timber Ridge e Cobb Department of $8,484,355.00 4/1/2014 Mr. Jeffrey Neiswender road. A 3legs roundabout at the end of County Transportation Office Engineer the project where Lower Roswell road intersect with 1Mlieo road & Timber Ridge dr. Union Hill road Roundabout Board of 4 15130 construct with 3 legs at Shepherds Forsyth county Commissioner $664,683.90 11/6/2016 Tim L. Allen Pond s YAProjecl List created by Contract Department-1025161pn Master File -Progress and Completed Job by Contract Department page 1 of 1 “EXHIBIT C” See Exhibit “A” “EXHIBIT D.1” PERFORMANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT CMES, Inc (as CONTRACTOR, hereinafter referred to as the “Principal”), and __________________________ (as SURETY COMPANY, hereinafter referred to as the “Contractor’s Surety”), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of the City, for the combination of both projects, for the sum of One Million, Eight Hundred Thirty-one Thousand, One Hundred and Thirty-four Dollars ($1,831,134.00), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as ITB 18-PW05, Intersection Improvement Projects (hereinafter referred to as “the Project”), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the “Contract”). NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and alterations thereto that may hereafter be made, and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions, and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto, and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach or default of the Contract: a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) calendar days after written notice from the City to the Contractor’s Surety; and b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor’s Surety hereby waives notice of any and all modifications, omissions, additions, changes, and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys-in-fact, as set forth below. CONTRACTOR (“Principal”): CMES, Inc. By: __________________________ (signature) __________________________ (print) Title: ___________________________ (SEAL) Attest: Date: ___________________________ _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ CONTRACTOR’S SURETY: _________________________ By: __________________________ (signature) __________________________ (print) Title: __________________________ (SEAL) Attest: Date: __________________________ _____________________ (signature) _____________________ (print) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) “EXHIBIT D.2” PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT CMES, Inc (as CONTRACTOR, hereinafter referred to as the “Principal”), and _______________________ (as SURETY COMPANY, hereinafter referred to as the “Contractor’s Surety”), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of any “Claimant,” as hereinafter defined, for the combination of both projects, in the sum of One Million, Eight Hundred Thirty-one Thousand, One Hundred and Thirty-four Dollars ($1,831,134.00), lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as ITB 18-PW05, Intersection Improvement Projects (hereinafter referred to as “the Project”), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the “Contract”). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services, and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A “Claimant” shall be defined herein as any subcontractor, person, party, partnership, corporation, or other entity furnishing labor, services, or materials used or reasonably required for use in the performance of the Contract, without regard to whether such labor, services, or materials were sold, leased, or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any subcontractor performing work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a lien against the property of the City affected by the Contract, the Contractor’s Surety shall either settle or resolve the Claim and shall remove any such Lien by bond or otherwise as provided in the Contract. The parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers, as set forth below. [SIGNATURES ON FOLLOWING PAGE] CONTRACTOR: CMES, Inc. By: __________________________ (signature) __________________________ (printed) Title: __________________________ (SEAL) Date: __________________________ Attest: ______________________ (signature) ______________________ (printed) Title: _________________ Date:__________________ CONTRACTOR’S SURETY: _________________________ By: _________________________ (signature) _________________________ (printed) Title: _________________________ (SEAL) Date: __________________________ Attest: _____________________ (signature) _____________________ (printed) Title: ________________ Date:_________________ (ATTACH SURETY’S POWER OF ATTORNEY) MAINTENANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT CMES , Inc. (as CONTRACTOR, hereinafter referred to as the “Principal” located at 6555 McDonough Dr, Norcross, GA 30093, and _________________________ (as SURETY COMPANY, hereinafter referred to as the “Contractor’s Surety”), are held and firmly bound unto the City of Milton, Georgia (as OWNER, hereinafter referred to as the “City”), for the use and benefit of the City for maintenance of improvements as described below in the sum of Six Hundred and Ten Thousand, Three Hundred Seventy-Eight Dollars ($610,378.00) lawful money of the United States of America, for the payment of which the Principal and the Contractor’s Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement with the City, dated ____________________, which is incorporated herein by reference in its entirety (hereinafter referred to as the “Agreement”), for the construction of certain improvements as contemplated by that project known as Intersection Improvement Projects (hereinafter referred to as the “Project”); and WHEREAS, said Project is to be approved by the City of Milton, under the terms that a maintenance bond is required of said Principal and good and sufficient surety payable to the City, and conditioned that the Principal shall, for a period of two (2) years beginning on ______________, repair and replace any defects arising from the Project in accordance with all applicable federal and state laws, with the Agreement, and with all applicable City regulations, including but not limited to the Code of Ordinances for the City of Milton, Georgia, in force as of the date of said approval. NOW THEREFORE, the conditions of this obligation are as follows: 1. That if the Principal shall repair and/or replace any and all defects arising from the Project, whether resulting from defective materials or defective workmanship; and if the Principal and the Contractor’s Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for costs of maintenance of improvements, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions and requirements described herein, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance by the Principal; a. The Contractor’s Surety shall commence performance of its obligations and undertakings under this bond no later than thirty (30) days after written notice from the City to the Contractor’s Surety; b. The means, method or procedure by which the Contractor’s Surety undertakes to perform its obligations under this bond shall be subject to the advance written approval of the City. The parties further expressly agree that any action on this bond may be brought within the time allowed by Georgia law for suit on contracts under seal. [SIGNATURES ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the Principal and Contractor’s Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers on this ____ day of __________, 2018. CMES, Inc ___________________________________ Signature _______________________________________________ Print Name _______________________________________________ Date _______________________________________________ Title (President or Vice President for Corporation) [AFFIX CORPORATE SEAL] Attest: _____________________________ Signature _______________________________________ Print Name _____________________________ Title ((Assistant) Corporate Secretary) (Name of Contractor’s Surety) ___________________________________ Signature _______________________________________________ Print Name _______________________________________________ Date _______________________________________________ Title [AFFIX SEAL] Attest: _____________________________ Signature _______________________________________ Print Name _____________________________ Title ((Assistant) Corporate Secretary) “EXHIBIT E” NONCOLLUSION AFFIDAVIT OF PRIME BIDDER STATE OF _________________ COUNTY OF _______________ ________________________________________, being first duly sworn, deposes and says that: (1) He is ___________________________(Owner, Partner, Officer, Representative, or Agent) of CMES, Inc. (the “Bidder”) that has submitted the attached Bid; (2) He is fully informed respecting the preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid; (3) Such Bid is genuine and is not a collusive of sham Bid; (4) Neither the said Bidder nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, included in this affidavit, has in any way colluded, conspired, connived, or agreed, directly or indirectly, with any other Bidder, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted or to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or to fix any overhead, profit or cost element of the Bid price of any other Bidder or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against the City of Milton or any person interested in the proposed Contract; and, (5) The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this Affiant. (6) Bidder has not directly or indirectly violated any law, ordinance or regulation related to the Bid. _______________________________________ Signature of Authorized Officer or Agent _______________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _______ DAY OF _________, 20___. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ “EXHIBIT F” FINAL AFFIDAVIT STATE OF __________________ COUNTY OF ________________ TO CITY OF MILTON, GEORGIA I, _______________________________, hereby certify that all suppliers of materials, equipment and service, subcontractors, mechanics, and laborers employed by CMES, Inc or any of its subcontractors in connection with the construction of ITB 18-PW05, Intersection Improvements Project for City of Milton, Georgia have been paid and satisfied in full as of ______________, 20_____, and that there are no outstanding obligations or claims of any kind for the payment of which City of Milton, Georgia on the above named project might be liable, or subject to, in any lawful proceeding at law or in equity. ______________________________ Signature ______________________________ Title Personally appeared before me this ____ day of ________, 20____._______________________, who under oath deposes and says that he is ______________________________ of the firm of CMES, Inc, that he has read the above statement, and that to the best of his knowledge and belief same is an exact true statement. ______________________________ Notary Public [NOTARY SEAL] My Commission Expires ______________________________ “EXHIBIT G.1” STATE OF ____________________ COUNTY OF __________________ CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: _______________________________________ Federal Work Authorization User Identification Number _______________________________________ Date of Authorization CMES, Inc Name of Contractor Intersection Improvement Projects Name of Project _City of Milton, Georgia___________________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______ ___, 20___ in __________ (city), __________ (state). _______________________________________ Signature of Authorized Officer or Agent _______________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _______ DAY OF _________, 20___. _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: ________________________ “EXHIBIT G.2” SUBCONTRACTOR AFFIDAVIT STATE OF ___________________ COUNTY OF _______________ By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with _______________________ (name of contractor) on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub-subcontractor has received an affidavit from any other contracted sub-subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: ____________________________________ Federal Work Authorization User Identification Number _________________________________ Date of Authorization _________________________________ Name of Subcontractor Intersection Improvement Projects Name of Project City of Milton, Georgia______________ Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ______ ___, 201__ in _____(city), ______(state). _________________________________ Signature of Authorized Officer or Agent _______________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ______ DAY OF ______________,201__. _________________________________ NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: _______________________________ “EXHIBIT H” See Exhibit “A” Plans not physically attached to Exhibit A are expressly incorporated by reference. “EXHIBIT I” ADDITIONAL PAYMENT TERMS A. Defined Terms. Terms used in this Agreement shall have their ordinary meaning, unless otherwise defined below or elsewhere in the Contract Documents. (i) “Substantial Completion” means when the Work or designated portion thereof is complete in accordance with the Contract Documents so that any remaining Work includes only (1) Minor Items that can be completed or corrected within the following thirty (30) calendar days, (2) Permitted Incomplete Work that will be completed by the date agreed upon by the Parties, and (3) any Warranty Work. Substantial Completion shall require complete operation of all applicable building systems including, but not limited to, mechanical, electrical, plumbing, fire protection, fire alarm, telecom, data, security, elevators, life safety, and accessibility (if any). (ii) “Minor Item” means a portion or element of the Work that can be totally complete within thirty (30) calendar days. (iii) “Permitted Incomplete Work” means Work that is incomplete through no fault of the Contractor, as determined by the City in its sole discretion. (iv) “Final Completion” means when the Work has been completed in accordance with terms and conditions of the Contract Documents. B. Payment for Work Completed and Costs Incurred. City agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the Contract Administrator and the City that the Work was actually performed and costs actually incurred in accordance with this Agreement. Payment shall be based on the value of the Work completed, as provided in the Contract Documents, plus the value of materials and equipment suitably stored, insured, and protected at the construction site, and, only if approved in writing by the City (which approval shall be given at the sole discretion of the City), such materials and equipment suitably stored, insured, and protected off site at a location approved by the City in writing, less retainage (as described below). Compensation for Work performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed and costs incurred, along with all supporting documents required by the Contract Documents or requested by the City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon final payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. The City shall pay the Contractor within thirty (30) calendar days after approval of the invoice by City staff, less any retainage as described in Section D below. No payments will be made for unauthorized work. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor’s expense. C. Evaluation of Payment Requests. The Contract Administrator will evaluate the Contractor’s applications for payment and will either issue to the City a Certificate for Payment (with a copy of the Contractor’s application for payment) for such amount as the Contract Administrator determines is properly due, or notify the Contractor and City in writing of the Contract Administrator’s reasons for withholding certification in whole or in part. The Contract Administrator may reject Work that does not conform to the Contract Documents and may withhold a Certificate of Payment in whole or in part, to the extent reasonably necessary to protect the City. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. Even following a Certificate of Payment, the City shall have the right to refuse payment of any invoice or part thereof that is not properly supported, or where requests for payment for Work or costs are in excess of the actual Work performed or costs incurred, or where the Work product provided is unacceptable or not in conformity with the Contract Documents, as determined by the City in its sole discretion. The City shall pay each such invoice or portion thereof as approved, provided that neither the approval or payment of any such invoice, nor partial or entire use or occupancy of the Project by the City, shall be considered to be evidence of performance by the Contractor to the point indicated by such invoice, or of receipt or acceptance by the City of Work covered by such invoice, where such work is not in accordance with the Contract Documents. D. Final Payment and Retainage. The City and Contractor shall comply with the provisions of O.C.G.A. § 13-10-80. The Contractor through each invoice may request payment of no more than ninety percent (90%) of that portion of the Work completed during the term covered by such invoice until fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City. Payment for the remaining ten percent (10%) of Work completed and covered by such invoices shall be retained by the City until Substantial Completion. Once fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City, no additional retainage shall be withheld, except as provided below. All amounts retained by the City shall be held as a lump sum until Substantial Completion of the Work, regardless of earlier completion of individual component(s) of the Work; provided, however, that, at the discretion of the City and with the written approval of the Contractor, the retainage of each subcontractor may be released separately as the subcontractor completes his or her work. If, after discontinuing the retention, the City determines that the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the City, the Contractor and subcontractors shall be entitled to resume withholding retainage accordingly. At Substantial Completion of the Work and as the Contract Administrator determines the Work to be reasonably satisfactory, the City shall, within 30 days after the invoice and other appropriate documentation as may be required by the Contract Documents are provided to the City, pay the retainage to the Contractor. If at that time there are any remaining incomplete Minor Items or Permitted Incomplete Work, an amount equal to 200 percent of the value of each Minor Item or Permitted Incomplete Work, as determined by the Contract Administrator in its sole discretion, shall be withheld until such item, items or work are completed. The reduced retainage shall be shared by the Contractor and subcontractors as their interests may appear. The Contractor shall, within ten (10) days from its receipt of retainage from the City, pass through payments to subcontractors and shall reduce each subcontractor’s retainage in the same manner as the Contractor’s retainage is reduced by the City; provided, however, that the value of each subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the subcontractor is proceeding satisfactorily and the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the Contractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. The subcontractor shall, within ten (10) days from the subcontractor’s receipt of retainage from the Contractor, pass through payments to lower tier subcontractors and shall reduce each lower tier subcontractor’s retainage in the same manner as the subcontractor’s retainage is reduced by the Contractor; provided, however, that the value of each lower tier subcontractor’s work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the lower tier subcontractor is proceeding satisfactorily and the lower tier subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the subcontractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. Final payment of any retained amounts to the Contractor shall be made after certification by the Contract Administrator that the Work has been satisfactorily completed and is accepted in accordance with the Agreement and Contract Documents. Neither final payment nor any remaining retainage shall become due until the Contractor submits to the Contract Administrator (1) an affidavit (as exemplified in Exhibit “F” of this Agreement) that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or City property might be responsible or encumbered (less amounts withheld by City) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance, required by the Contract Documents to remain in force after final payment, is currently in effect and will not be canceled or allowed to expire until at least thirty (30) calendar days prior written notice has been given to the City; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) a release or waiver of liens, claims, security interests, and encumbrances by all subcontractors and material suppliers, and (6), if required by the City, other data establishing payment or satisfaction of obligations, such as receipts, to the extent and in such form as may be designated by the City. If a subcontractor or material supplier refuses to furnish a release or waiver as required by the City, the Contractor may furnish a bond satisfactory to the City to indemnify the City against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the City all money that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys’ fees. Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of claims by that payee, except those claims previously made in writing and identified by that payee as unsettled at the time of final application for payment. “EXHIBIT J” – “EXHIBIT L” Reserved. “EXHIBIT M” Contractor Responsibility for Project and Worksite During Construction 1. Maintenance of Worksite: The Contractor shall maintain the Project and the surrounding worksite from the Commencement Date until Final Completion of the Project. Such maintenance duties include, but shall not be limited to, continuous and effective prosecution of the Work day by day with adequate equipment and forces to ensure that the roadway or structures within the Project worksite are kept in satisfactory condition at all times. All existing guard rail, signs, pavement, pavement markings, bridge handrail, traffic control devices and other safety appurtenances that are not subject to removal or relocation in the completion of the Work shall also be maintained in a safe and satisfactory condition. The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight distance. The Contractor shall, as necessary to keep the worksite clean and clear of all litter and debris, clean up and remove litter and debris. The Contractor shall, at intervals not to exceed 6 months, remove all weeds from around guard rail, barrier, poles, standards, utility facilities, and other structures, and cut or trim trees, bushes, or tall grass. These requirements shall apply to all areas within the Project worksite (i.e., the Project termini and lateral limits). All maintenance costs during construction and before the Work is accepted will be included in the Maximum Contract Price (and any individual flat fee or unit prices), and the Contractor will not be paid any additional compensation for such maintenance services. 2. Repair of Worksite and Private Property In the Case of Damage: From the Commencement Date until the Final Completion, the Contractor shall take every precaution against injury or damage to any part of the Project and the surrounding worksite by any cause whatsoever. The Contractor shall rebuild, repair, restore, and make good all injuries or damages to any portion of the Project or the worksite (with the exception of injury or damage caused by the sole negligence of the Owner) before Final Completion and shall bear the expense thereof. In case of suspension of Work from any cause whatsoever, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Project, provide for normal drainage and shall erect any necessary temporary structures, signs, or other facilities at its expense. Where the City elects to carry out a portion of the Work, in accordance with Section 11(A)(ii) of the Agreement, the City will determine if certain precautions are unnecessary and may be waived in that instance. The Contractor shall also take every precaution against injury or damage to private property in or around the worksite and shall repair or replace any private property damaged (directly or indirectly) by the Work. For purposes of progress payments and retainage calculation, and except where otherwise approved by the City in writing, damage to the Project or the worksite shall be repaired to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. Further, except where otherwise approved by the City in writing, any damage to private property in or around the worksite, which damage is caused by the Contractor, shall be repaired or otherwise addressed to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. 3. Roadway Maintenance and Repair Duties in Relation to Traffic Activity: If the Project requires that traffic be maintained through the Project worksite during the prosecution of the Work, the Contractor shall assume all responsibility for damage to the Project and surrounding worksite caused by such traffic until Final Completion of the Work. If the Work requires that traffic be relocated to an alternate roadway or the Project is constructed on a new location, the Contractor shall be responsible for all damage to the Project and the worksite until the City directs that the Project be opened to traffic. At that time, the Contractor will no longer be responsible for traffic-related damage to the Project or worksite other than damage attributable to the Contractor’s actions or inadequate construction. TO: FROM: AGENDA ITEM: MEETING DATE: MILTON ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 29, 2018 Steven Krokoff, City Manager Approval of Easement Agreements for Drainage Areas with West Birmingham Road Bridge Replacement Project. Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: Q -APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (,YES () NO CITY ATTORNEY REVIEW REQUIRED: (-KYES () NO APPROVAL BY CITY ATTORNEY: (,XPPROVED () NOT APPROVED PLACED ON AGENDA FOR: 0c, /0l zc- 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: Sara Leaders, PE, Transportation Engineer Date: Submitted on May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of Easement Agreements for Drainage Areas with West Birmingham Road Bridge Replacement Project _____________________________________________________________________________________ Department Recommendation: Approval Executive Summary: The West Birmingham Road Bridge between Freemanville Road and Milton Point is part of the Capital Improvement Program for replacement. Plans have been developed and easements that are needed to construct and maintain the improvements are being acquired. The easement agreements for drainage areas include a signature by the City of Milton accepting the conditions of Grantee of the easements. Funding and Fiscal Impact: None Alternatives: None Legal Review: Sarah VanVolkenburgh – Jarrard & Davis (5/18/18) Concurrent Review: Steve Krokoff, City Manager Attachment(s): Easement Agreement for Drainage Areas Parcel 1 Easement Agreement for Drainage Areas Parcel 3 After recording, return to: Paul N. Higbee, Jr. Jarrard & Davis, LLP 105 Pilgrim Village Drive Suite 200 Cumming, Georgia 300040 EASEMENT AGREEMENT FOR DRAINAGE AREAS THIS EASEMENT AGREEMENT FOR DRAINAGE AREAS (hereinafter referred to as this "Agreement') is made this 1$ day of FtM , 2014 by and between Jennifer Weaver and Charles Weaver (hereinafter referred to as the "Grantor"), and The City of Milton, Georgia (hereinafter referred to as the "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of certain real property lying and being in Land Lot 409 of the 2nd District, 2nd Section of Fulton County, Georgia, said real property being located at 1500 Birmingham Road, City of Milton, Fulton County, Georgia (hereinafter referred to as the "Grantor's Property"); and WHEREAS, Grantor has agreed, upon the terms and conditions hereinafter set forth, to grant an easement to Grantee over and upon certain portions of Grantor's Property as more particularly shown/described on Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as the "Easement Property"); and WHEREAS, Grantor acknowledges receipt of sufficient consideration, including but not limited to the benefit to Grantor's Property from the existence and maintenance of the Drainage Facilities, as defined below, for the use of the Drainage Easement described herein; and WHEREAS, the easement is hereby intended to provide Grantee, its successors and assigns, access to and use of certain storm water drainage facilities now or hereafter located on and about the Grantor's Property. FOR AND IN CONSIDERATION OF the above premises and the sum of TEN AND NO/ 100 DOLLARS ($10.00) in hand paid by Grantee to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Grantor and Grantee do hereby agree as follows: 1. Grant of Access Easement. Subject to the terms and conditions provided herein, Grantor does hereby grant to Grantee a perpetual easement of access, ingress, egress, passage and use, for both vehicular and pedestrian traffic, on, over, across, and upon the property more particularly shown on Exhibit "A" attached hereto and by this reference made a part hereof. Said easement is granted for the purpose of allowing Grantee to operate and maintain the Drainage Facilities and related infrastructure, and the parties intend for this Agreement to be construed to grant to Grantee all power and authority necessary and appropriate for Grantee to operate and maintain the Drainage Facilities. 2. Grant of Drainage Easement. Subject to the terms and conditions provided herein, Grantor does hereby grant to Grantee a perpetual, exclusive easement to discharge storm water flows into and onto any and all drainage lines and related facilities and equipment, now or hereafter located on, under, across and through the Grantor's Property (hereinafter referred to collectively as the "Drainage Facilities," more specifically described in Exhibit "A" ). Grantee, at its sole expense, shall maintain the Drainage Facilities in compliance with all applicable City, County, State and Federal laws and regulations. Grantor and Grantee agree that, in the event of an emergency Grantee, through its employees, agents and/or contractors, shall have the right, but not the obligation, to enter upon the Drainage Facilities for the purpose of conducting such inspection and/or maintenance thereon as may be reasonable and necessary. 3. Conditions and Obligations with Respect to the Easements. The easement granted herein and use thereof are subject to the following terms and conditions: (a) In performing any repair and/or maintenance activities permitted hereunder, Grantee shall minimize any damage to the Easement Property, and, after completing such work, shall remove all debris resulting from such work from the Easement Property and shall immediately restore the Easement Property to its condition prior to the commencement of the work, including without limitation, the reseeding with grass and fertilizing of any disturbed portions of the Easement Property and the repairing of any drives, streets, roadways and/or sidewalks damaged by such repair and/or maintenance activities. (b) All repair and maintenance activities conducted on the Easement Property or in connection with the Drainage Facilities shall be done in a good and workmanlike manner. Grantee shall obtain all necessary permits, if any, required for said work, and any such work shall be at Grantee's sole cost and expense, and shall comply with all applicable statutes, codes, laws, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all federal, state, county, municipal and other governments, departments, commissions, boards, courts, authorities, officials and officers. (c) Grantor reserves the right to use the Easement Property for any and all other purposes not inconsistent with and in a manner which shall not interfere with or obstruct the use, maintenance and repair of the Drainage Facilities. 4. Successors and Assigns. The easement contained herein shall run with and be appurtenant to the Grantee's easement interest over the Grantor's Property and shall run with title to and burden the Easement Property and the Drainage Facilities forever and shall be binding upon and inure to the benefit of and be enforceable by the heirs, legal representatives, successors, assigns and successors -in -title of Grantor and Grantee. All obligations of Grantor and Grantee hereunder shall be binding upon their respective successors -in -title and assigns; provided the covenants and obligations herein are only personal to and enforceable against Grantor and Grantee or their successors -in -title, as the case may be, owning title to the respective properties at the time any liability or claim arising under this Agreement shall have accrued; it being intended that upon the conveyance of title by a party, the party conveying title shall thereupon be released of any liability hereunder as to the property conveyed for any breach of this Agreement or claim arising under this Agreement accruing after the date of such conveyance. 5. Taxes. Grantor and Grantee acknowledge and agree that Grantor shall pay all real estate taxes and assessments, if any, levied against the Easement Property. 6. Breach and Remedies. This Agreement shall create a privity of contract and/or estate with and between Grantor and Grantee. In the event of a breach or default, or attempted or threatened breach or default by any party hereto of any of the terms, covenants and conditions hereof, which shall not have been cured within ninety (90) days following receipt by the other party of written notice from the complaining party, the complaining party shall be entitled to: (a) full and adequate relief by injunction and/or all such other available legal and equitable remedies from the consequence of such breach or default, and (b) the right to cure any breach or default hereunder. All costs and expenses of any such suit or proceeding and all costs of curing such breach or default shall be assessed against the offending, breaching party. 7. Notice. All notices shall be in writing and shall be deemed to have been properly given on the earlier of. (i) when delivered in person, (ii) when deposited in the United States Mail, with adequate postage, and sent by registered or certified mail with return receipt requested, to the appropriate party at the address set out below, or (iii) when deposited with Federal Express, Express Mail or other overnight delivery service for next day delivery, addressed to the appropriate party at the address set out below. Grantor: Jennifer and Charles Weaver 1500 Birmingham Road Milton, Georgia 30004 Grantee: City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, Georgia 30004 With a cobv to: Jarrard & Davis, LLP 105 Pilgrim Village Drive, Suite 200 Cumming, GA 30040 Fax No.: (678) 455-7149 Rejection or other refusal by the addressee to accept, or the inability of the courier service or the United States Postal Service to deliver because of a changed address of which no notice was given, shall be deemed to be receipt of the notice sent. Any party shall have the right, from time to time, to change the address to which notices to it shall be sent by giving to the other party or parties at least ten (10) days prior written notice of the changed address. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and understanding between Grantor and Grantee relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 9. Severability. The validity of any one of the covenants, agreements, conditions or provisions of this Agreement or any portion thereof shall not affect the remaining portions thereof or any part thereof, and this Agreement shall be construed as if such covenant, agreement, condition or provision had not been inserted herein. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the day and year first above written. [SIGNATURES ON THE FOLLOWING PAGES] Signed, sealed and delivered in the presence of: ,,111/111/11' eaF3 WiiT1ess• � 1'••• • 1w EXPIRES • R atm -- N RBU09. do .. A G••: BL�•. My c "OILs: ��®®000601, [AFFIX NOTARIAL SEAL OR STAMP] Signed, sealed and delivered in the presence of: Witness Notary Public My commission expires: [AFFIX NOTARIAL SEAL OR STAMP] GRANTOR: 1 We ver Charles Weaver I V.112109l99 City of Milton, Georgia By: Joe Lockwood, Mayor Attest: City Clerk EXHIBIT "A" Permanent Easement #1 All that tract or parcel of land lying and being in Land Lot 409 of the 2nd District, 2nd Section of Fulton County, Georgia and being more particularly described as follows: To find The True Point of Beginning, commence at a 3/4" open top pipe found on the northerly right of way (60'R/W) of Birmingham Road where it intersects the common line between Land Lot 409 & Land Lot 410, said 3/4" open top pipe having Georgia State Plane Coordinates of N:1514762.04 and E:2251461.61; thence, proceed along the said right of way of Birmingham Road South 77 degrees 43 minutes 30 seconds East for a distance of 215.84 feet to a point and The True Point of Beginning. From The True Point of Beginning, as thus established, and departing said right of way, proceed North 12 degrees 16 minutes 30 seconds East for a distance of 40.00 feet to a point; thence South 77 degrees 43 minutes 30 seconds East for a distance of 91.56 feet to a point; thence South 00 degrees 18 minutes 27 seconds East for a distance of 40.98 feet to a point on the said right of way of Birmingham Road; thence along said right of way North 77 degrees 43 minutes 30 seconds West for a distance of 100.49 feet to a point and The True Point of Beginning. Containing within said bounds 0.088 acres (3,841 square feet) according to a survey for the City of Milton by Moreland Altobelli and Associates, dated 06-12-2015. Said survey is incorporated herein by specific reference for amore complete and accurate description. •"'3J er"'xe — — — — — — — — — — — — — — — — — — — — — — �a' wum artutm hzo'vxrv��e zcccss ciseinuf —�� 8� pii; "Wgs (3 1 �f 1 / 1 I 92 -------- I vs� g'y WS b Fy $ pi y3h�q O `ill" .\ --- -------- �IL'i 11 e� I 92 I vs� g'y WS b Fy $ y3h�q O `ill" , a After recording, return to; Paul N. Higbee, Jr. Jarrard & Davis, LLP 105 Pilgrim Village Drive Suite 200 Cumming, Georgia 300040 EASEMENT AGREEMENT FOR DRAINAGE AREAS THIS EASEMENT AGREEMENT FOR DRAINAGE AREAS (hereinafter referred to as this "Agreement') is made this day of — -, 2014, by and between Karl E. Clough and Marina A. Clough (hereinafter referred to as the "Grantor"), and The City of Milton, Georgia (hereinafter referred to as the "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of certain real property lying and being in Land Lot 409 of the 2nd District, 2nd Section of Fulton County, Georgia, said real property being located at 1520 Birmingham Road, City of Milton, Fulton County, Georgia (hereinafter referred to as the "Grantor's Property"); and WHEREAS, Grantor has agreed, upon the terms and conditions hereinafter set forth, to grant an easement to Grantee over and upon certain portions of Grantor's Property as more particularly shown/described on Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as the "Easement Property"); and WHEREAS, Grantor acknowledges receipt of sufficient consideration, including but not limited to the benefit to Grantor's Property from the existence and maintenance of the Drainage Facilities, as defined below, for the use of the Drainage Easement described herein; and WHEREAS, the easement is hereby intended to provide Grantee, its successors and assigns, access to and use of certain storm water drainage facilities now or hereafter located on and about the Grantor's Property. FOR AND IN CONSIDERATION OF the above premises and the sum of TEN AND NO/100 DOLLARS ($10.00) in hand paid by Grantee to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Grantor and Grantee do hereby agree as follows: 1. Grant of Access Easement. Subject to the teens and conditions provided herein, Grantor does hereby grant to Grantee a perpetual easement of access, ingress, egress, passage and use, for both vehicular and pedestrian traffic, on, over, across, and upon the property more particularly shown on Exhibit "A" attached hereto and by this reference made a part hereof. Said easement is granted for the purpose of allowing Grantee to operate and maintain the Drainage Facilities and related infrastructure, and the parties intend for this Agreement to be construed to grant to Grantee all power and authority necessary and appropriate for Grantee to operate and maintain the Drainage Facilities. 2. Grant of Drainage Easement. Subject to the terms and conditions provided herein, Grantor does hereby grant to Grantee a perpetual, exclusive easement to discharge storm water flows into and onto any and all drainage lines and related facilities and equipment, now or hereafter located on; under, across and through the Grantor's Property (hereinafter referred to collectively as the "Drainage Facilities," more specifically described in Exhibit "A" ). Grantee, at its sole expense, shall maintain the Drainage Facilities in compliance with all applicable City, County, State and Federal laws and regulations. Grantor and Grantee agree that, in the event of an emergency Grantee, through its employees, agents and/or contractors, shall have the right, but not the obligation, to enter upon the Drainage Facilities for the purpose of conducting such inspection and/or maintenance thereon as may be reasonable and necessary. 3. Conditions and Obligations with Respect to the Easements. The easement granted herein and use thereof are subject to the following terms and conditions: (a) In performing any repair and/or maintenance activities permitted hereunder, Grantee shall minimize any damage to the Easement Property, and, after completing such work, shall remove all debris resulting from such work from the Easement Property and shall immediately restore the Easement Property to its condition prior to the commencement of the work, including without limitation, the reseeding with grass and fertilizing of any disturbed portions of the Easement Property and the repairing of any drives; streets, roadways and/or sidewalks dainaged by such repair and/or maintenance activities. (b) All repair and maintenance activities conducted on the Easement Property or in connection with the Drainage Facilities shall be done in a good and workmanlike manner. Grantee shall obtain all necessary permits, if any, required for said work, and any such work shall be at Grantee's sole cost and expense, and shall comply with all applicable statutes, codes, laws, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all federal, state, county, municipal and other governments, departments, commissions, boards, courts, authorities, officials and officers. (c) Grantor reserves the right to use the Easement Property for any and all other purposes not inconsistent with and in a manner which shall not interfere with or obstruct the use, maintenance and repair of the Drainage Facilities. 4. Successors and Assigns. The easement contained herein shall run with and be appurtenant to the Grantee's easement interest over the Grantor's Property and shall run with title to and burden the Easement Property and the Drainage Facilities forever and shall be binding upon and inure to the benefit of and be enforceable by the heirs, legal representatives, successors, assigns and successors -in -title of Grantor and Grantee. All obligations of Grantor and Grantee hereunder shall be binding upon their respective successors -in -title and assigns; provided the covenants and obligations herein are only personal to and enforceable against Grantor and Grantee or their successors -in -title, as the case may be, owning title to the respective properties at the time any liability or claim arising under this Agreement shall have accrued; it being intended that upon the conveyance of title by a party, the party conveying title shall thereupon be released of any liability hereunder as to the property conveyed for any breach of this Agreement or claim arising under this Agreement accruing after the date of such conveyance. 5. Taxes. Grantor and Grantee acknowledge and agree that Grantor shall pay all real estate taxes and assessments, if any, levied against the Easement Property. 6. Breach and Remedies. This Agreement shall create a privity of contract and/or estate with and between Grantor and Grantee. In the event of a breach or default, or attempted or threatened breach or default by any party hereto of any of the terms, covenants and conditions hereof, which shall not have been cured within ninety (90) days following receipt by the other party of written notice from the complaining party, the complaining party shall be entitled to: (a) full and adequate relief by injunction and/or all such other available legal and equitable remedies from the consequence of such breach or default, and (b) the right to cure any breach or default hereunder. All costs and expenses of any such suit or proceeding and all costs of curing such breach or default shall be assessed against the offending, breaching party. 7. Notice. All notices shall be in writing and shall be deemed to have been properly given on the earlier of: (i) when delivered in person, (ii) when deposited in the United States Mail, with adequate postage, and sent by registered or certified mail with return receipt requested, to the appropriate party at the address set out below, or (iii) when deposited with Federal Express, Express Mail or other overnight delivery service for next day delivery, addressed to the appropriate party at the address set out below. Grantor: Karl E. Clough and Marina A. Clough 1.520 Birmingham Road Milton, Georgia 30004 Grantee: City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, Georgia 30004 With a copes Jarrard & Davis, LLP 105 Pilgrim Village Drive, Suite 200 Cumming, GA 30040 Fax No.; (678) 455-7149 Rejection or other refusal by the addressee to accept, or the inability of the courier service or the United States Postal Service to deliver because of a changed address of which no notice was given, shall be deemed to be receipt of the notice sent. Any party shall have the right, from time to time, to change the address to which notices to it shall be sent by giving to the other party or parties at least ten (10) days prior written notice of the changed address. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and understanding between Grantor and Grantee relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 9. Severability. The validity of any one of the covenants, agreements, conditions or provisions of this Agreement or any portion thereof shall not affect the remaining portions thereof or any part thereof, and this Agreement shall be construed as if such covenant, agreement, condition or provision had not been inserted herein. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the day and year first above written. [SIGNATURES ON THE FOLLOWING PAGES] Signed, sealed and delivered in the presence of: Witn ,RY••�� •r; 0P •, • � � �aE ti Not�y0 V-'-'�W.ec'-1119' . V Mycd; i fIp��r�.` C1R,S; [AFFIX NOTARIAL SEAL OR STAMP] Signed, sealed and delivered in the• presence of: Witness Notary Public My commission expires: [AFFIX NOTARIAL SEAL OR STAMP] GRANTOR: Karl ..Clough ", A4. Marina A. Clough GRANTEE City of Milton, Georgia By: Joe Lockwood, Mayor Attest: City Clerk EXHIBIT "A" Permanent Easement #3 All that tract or parcel of land lying and being in Land Lot 409 of the 2nd District, 2nd Section of Fulton County, Georgiaand being more particularly described as follows: To find The True Point of Beginning, commence at a 3/4" open top pipe found along the northerly right of way (60'R/W) of Birmingham Road where it. intersects the common line 'between Land Lot 409 & Land Lot 410, said 3/4" open top pipe having Georgia State Plane Coordinates of N:1514762.04 and E:2251461.61; the proceed along the said right of way of Birmingham Road South 77 degrees 43 minutes 49 seconds East for a distance of 398.25 feet to a point and The True Point of Beginning. From The True Point of Beginning, as thus established, and departing said right of way, proceed North 00 degrees 16 minutes 17 seconds West for a'distance of 20.49 feet to a point; thence South 77 degrees 44 minutes 01 second East for a distance of 28.72 feet to a point; thence South 12 degrees 11 minutes 34 seconds West for a distance of 19.97 feet to a point on the said right of way of Birmingham Road; thence along said right of way North 77 degrees 48 minutes 24 seconds West for a distance of 24.30 feet to a point and The True Point of Beginning. Containing within said bounds 0.012 acres (530 square feet) according to a survey for the City of Milton by Moreland Altobelli and Associates, dated 06-12-2015. Said survey is incorporated herein by specific reference for a more complete and accurate description. 7 -----------a— fASE�¢M — ----- U v�"wn m� JulN ik a no ��ILLi s� as Q3 - U v�"wn m� JulN ik a 1ll —'.',---�--- - m� a ��ILLi s� as Z O LL O m� a Z O LL O MILTO�l ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 29, 2018 �\ FROM: Steven Krokoff, City Manager' AGENDA ITEM: Approval of Contract with Slavin Management Consultants to Conduct an Executive Search for the Position of Community Development Director MEETING DATE: Monday, June 4, 2018 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: (, /YES () NO CITY ATTORNEY REVIEW REQUIRED: (,AYES () NO APPROVAL BY CITY ATTORNEY: (�I PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 061u,11 Z�' E- 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: Sam Trager, Director of Human Resources Date: May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of Contract with Slavin Management Consultants to Conduct an Executive Search for the Position of Community Development Director _____________________________________________________________________________________ Project Description: Slavin Management Consultants will conduct a search for the position of Community Development Director. Scope will include advertising, accepting and screening applications, developing short list of finalist and guiding interview process. Procurement Summary: Purchasing method used: Professional Services Account Number: 100-7410-521200000 Requisition Total: $22,822.50 Vendor DBA: Slavin Management Consultants Other quotes or bids submitted (vendor/$): NA Vendor/Firm Quote/Bid Financial Review: Bernadette Harvill, May 29, 2018 Legal Review: Sam Van Valkenburgh, Jarrard and Davis on May 18, 2018. Attachment(s): Slavin Search Services Agreement SEARCH SERVICES AGREEMENT CITY OF MILTON, GEORGIA DIRECTOR OF COMMUNITY DEVELOPMENT This Agreement, made and entered into on this _day of , 2018, by and between the City of Milton, Georgia (hereinafter referred to as "Client") and Robert E. Slavin, Inc. d/b/a Slavin Management Consultants (hereinafter referred to as "Contractor"), is for the providing of consulting services related to the executive recruitment of a Director of Community Development. The parties hereto agree to the following provisions: (a) For the consulting services to be provided, Client will pay Contractor the fixed sum of $15,215.00 for professional fees. (b) Contractor will also be reimbursed for its actual expenses. Expenses will not exceed 50% of the professional fee ($7,607.50) and will include such items as travel, advertising, telephone, background checks, administrative/ word processing support, supplies, report production and other directly related costs. (c) Contractor will submit three equal monthly invoices each in the amount of 30% of professional fee ($4,564.50). Our final invoice covering the remaining 10% of the professional fee ($1,521.50) will be submitted approximately thirty (30) days after satisfactory completion of the project. All invoices are payable 30 days from receipt. Actual expenses will also be included as incurred. (d) Client's liability to Contractor for professional services under this agreement shall not exceed the agreed upon price ($22.822.50) unless an increase is so authorized in writing and in accordance with Client's purchasing policy. (e) Contractor's liability to Client for loss or damage resulting from errors, omissions, or negligent acts of the Contractor occurring during the rendering of these services shall not exceed the amount paid by Client for services rendered. Contractor's liability shall not include liability to the extent of damage caused by or resulting from the negligence of the Client, its agents, or employees. (f) The Contractor shall begin work promptly upon execution of this Agreement and the parties anticipate that the work will continue for . Either party may terminate this agreement by the giving of ten (10) days written notice to the other party, provided that one of the following stipulations are satisfied: 1) If termination is effected by Client, the Client will pay Contractor for all work performed through and including the date of termination; OR 2) If termination is effected by Contractor, the Contractor will complete work for all compensation received and issue a final invoice for services performed through and including the date of termination, which invoice shall be paid by Client within thirty (30) days. If this Agreement is terminated by either party before the retention of a Director of Community Development by Client, Contractor shall provide Client with a final summary of all work performed, a list of candidates contacted or considered by Contractor for the open position, and copies of any materials gathered for such candidates (such as background check reports). (g) Contractor's ability to carry out the work required is heavily dependent upon past experience in providing similar services to others, and we expect to continue to perform such work in the future. The confidential nature of any information received from Client or developed during the work will be preserved in accordance with Contractor's professional standards, provided that the Contractor shall comply with all applicable provisions of 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. (h) Contractor assures employment of the best efforts to carry out the work required. The results obtained, recommendations and any written material provided will represent Contractor's best judgment based on the information available. (i) Contractor carries sufficient general liability, workers compensation, and professional liability insurance which are in effect and will remain in effect throughout the duration of this project. (j) The parties acknowledge that due to the Client's ability to terminate this Agreement for convenience, this Agreement does not create a multi-year debt obligation such as would place it squarely within the requirements of O.C.G.A. § 36-60-13. (k) 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, Contractor agrees that, during performance of this Agreement, Contractor, 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, Contractor 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. (1) Sovereign Immunity; Indemnification: Nothing contained in this Agreement shall be construed to be a waiver of Client's sovereign immunity or any individual's qualified, good faith or official immunities. (m) Independent Contractor: Contractor and Client hereby covenant and declare that each is engaged in an independent business and Contractor agrees to perform all services under the Agreement as an independent contractor and not as the agent or employee of Client. (n) 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. (o) Ethics Code; Conflict of Interest. Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of its knowledge no circumstances exist which will cause a conflict of interest in performing the work. Contractor and Client acknowledge that it is prohibited for any person to offer, give, or agree to give any Client employee or official, or for any Client 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. Contractor and Client 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 consultant or higher tier sub -consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. (p) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia, or the U.S. District Court for the Northern District of Georgia. Contractor shall maintain all required legal licenses and other certifications required to perform the services contemplated by this Agreement. (q) Employment of Unauthorized Aliens Prohibited - E -Verify Affidavit: Pursuant to O.C.G.A. § 13-10-91, Client shall not enter into a contract for the physical performance of services unless Contractor shall provide evidence on the forms, attached hereto as Exhibits "A" and "B" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "A", and submitted such affidavit to Client. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300- 10-1-.02. In the event Contractor employs or contracts with any subcontractor(s) in connection with the Agreement, Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10- 1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "B", which subcontractor affidavit shall become part of the Contractor/subcontractor agreement. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to Client within five (5) business days of receipt from any subcontractor. Contractor and Contractor's subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Contractor agrees that the employee -number category designated below is applicable to it: 500 or more employees 100 or more employees Fewer than 100 employees Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with the Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of state and federal law, and shall be construed to be in conformity with those laws. [SIGNATURES ON FOLLOWING PAGE] ROBERT E. SLAVIN, INC. D/B/A SLAVIN MANAGEMENT CONSULTANTS by: Robert E. Slavin, President 111a -�Zoe Date Accepted for: THE CITY OF MILTON, GEORGIA by: Joe Lockwood, Mayor Date Attest: Sudie AM Gordon, City Clerk Approved as to Form: City Attorney [CITY SEAL] EXHIBIT "A" STATE OF &egQ1;t• COUNTY OF GtU�tvlvl� CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton, Georgia has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: �7ya7c/ Federal Work Authorization User Identification Number Sep�c►•nb er z4, Z oo`l Date of Authorization Robert E. Slavin, Inc. d/b/a Slavin Management Consultants Name of Contractor Search for Director of Community Development Name of Project Milton, Georgia Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ZZ, 201 8'in A61 -C-' 26S (city), Let'gl a (state). Signature of Authorized Officer or Agent ( 1 E S(G J1 Vl /�i'�S/GP.Prr l� Printed Name and Title of uthorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE 2,744 DAY OF 20 NOTARY . , • T •F,Sy ```F''��i .. 9 hc�P' Q"V }} SLAVIN MANAGEMENT CONSULTANTS May 22, 2018 Mr. Sam Trager Director of Human Resources City of Milton Milton City Hall 2006 Heritage Walk Milton, Georgia 30004 Re: Director of Community Development Placement Guarantee Dear Sam, The purpose of this letter is to provide the following assurances to the City of Milton concerning the upcoming search for the City's next Director of Community Development: 1. Slavin Management Consultants (SMC) will continue to work for the City of Milton until a satisfactory candidate is selected and accepts employment with the City. 2. SMC guarantees our work and will redo the search if the position is vacated, for any reason, within two years of the employment date of a candidate selected by the City through our efforts. We are looking forward to working with the City on this critical assignment. Sincerely, SL MANAGEMENT CONSULTANTS Robert E. Slavin, President 3040 Holcomb Bridge Road • Suite Al • Norcross, GA 30071-1357 • (770) 449-4656 • FAX (770) 416-0848 TO: FROM: AGENDA ITEM: MEETING DATE: Mlt__TON�t ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 29, 2018 Steven Krokoff, City Manager - Approval of a Task Order to Provide Pre -Construction Support for Northeast Crabapple Connector Project. Monday, June 4, 2018 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: (.IVYES () NO CITY ATTORNEY REVIEW REQUIRED: ( J�S'ES () NO APPROVAL BY CITY ATTORNEY: (,J. -APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 0010Y12°46 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltongo.us I www.cityofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Sara Leaders, PE, Transportation Engineer Date: May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of a Task Order to Provide Pre-Construction Support for Northeast Crabapple Connector Project _____________________________________________________________________________________ Project Description: The City is requesting pre-construction services for the Northeast Crabapple Connector project. The services to be provided under this task order are for plan review, constructability review, attend meetings as requested by City, right of way coordination, bid preparation, and review of bids. Procurement Summary: Purchasing method used: Task Order Related to Original RFP Account Number: 335-4101-541400003 Requisition Total: $10,000 Vendor: BM&K, PC Financial Review: Bernadette Harvill, May 29, 2018 Legal Review: Sam VanVolkenburgh – Jarrard & Davis (5/14/18) Attachment(s): Task Order TASK ORDER TO PROVIDE PRE-CONSTRUCTION SERVICES FOR NORTHEAST CRABAPPLE CONNECTOR PROJECT THIS TASK ORDER between the parties is entered into pursuant to Professional Services Agreement (RFQ #17-PW01), incorporated herein by reference, and shall serve as authorization by City of Milton to BM&K, P.C. (referred to herein alternately as “Consultant” and “BM&K”) to perform the services described herein pursuant to the terms and conditions, mutual covenants and promises provided herein and in the Professional Services Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows: Description of Services: The City is requesting pre-construction services for the Crabapple Northeast Connector project. The services to be provided under this task order are for plan review, constructability review, attend meetings as requested by City, right of way coordination, bid preparation, and review of bids. Timing: This task order will take effect immediately and be completed when a construction contract has been awarded, which is expected to be within six months of notice to proceed by the City. Compensation: This task order shall not exceed $10,000 based upon the rates that are part of the Agreement. Attachments: Plan Layout Approved by City Council City Attorney Approval as to Form _____________________________ _____________________________ Mayor _____________________________ Date See following page for additional signatures CITY OF MILTON: CONSULTANT: By: __________________________ By: ________________________________ Steve Krokoff, City Manager Title:_______________________________ Name:______________________________ Date: ________________________ Date: ______________________________ Page is too large to OCR. TO: FROM: MILTO�'11116 ESTABLISHED 2DD6 CITY COUNCIL AGENDA ITEM City Council DATE: May 29, 2018 Steven Krokoff, City Manager AGENDA ITEM: Approval of a Task Order to Provide Construction Inspection for Freemanville Road at Providence Road Intersection Improvements. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (,,4 PPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (,AYES () NO CITY ATTORNEY REVIEW REQUIRED: (.-KYES () NO APPROVAL BY CITY ATTORNEY: (,k<PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 00011,1016 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: Sara Leaders, PE, Transportation Engineer Date: May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of a Task Order to Provide Construction Inspection for Freemanville Road at Providence Road Intersection Improvements _____________________________________________________________________________________ Project Description: The City is requesting construction inspection services for the Freemanville Road at Providence Road intersection improvement project. The services to be provided under this task order shall ensure control of work on the project and shall provide for continuous project inspection, oversight, and administration of the construction. Procurement Summary: Purchasing method used: Task Order Related to Original RFP Account Number: 300-4101-541401703 $71,312 300-4101-521205000 $28,688 Requisition Total: $100,000 Vendor: BM&K, PC Financial Review: Bernadette Harvill, May 29, 2018 Legal Review: Sam VanVolkenburgh – Jarrard & Davis (5/14/18) Attachment(s): Task Order TASK ORDER TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR THE FREEMANVILLE RD AT PROVIDENCE RD INTERSECTION PROJECT THIS TASK ORDER between the parties is entered into pursuant to Professional Services Agreement (RFQ #17-PW01), incorporated herein by reference, and shall serve as authorization by City of Milton to BM&K, P.C. (referred to herein alternately as “Consultant” and “BM&K”) to perform the services described herein pursuant to the terms and conditions, mutual covenants and promises provided herein and in the Professional Services Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows: Description of Services: The City is requesting construction inspection services for the Freemanville Rd at Providence Rd Intersection Improvement Project. The services to be provided under this task order shall ensure control of work on the project according to GDOT Section 105 and shall provide for continuous project inspection, oversight, and administration of the construction. Included are performing materials testing and certifying that all material suppliers and materials conform to the requirements of the contract, plans, and specifications; support in review of invoices, contractor progress reports, billing documents, and any other backup information on a monthly basis; maintaining accurate and thorough project records; and keeping a daily project diary for the project. Timing: This task order will be completed when the construction project is fully complete, which is estimated to be in twelve months. Compensation: This task order shall not exceed $100,000 based upon the rates that are part of the Agreement. Attachments: GDOT Specification Section 105 – Control of Work [SIGNATURES ON FOLLOWING PAGE] Approved by City Council City Attorney Approval as to Form _____________________________ _____________________________ Mayor _____________________________ Date Attest [CITY SEAL] __________________________ Sudie Gordon, City Clerk CONSULTANT: By: __________________________ Title:_________________________ Name:________________________ Date: ________________________ Page 1 Section 105—Control of Work 105.01 Authority of the Engineer The Engineer will decide all questions that may arise as to the quality and acceptability of materials furnished, work performed, and the rate of progress of The Work; the interpretation of the Plans and Specifications, and all questions as to the acceptable fulfillment of the Contract on the part of the Contractor. The Engineer will determine the quantities of the several kinds of work performed and materials furnished which are to be paid for under the Contract and his determination shall be final. The Engineer will have the authority to suspend The Work wholly or in part due to the failure of the Contractor to correct conditions unsafe for the workmen or general public; for failure to carry out provisions of the Contract, or for failure to carry out orders; for such periods as he may deem necessary due to unsuitable weather; for conditions considered unsuitable for the prosecution of The Work; or for any other condition or reason deemed to be in the public interest. The Contractor may request and will receive written instructions from the Engineer upon any important items. After the Contract has been executed, and before work begins, the Engineer may designate a time and place to hold a Preconstruction Conference with the Contractor. At such time, the Contractor shall furnish the Engineer with a Progress Schedule as provided in Subsection 108.03 unless this schedule has been specifically exempted by Special Provision. The Contractor will also be given a decision on any alternate Traffic Control Plan that he may have previously submitted. Any matters pertaining to order of work, interpretation of Plans and Specifications, traffic control, utility adjustments, or others, may be discussed at the Preconstruction Conference. 105.02 Plans and Working Drawings Plans will show details of all structures, lines, grades, typical cross sections of the roadway, location and design of all structures, and a summary of Items appearing in the Proposal. The Plans will be supplemented by such working drawings as are necessary to adequately control the Work. Working drawings for structures shall be furnished by the Contractor and shall consist of such detailed Plans as may be required to adequately control The Work and which are not included in the Plans furnished by the Department. They shall include stress sheets, shop drawings, erection plans, falsework plans, cofferdam plans, bending diagrams for reinforcing steel or any other supplementary plans, or similar data required of the Contractor. All working drawings must be approved by the Engineer and such approval shall not operate to relieve the Contractor of any responsibility under the contract for the successful completion of The Work. The Contract Bid Prices shall include the cost of furnishing all working drawings. 105.03 Conformity with Plans and Specifications All Work performed and all materials furnished shall be in reasonably close conformity with the lines, grades, cross sections, dimensions, and material requirements, including tolerances, shown on the Plans or indicated in the Specifications. Plan dimensions and contract Specification values are to be considered as the target values to be strived for and complied with as the design values from which any deviations are allowed. It is the intent of the Specifications that the materials and workmanship shall be uniform in character and shall conform as nearly as realistically possible to the prescribed target value or to the middle portion of the tolerance range. The purpose of the tolerance range is to accommodate occasional minor variations from the median zone that are unavoidable for practical reasons. When either a maximum and minimum value or both are specified, the production and processing of the material and the performance of the work shall be so controlled that material or work will not be preponderantly of borderline quality or dimension. In the event the Engineer finds the materials or the finished product in which the materials are used not within reasonably close conformity with the Plans and Specifications, but that reasonably acceptable work has been produced, the Engineer shall then make a determination if the work shall be accepted and remain in place. In this event, except in cases where the appropriate price adjustments are provided for in the Specifications covering the materials and/or the finished product, a Supplemental Agreement will be executed documenting the basis of acceptance that will provide for an appropriate price Section 105—Control of Work Page 2 adjustment in the Contract Price for such work or materials as the Engineer deems necessary to conform to his determination based on engineering judgement. In the event the Engineer finds the materials or the finished product in which the materials are used or the work performed are not in reasonably close conformity with the Plans and Specifications, and have resulted in an inferior or unsatisfactory product, the work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor. 105.04 Coordination of Plans, Specifications, Supplemental Specifications, and Special Provisions These Standard Specifications, the Supplemental Specifications, the Plans, Special Provisions, and all supplementary documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all. They are intended to be complementary and to describe and provide for a complete work. In cases of discrepancy, the governing descending order will be as follows: 1. Special Provisions 2. Project Plans including Special Plan Details 3. Supplemental Specifications 4. Standard Plans including Standard Construction Details 5. Standard Specifications Calculated dimensions will govern over scaled dimensions. The Contractor shall take no advantage of any apparent error or omission in the Plans or Specifications. In the event the Contractor discovers such an error or omission, he shall immediately notify the Engineer. The Engineer will then make such corrections and interpretations as may be deemed necessary for fulfilling the intent of the Plans and Specifications. A. Specifications of Other Organizations When work is specified to be done or when materials are to be furnished according to the published specifications of organizations other than the Department, the latest specifications published by those organizations at the time bids are received shall apply unless otherwise specified. AASHTO Interim Specifications and ASTM Tentative Specifications will be considered effective on date of issue. B. Item Numbers The first three digits of any Item Number in the itemized Proposal designates the Specification section under which the Item shall be constructed. 105.05 Cooperation by Contractor The Contractor will be supplied with a minimum of two sets of approved Plans and Contract assemblies including Special Provisions, one set of which the Contractor shall keep available on The Work at all times. The Contractor shall give the Work the constant attention necessary to facilitate the progress thereof, and shall cooperate with the Engineer, Inspectors, and other Contractors in every way possible. The Contractor shall have on The Work at all times, as his agent, a competent Superintendent, capable of reading and thoroughly understanding the Plans and Specifications, and thoroughly experienced in the type of work being performed, who shall receive instructions from the Engineer or his authorized representatives. The Superintendent shall have full authority to execute orders or directions of the Engineer without delay and to promptly supply such materials, equipment, tools, labor, and incidentals as may be required. Such superintendence shall be furnished irrespective of the amount of work sublet. Section 105—Control of Work Page 3 The Superintendent shall notify the Engineer prior to starting any Pay Item Work. The Prime Contractor shall coordinate and be responsible to the Engineer for all activities of subcontractors. 105.06 Cooperation with Utilities The Department will notify all utility companies, all pipeline owners, all railroad companies, or other parties affected of Award of the Contract, giving the name and address of the Contractor, and will assist the Contractor in arranging for all necessary adjustments of the public or private utility fixtures, pipe lines, and other appurtenances within or adjacent to the limits of construction. Water lines, gas lines, wire lines, service connections, water and gas meter boxes, water and gas valve boxes, light standards, cableways, signals, railroad facilities, and all other utility appurtenances within the limits of the proposed construction which are to be relocated or adjusted are to be moved by the owners at their expense, except as otherwise provided for in the Special Provisions or as noted on the Plans. It is understood and agreed that the Contractor has considered in his bid all of the permanent and temporary utility appurtenances in their present location or relocated positions, both as shown on the Plans, and that no additional compensation will be allowed for any delays, inconvenience, or damage sustained by him due to any interference from said utility appurtenances or the operation of moving them. Delays and interruptions to the controlling Item or Items of The Work are covered in Subsection 107.21.G. It shall be each utility owner’s responsibility to plan with the Contractor a schedule of operations which will clearly set forth at which stage of the Contractor’s operations the utility owner will be required to perform his removal and relocation work. 105.07 Cooperation Between Contractors The Department reserves the right at any time to Contract for and perform other or additional work on or near The Work covered by the Contract. When separate Contracts are let within the limits of any one Project, each contractor shall conduct his work so as not to interfere with or hinder the progress or completion of The Work being performed by other Contractors. Contractors working on the same Project shall cooperate with each other. Each Contractor involved shall assume all liability, financial or otherwise, in connection with his Contract and shall protect and save harmless the Department from any and all damages or claims that may arise because of inconvenience, delay, or loss experienced by him because of the presence and operations of other Contractors working within the limits of the same Project. The Contractor shall arrange his work and shall place and dispose of the materials being used so as not to interfere with the operations of the other contractors within the limits of the same Project. He shall join his work with that of the others in an acceptable manner and shall perform it in proper sequence to that of the others. At the request of the Structure Contractor, the Engineer will designate an area within the right-of-way, adjacent to each structure, to be reserved for use by the Structure Contractor for Storage of Equipment and Materials necessary to construct the particular structure. So long as he occupies this area, the Structure Contractor shall be responsible for its maintenance. The Structure Contractor must relinquish this area, however, as it becomes practical to utilize completed portions of the structure. 105.08 Construction Stakes, Lines and Grades (Subsection 105.08 Omitted) 105.09 Authority and Duties of the Resident Engineer The Resident Engineer, regardless of his administrative title, is the Engineer designated by the Department to be the direct representative of the Chief Engineer. The Resident Engineer has immediate charge of the engineering details of each construction Project, and is responsible for the administration and construction of the Project. Such administration includes Section 105—Control of Work Page 4 the designation of subordinates to represent him and make routine decisions. The Resident Engineer has the authority to reject defective material and to suspend any work that is being improperly performed. 105.10 Duties of the Inspector Inspectors employed by the Department are authorized to inspect all work done and materials furnished. Such inspection may extend to all or any part of The Work and to the preparation, fabrication, or manufacture of the materials to be used. The Inspector will not be authorized to alter or waive the provisions of the Contract. The Inspector will not be authorized to issue instructions contrary to the Plans and Specifications or to act as foreman for the Contractor. 105.11 Inspection of the Work All materials and each part of the detail of The Work shall be subject to inspection by the Engineer. The Engineer shall be allowed access to all parts of The Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed Inspection. Upon the Engineer’s request, the Contractor, at any time before acceptance of The Work, shall remove or uncover such portions of the finished work as may be directed. After examination, the Contractor shall restore said portions of The Work to the standard required by the Specifications. Should The Work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or making good of the parts removed will be paid for as Extra Work; but should the work so exposed or examined prove unacceptable, the uncovering, or removing and the replacing of the covering or making good of the parts removed will be at the Contractor’s expense. Any work done or materials used without supervision or inspection by an authorized Department representative may be ordered removed and replaced at the Contractor’s expense, unless the Department representative failed to inspect after having been given reasonable notice in writing that The Work was to be performed. When any unit of government or political subdivision or any railroad corporation is to pay a portion of the cost of The Work covered by the Contract, its respective representatives shall have the right to inspect The Work. Such inspection shall in no sense make any unit of government or political subdivision or any railroad corporation a party to the Contract and shall in no way interfere with the rights of either party hereunder. 105.12 Removal of Unacceptable and Unauthorized Work All work that does not conform to the requirements of the Contract will be considered unacceptable unless otherwise determined acceptable under the provisions in Subsection 105.03. Unacceptable work, whether the result of poor workmanship, use of defective materials, damage through carelessness, or any other cause found to exist prior to the Final Acceptance of The Work, shall be removed immediately and replaced in an acceptable manner. Except as elsewhere noted, no work shall be done without lines and grades having been given by the Engineer. Work done contrary to the instructions of the Engineer, work done beyond the lines shown on the Plans or as given, except as herein specified, or any Extra Work done without authority will be considered as unauthorized and will not be paid for under the provisions of the Contract. Work so done may be ordered removed or replaced at the Contractor’s expense. Upon failure on the part of the Contractor to comply forthwith with any order of the Engineer made under the provisions of this section, the Engineer will have authority to cause unacceptable work to be remedied or removed and replaced and to cause unauthorized work to be removed, and to deduct the costs from any monies due or to become due the Contractor. 105.13 Claims for Adjustments and Disputes Whenever the Contractor believes that it is or will be entitled to additional compensation, whether due to delay, extra work, breach of contract, or other causes, the Contractor shall follow the procedures set forth in this Sub-Section. Section 105—Control of Work Page 5 A. Claims For Acceleration The Department shall have no liability for any constructive acceleration. If the Department gives express written direction for the Contractor to accelerate its effort, then both parties shall execute a Supplemental Agreement as provided in Subsection 104.03. B. Claims For Delay and All Other Claims Except Acceleration 1. The Department shall have no liability for damages beyond those items which are specifically payable under this Sub-Section. 2. The Department will be liable only for those delay damages caused by or arising from acts or omissions on the part of the Department which violate legal or contractual duties owed to the Contractor by the Department. The Contractor assumes the risk of damages from all other causes of delay. 3. The parties recognize that delays caused by or arising from right of way problems, defects in plans or design, redesign, changes in the Work by the Department, the actions of suppliers or other Contractors, the shop-drawing approval process, injunctions, court orders and other such events, forces or factors are commonly experienced in highway construction work. Such delays shall not constitute breaches of the Contract. However, such delays may constitute a basis for a claim for delay damages, if found to be in accordance with Subsection 105.13.B.2 above and other provisions of the Contract, and/or a request for a time extension. 4. The term "delay" shall be deemed to mean any event, action, force or factor which extends the Contractor's time of performance. This Subsection is intended to cover all such events, actions, forces or factors, whether they be styled "delay," "disruption," "interference," "impedance," "hindrance", "impact" or otherwise. 5. Compliance with the provisions of this Subsection will be an essential condition precedent to any recovery of damages by the Contractor. 6. The following items, and only the following items, may be recoverable by the Contractor as "damages: a. Additional direct hourly rates paid to employees for job site labor, including payroll taxes, welfare, insurance, benefits and all other labor burdens. b. Documented additional costs for materials. c. Additional equipment costs, as determined in accordance with this Sub-Section. d. Documented costs of extended job-site overhead. (Not applicable for claims other than delay claims.) e. An additional 15 percent of the total of Subsections 105.13.B.6. a, b, c and d, which sum includes home office overhead and profit. f. Bond costs. g. Subcontractor costs, as determined by, and limited to, those items identified as payable under Subsection 105.13.B.6. a, b, c, d, e, and f. 7. For purposes of computing additional equipment costs, rates used shall be based on the Contractor's actual experienced cost for each piece of equipment. These rates shall be supported by equipment cost records furnished by the Contractor. In no case will equipment rates be allowed in excess of those determined utilizing the "Rental Rate Blue Book," with the appropriate adjustments noted in Subsection 109.05. 8. The parties agree that, in any claim for damages, the Department will have no liability for the following items of damages or expense: Section 105—Control of Work Page 6 a. Profit, in excess of that provided herein. b. Loss of profit. c. Labor inefficiencies, except as allowed under Subsection 105.13.B.6.a. d. Home office overhead in excess of that provided herein. e. Consequential damages, including but not limited to loss of bonding capacity, loss of bidding opportunities and insolvency. f. Indirect costs or expenses of any nature. g. Attorneys fees, claims preparation expenses, or costs of litigation. h. Interest of any nature. 9. NOTICE OF POTENTIAL CLAIM: In any case in which the Contractor believes that it will be entitled to additional compensation, the Contractor shall notify the Engineer in writing of its intent to claim such additional compensation. Such notice shall be given in order that the Department can assess the situation, make an initial determination as to who is responsible, and institute appropriate changes or procedures to resolve the matter. a. Claims for Delay - The Department shall have no liability for any delay which occurred more than one week prior to the filing of such written notice. Failure of the Contractor to give such written notice in a timely fashion will be grounds for denial of the claim. b. All Other Claims Except Acceleration and Delay - If the Contractor does not file such written notice before beginning the work out of which such claim arises, then the Contractor hereby agrees that it shall have waived any additional compensation for that work and the Contractor shall have no claim thereto. 10. RECORDS: After filing a "Notice of Potential Claim", the Contractor shall keep daily records of all labor, material, and equipment costs incurred for operations affected. These daily records shall identify each operation affected and the specific locations where work is affected. The Department will also keep records of all labor, material, and equipment used on operations affected. At the time and place, as designated by the Engineer, on Monday, or the first work day, of each week following the date of filing a "Notice of Potential Claim", the Contractor shall meet with the Department's representative and present the daily records for the preceding week. If the Contractor's records indicate costs greater than those kept by the Department, the Department will present its records to the Contractor. The Contractor shall notify the Engineer in writing within three (3) work days of any inaccuracies noted in, or disagreements with, the Department's records. Refusal or repeated failure by the Contractor to attend these weekly meetings and present its records will constitute a waiver by the Contractor of any objections as to the accuracy of the Department's records. When the Contractor makes an objection as to the accuracy of the Department's records, the Engineer shall review the matter, and correct any inaccuracies he finds in the Department's records. For purposes of computing damages, the Department's records will control. In the event the Contractor wishes to contest the accuracy of the Department's records, it may file a petition pursuant to Rule 672-1-.05 of the Official Rules and Regulations of the Department of Transportation. The decision of the Engineer, or, if contested, the decision of the Agency, will be final and binding upon the parties as to any objections to the accuracy of the Department's records, subject to the Contractor's right to judicial review under O.C.G.A. Section 50-13-19. 11. On a weekly basis after filing a "Notice of Potential Claim" for delay damages, the Contractor shall prepare and submit to the Engineer written reports providing the following information: Section 105—Control of Work Page 7 a. Potential effect to the schedule caused by the delay. b. Identification of all operations that have been delayed, or are to be delayed. c. Explanation of how the Department's act or omission delayed each operation, and estimation of how much time is required to complete the project. d. Itemization of all extra costs being incurred, including: 1) An explanation as to how those extra costs relate to the delay and how they are being calculated and measured. 2) Identification of all project employees for whom costs are being compiled. 3) Identification of all manufacturer's numbers of all items of equipment for which costs are being compiled. C. Required Contents of Claims All claims shall be submitted in writing, and shall be sufficient in detail to enable the Engineer to ascertain the basis and the amount of each claim. The claim submission shall include six (6) copies. All information submitted to the Department under this Subsection will be used exclusively for analyzing the claim, resolving the claim or any litigation which might arise from the claim. At a minimum, the following information shall be provided: 1. A description of the operations that were delayed, the reasons for the delay, how they were delayed, including the report of all scheduling experts or other consultants, if any. (Not applicable for claims other than delay claims) 2. An as-built chart, CPM scheme or other diagram depicting in graphic form how the operations were adversely affected. (Not applicable for claims other than delay claims except where an extension of time is sought) 3. A detailed factual statement of the claim providing all necessary dates, locations and items of work affected by the claim. 4. The date on which actions resulting in the claim occurred or conditions resulting in the claim became evident. 5. A copy of the "Notice of Potential Claim" filed for the specific claim by the Contractor. 6. The name, function, and activity of each Department official, or employee, involved in, or knowledgeable about facts that gave rise to such claim. 7. The name, function, and activity of each Contractor or Subcontractor official, or employee, involved in, or knowledgeable about facts that gave rise to such claim. 8. The identification of any pertinent documents, and the substance of any material oral communication relating to such claim. 9. A statement as to whether the additional compensation or extension of time sought is based on the provisions of the Contract or an alleged breach of Contract. 10. The specific provisions of the Contract which support the claim, and a statement of the reasons why such provisions support the claim. 11. The amount of additional compensation sought and a break-down of that amount into the categories specified as payable under Subsection 105.13.B.6, above. 12. If an extension of time is also sought, the specific days for which it is sought and the basis for such request. Section 105—Control of Work Page 8 D. Required Certification of Claims When submitting the claim, the Contractor shall certify in writing, under oath in accordance with the formalities required by Georgia law, as to the following: 1. That the claim is made in good faith. 2. That supportive data are accurate and complete to the Contractor's best knowledge and belief that the amount of the claim accurately reflects what the Contractor in good faith believes to be the Department's liability. The Contractor shall use the CERTIFICATE OF CLAIM form, which can be obtained from the Department, in complying with these requirements. E. Auditing of Claims All claims filed against the Department shall be subject to audit at any time following the filing of such claim, whether or not such claim is part of a suit pending in the courts of this State. The audit may be performed by employees of the Department or by an independent auditor on behalf of the Department. The audit may begin on ten days notice to the Contractor, Subcontractor, or Supplier. The Contractor, Subcontractor, or Supplier shall make a good faith effort to cooperate with the auditors. Failure to cooperate with the auditor shall constitute a waiver by the Contractor of the claim in its entirety. Failure of the Contractor, Subcontractor, or Supplier to maintain and retain sufficient records to allow the Department's auditor to verify the claim shall constitute a waiver of that portion of such claim that cannot be verified and shall bar recovery thereunder. If the claim is part of a suit pending in a court of this state or if the claim becomes a part of a suit in a court of this state, the questions of whether the Contractor has cooperated with the auditor or failed to maintain and retain sufficient records to allow the auditor to verify the claim shall be questions for determination by the judge without the assistance of a jury. Without limiting the generality of the foregoing, and as a minimum, the auditors shall have available to them the following documents: 1. Daily time sheets and foreman's daily reports. 2. Project payroll register. 3. Profit and loss statements for the Project. 4. Payroll tax returns. 5. Material invoices, purchase orders, and all material and supply acquisition contracts for the Project. 6. Material cost distribution worksheet for the Project. 7. Equipment records (list of company equipment, rates, etc.) 8. Vendor rental agreements, and subcontractor invoices. 9. Subcontractor payment certificates. 10. Canceled checks (payroll and vendors) for the Project. 11. Job cost report for the Project. 12. Job payroll ledger for the Project. 13. General ledger, general journal, (if used) and all subsidiary ledgers and journals together with all supporting documentation pertinent to entries made in these ledgers and journals. Section 105—Control of Work Page 9 14. Cash Disbursements journal for the Project. 15. Certified financial statements for all years reflecting the operations on this project. 16. Depreciation records on all company equipment whether such records are maintained by the company involved, its accountant, or others. 17. If a source other than depreciation records is used to develop costs for the Contractor's internal purposes in establishing the actual cost of owning and operating equipment, all such other source documents. 18. All documents which relate to each and every claim together with all documents which support the amount of damages as to each claim. 19. Worksheets used to prepare the claim establishing the cost components for items of the claim including, but not limited to, labor, benefits and insurance, materials, equipment, subcontractors, and all documents which establish the time periods, individuals involved, the hours and the rates for the individuals. F. Mediation After compliance by the Contractor with parts B., C., D. and E. of Subsection 105.13 and if the Contractor's claim has been disallowed in whole or in part, then the Contractor may, within 30 calendar days from receipt of the ruling of the Engineer, make a written request to the Engineer that the claim or claims be referred to mediation. If requested in accordance with this specification, mediation shall be granted by the Department. In which case, within 30 days of receipt by the Department of the Contractor's request for mediation, the Contractor and the Department will meet to select a mediator. The mediator will then schedule the mediation at a place, time, and earliest date agreeable to the Contractor and the Department. The Contractor and the Department mutually agree that mediation shall be a condition precedent to the filing of any lawsuit concerning claims or alleged breaches of the Contract. The costs and expenses of the mediator, selected by mutual agreement of the parties, will be divided equally between the Department and the Contractor. Each party to the mediation shall bear its own costs of preparing for and participating in the mediation. G. Remedies Exclusive In the event any legal action is instituted against the Department by the Contractor on account of any claim for additional compensation, whether on account of delay, acceleration, breach of contract, claimed extra work, or otherwise, the Contractor agrees that the Department's liability will be limited to those items which are specifically identified as payable in this Sub-Section. 105.14 Maintenance During Construction The Contractor shall maintain the project during construction and until the Project is accepted. This maintenance shall constitute the continuous and effective work prosecuted day by day, with adequate equipment and forces to the end that all areas of the project are kept in satisfactory condition at all times. The Contractor’s area of responsibility for maintenance is confined to the physical construction limits plus any areas affected by the Contractor’s activities. Once maintenance acceptance or final acceptance has been made, the Contractor is no longer responsible for damage to The Work other than that attributable to the Contractor’s actions or inadequate construction. In case of separate contracts, each Contractor shall be responsible for any damage to the completed work of others caused by his actions or negligence. Where the work of one Contractor has been accepted by the Department, the Contractor performing subsequent work in the area shall be responsible for the maintenance and protection of all work previously completed. If separate bridge contracts are let within the limits of a Roadway Project and the Bridge Contractor completes his Contract before the Roadway Contractor, the Bridge Contract may be accepted and the Roadway Contractor will be responsible for maintenance of the new bridge until it is opened to traffic. If the Roadway Contractor hauls materials across the bridge the Section 105—Control of Work Page 10 Roadway Contractor shall protect the endposts, deck surface, deck edges, joints, and all other vulnerable features of the bridge by use of adequate timber or earth cushions as directed by the Engineer. The Roadway Contractor shall repair all damage caused by such use, including resealing of joints and rerubbing of finish at his own expense. All cost of maintenance work during construction and before the Project is accepted shall be included in the Unit Prices Bid on the various Pay Items and the Contractor will not be paid an additional amount for such work except as provided in Subsection 104.05.B. The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight distance. The Contractor shall at intervals not to exceed six months, clean up and remove litter and debris; remove weeds from around guardrail, barrier, poles, standards, utility facilities, and other structures; and cut or trim trees, bushes or tall grass. These requirements shall apply to all areas within the project termini and lateral limits. 105.15 Failure to Maintain Roadway or Structures If at any time, the Contractor fails to comply with the provisions of Subsection 105.14, the Engineer will immediately notify the Contractor of such noncompliance. If the Contractor fails to remedy the unsatisfactory maintenance within 48 hours after receipt of such notice, the Engineer may immediately proceed to maintain The Work, and the entire cost of this maintenance will be deducted from monies due or to become due the Contractor under the Contract. As an alternative to the Engineer’s maintaining the Work, all the Items and quantities of work done, but not properly maintained, may be deducted from the current progress estimate, even if such Items have been paid for in a previous estimate. 105.16 Final Inspection and Acceptance Upon due written notice from the Contractor of substantial completion of the entire Project, the Engineer will determine if the Project is ready for a Final Inspection. The Engineer will have the final decision on when the Project is substantially complete and thereby ready for a Final Inspection. If the Engineer finds the Project substantially complete the Engineer will schedule the Final Inspection. If all construction provided for and contemplated by the Contract is found completed to the Engineer’s satisfaction and all documents required in connection with the Project have been submitted by the Contractor, the Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance. If, however, the Final Inspection discloses any work, in whole or part, as being unsatisfactory, the Engineer will provide the Contractor with a written punch-list that includes the necessary instructions for correction of same. The punch-list will also include any remaining work to be completed and any final reports and other documentation required to be submitted by the Contractor. The Contractor shall immediately comply with and execute such instructions. When all construction provided for and contemplated by the Contract is found completed to the Engineer’s satisfaction, including submission of any required documentation, the Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance. When the Contractor has finished a major portion of the Contract, the Contractor may request that a semi-final inspection be made. At the discretion of the Engineer, who shall be sole judge as to making the inspection, if the work is satisfactory, as described in the first paragraph of this Section, that portion of the Contract may be accepted, opened to traffic, if not already carrying traffic, and the Contractor relieved of the maintenance obligations as described elsewhere in these Specifications. Such partial acceptance shall in no way relieve the Contractor of responsibility for satisfactory completion of the Contract, or for failure of any portion of the accepted work prior to Final Acceptance of the Project. TO: FROM: AGENDA ITEM: MEETING DATE: MILTONII�T 111N ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 29, 2018 Steven Krokoff, City Managers Approval of a Task Order to Provide Construction Inspection for Morris Road at Webb Road Intersection Improvements. Monday, June 4, 2018 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: (,KYES () NO CITY ATTORNEY REVIEW REQUIRED: (44ES () NO APPROVAL BY CITY ATTORNEY: Qa PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: o(q / 0q) 2V b 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: Sara Leaders, PE, Transportation Engineer Date: May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of a Task Order to Provide Construction Inspection for Morris Road at Webb Road Intersection Improvements _____________________________________________________________________________________ Project Description: The City is requesting construction inspection services for the Morris Road at Webb Road intersection improvement project. The services to be provided under this task order shall ensure control of work on the project and shall provide for continuous project inspection, oversight, and administration of the construction. Procurement Summary: Purchasing method used: Task Order Related to Original RFP Account Number: 335-4101-541400010 Requisition Total: $30,000 Vendor: BM&K, PC Financial Review: Bernadette Harvill, May 29, 2018 Legal Review: Sam VanVolkenburgh – Jarrard & Davis (5/14/18) Attachment(s): Task Order TASK ORDER TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR THE MORRIS ROAD AT WEBB ROAD INTERSECTION PROJECT THIS TASK ORDER between the parties is entered into pursuant to Professional Services Agreement (RFQ #17-PW01), incorporated herein by reference, and shall serve as authorization by City of Milton to BM&K, P.C. (referred to herein alternately as “Consultant” and “BM&K”) to perform the services described herein pursuant to the terms and conditions, mutual covenants and promises provided herein and in the Professional Services Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows: Description of Services: The City is requesting construction inspection services for the Morris Rd at Webb Rd Intersection Improvement Project. The services to be provided under this task order shall ensure control of work on the project according to GDOT Section 105 and shall provide for continuous project inspection, oversight, and administration of the construction. Included are performing materials testing and certifying that all material suppliers and materials conform to the requirements of the contract, plans, and specifications; support in review of invoices, contractor progress reports, billing documents, and any other backup information on a monthly basis; maintaining accurate and thorough project records; and keeping a daily project diary for the project. Timing: This task order will be completed when the construction project is fully complete, which is estimated to be in four months. Compensation: This task order shall not exceed $30,000 based upon the rates that are part of the Agreement. Attachments: GDOT Specification Section 105 – Control of Work Approved by City Council City Attorney Approval as to Form _____________________________ _____________________________ Mayor _____________________________ Date See following page for additional signatures CITY OF MILTON: CONSULTANT: By: __________________________ By: ________________________________ Steve Krokoff, City Manager Title:_______________________________ Name:______________________________ Date: ________________________ Date: ______________________________ Page 1 Section 105—Control of Work 105.01 Authority of the Engineer The Engineer will decide all questions that may arise as to the quality and acceptability of materials furnished, work performed, and the rate of progress of The Work; the interpretation of the Plans and Specifications, and all questions as to the acceptable fulfillment of the Contract on the part of the Contractor. The Engineer will determine the quantities of the several kinds of work performed and materials furnished which are to be paid for under the Contract and his determination shall be final. The Engineer will have the authority to suspend The Work wholly or in part due to the failure of the Contractor to correct conditions unsafe for the workmen or general public; for failure to carry out provisions of the Contract, or for failure to carry out orders; for such periods as he may deem necessary due to unsuitable weather; for conditions considered unsuitable for the prosecution of The Work; or for any other condition or reason deemed to be in the public interest. The Contractor may request and will receive written instructions from the Engineer upon any important items. After the Contract has been executed, and before work begins, the Engineer may designate a time and place to hold a Preconstruction Conference with the Contractor. At such time, the Contractor shall furnish the Engineer with a Progress Schedule as provided in Subsection 108.03 unless this schedule has been specifically exempted by Special Provision. The Contractor will also be given a decision on any alternate Traffic Control Plan that he may have previously submitted. Any matters pertaining to order of work, interpretation of Plans and Specifications, traffic control, utility adjustments, or others, may be discussed at the Preconstruction Conference. 105.02 Plans and Working Drawings Plans will show details of all structures, lines, grades, typical cross sections of the roadway, location and design of all structures, and a summary of Items appearing in the Proposal. The Plans will be supplemented by such working drawings as are necessary to adequately control the Work. Working drawings for structures shall be furnished by the Contractor and shall consist of such detailed Plans as may be required to adequately control The Work and which are not included in the Plans furnished by the Department. They shall include stress sheets, shop drawings, erection plans, falsework plans, cofferdam plans, bending diagrams for reinforcing steel or any other supplementary plans, or similar data required of the Contractor. All working drawings must be approved by the Engineer and such approval shall not operate to relieve the Contractor of any responsibility under the contract for the successful completion of The Work. The Contract Bid Prices shall include the cost of furnishing all working drawings. 105.03 Conformity with Plans and Specifications All Work performed and all materials furnished shall be in reasonably close conformity with the lines, grades, cross sections, dimensions, and material requirements, including tolerances, shown on the Plans or indicated in the Specifications. Plan dimensions and contract Specification values are to be considered as the target values to be strived for and complied with as the design values from which any deviations are allowed. It is the intent of the Specifications that the materials and workmanship shall be uniform in character and shall conform as nearly as realistically possible to the prescribed target value or to the middle portion of the tolerance range. The purpose of the tolerance range is to accommodate occasional minor variations from the median zone that are unavoidable for practical reasons. When either a maximum and minimum value or both are specified, the production and processing of the material and the performance of the work shall be so controlled that material or work will not be preponderantly of borderline quality or dimension. In the event the Engineer finds the materials or the finished product in which the materials are used not within reasonably close conformity with the Plans and Specifications, but that reasonably acceptable work has been produced, the Engineer shall then make a determination if the work shall be accepted and remain in place. In this event, except in cases where the appropriate price adjustments are provided for in the Specifications covering the materials and/or the finished product, a Supplemental Agreement will be executed documenting the basis of acceptance that will provide for an appropriate price Section 105—Control of Work Page 2 adjustment in the Contract Price for such work or materials as the Engineer deems necessary to conform to his determination based on engineering judgement. In the event the Engineer finds the materials or the finished product in which the materials are used or the work performed are not in reasonably close conformity with the Plans and Specifications, and have resulted in an inferior or unsatisfactory product, the work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor. 105.04 Coordination of Plans, Specifications, Supplemental Specifications, and Special Provisions These Standard Specifications, the Supplemental Specifications, the Plans, Special Provisions, and all supplementary documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all. They are intended to be complementary and to describe and provide for a complete work. In cases of discrepancy, the governing descending order will be as follows: 1. Special Provisions 2. Project Plans including Special Plan Details 3. Supplemental Specifications 4. Standard Plans including Standard Construction Details 5. Standard Specifications Calculated dimensions will govern over scaled dimensions. The Contractor shall take no advantage of any apparent error or omission in the Plans or Specifications. In the event the Contractor discovers such an error or omission, he shall immediately notify the Engineer. The Engineer will then make such corrections and interpretations as may be deemed necessary for fulfilling the intent of the Plans and Specifications. A. Specifications of Other Organizations When work is specified to be done or when materials are to be furnished according to the published specifications of organizations other than the Department, the latest specifications published by those organizations at the time bids are received shall apply unless otherwise specified. AASHTO Interim Specifications and ASTM Tentative Specifications will be considered effective on date of issue. B. Item Numbers The first three digits of any Item Number in the itemized Proposal designates the Specification section under which the Item shall be constructed. 105.05 Cooperation by Contractor The Contractor will be supplied with a minimum of two sets of approved Plans and Contract assemblies including Special Provisions, one set of which the Contractor shall keep available on The Work at all times. The Contractor shall give the Work the constant attention necessary to facilitate the progress thereof, and shall cooperate with the Engineer, Inspectors, and other Contractors in every way possible. The Contractor shall have on The Work at all times, as his agent, a competent Superintendent, capable of reading and thoroughly understanding the Plans and Specifications, and thoroughly experienced in the type of work being performed, who shall receive instructions from the Engineer or his authorized representatives. The Superintendent shall have full authority to execute orders or directions of the Engineer without delay and to promptly supply such materials, equipment, tools, labor, and incidentals as may be required. Such superintendence shall be furnished irrespective of the amount of work sublet. Section 105—Control of Work Page 3 The Superintendent shall notify the Engineer prior to starting any Pay Item Work. The Prime Contractor shall coordinate and be responsible to the Engineer for all activities of subcontractors. 105.06 Cooperation with Utilities The Department will notify all utility companies, all pipeline owners, all railroad companies, or other parties affected of Award of the Contract, giving the name and address of the Contractor, and will assist the Contractor in arranging for all necessary adjustments of the public or private utility fixtures, pipe lines, and other appurtenances within or adjacent to the limits of construction. Water lines, gas lines, wire lines, service connections, water and gas meter boxes, water and gas valve boxes, light standards, cableways, signals, railroad facilities, and all other utility appurtenances within the limits of the proposed construction which are to be relocated or adjusted are to be moved by the owners at their expense, except as otherwise provided for in the Special Provisions or as noted on the Plans. It is understood and agreed that the Contractor has considered in his bid all of the permanent and temporary utility appurtenances in their present location or relocated positions, both as shown on the Plans, and that no additional compensation will be allowed for any delays, inconvenience, or damage sustained by him due to any interference from said utility appurtenances or the operation of moving them. Delays and interruptions to the controlling Item or Items of The Work are covered in Subsection 107.21.G. It shall be each utility owner’s responsibility to plan with the Contractor a schedule of operations which will clearly set forth at which stage of the Contractor’s operations the utility owner will be required to perform his removal and relocation work. 105.07 Cooperation Between Contractors The Department reserves the right at any time to Contract for and perform other or additional work on or near The Work covered by the Contract. When separate Contracts are let within the limits of any one Project, each contractor shall conduct his work so as not to interfere with or hinder the progress or completion of The Work being performed by other Contractors. Contractors working on the same Project shall cooperate with each other. Each Contractor involved shall assume all liability, financial or otherwise, in connection with his Contract and shall protect and save harmless the Department from any and all damages or claims that may arise because of inconvenience, delay, or loss experienced by him because of the presence and operations of other Contractors working within the limits of the same Project. The Contractor shall arrange his work and shall place and dispose of the materials being used so as not to interfere with the operations of the other contractors within the limits of the same Project. He shall join his work with that of the others in an acceptable manner and shall perform it in proper sequence to that of the others. At the request of the Structure Contractor, the Engineer will designate an area within the right-of-way, adjacent to each structure, to be reserved for use by the Structure Contractor for Storage of Equipment and Materials necessary to construct the particular structure. So long as he occupies this area, the Structure Contractor shall be responsible for its maintenance. The Structure Contractor must relinquish this area, however, as it becomes practical to utilize completed portions of the structure. 105.08 Construction Stakes, Lines and Grades (Subsection 105.08 Omitted) 105.09 Authority and Duties of the Resident Engineer The Resident Engineer, regardless of his administrative title, is the Engineer designated by the Department to be the direct representative of the Chief Engineer. The Resident Engineer has immediate charge of the engineering details of each construction Project, and is responsible for the administration and construction of the Project. Such administration includes Section 105—Control of Work Page 4 the designation of subordinates to represent him and make routine decisions. The Resident Engineer has the authority to reject defective material and to suspend any work that is being improperly performed. 105.10 Duties of the Inspector Inspectors employed by the Department are authorized to inspect all work done and materials furnished. Such inspection may extend to all or any part of The Work and to the preparation, fabrication, or manufacture of the materials to be used. The Inspector will not be authorized to alter or waive the provisions of the Contract. The Inspector will not be authorized to issue instructions contrary to the Plans and Specifications or to act as foreman for the Contractor. 105.11 Inspection of the Work All materials and each part of the detail of The Work shall be subject to inspection by the Engineer. The Engineer shall be allowed access to all parts of The Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed Inspection. Upon the Engineer’s request, the Contractor, at any time before acceptance of The Work, shall remove or uncover such portions of the finished work as may be directed. After examination, the Contractor shall restore said portions of The Work to the standard required by the Specifications. Should The Work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or making good of the parts removed will be paid for as Extra Work; but should the work so exposed or examined prove unacceptable, the uncovering, or removing and the replacing of the covering or making good of the parts removed will be at the Contractor’s expense. Any work done or materials used without supervision or inspection by an authorized Department representative may be ordered removed and replaced at the Contractor’s expense, unless the Department representative failed to inspect after having been given reasonable notice in writing that The Work was to be performed. When any unit of government or political subdivision or any railroad corporation is to pay a portion of the cost of The Work covered by the Contract, its respective representatives shall have the right to inspect The Work. Such inspection shall in no sense make any unit of government or political subdivision or any railroad corporation a party to the Contract and shall in no way interfere with the rights of either party hereunder. 105.12 Removal of Unacceptable and Unauthorized Work All work that does not conform to the requirements of the Contract will be considered unacceptable unless otherwise determined acceptable under the provisions in Subsection 105.03. Unacceptable work, whether the result of poor workmanship, use of defective materials, damage through carelessness, or any other cause found to exist prior to the Final Acceptance of The Work, shall be removed immediately and replaced in an acceptable manner. Except as elsewhere noted, no work shall be done without lines and grades having been given by the Engineer. Work done contrary to the instructions of the Engineer, work done beyond the lines shown on the Plans or as given, except as herein specified, or any Extra Work done without authority will be considered as unauthorized and will not be paid for under the provisions of the Contract. Work so done may be ordered removed or replaced at the Contractor’s expense. Upon failure on the part of the Contractor to comply forthwith with any order of the Engineer made under the provisions of this section, the Engineer will have authority to cause unacceptable work to be remedied or removed and replaced and to cause unauthorized work to be removed, and to deduct the costs from any monies due or to become due the Contractor. 105.13 Claims for Adjustments and Disputes Whenever the Contractor believes that it is or will be entitled to additional compensation, whether due to delay, extra work, breach of contract, or other causes, the Contractor shall follow the procedures set forth in this Sub-Section. Section 105—Control of Work Page 5 A. Claims For Acceleration The Department shall have no liability for any constructive acceleration. If the Department gives express written direction for the Contractor to accelerate its effort, then both parties shall execute a Supplemental Agreement as provided in Subsection 104.03. B. Claims For Delay and All Other Claims Except Acceleration 1. The Department shall have no liability for damages beyond those items which are specifically payable under this Sub-Section. 2. The Department will be liable only for those delay damages caused by or arising from acts or omissions on the part of the Department which violate legal or contractual duties owed to the Contractor by the Department. The Contractor assumes the risk of damages from all other causes of delay. 3. The parties recognize that delays caused by or arising from right of way problems, defects in plans or design, redesign, changes in the Work by the Department, the actions of suppliers or other Contractors, the shop-drawing approval process, injunctions, court orders and other such events, forces or factors are commonly experienced in highway construction work. Such delays shall not constitute breaches of the Contract. However, such delays may constitute a basis for a claim for delay damages, if found to be in accordance with Subsection 105.13.B.2 above and other provisions of the Contract, and/or a request for a time extension. 4. The term "delay" shall be deemed to mean any event, action, force or factor which extends the Contractor's time of performance. This Subsection is intended to cover all such events, actions, forces or factors, whether they be styled "delay," "disruption," "interference," "impedance," "hindrance", "impact" or otherwise. 5. Compliance with the provisions of this Subsection will be an essential condition precedent to any recovery of damages by the Contractor. 6. The following items, and only the following items, may be recoverable by the Contractor as "damages: a. Additional direct hourly rates paid to employees for job site labor, including payroll taxes, welfare, insurance, benefits and all other labor burdens. b. Documented additional costs for materials. c. Additional equipment costs, as determined in accordance with this Sub-Section. d. Documented costs of extended job-site overhead. (Not applicable for claims other than delay claims.) e. An additional 15 percent of the total of Subsections 105.13.B.6. a, b, c and d, which sum includes home office overhead and profit. f. Bond costs. g. Subcontractor costs, as determined by, and limited to, those items identified as payable under Subsection 105.13.B.6. a, b, c, d, e, and f. 7. For purposes of computing additional equipment costs, rates used shall be based on the Contractor's actual experienced cost for each piece of equipment. These rates shall be supported by equipment cost records furnished by the Contractor. In no case will equipment rates be allowed in excess of those determined utilizing the "Rental Rate Blue Book," with the appropriate adjustments noted in Subsection 109.05. 8. The parties agree that, in any claim for damages, the Department will have no liability for the following items of damages or expense: Section 105—Control of Work Page 6 a. Profit, in excess of that provided herein. b. Loss of profit. c. Labor inefficiencies, except as allowed under Subsection 105.13.B.6.a. d. Home office overhead in excess of that provided herein. e. Consequential damages, including but not limited to loss of bonding capacity, loss of bidding opportunities and insolvency. f. Indirect costs or expenses of any nature. g. Attorneys fees, claims preparation expenses, or costs of litigation. h. Interest of any nature. 9. NOTICE OF POTENTIAL CLAIM: In any case in which the Contractor believes that it will be entitled to additional compensation, the Contractor shall notify the Engineer in writing of its intent to claim such additional compensation. Such notice shall be given in order that the Department can assess the situation, make an initial determination as to who is responsible, and institute appropriate changes or procedures to resolve the matter. a. Claims for Delay - The Department shall have no liability for any delay which occurred more than one week prior to the filing of such written notice. Failure of the Contractor to give such written notice in a timely fashion will be grounds for denial of the claim. b. All Other Claims Except Acceleration and Delay - If the Contractor does not file such written notice before beginning the work out of which such claim arises, then the Contractor hereby agrees that it shall have waived any additional compensation for that work and the Contractor shall have no claim thereto. 10. RECORDS: After filing a "Notice of Potential Claim", the Contractor shall keep daily records of all labor, material, and equipment costs incurred for operations affected. These daily records shall identify each operation affected and the specific locations where work is affected. The Department will also keep records of all labor, material, and equipment used on operations affected. At the time and place, as designated by the Engineer, on Monday, or the first work day, of each week following the date of filing a "Notice of Potential Claim", the Contractor shall meet with the Department's representative and present the daily records for the preceding week. If the Contractor's records indicate costs greater than those kept by the Department, the Department will present its records to the Contractor. The Contractor shall notify the Engineer in writing within three (3) work days of any inaccuracies noted in, or disagreements with, the Department's records. Refusal or repeated failure by the Contractor to attend these weekly meetings and present its records will constitute a waiver by the Contractor of any objections as to the accuracy of the Department's records. When the Contractor makes an objection as to the accuracy of the Department's records, the Engineer shall review the matter, and correct any inaccuracies he finds in the Department's records. For purposes of computing damages, the Department's records will control. In the event the Contractor wishes to contest the accuracy of the Department's records, it may file a petition pursuant to Rule 672-1-.05 of the Official Rules and Regulations of the Department of Transportation. The decision of the Engineer, or, if contested, the decision of the Agency, will be final and binding upon the parties as to any objections to the accuracy of the Department's records, subject to the Contractor's right to judicial review under O.C.G.A. Section 50-13-19. 11. On a weekly basis after filing a "Notice of Potential Claim" for delay damages, the Contractor shall prepare and submit to the Engineer written reports providing the following information: Section 105—Control of Work Page 7 a. Potential effect to the schedule caused by the delay. b. Identification of all operations that have been delayed, or are to be delayed. c. Explanation of how the Department's act or omission delayed each operation, and estimation of how much time is required to complete the project. d. Itemization of all extra costs being incurred, including: 1) An explanation as to how those extra costs relate to the delay and how they are being calculated and measured. 2) Identification of all project employees for whom costs are being compiled. 3) Identification of all manufacturer's numbers of all items of equipment for which costs are being compiled. C. Required Contents of Claims All claims shall be submitted in writing, and shall be sufficient in detail to enable the Engineer to ascertain the basis and the amount of each claim. The claim submission shall include six (6) copies. All information submitted to the Department under this Subsection will be used exclusively for analyzing the claim, resolving the claim or any litigation which might arise from the claim. At a minimum, the following information shall be provided: 1. A description of the operations that were delayed, the reasons for the delay, how they were delayed, including the report of all scheduling experts or other consultants, if any. (Not applicable for claims other than delay claims) 2. An as-built chart, CPM scheme or other diagram depicting in graphic form how the operations were adversely affected. (Not applicable for claims other than delay claims except where an extension of time is sought) 3. A detailed factual statement of the claim providing all necessary dates, locations and items of work affected by the claim. 4. The date on which actions resulting in the claim occurred or conditions resulting in the claim became evident. 5. A copy of the "Notice of Potential Claim" filed for the specific claim by the Contractor. 6. The name, function, and activity of each Department official, or employee, involved in, or knowledgeable about facts that gave rise to such claim. 7. The name, function, and activity of each Contractor or Subcontractor official, or employee, involved in, or knowledgeable about facts that gave rise to such claim. 8. The identification of any pertinent documents, and the substance of any material oral communication relating to such claim. 9. A statement as to whether the additional compensation or extension of time sought is based on the provisions of the Contract or an alleged breach of Contract. 10. The specific provisions of the Contract which support the claim, and a statement of the reasons why such provisions support the claim. 11. The amount of additional compensation sought and a break-down of that amount into the categories specified as payable under Subsection 105.13.B.6, above. 12. If an extension of time is also sought, the specific days for which it is sought and the basis for such request. Section 105—Control of Work Page 8 D. Required Certification of Claims When submitting the claim, the Contractor shall certify in writing, under oath in accordance with the formalities required by Georgia law, as to the following: 1. That the claim is made in good faith. 2. That supportive data are accurate and complete to the Contractor's best knowledge and belief that the amount of the claim accurately reflects what the Contractor in good faith believes to be the Department's liability. The Contractor shall use the CERTIFICATE OF CLAIM form, which can be obtained from the Department, in complying with these requirements. E. Auditing of Claims All claims filed against the Department shall be subject to audit at any time following the filing of such claim, whether or not such claim is part of a suit pending in the courts of this State. The audit may be performed by employees of the Department or by an independent auditor on behalf of the Department. The audit may begin on ten days notice to the Contractor, Subcontractor, or Supplier. The Contractor, Subcontractor, or Supplier shall make a good faith effort to cooperate with the auditors. Failure to cooperate with the auditor shall constitute a waiver by the Contractor of the claim in its entirety. Failure of the Contractor, Subcontractor, or Supplier to maintain and retain sufficient records to allow the Department's auditor to verify the claim shall constitute a waiver of that portion of such claim that cannot be verified and shall bar recovery thereunder. If the claim is part of a suit pending in a court of this state or if the claim becomes a part of a suit in a court of this state, the questions of whether the Contractor has cooperated with the auditor or failed to maintain and retain sufficient records to allow the auditor to verify the claim shall be questions for determination by the judge without the assistance of a jury. Without limiting the generality of the foregoing, and as a minimum, the auditors shall have available to them the following documents: 1. Daily time sheets and foreman's daily reports. 2. Project payroll register. 3. Profit and loss statements for the Project. 4. Payroll tax returns. 5. Material invoices, purchase orders, and all material and supply acquisition contracts for the Project. 6. Material cost distribution worksheet for the Project. 7. Equipment records (list of company equipment, rates, etc.) 8. Vendor rental agreements, and subcontractor invoices. 9. Subcontractor payment certificates. 10. Canceled checks (payroll and vendors) for the Project. 11. Job cost report for the Project. 12. Job payroll ledger for the Project. 13. General ledger, general journal, (if used) and all subsidiary ledgers and journals together with all supporting documentation pertinent to entries made in these ledgers and journals. Section 105—Control of Work Page 9 14. Cash Disbursements journal for the Project. 15. Certified financial statements for all years reflecting the operations on this project. 16. Depreciation records on all company equipment whether such records are maintained by the company involved, its accountant, or others. 17. If a source other than depreciation records is used to develop costs for the Contractor's internal purposes in establishing the actual cost of owning and operating equipment, all such other source documents. 18. All documents which relate to each and every claim together with all documents which support the amount of damages as to each claim. 19. Worksheets used to prepare the claim establishing the cost components for items of the claim including, but not limited to, labor, benefits and insurance, materials, equipment, subcontractors, and all documents which establish the time periods, individuals involved, the hours and the rates for the individuals. F. Mediation After compliance by the Contractor with parts B., C., D. and E. of Subsection 105.13 and if the Contractor's claim has been disallowed in whole or in part, then the Contractor may, within 30 calendar days from receipt of the ruling of the Engineer, make a written request to the Engineer that the claim or claims be referred to mediation. If requested in accordance with this specification, mediation shall be granted by the Department. In which case, within 30 days of receipt by the Department of the Contractor's request for mediation, the Contractor and the Department will meet to select a mediator. The mediator will then schedule the mediation at a place, time, and earliest date agreeable to the Contractor and the Department. The Contractor and the Department mutually agree that mediation shall be a condition precedent to the filing of any lawsuit concerning claims or alleged breaches of the Contract. The costs and expenses of the mediator, selected by mutual agreement of the parties, will be divided equally between the Department and the Contractor. Each party to the mediation shall bear its own costs of preparing for and participating in the mediation. G. Remedies Exclusive In the event any legal action is instituted against the Department by the Contractor on account of any claim for additional compensation, whether on account of delay, acceleration, breach of contract, claimed extra work, or otherwise, the Contractor agrees that the Department's liability will be limited to those items which are specifically identified as payable in this Sub-Section. 105.14 Maintenance During Construction The Contractor shall maintain the project during construction and until the Project is accepted. This maintenance shall constitute the continuous and effective work prosecuted day by day, with adequate equipment and forces to the end that all areas of the project are kept in satisfactory condition at all times. The Contractor’s area of responsibility for maintenance is confined to the physical construction limits plus any areas affected by the Contractor’s activities. Once maintenance acceptance or final acceptance has been made, the Contractor is no longer responsible for damage to The Work other than that attributable to the Contractor’s actions or inadequate construction. In case of separate contracts, each Contractor shall be responsible for any damage to the completed work of others caused by his actions or negligence. Where the work of one Contractor has been accepted by the Department, the Contractor performing subsequent work in the area shall be responsible for the maintenance and protection of all work previously completed. If separate bridge contracts are let within the limits of a Roadway Project and the Bridge Contractor completes his Contract before the Roadway Contractor, the Bridge Contract may be accepted and the Roadway Contractor will be responsible for maintenance of the new bridge until it is opened to traffic. If the Roadway Contractor hauls materials across the bridge the Section 105—Control of Work Page 10 Roadway Contractor shall protect the endposts, deck surface, deck edges, joints, and all other vulnerable features of the bridge by use of adequate timber or earth cushions as directed by the Engineer. The Roadway Contractor shall repair all damage caused by such use, including resealing of joints and rerubbing of finish at his own expense. All cost of maintenance work during construction and before the Project is accepted shall be included in the Unit Prices Bid on the various Pay Items and the Contractor will not be paid an additional amount for such work except as provided in Subsection 104.05.B. The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight distance. The Contractor shall at intervals not to exceed six months, clean up and remove litter and debris; remove weeds from around guardrail, barrier, poles, standards, utility facilities, and other structures; and cut or trim trees, bushes or tall grass. These requirements shall apply to all areas within the project termini and lateral limits. 105.15 Failure to Maintain Roadway or Structures If at any time, the Contractor fails to comply with the provisions of Subsection 105.14, the Engineer will immediately notify the Contractor of such noncompliance. If the Contractor fails to remedy the unsatisfactory maintenance within 48 hours after receipt of such notice, the Engineer may immediately proceed to maintain The Work, and the entire cost of this maintenance will be deducted from monies due or to become due the Contractor under the Contract. As an alternative to the Engineer’s maintaining the Work, all the Items and quantities of work done, but not properly maintained, may be deducted from the current progress estimate, even if such Items have been paid for in a previous estimate. 105.16 Final Inspection and Acceptance Upon due written notice from the Contractor of substantial completion of the entire Project, the Engineer will determine if the Project is ready for a Final Inspection. The Engineer will have the final decision on when the Project is substantially complete and thereby ready for a Final Inspection. If the Engineer finds the Project substantially complete the Engineer will schedule the Final Inspection. If all construction provided for and contemplated by the Contract is found completed to the Engineer’s satisfaction and all documents required in connection with the Project have been submitted by the Contractor, the Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance. If, however, the Final Inspection discloses any work, in whole or part, as being unsatisfactory, the Engineer will provide the Contractor with a written punch-list that includes the necessary instructions for correction of same. The punch-list will also include any remaining work to be completed and any final reports and other documentation required to be submitted by the Contractor. The Contractor shall immediately comply with and execute such instructions. When all construction provided for and contemplated by the Contract is found completed to the Engineer’s satisfaction, including submission of any required documentation, the Engineer will make the Final Acceptance and notify the Contractor in writing of this acceptance. When the Contractor has finished a major portion of the Contract, the Contractor may request that a semi-final inspection be made. At the discretion of the Engineer, who shall be sole judge as to making the inspection, if the work is satisfactory, as described in the first paragraph of this Section, that portion of the Contract may be accepted, opened to traffic, if not already carrying traffic, and the Contractor relieved of the maintenance obligations as described elsewhere in these Specifications. Such partial acceptance shall in no way relieve the Contractor of responsibility for satisfactory completion of the Contract, or for failure of any portion of the accepted work prior to Final Acceptance of the Project. TO: FROM: M11-TONIP ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 29, 2018 Steven Krokoff, City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and InterDev, LLC to Provide Interim CIO and Project Management Support MEETING DATE: Monday, June 4, 2018 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: (.AYES () NO CITY ATTORNEY REVIEW REQUIRED: (.)'YES () NO APPROVAL BY CITY ATTORNEY: (q-1APPROVED (J NOT APPROVED PLACED ON AGENDA FOR:Icx��ttF 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: Stacey Inglis, Assistant City Manager Date: Submitted on May 29, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and InterDev, LLC to Provide Interim CIO and Project Management Support Project Description: During the month of March, InterDev performed an IT assessment for our city. They focused on 7 core areas: network, servers and storage, backup and disaster recovery, security management, communications, application maintenance and support, and data center management. They identified potential exposures to risk that we are currently working through, such as activating a web filter for users that work outside of the virtual office environment, updating or creating policies, and replacing out-of-warranty hardware. In addition, InterDev provided a list of recommended initiatives based on feedback they received from staff interviews. This includes implementing a hardware lifecycle replacement plan, integrating our software to create efficiencies, improving the operation of the hosted virtual office environment (or evaluate and implement a better solution), and implementing paperless solutions. Throughout the conversations we’ve had with InterDev and staff, it has become apparent that an Information Technology Strategic Plan is necessary to move us forward. This contract with InterDev will allow us to develop the IT Strategic Plan, put together budget recommendations for this upcoming fiscal year to address the identified needs, and develop and manage the network build-out for the new public safety complex. Staff is recommending approval of the contract with InterDev for an amount not to exceed $50,000. Procurement Summary: Purchasing method used: Professional Services Account Number: 100-1535-521200000 Requisition Total: Not to exceed $50,000 Vendor DBA: InterDev, LLC Other quotes or bids submitted (vendor/$): Vendor/Firm Quote/Bid Financial Review: Steve Krokoff, May 29, 2018 Legal Review: Sam VanVolkenburg, Jarrard & Davis LLP, May 24, 2018 Attachment(s): Professional Services Agreement 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this_____ day of _____________, 20___ (the “Effective Date”), by and between the CITY OF MILTON, GEORGIA, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and City Council (hereinafter referred to as the “City”), and InterDev, LLC, a Georgia Limited Liability Company, (herein after referred to as the "Consultant"), collectively referred to herein as the "Parties." WITNESSETH: WHEREAS, City desires to retain Consultant to provide certain services in the completion of a Project (defined below); and WHEREAS, City finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and WHEREAS, Consultant has represented that it is qualified by training and experience to perform the Work; and WHEREAS, Consultant desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and WHEREAS, the public interest will be served by this Agreement; and WHEREAS, Consultant has familiarized itself with the nature and extent of the Agreement, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work. NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, and other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties do mutually agree as follows: I. SCOPE OF SERVICES AND TERMINATION DATE A. Agreement. The Agreement shall consist of this Professional Services Agreement and each of the Exhibits hereto, which are incorporated herein by reference, including: Exhibit “A” – RESERVED 2 Exhibit “B” – RESERVED Exhibit “C” – Scope of Work Exhibit “D” – Contractor Affidavit Exhibit “E” – Subcontractor Affidavit Exhibit “F” – Key Personnel B. Project Description. The “Project” at issue in this Agreement is generally described as: Support resources including a Virtual CIO and Project Manager to provide direction and planning services for the City IT Staff, including extensive strategic planning in regards to the City’s IT needs and efforts. C. The Work. The Work to be completed under this Agreement (the “Work”) includes, but shall not be limited to, the work described in the Scope of Work provided in Exhibit “C”, attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit “C”, the Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work necessary to complete the Work. Some details necessary for proper execution and completion of the Work may not be specifically described in the Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the contemplated services or are otherwise necessary for proper completion of the Work. D. Schedule, Completion Date, and Term of Agreement. Consultant understands that time is of the essence of this Agreement and warrants and represents that it will perform the Work in a prompt and timely manner. The term of this Agreement (“Term”) shall commence as of the Effective Date, and the Work shall be completed, and the Agreement shall terminate, on or before December 31, 2018 (provided that certain obligations will survive termination/expiration of this Agreement). The Parties acknowledge that because the Term of this Agreement will not extend beyond the calendar year of execution, this Agreement is not a “multi-year” contract for services as contemplated by O.C.G.A. § 36-60-13. II. WORK CHANGES A. Change Order Defined. A “Change Order” means a written modification of the Agreement, signed by representatives of City and Consultant with appropriate authorization. B. Right to Order Changes. City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by Consultant and City. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by City in its sole discretion, City shall have the right to determine reasonable terms, and Consultant shall proceed with the changed work. C. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim 3 for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of City and Consultant. D. Authority to Execute Change Order. The City Manager has authority to execute, without further action of the Mayor or City Council, any number of Change Orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section III(B) below. Any such Change Orders materially altering the terms of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Mayor and City Council. Amendments shall not result in a variance in price exceeding ten percent of the original contract amount. III. COMPENSATION AND METHOD OF PAYMENT A. Payment Terms. City agrees to pay Consultant for the Work performed and costs incurred by Consultant upon certification by City that the Work was actually performed and costs actually incurred in accordance with the Agreement. Compensation for Work performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon City’s receipt and approval of invoices, setting forth in detail the services performed and costs incurred, along with all supporting documents requested by City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations from the Work described in this Agreement shall be clearly communicated to City before charges are incurred and shall be handled through Change Orders as described in Section II above. City shall pay Consultant within thirty (30) days after approval of the invoice by City staff. B. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $50,000.00 (the “Maximum Contract Price”), except as outlined in Section II(C) above, and Consultant represents that this amount is sufficient to perform all of the Work set forth in and contemplated by this Agreement. The compensation for Work performed shall be based upon hourly rates as specified in Exhibit C. While the Parties acknowledge that the hourly rate for services multiplied by the anticipated hours for the full Term (as shown in Exhibit A) exceeds $50,000, Consultant shall not provide more than $50,000 of services during the Term without prior written amendment of this Agreement. C. Reimbursement for Costs. The Maximum Contract Price set forth in Section III(B) above includes all costs, direct and indirect, needed to perform the Work and complete the Project, and reimbursement for costs incurred shall be limited as follows: X There shall be no reimbursement for costs. □ Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail, and photocopying charges and time shall be billed at cost. Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be billed at cost plus no more than a 10% administrative burden. Automobile mileage 4 shall be no more than the current deductible rate set by the Internal Revenue Service. In no event shall the total reimbursement for costs incurred during a particular month exceed _ N/A___ percent of the total amount due for Work for that particular month. IV. COVENANTS OF CONSULTANT A. Expertise of Consultant; Licenses, Certification and Permits. Consultant accepts the relationship of trust and confidence established between it and City, recognizing that City’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. Consultant covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of Consultant by any and all national, state, regional, county, or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement. Further, Consultant agrees that it will perform all Work in accordance with the standard of care and quality ordinarily expected of competent professionals and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, any applicable records retention requirements and Georgia’s Open Records Act (O.C.G.A. § 50-18-71, et seq.). Any additional work or costs incurred as a result of error and/or omission by Consultant as a result of not meeting the applicable standard of care or quality will be provided by Consultant at no additional cost to City. This provision shall survive termination of this Agreement. B. Budgetary Limitations. Consultant agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Consultant’s profession and industry. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant’s profession and industry, Consultant will give written notice immediately to City. C. City’s Reliance on the Work. Consultant acknowledges and agrees that City does not undertake to approve or pass upon matters of expertise of Consultant and that, therefore, City bears no responsibility for Consultant’s Work performed under this Agreement. Consultant acknowledges and agrees that the acceptance of Work by City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant’s performance. Consultant further agrees that no approval of designs, plans, specifications or other work product by any person, body or agency shall relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant’s Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles. D. Consultant’s Reliance on Submissions by City. Consultant must have timely 5 information and input from City in order to perform the Work required under this Agreement. Consultant is entitled to rely upon information provided by City, but Consultant shall provide immediate written notice to City if Consultant knows or reasonably should know that any information provided by City is erroneous, inconsistent, or otherwise problematic. E. Consultant’s Representative. __Nathan Holder_____ [INSERT NAME] shall be authorized to act on Consultant’s behalf with respect to the Work as Consultant’s designated representative, provided that this designation shall not relieve either Party of any written notice requirements set forth elsewhere in this Agreement. F. Assignment of Agreement. Consultant covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of City. As to any approved subcontractors, Consultant shall be solely responsible for reimbursing them, and City shall have no obligation to them. G. Responsibility of Consultant and Indemnification of City. Consultant covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. Consultant shall bear all losses and damages directly or indirectly resulting to it and/or City on account of the performance or character of the Work rendered pursuant to this Agreement. Consultant shall defend, indemnify and hold harmless City and City’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful, negligent or tortious act or omission arising out of the Work, performance of contracted services, or operations by Consultant, any subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or anyone for whose acts or omissions Consultant or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder; provided that this indemnity obligation shall only apply to the extent Liabilities are caused by or result from the negligence, recklessness, or intentionally wrongful conduct of the Consultant or other persons employed or utilized by the Consultant in the performance of this Agreement. This indemnity obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an Indemnified Party, by any employee of Consultant, its subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or anyone for whose acts Consultant or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement. 6 H.Independent Contractor. Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of City. Nothing in this Agreement shall be construed to make Consultant or any of its employees, servants, or subcontractors, an employee, servant or agent of City for any purpose. Consultant agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of consultants, agents or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. Consultant agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and City by virtue of this Agreement with Consultant. Any provisions of this Agreement that may appear to give City the right to direct Consultant as to the details of the services to be performed by Consultant or to exercise a measure of control over such services will be deemed to mean that Consultant shall follow the directions of City with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and City may hire additional entities to perform the Work related to this Agreement. Inasmuch as City and Consultant are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. Consultant agrees not to represent itself as City’s agent for any purpose to any party or to allow any employee of Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. Consultant shall assume full liability for any contracts or agreements Consultant enters into on behalf of City without the express knowledge and prior written consent of City. I.Insurance. (1)Requirements: Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by Consultant, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: Consultant shall maintain the following insurance policies with coverage and limits no less than: (a) Commercial General Liability coverage of at least $1,000,000 (one million dollars) combined single limit per occurrence and $2,000,000 (two million dollars) aggregate for comprehensive coverage including for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use 7 resulting therefrom. (b) Commercial Automobile Liability (owned, non-owned, hired) coverage of at least $1,000,000 (one million dollars) combined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Professional Liability of at least $1,000,000 (one million dollars) limit for claims arising out of professional services and caused by Consultant’s errors, omissions, or negligent acts. (d) Workers’ Compensation limits as required by the State of Georgia and Employers’ Liability limits of $1,000,000 (one million dollars) per occurrence or disease. (If Consultant is a sole proprietor, who is otherwise not entitled to coverage under Georgia’s Workers’ Compensation Act, Consultant must secure Workers’ Compensation coverage approved by both the State Board of Workers’ Compensation and the Commissioner of Insurance. The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers’ Compensation Act. Further, Consultant shall provide a certificate of insurance indicating that such coverage has been secured and that no individual has been excluded from coverage.) (e) Commercial Umbrella Liability Coverage: $ ___N/A_ per occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Commercial Automobile Liability, Employers’ Liability, and Professional Liability. (3) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by City in writing so that City may ensure the financial solvency of Consultant; self-insured retentions should be included on the certificate of insurance. (4) Other Insurance Provisions: Each policy shall contain, or be endorsed to contain, the following provisions respectively: (a) General Liability, Automobile Liability and (if applicable) Umbrella Liability Coverage. (i) Additional Insured Requirement. City and City’s elected and appointed officials, officers, boards, commissioners, employees, representatives, consultants, servants, agents and volunteers (individually “Insured Party” and collectively 8 “Insured Parties”) shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, leased, or used by Consultant; automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require the Consultant to provide liability insurance coverage to any Insured Party for claims asserted against such Insured Party for its sole negligence. (ii) Primary Insurance Requirement. Consultant’s insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self-insurance maintained by the Insured Parties shall be in excess of Consultant’s insurance and shall not contribute with it. (iii)Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. (iv) Separate Coverage. Coverage shall state that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to limits of insurance provided. (v)Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) Subrogation. The insurer shall agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by Consultant for City. (b) Workers’ Compensation Coverage. The insurer providing Workers’ Compensation Coverage will agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by Consultant for City. (c) All Coverages. (i) Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall 9 not be suspended, voided, or canceled except after thirty (30) calendar days prior written notice (or 10 calendar days if due to non-payment) has been given to City. City reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law. (ii) Starting and Ending Dates. Policies shall have concurrent starting and ending dates. (iii)Incorporation of Indemnification Obligations. Policies shall include an endorsement incorporating the indemnification obligations assumed by Consultant under the terms of this Agreement, including but not limited to Section IV(G) of this Agreement. (5) Acceptability of Insurers: The insurance to be maintained by Consultant must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance policies shall be placed with insurer(s) with an A.M. Best Policyholder’s rate of no less than “A-” and with a financial rating of Class VII or greater. The Consultant shall be responsible for any delay resulting from the failure of its insurer to provide proof of coverage in the proscribed form. (6) Verification of Coverage: Consultant shall furnish to City for City approval certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement prior to the start of work. Without limiting the general scope of this requirement, Consultant is specifically required to provide an endorsement naming City as an additional insured when required. The certificates of insurance and endorsements for each insurance policy are to be on a form utilized by Consultant’s insurer in its normal course of business and are to be signed by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. City reserves the right to require complete, certified copies of all required insurance policies at any time. Consultant shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage. (7) Subcontractors: Consultant shall either (1) ensure that its insurance policies (as described herein) cover all subcontractors and the Work performed by such subcontractors or (2) ensure that any subcontractor secures separate policies covering that subcontractor and its Work. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds. 10 (8)Claims-Made Policies: Consultant shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later, and have an effective date which is on or prior to the Effective Date. (9)City as Additional Insured and Loss Payee: City shall be named as an additional insured and loss payee on all policies required by this Agreement, except City need not be named as an additional insured and loss payee on any Professional Liability policy or Workers’ Compensation policy. (10) Progress Payments: The making of progress payments to Consultant shall not be construed as relieving Consultant or its subcontractors or insurance carriers from providing the coverage required in this Agreement. J.Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit. Pursuant to O.C.G.A. § 13-10-91, City shall not enter into a contract for the physical performance of services unless: (1) Consultant shall provide evidence on City-provided forms, attached hereto as Exhibits “D” and “E” (affidavits regarding compliance with the E- Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Consultant’s subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or (2) Consultant provides evidence that it is not required to provide an affidavit because it is an individual (not a company) licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing. Consultant hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “D”, and submitted such affidavit to City or provided City with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in sub-subsection (2) above. Further, Consultant hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. In the event Consultant employs or contracts with any subcontractor(s) in connection with the covered contract, Consultant agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as 11 Exhibit “E”, which subcontractor affidavit shall become part of the Consultant/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is an individual licensed and in good standing as noted in sub-subsection (2) above. If a subcontractor affidavit is obtained, Consultant agrees to provide a completed copy to City within five (5) business days of receipt from any subcontractor. Where Consultant is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall be authorized to conduct an inspection of Consultant’s and Consultant’s subcontractors’ verification process at any time to determine that the verification was correct and complete. Consultant and Consultant’s subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Further, where Consultant is required to provide an affidavit pursuant to O.C.G.A. §13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Consultant or Consultant’s subcontractors employ unauthorized aliens on City contracts. By entering into a contract with City, Consultant and Consultant’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where Consultant or Consultant’s subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. Consultant’s failure to cooperate with the investigation may be sanctioned by termination of the Agreement, and Consultant shall be liable for all damages and delays occasioned by City thereby. Consultant agrees that the employee-number category designated below is applicable to Consultant. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91.] [DESIGNATE/MARK APPROPRIATE CATEGORY] ____ 500 or more employees. ____ 100 or more employees. _X_ Fewer than 100 employees. Consultant hereby agrees that, in the event Consultant employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, Consultant will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of state and federal law, and shall be construed to be in conformity with those laws. K. Records, Reports and Audits. (1)Records: (a) Books, records, documents, account legers, data bases, and similar 12 materials relating to the Work performed for City under this Agreement (“Records”) shall be established and maintained by Consultant in accordance with applicable law and requirements prescribed by City with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to Consultant by City under this Agreement. Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, Consultant shall furnish to City any and all Records in the form requested by City. All Records provided electronically must be in a format compatible with City’s computer systems and software. (3) Audits and Inspections: At any time during normal business hours and as often as City may deem necessary, Consultant shall make available to City or City’s representative(s) for examination all Records. Consultant will permit City or City’s representative(s) to audit, examine, and make excerpts or transcripts from such Records. Consultant shall provide proper facilities for City or City’s representative(s) to access and inspect the Records, or, at the request of City, shall make the Records available for inspection at City’s office. Further, Consultant shall permit City or City’s representative(s) to observe and inspect any or all of Consultant’s facilities and activities during normal hours of business for the purpose of evaluating Consultant’s compliance with the terms of this Agreement. In such instances, City or City’s representative(s) shall not interfere with or disrupt such activities. L.Ethics Code; Conflict of Interest. Consultant agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Consultant certifies that to the best of its knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Consultant become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Consultant shall immediately notify City. If City determines that a conflict of interest exists, City may require that Consultant take action to remedy the conflict of interest or terminate the Agreement without liability. City shall have the right to recover any fees paid for services rendered by Consultant when such services were performed while a conflict of interest existed if Consultant 13 had knowledge of the conflict of interest and did not notify City within five (5) business days of becoming aware of the existence of the conflict of interest. Consultant and City acknowledge that it is prohibited for any person to offer, give, or agree to give any City employee or official, or for any City 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. Consultant and City 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 Consultant or higher tier sub- consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. M.Confidentiality. Consultant acknowledges that it may receive confidential information of City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. Consultant agrees that confidential information it learns or receives or such reports, information, opinions or conclusions that Consultant creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of City. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Consultant acknowledges that City’s disclosure of documentation is governed by Georgia’s Open Records Act, and Consultant further acknowledges that if Consultant submits records containing trade secret information, and if Consultant wishes to keep such records confidential, Consultant must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. N.Key Personnel. All of the individuals identified in Exhibit “F”, attached hereto, are necessary for the successful completion of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Consultant’s Project Manager or members of the Project team, as listed in Exhibit “F”, without written approval of City. Consultant recognizes that the composition of this team was instrumental in City’s decision to award the Work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this paragraph shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination. O.Meetings. Consultant is required to meet with City’s personnel, or designated 14 representatives, to resolve technical or contractual problems that may occur during the Term of this Agreement at no additional cost to City. Meetings will occur as problems arise and will be coordinated by City. City shall inform Consultant’s Representative of the need for a meeting and of the date, time and location of the meeting at least three (3) full business days prior to the date of the meeting. Face-to-face meetings are desired. However, at Consultant’s option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of this Agreement for cause. P. Authority to Contract. The individual executing this Agreement on behalf of Consultant covenants and declares that it has obtained all necessary approvals of Consultant’s board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Consultant to the terms of this Agreement, if applicable. Q.Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product and other materials, including, but not limited to, those in electronic form, prepared or in the process of being prepared for the Work to be performed by Consultant (“Materials”) shall be the property of City, and City shall be entitled to full access and copies of all Materials in the form prescribed by City. Any Materials remaining in the hands of Consultant or subcontractor upon completion or termination of the Work shall be delivered immediately to City whether or not the Project or Work is commenced or completed; provided, however, that Consultant may retain a copy of any deliverables for its records. Consultant assumes all risk of loss, damage or destruction of or to Materials. If any Materials are lost, damaged or destroyed before final delivery to City, Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to City, and Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. R.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, Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this Agreement. V.COVENANTS OF CITY A. Right of Entry. City shall provide for right of entry for Consultant and all necessary equipment as required for Consultant to complete the Work; provided that Consultant shall not unreasonably encumber the Project site(s) with materials or equipment. B.City’s Representative. Stacey Inglis shall be authorized to act on City’s behalf with respect to the Work as City’s designated representative on this Project; provided that any changes to the Work or the terms of this Agreement must be approved as provided in Section II 15 above. VI. TERMINATION A.For Convenience. City may terminate this Agreement for convenience at any time upon providing written notice thereof at least seven (7) calendar days in advance of the termination date. B.For Cause. Consultant shall have no right to terminate this Agreement prior to completion of the Work, except in the event of City’s failure to pay Consultant within thirty (30) calendar days of Consultant providing City with notice of a delinquent payment and an opportunity to cure. In the event of Consultant’s breach or default under this Agreement, City may terminate this Agreement for cause. City shall give Consultant at least seven (7) calendar days’ written notice of its intent to terminate the Agreement for cause and the reasons therefor. If Consultant fails to cure the breach or default within that seven (7) day period, or otherwise remedy the breach or default to the reasonable satisfaction of City, then City may, at its election: (a) in writing terminate the Agreement in whole or in part; (b) cure such default itself and charge Consultant for the costs of curing the default against any sums due or which become due to Consultant under this Agreement; and/or (c) pursue any other remedy then available, at law or in equity, to City for such default. C.Statutory Termination. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed terminated as provided in I(D) of this Agreement. Further, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of City. D.Payment Upon Termination. Upon termination, City shall provide for payment to Consultant for services rendered and, where authorized, expenses incurred prior to the termination date; provided that, where this Agreement is terminated for cause, City may deduct from such payment any portion of the cost for City to complete (or hire someone to complete) the Work, as determined at the time of termination, not otherwise covered by the remaining unpaid Maximum Contract Price. E.Conversion to Termination for Convenience. If City terminates this Agreement for cause and it is later determined that City did not have grounds to do so, the termination will be converted to and treated as a termination for convenience under the terms of Section VI(A) above. F.Requirements Upon Termination. Upon termination, Consultant shall: (1) promptly discontinue all services, cancel as many outstanding obligations as possible, and not incur any new obligations, unless the City directs otherwise; and (2) promptly deliver to City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by Consultant in performing this Agreement, whether completed or in process, in the form specified by City. G.Reservation of Rights and Remedies. The rights and remedies of City and Consultant provided in this Article are in addition to any other rights and remedies provided under this Agreement or at law or in equity. 16 VII.MISCELLANEOUS A.Entire Agreement. This Agreement, including any exhibits hereto, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. This Agreement may be modified or amended only by a written Change Order (as provided in Section II above) or other document signed by representatives of both Parties with appropriate authorization. B.Successors and Assigns. Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties. C.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia, or the U.S. District Court for the Northern District of Georgia – Atlanta Division, and Consultant submits to the jurisdiction and venue of such court. D.Captions and Severability. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement. Should any article(s) or section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions that may for any reason be hereafter declared in valid. E.Business License. Prior to commencement of the Work to be provided hereunder, Consultant shall apply to City for a business license, pay the applicable business license fee, and maintain said business license during the Term of this Agreement, unless Consultant provides evidence that no such license is required. F. Notices. (1)Communications Relating to Day-to-Day Activities. All communications relating to the day-to-day activities of the Work shall be exchanged between City’s Representative (named above) for City and Consultant’s Representative (named above) for Consultant. (2)Official Notices. All other notices, requests, demands, writings, or 17 correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the address given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith. NOTICE TO CITY shall be sent to: City Manager City of Milton, Georgia 2006 Heritage Walk Milton, Georgia 30004 NOTICE TO CONSULTANT shall be sent to: InterDev, LLC 2650 Holcomb Bridge Rd Suite 310 Alpharetta, GA 30022 G. Waiver of Agreement. No failure by City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Consultant with this Agreement, and no custom or practice of City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect City’s right to demand exact and strict compliance by Consultant with the terms and conditions of this Agreement. Further, no express waiver shall affect any Term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. H.Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations and insurance maintenance requirements. I. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. J.Sovereign Immunity; Ratification. Nothing contained in this Agreement shall be construed to be a waiver of City’s sovereign immunity or any individual’s qualified, good faith or official immunities. Ratification of this Agreement by a majority of the Mayor and City Council shall authorize the Mayor to execute this Agreement on behalf of City. K. No Personal Liability. Nothing herein shall be construed as creating any individual or personal liability on the part of any of City’s elected or appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys or 18 volunteers. No such individual shall be personally liable to Consultant or any successor in interest in the event of any default or breach by City or for any amount which may become due to Consultant or successor or on any obligation under the terms of this Agreement. Likewise, Consultant’s performance of services under this Agreement shall not subject Consultant’s individual employees, officers, or directors to any personal contractual liability, except where Consultant is a sole proprietor. The Parties agree that, except where Consultant is a sole proprietor, their sole and exclusive remedy, claim, demand or suit for contractual liability shall be directed and/or asserted only against Consultant or City, respectively, and not against any elected or appointed official, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers. L. Counterparts; Agreement Construction and Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Consultant represents that it has reviewed and become familiar with this Agreement and has notified City of any discrepancies, conflicts or errors herein. In the event of a conflict in the terms of this Agreement and/or the exhibits attached hereto, the terms most beneficial to City shall govern. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the interest of brevity, the Agreement may omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. Words or terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires contrary meaning. M.Force Majeure. Neither City nor Consultant shall be liable for its respective non- negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of its respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond its respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of CONSULTANT; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact. N.Material Condition. Each term of this Agreement is material, and Consultant’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to City at law or in equity. IN WITNESS WHEREOF City and Consultant have executed this Agreement, effective as of the Effective Date first above written. 19 [SIGNATURES ON FOLLOWING PAGE] CONSULTANT: _Interliev, LLC Signature: Print Name: Title: Member/Manager (LLC) Signab Print T Title: Attest: Signature: Print Name: Title: City Clerk Approved as to form: City Attorney c o`S .cbu CITY OF MILTON, GEORGIA By: Joe Lockwood, Mayor 20 [CITY SEAL] EXHIBIT “A” Reserved EXHIBIT “B” Reserved EXHIBIT “C” City of Milton, GA Interim CIO and PM Support Proposal InterDev | Atlanta – Chicago 1 Proposal Interim CIO and PM Support for the City of Milton, GA May 11, 2018 City of Milton, GA Interim CIO and PM Support Proposal InterDev | Atlanta – Chicago 2 Executive Summary It has been our pleasure to work with you and your staff at the City of Milton over the past few months. Following our onsite IT Assessment activities, interviews and evaluations, we would like to propose the following support resources for the City: Virtual CIO (v-CIO) – This management level resource will provide direction and planning services for the City IT Staff. Many of the issues revealed through the IT Assessment process showed a need for extensive strategic planning to better match the City’s IT efforts with the rest of the City’s progressive plans. InterDev’s vCIO would act as a liaison with all the City’s departmental directors to help align goals and efforts across the whole City. The management role for the vCIO would involve directing the efforts of the City’s current IT team and any additional resources to execute all agreed upon plans and projects. This could easily be a full-time position but we feel that it can be effectively accomplished by carefully directing the City’s IT Management staff and monitoring the progress of established goals. It is not our goal to replace the current IT Manager but to direct and empower him to be more effective in the deployment of the resources at his disposal. Coaching and guidance from a vCIO level resource can provide insight and education into better ways to manage, deploy and follow through on technology efforts within the City. The pricing reflects a part time utilization of the vCIO resource. The vCIO effort will be a combination of on-site and remote management. This time can be adjusted or augmented as needed especially around larger project efforts or software deployments. Project Manager - Project Management time will also be provided on a weekly basis. The Project Manager will work closely with vCIO and City Management to ensure schedules are in place for all project initiatives and communicated appropriately to stakeholders. Large projects or extended engagements may be billed as a “per project – not to exceed” sum if requested by the City for special projects. Thank you again for the opportunity to work with you and your staff. We hope you find the proposal for these additional IT resources acceptable and that we can move forward with this important work. We are confident a partnership with InterDev, beginning with these specialized resources, will greatly assist you and your staff in advancing the City’s ability to provide the best services possible for the citizens of Milton. City of Milton, GA Interim CIO and PM Support Proposal InterDev | Atlanta – Chicago 3 Pricing and Services The pricing below will reflect the best possible rates for an engagement of this nature. Should changes in the scope of work or budgets require a change in that commitment, InterDev will be happy to discuss changes in the agreement. Pricing Table Resource Part Time Hourly Rate Monthly Charge vCIO Hourly Billing (5 hours per Week) $180.00 $3,900 Project Management Hourly or Project Billing (8 hours per Week) 96.00 3,328 Monthly Total (billed per hours utilized) $7,228 Hourly resources listed (vCIO and PM) will be billed monthly for time utilized. The vCIO time will be a combination of On-site and Remote billing. We anticipate five (5) to eight (8) hours per week of vCIO and eight (8) hours per week of PM during this engagement. Additional Available Resources Hourly Resources and Services As Needed Hourly Rate Additional Technical Consulting Resources: • Systems Engineer III $155.65 • Systems Engineer II 116.74 • Systems Engineer I 93.39 • Security Engineer 155.65 GIS Consulting Resources: • GIS II $124.52 • GIS I 93.39 1 EXHIBIT "D" STATE OF COUNTY OF CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor veres its compliance with O.C.G.A. stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton, Georgia has registered with, is authorized to use and uses the federal work authorization program cormnonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 1340-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number / d / / t bco Date of Authorization InterDev, LLC Name Vf Contractor Interim CIO and PM Support — IT Services Name of Project City of Milton, Georgia Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on , 2019 in PC h0.( (city), ( (state). Officer or d O`= Printed Ame and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE �_ DAY OF 201 . NOTA RY 7 mission Expires: r EXHIBIT “F” The following individuals are designated as Key Personnel under this Agreement and, as such, are necessary for the successful prosecution of the Work: Individual Position Project/Account Manager Nathan Holder Ashley Smith Lewis Wilkinson Virtual CIO (vCIO) Sr. Project manager MILTON ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 25, 2018 FROM: Steven Krokoff, City Manager(:_: AGENDA ITEM: Approval of Subdivision Plats - CONSENT MEETING DATE: Monday, June 4, 2018 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 (,ANO CITY ATTORNEY REVIEW REQUIRED: () YES (J40 APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: Cblc,44I2C't' 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Kathleen Field, Community Development Director Date: Submitted on May 25, 2018 for the June 4, 2018 Regular Council Meeting Agenda Item: Approval of Subdivision Plats and Revisions 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. The first minor plat described herein consists of a 5.24 acre site located at 3155 Bethany Bend to be subdivided into 3 lots yielding a density of .57 lots per acre. The purpose of this plat is to subdivide land that will be dedicated for future right of way. The second minor plat described herein consists of a 9.3 acre site located at the northeast corner of Sweet Apple and Birmingham Road to be subdivided into 3 lots yielding a density of .32 lots per acre. The lot sizes range from 3 to 3.3 acres. Funding and Fiscal Impact: None. Alternatives: Do not approve. Legal Review: None – not required. Concurrent Review: Consent Agenda Plats Staff Memo Page 2 of 7 Steven Krokoff, City Manager Attachment(s): Plat List, Location Map, Plats Name of Development / Location Action Comments / # lots Total Acres Density 1. Armstrong Garden Centers LL 898 3155 Bethany Bend Minor Plat 3 Lots 5.24 .57 Lots / acre 2. William A. Werkheiser LL 1072 Ebenezer & Sweet Apple Road Minor Plat 3 Lots 9.30 .32 Lots / acre Consent Agenda Plats Staff Memo Page 3 of 7 Consent Agenda Plats Staff Memo Page 4 of 7 Consent Agenda Plats Staff Memo Page 5 of 7 Consent Agenda Plats Staff Memo Page 6 of 7 Consent Agenda Plats Staff Memo Page 7 of 7 City of Milton, Georgia    Auditor’s Discussion & Analysis  Financial & Compliance Audit Summary  September 30, 2017          Presented by:      City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 1 PURPOSE OF ANNUAL AUDIT AGENDA         Engagement Team and Firm Information.     Overview of:  o Audit Opinion;  o Financial Statements, Footnotes and Supplementary   Information; and  o Compliance Reports.     Required Communications under Government Auditing Standards.     Accounting Recommendations and Related Matters.     Other Items and Closing Thoughts.     Answer Questions.         City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 2 MAULDIN & JENKINS – GOVERNMENTAL PRACTICE    General Information:   Founded in 1918.   Large regional firm serving the Southeastern United States.   Offices located in Macon, Atlanta, Albany, Bradenton, Chattanooga, Birmingham, and  Columbia.   Approximately 280 personnel are employed at Mauldin & Jenkins.  Governmental Sector:   Largest specific industry niche served by Firm representing 25% of Firm practice.   Serve more governmental entities in the Southeast than any other certified public  accounting firm requiring over 80,000 hours of service on an annual basis.     Approximately 90 professional staff persons with current governmental experience.   In past three (3) years, have served approx. 400 governments in the Southeast, including:     100 cities;   45 counties;   50 school systems (8 of the 10 largest in Georgia and 9 of the 30 largest in Georgia  and Florida combined) and 35 charter schools;   40 state entities;    100 special purpose entities (stand‐alone entities: water/sewer, transit, gas,  electric, airports, housing, development, other educational, retirement, libraries,  etc.); and   105 governments receiving the GFOA’s and/or ASBO’s Certificate of Achievement  for Excellence in Financial Reporting.   Experience auditing a substantial part of the State of Georgia including approximately 30%  of the State’s General Fund, and a substantial number of the State’s component units.   Experience performing forensic audit services and information technology consultations.   Experience performing municipal bond debt issuance attestation services serving clients  with over $11.0 billion in aggregate publicly issued debt instruments.   10th highest level of Single Audits conducted in U.S.A. approximating $8.0 billion annually.  Engagement Team Leaders for the City of Milton Include:   Adam Fraley ‐ Engagement Lead Partner ‐ 20 years experience, 100% governmental   Tim Lyons ‐ Engagement Director ‐ 9 years experience, 100% governmental   Justin Davis ‐ Engagement Supervisor ‐ 4 years experience, 100% governmental  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 3 MAULDIN & JENKINS – ADDITIONAL INFOMATION    Other Industries & Services by Mauldin & Jenkins:    Each of Mauldin & Jenkins’ offices provides a wide variety of services to a broad range of clientele.   We have partners and managers who are responsible for specialized practice areas of auditing and  accounting, taxes and management advisory services.  Their purpose, as leaders in the particular  practice area, is to establish policies with respect to technical matters in these specific areas and  ensure that the quality of the Firm's practice is maintained.    Industries Served:  Over the years our partners have developed expertise in certain industries  representative of a cross section of the Georgia economy, including:     Governmental Entities (state entities,   cities, counties, school systems,  business type operations, libraries, and  other special purpose entities)   SEC Registrants   Wholesale Distribution   Agri‐Businesses   Manufacturing   Professional Services   Employee Benefit Plans   Financial Institutions (community banks,    savings & loans, thrifts, credit unions,  mortgage companies, and finance  companies)   Non‐Profit Organizations   Retail Businesses   Long‐term Healthcare   Construction & Development   Individuals, Estates and Trusts   Real Estate Management    Services Provided:  This diversity of practice enables our personnel to experience a wide variety of  business, accounting and tax situations.  We provide the traditional and not‐so‐traditional services  such as:     Financial Audit/Review/Compilation  Compliance Audits & Single Audits   Agreed‐Upon Procedures   Forensic Audits   Bond Issuance Services   Performance Audits   State Sales Tax Matters   International Tax Matters   Business & Strategic Planning   Profitability Consulting   Budgeting   Buy‐Sell Agreements & Business   Valuation Issues   Income Tax Planning & Preparation  Multi‐State Income Tax Issues   Information Systems Consulting   Cost Accounting Analysis   Healthcare Cost Reimbursement   Outsourced Billing Services   Fixed Asset Inventories   Succession & Exit Strategy Consulting   Estate Planning   Management Information Systems   Employee Benefit Plan Administration   Merger/Acquisition & Expansion   Financing City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 4 INDEPENDENT AUDITOR’S REPORT    The independent auditor’s report has specific significance to readers of the financial report.    Management’s Responsibility for the Financial Statements  The financial statements are the responsibility of management.      Auditor’s Responsibility  Our responsibility, as external auditors, is to express an opinion on these financial statements  based on our audit.  We conducted our audit in accordance with auditing standards generally  accepted in the United States of America and the standards applicable to financial audits  contained in Government Auditing Standards, issued by the Comptroller General of the United  States.  We planned and performed our audit to obtain reasonable assurance about whether the  financial statements are free from material misstatement.      Opinions  We have issued an unmodified audit report (i.e., “clean opinions”).  The respective financial  statements are considered to present fairly the financial position and results of operations as of,  and for the year ended September 30, 2017.    Other Matters  Certain required supplementary information and other information is included in the financial  report, and as directed by relevant auditing standards, we have not expressed an opinion or  provided any assurance on the respective information.     Other Reporting  Government Auditing Standards require auditors to issue a report on our consideration of internal  control over financial reporting and on our tests of compliance with certain provisions of laws,  regulations, contracts and grant agreements and other matters.  We have issued such a report and  reference to this report is included in the independent auditor’s report.  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 5 REVIEW OF COMPREHENSIVE   ANNUAL FINANCIAL REPORT (CAFR)    General Information About the CAFR    A Comprehensive Annual Financial Report (CAFR) goes beyond the normal financial reporting  required by accounting principles generally accepted in the United States.  A CAFR includes at a  minimum the following elements/sections:     Introductory Section: general information on the City’s structure and  the services it provides.   Letter of Transmittal   Organizational Chart   Directory of Officials   Certificate of Achievement for Excellence in Financial Reporting     Financial Section:  basic financial statements, footnotes and required  supplementary information along with the auditor’s report.   Independent Auditor’s Report   Management Discussion & Analysis (MD&A)   Financial Statements and Footnotes     Statistical Section: broad range of financial, demographic information  useful in assessing the City’s economic condition, and this information  covers multiple years.    Financial Trends Information   Revenue Capacity Information   Debt Capacity Information   Operating Information    A CAFR goes far beyond the basic requirements of annual financial reporting, and the City should  be commended for going beyond the minimum and providing such a report.  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 6 Recognition and Award    Once completed, the fiscal year 2016 CAFR was submitted to the Government Finance Officers  Association (GFOA) for determination if the report would merit the GFOA’s Certificate of  Achievement for Excellence in Financial Reporting.  We are happy to inform everyone that the  GFOA did indeed review the CAFR and awarded the City with the sought after Certificate.      The GFOA Certificate has been made a part of the City’s 2017 fiscal year CAFR, and is included in  the Introductory Section.  The City is one of the few municipalities in the State of Georgia that  elects to report at such a high level to obtain this distinguished award.               City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 7 OVERVIEW OF FINANCIAL STATEMENTS    The City’s basic financial statements include three components:    1)  Government‐wide financial statements;   2)  Fund financial statements; and   3)  Notes to the financial statements.    The government‐wide financial statements provide a broad overview of all of the City’s funds  including the City’s blended component unit, the Milton Public Buildings and Facilities Authority.  The Statement of Net Position presents information on all assets (and deferred outflows) and  liabilities (and deferred inflows) of the City, with the resulting difference reported as net position.   The Statement of Activities presents information showing how the City’s net position changed  during the most recent fiscal year.  Revenues are categorized as program revenues or general  revenues.  Expenses are categorized by function.    The fund financial statements more closely resemble the financial statements as presented prior  to the adoption of GASB Statement No. 34.  All of the funds of the City can be divided into two (2)  categories: governmental funds (includes the General Fund) and fiduciary funds.    The City also includes, as part of the CAFR, the following information:    1) Introductory Section (including the letter of transmittal)  2) Statistical Section    Government‐Wide (Full‐Accrual) Financial Statements    As noted above, the financial report of the Government includes two (2) entity‐wide financial  statements: a Statement of Net Position; and a Statement of Activities.      Highlights of the government‐wide statements notes total assets (and deferred outflows of  resources) of approximately $129,000,000 offset by liabilities of approximately $43,000,000.  This  results in the Government reported net position (or equity) of approximately $86,000,000.  Also, a  substantial element of the net position is composed of a net investment in capital assets in the  approximate amount of $69,000,000. Restricted net position amounts to approximately  $4,000,000 leaving unrestricted net position at $13,000,000.    The statement of net position also reports the impact of GASB 68 – the City’s net pension liability  and related deferred outflows of resources.  This is the third year for the City to report such  information.  As of September 30, 2017 these amounts result in a net liability impact on the City’s  net position in the approximate amount of $900,000.  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 8 The Statement of Activities attempts to report expenses in the first column with direct offsetting  program revenues to the adjacent columns to arrive a net cost of the functional areas of  operation.  General revenues (primarily property taxes and sales taxes) come to the rescue of the  net cost functional areas resulting in the City reporting a change in net position of approximately  $10,000,000 for the fiscal year ended September 30, 2017.      General Fund    Of primary interest to the City is the General Fund, which accounts for the majority of revenues  received and funds expended in the operations of the City, including general government  activities, the City’s municipal court, public safety, public works, parks and recreation, and housing  and development.  Additionally, the City reports debt service expenditures as separate line items  in the financial statements.      The following charts present the sources of revenues and the expenditures of the General Fund for  the fiscal year ended September 30, 2017:    General Fund Revenues:  The following chart depicts the primary revenue sources of the General  Fund for the 2017 fiscal year.  Property taxes represent a key component of revenue.      City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 9   General Fund Expenditures:  The following chart presents the General Fund’s expenditures by  major function for the fiscal year ended September 30, 2017.  As expected, public safety is the  primary expenditure of the City.        Net Change in Fund Balance and the Revenues and Expenditures of the General Fund.  The chart  at the top of the following page demonstrates General Fund revenues verses expenditures for a six  (6) year period.    City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 10 - 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 40,000,000 45,000,000 2012 2013 2014 2015 2016 2017 Fiscal Year Ending June 30, General Fund Revenues, Expenditures & Transfers Revenues and Other Financing Sources Expenditures and Other Financing Uses     The following chart presents the annual net change in fund balance of the General Fund for the  past six (6) fiscal years.      443,000 (611,000) 1,602,000 (1,017,000) (12,865,000) 6,123,000 (15,000,000) (10,000,000) (5,000,000) - 5,000,000 10,000,000 Net Change in Fund Balance (FY 2012 Thru FY 2017) 2012             2013                   2014                  2015              2016               2017   City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 11 Other Governmental Funds    The City also maintains three (3) special revenue funds.  These funds account for revenues derived  from specific sources which are legally restricted to finance particular functions or activities.   Capital projects funds are used to account for revenues and expenditures related to the  renovation and/or construction of major capital assets.  Six (6) capital projects funds are  maintained by the City.    Fiduciary Funds    The City also maintains an agency fund for the City’s Municipal Court which is used to account for  the collection and disbursement of funds by the City on behalf of other governments and  individuals.  Footnotes    Note 1 – Accounting Policies:  This footnote discusses the overall organization of the City, the  nature of its operations, and the fact that it was created by the State of Georgia in 2006.  This note  also discloses pertinent information regarding the governing body of the City.    This footnote continues by sharing with a reader of the financial statements the significant  accounting policies and principles utilized in the preparation of the financial statements.    Note 2 – Reconciliation of Government‐wide Financial Statements and Fund Financial  Statements:  This footnote provides additional detailed information that is not already shown  within the financial statements themselves, on the differences between the City’s fund level  financial statements and its government‐wide financial statements. Note 3 – Legal Compliance – Budgets:  This footnote discloses the City’s procedures in establishing  its annual budget and discloses excesses of actual expenditures over appropriations for the year, if  any.    Note 4 – Deposits and Investments:  The Governmental Accounting Standards Board (GASB)  issued Statement No. 40, Deposit and Investment Risk Disclosure, an amendment of GASB  Statement No. 3, which significantly changed the disclosure in the financial statements of the City  related to deposits and investments.  The disclosure addresses common deposit and investment  risks related to credit risk, concentration of credit risk, interest rate risk, and foreign currency risk.      This footnote reflects the fact that the City maintained substantial amounts in Georgia Fund 1  which is managed by the Office of the State Treasurer for the State of Georgia.    City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 12 Note 5 – Receivables:  This footnote discloses the City’s property tax calendar and detailed  information on various receivable (and allowances for doubtful receivables) balances.   Note 6 – Capital Assets:  This footnote discloses the City’s capital asset activity and its related  accumulated depreciation for the year.    Note 7 – Long‐Term Debt:  This footnote discloses the City’s long‐term debt activity for the year,  and other information and maturities for the capital leases and bonds payable.    Note 8 – Interfund Receivables, Payables, and Transfers:  This footnote discloses detailed  information on the City’s interfund balances and transfers and the purpose of these balances and  transactions.    Note 9 – Commitments and Contingencies:  This footnote discloses the outstanding commitments  and contingencies of the City including contractual commitments and potential litigation.    Notes 10 and 11 – Pension Benefit Plans:  This footnote discloses the details of the City’s defined  benefit Pension Plan as well as the defined contribution Retirement Plans it maintains for its  employees.     Note 12 – Joint Ventures:  These footnotes disclose the City’s relationship with the Atlanta  Regional Commission and the North Fulton Regional Radio System Authority.    Note 13 – Hotel/Motel Lodging Tax:  This footnote discloses the City’s tax rate for hotel/motel  taxes, along with the amounts and nature of these revenues and expenditures.    Note 14 – Risk Management:  This footnote discloses the City’s various risks of loss.    Note 15 – Change in Accounting Principle:  This footnote discloses the City’s need to restate  beginning fund balance in the General Fund and beginning net position of governmental activities  based on a change in accounting principle for recognizing property tax revenues.        City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 13 COMPLIANCE REPORTS    The financial report package contains one (1) compliance report.      Yellow Book Report: This compliance report is a report on our tests of the City’s internal controls  and compliance with laws, regulations, etc.  The tests of internal controls were those we  determined to be required as a basis for designing our financial statement auditing procedures.   Such tests also considered the City’s compliance with certain provisions of laws, regulations,  contracts and grant agreements, noncompliance with which could have a direct and material  effect on the determination of financial statement amounts. In accordance with the respective  standards, the report is not intended to provide an opinion, but to provide a form of negative  assurance as to the City’s internal controls and compliance with applicable rules and regulations.      REQUIRED COMMUNICATIONS    The Auditor’s Responsibility Under Government Auditing Standards   and Auditing Standards Generally Accepted in the United States of America    Our audit of the financial statements of City of Milton, Georgia (the “City”) for the year ended  September 30, 2017 was conducted in accordance with auditing standards generally accepted in  the United States of America and Government Auditing Standards issued by the Comptroller  General of the United States.  Those standards require we plan and perform the audit to obtain  reasonable assurance about whether the financial statements are free of material misstatement,  whether caused by error, fraudulent financial reporting or misappropriation of assets.  An audit  includes examining, on a test basis, evidence supporting the amounts and disclosures in the  financial statements.  An audit also includes assessing the accounting principles used and  significant estimates made by management, as well as evaluating the overall financial statement  presentation.  Accordingly, the audit was designed to obtain reasonable, rather than absolute,  assurance about the financial statements.  We believe our audit accomplishes that objective.    In accordance with Government Auditing Standards, we have also performed tests of controls and  compliance with laws and regulations that contribute to the evidence supporting our opinion on  the financial statements.  However, they do not provide a basis for opining on the City’s internal  control or compliance with laws and regulations.     City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 14 Accounting Policies    Management has the ultimate responsibility for the appropriateness of the accounting policies  used by the City.  There are several new accounting standards which will be required to be  implemented in the coming years.  These are discussed later in this document.      In considering the qualitative aspects of the City’s accounting policies, we did not identify any  significant or unusual transactions or significant accounting policies in controversial or emerging  areas for which there is a lack of authoritative guidance or consensus.  The City’s policies relative  to the timing of recording of transactions are consistent with GAAP and typical government  organizations.    Management Judgments and Accounting Estimates    Accounting estimates are an integral part of the preparation of financial statements and are based  upon management’s current judgment.  The process used by management encompasses their  knowledge and experience about past and current events and certain assumptions about future  events.  Management has informed us they used all the relevant facts available to them at the  time to make the best judgments about accounting estimates and we considered this information  in the scope of our audit.  We considered this information and the qualitative aspects of  management’s calculations in evaluating the City’s significant accounting policies. Estimates  significant to the financial statements include such items the estimated lives of depreciable assets,  and the estimated allowance for uncollectible accounts.    Financial Statement Disclosures    The footnote disclosures to the financial statements are also an integral part of the financial  statements.  The process used by management to accumulate the information included in the  disclosures was the same process used in accumulating the financial statements, and the  accounting policies described above are included in those disclosures.  The overall neutrality,  consistency, and clarity of the disclosures was considered as part our audit and in forming our  opinion on the financial statements.    Significant Difficulties Encountered in Performing the Audit    We encountered no difficulties in dealing with management relating to the performance of the  audit.            City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 15 Disagreements with Management    We encountered no disagreements with management over the application of significant  accounting principles, the basis for management’s judgments on significant matters, the scope of  the audit or significant disclosures to be included in the financial statements.     Representation from Management    We requested written representations from management relating to the accuracy of information  included in the financial statements and the completeness and accuracy of various information  requested by us, during the audit.  Management provided those written representations without a  problem.     Management’s Consultations with Other Accountants    We are not aware of any consultations management had with other accountants about accounting  or auditing matters.     Significant Issues Discussed with Management    There were no significant issues discussed with management related to business conditions, plans,  or strategies that may have affected the risk of material misstatement of the financial statements.  We are not aware of any consultations management had with us or other accountants about  accounting or auditing matters. No major issues were discussed with management prior to our  retention to perform the aforementioned audit.    Audit Adjustments    During our audit of the City’s basic financial statements as of and for the year ended September  30, 2017, there were adjusting journal entries that were posted to the City’s funds.  A copy of  these entries can be found at the back of this document for your discussion and review.      Uncorrected Misstatements    We had no passed adjustments.     Independence    We are independent of the City, and all related organizations, in accordance with auditing  standards promulgated by the American Institute of Public Accountants and Government Auditing  Standards, issued by the Comptroller General of the United States.  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 16   Other Information in Documents Containing Audited Financial Statements    We are not aware of any other documents that contain the audited basic financial statements.  If  such documents were to be published, we would have a responsibility to determine that such  financial information was not materially inconsistent with the audited statements of the City.     ACCOUNTING RECOMMENDATIONS AND RELATED MATTERS    Recommendations for Improvement and Other Matters    During our audit of the financial statements as of and for the year ended September 30, 2017, we  noted some areas within the accounting and internal control systems that we believe can be  improved. Further, we noted other matters which we wish to communicate to you in an effort to  keep the City abreast of accounting matters that could present challenges in financial reporting in  future periods.  Our recommendations and proactive thoughts and communications are presented  in the following paragraphs.    Recommendations for Improvements (Management Points)  1) Collateralization of Deposits    During our testing of cash and pledged collateral requirements, we noted that as of September 30,  2017 the City had approximately $6,500 in public deposits at East West Bank that were not  properly collateralized at 110% in accordance with the Official Code of Georgia Annotated (OCGA)  Section 45‐8‐12(c). We recommend the City monitor deposits on an on‐going basis and correspond  with the respective financial institutions to ensure that all deposits over the federal depository  insurance program limit are properly collateralized in accordance with State statutes.    2) Monitoring of Debt Service Payments     During our testing of subsequent disbursements, we noted that the City made an interest payment  related to the Public Buildings and Facilities Authority revenue bond subsequent to year end that  was due May 1, 2017, but was not paid until November 2017.  In discussing this matter with City  personnel, it was noted that the City did not receive an invoice for this payment from the bank and  thus missed the payment as it became due.  As the City has increased its debt activity in recent  years and now has several long‐term obligations outstanding, we recommend the City implement  procedures to monitor its debt service payment schedules on an on‐going basis to ensure that all  debt service payments are made timely as they become due.  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 17 Other Matters for Communication to the Board and Management    During our audit of the financial statements as of and for the year ended September 30, 2016, we  noted other matters which we wish to communicate to you in an effort to keep the City abreast of  accounting matters that could present challenges in financial reporting in future periods. Our  recommendations and proactive thoughts and communications are presented in the following  paragraphs.    1) New Governmental Accounting Standards  Board (GASB) Pronouncements    As has been the case for the past 10 years, GASB has issued several other new pronouncements  which will be effective in future years.  On the pages that follow are brief summaries of the new  standards that have been issued by the GASB that will impact the City in future periods.    a) Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than  Pension Plans was issued in June of 2015, and is effective for financial statements for  periods beginning after June 15, 2016 resulting in the City’s fiscal year ending  September 30, 2017.  This statement could easily be described as the GASB No. 67 for  postemployment benefit plans due to the fact that it will closely follow the provisions of  GASB No. 67 for pension plans.    The objective of this statement is to improve the usefulness of information about  postemployment benefits other than pensions (other postemployment benefits or OPEB)  included in the general purpose external financial reports of state and local governmental  OPEB plans for making decisions and assessing accountability. This statement results from  a comprehensive review of the effectiveness of existing standards of accounting and  financial reporting for all postemployment benefits (pensions and OPEB) with regard to  providing decision‐useful information, supporting assessments of accountability and inter‐ period equity, and creating additional transparency.    This statement replaces Statements No. 43, Financial Reporting for Postemployment Benefit  Plans Other Than Pension Plans, as amended, and No. 57, OPEB Measurements by Agent  Employers and Agent Multiple‐Employer Plans. It also includes requirements for defined  contribution OPEB plans that replace the requirements for those OPEB plans in Statement  No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for  Defined Contribution Plans, as amended, Statement No. 43, and Statement No. 50, Pension  Disclosures.      City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 18 Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other  Than Pensions, establishes new accounting and financial reporting requirements for  governments whose employees are provided with OPEB, as well as for certain non‐ employer governments that have a legal obligation to provide financial support for OPEB  provided to the employees of other entities.    The scope of this statement includes OPEB plans (defined benefit and defined contribution)  administered through trusts that meet the following criteria:   Contributions from employers and non‐employer contributing entities to the OPEB  plan and earnings on those contributions are irrevocable.   OPEB plan assets are dedicated to providing OPEB to plan members in accordance  with the benefit terms.   OPEB plan assets are legally protected from the creditors of employers, non‐ employer contributing entities, and the OPEB plan administrator. If the plan is a  defined benefit OPEB plan, plan assets also are legally protected from creditors of  the plan members.  The requirements of this statement will improve financial reporting primarily through  enhanced note disclosures and schedules of required supplementary information that will  be presented by OPEB plans that are administered through trusts that meet the specified  criteria. The new information will enhance the decision‐usefulness of the financial reports of  those OPEB plans, their value for assessing accountability, and their transparency by  providing information about measures of net OPEB liabilities and explanations of how and  why those liabilities changed from year to year.     The net OPEB liability information, including ratios, will offer an up‐to‐date indication of the  extent to which the total OPEB liability is covered by the fiduciary net position of the OPEB  plan. The comparability of the reported information for similar types of OPEB plans will be  improved by the changes related to the attribution method used to determine the total  OPEB liability.     The contribution schedule will provide measures to evaluate decisions related to the  assessment of contribution rates in comparison with actuarially determined rates, if such  rates are determined. In addition, new information about rates of return on OPEB plan  investments will inform financial report users about the effects of market conditions on the  OPEB plan’s assets over time and provide information for users to assess the relative  success of the OPEB plan’s investment strategy and the relative contribution that  investment earnings provide to the OPEB plan’s ability to pay benefits to plan members  when they come due.    City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 19 b) Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits  Other Than Pensions was issued in June of 2015, and is effective for financial statements  for periods beginning after June 15, 2017 resulting in the City’s fiscal year ending  September 30, 2018.  This statement could easily be described as the GASB No. 68 for  postemployment benefit plans due to the fact that it will closely follow the provisions of  GASB No. 68 for pension plans.    The primary objective of this statement is to improve accounting and financial reporting by  state and local governments for postemployment benefits other than pensions (other  postemployment benefits or OPEB). It also improves information provided by state and  local governmental employers about financial support for OPEB that is provided by other  entities. This statement results from a comprehensive review of the effectiveness of existing  standards of accounting and financial reporting for all postemployment benefits (pensions  and OPEB) with regard to providing decision‐useful information, supporting assessments of  accountability and inter‐period equity, and creating additional transparency.    This statement replaces the requirements of Statements No. 45, Accounting and Financial  Reporting by Employers for Postemployment Benefits Other Than Pensions, as amended, and  No. 57, OPEB Measurements by Agent Employers and Agent Multiple‐Employer Plans, for  OPEB. Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other  Than Pension Plans, establishes new accounting and financial reporting requirements for  OPEB plans.     The scope of this statement addresses accounting and financial reporting for OPEB that is  provided to the employees of state and local governmental employers. This statement  establishes standards for recognizing and measuring liabilities, deferred outflows of  resources, deferred inflows of resources, and expense/expenditures. For defined benefit  OPEB, this statement identifies the methods and assumptions that are required to be  used to project benefit payments, discount projected benefit payments to their actuarial  present value, and attribute that present value to periods of employee service. Note  disclosure and required supplementary information requirements about defined benefit  OPEB also are addressed.    In addition, this statement details the recognition and disclosure requirements for  employers with payables to defined benefit OPEB plans that are administered through  trusts that meet the specified criteria and for employers whose employees are provided  with defined contribution OPEB. This statement also addresses certain circumstances in  which a non‐employer entity provides financial support for OPEB of employees of another  entity.    City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 20 In this statement, distinctions are made regarding the particular requirements depending  upon whether the OPEB plans through which the benefits are provided are administered  through trusts that meet the following criteria:     Contributions from employers and non‐employer contributing entities to the OPEB  plan and earnings on those contributions are irrevocable.   OPEB plan assets are dedicated to providing OPEB to plan members in accordance  with the benefit terms.    OPEB plan assets are legally protected from the creditors of employers, non‐ employer contributing entities, the OPEB plan administrator, and the plan  members.    The requirements of this statement will improve the decision‐usefulness of information in  employer and governmental non‐employer contributing entity financial reports and will  enhance its value for assessing accountability and inter‐period equity by requiring  recognition of the entire OPEB liability and a more comprehensive measure of OPEB  expense. Decision‐usefulness and accountability also will be enhanced through new note  disclosures and required supplementary information.    c) Statement No. 81, Irrevocable Split‐Interest Agreements was issued in March of 2016, and is  effective for financial statements for periods beginning after December 15, 2016 resulting in  the City’s fiscal year ending September 30, 2017.    Irrevocable split‐interest agreements (which are prevalent at colleges and universities)  whereby split‐interest agreements in which an asset is given to a government in trust.   During the stated term of the trust the income generated by the trust goes to the donor and  when the trust ends then the assets become the governments.  We do not expect this  pronouncement to affect the financial reporting of the City.    d) Statement No. 82, Pension Plans was issued in April 2016, and is effective for the first  reporting period in which the City’s pension plan measurement date is on or after June 15,  2017.  No real significant matters noted in this standard which addresses:     Presentation of payroll‐related measures in the Required Supplementary  Information of the annual audited financial report. Covered payroll is defined as the  payroll on which contributions are based.   Selection of actuarial assumptions.  Any deviation from guidance of Actuarial  Standards Board is not in conformity with GASB No. 67 & 68.   Classification of payments made by employers to satisfy contribution requirements:  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 21 - Payments made by employer to satisfy contribution requirements that are  identified as plan member contributions should be classified as “plan  member contributions” for GASB No. 67, and as “employee contributions”  for GASB No. 68.  - Expense to be classified as other compensation elements.  e) Statement No. 83, Certain Asset Retirement Obligations was issued in November 2016,  and is effective for the first reporting period beginning after June 15, 2018.  An asset  retirement obligation (ARO) is a legally enforceable liability associated with the retirement  of a tangible capital asset.  This statement establishes the criteria for determining the  timing and pattern of recognition of a liability and a corresponding deferred outflow of  resources for ARO’s.  Timing could be based on the occurrence of external laws,  regulations, contracts or court judgments.  Examples include the closure of a nuclear  reactor or a sewage treatment facility.  This statement addresses the financial reporting  and accounting as well as the respective disclosures relative to ARO’s.  f) Statement No. 84, Fiduciary Activities was issued in January 2017 and is effective for the  first reporting period beginning after December 15, 2018.  This statement establishes  criteria for identifying fiduciary activities with a focus on: 1) whether a government is  controlling the assets of the fiduciary activity; and, 2) the beneficiaries with whom a  fiduciary relationship exists.      Further, this statement describes four (4) fiduciary funds that should be reported, if  applicable: 1) pension and other employee benefit trust funds; 2) investment trust funds;  3) private‐purpose trust funds; and, 4) custodial funds.  Custodial funds generally should  report fiduciary activities that are not held in a trust or equivalent arrangement that meets  specific criteria.    g) Statement No. 85, Omnibus 2017 was issued in March 2017 and is effective for the first  reporting period beginning after June 15, 2017.  This statement addresses a variety of  topics including issues related to:     Component Units ‐ blending a component unit in circumstances in which the  primary government is a business‐type activity that reports in a single column for  financial statement presentation;    Goodwill ‐ reporting amounts previously reported as goodwill and “negative”  goodwill;   Real Estate ‐ classifying real estate held by insurance entities;    Fair Value Measurement and Application ‐ measuring certain money market  investments and participating interest earning investment contracts at amortized  cost;   City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 22  Postemployment benefits (pensions and other postemployment benefits [OPEB]):  - Timing of the measurement of pension or OPEB liabilities and expenditures  recognized in financial statements prepared using the current financial  resources measurement focus;   - Recognizing on‐behalf payments for pensions or OPEB in employer financial  statements;   - Presenting payroll‐related measures in required supplementary information  for purposes of reporting by OPEB plans and employers that provide OPEB;   - Classifying employer‐paid member contributions for OPEB;   - Simplifying certain aspects of the alternative measurement method for  OPEB; and,   - Accounting and financial reporting for OPEB provided through certain  multiple‐employer defined benefit OPEB plans.  h) Statement No. 86, Certain Debt Extinguishment Issues was issued in May 2017 and is  effective for the first reporting period beginning after June 15, 2017.   The primary  objective of this statement is to improve consistency in accounting and financial reporting  for in‐substance defeasance of debt by providing guidance for transactions in which cash  and other monetary assets acquired with only existing resources (resources other than the  proceeds of refunding debt) are placed into an irrevocable trust for the sole purpose of  extinguishing debt.  This statement also addresses prepaid insurance on debt that is  extinguished and the notes to financial statements for debt that is in‐substance defeased.    i) Statement No. 87, Leases was issued in June 2017 and is effective for the first reporting  period beginning after December 15, 2019.  This statement increases the usefulness of  governments’ financial statements by requiring recognition of certain lease assets and  liabilities for leases that previously were classified as operating leases and recognized as  inflows of resources or outflows of resources based on the payment provisions of the  contract.  It establishes a single model for lease accounting based on the principle that a  lease is the financing of the right to use an underlying asset.      Under this statement, a lessee is required to recognize a lease liability and an intangible  right‐to‐use lease asset, and a lessor is required to recognize a lease receivable and a  deferred inflow of resources, thereby enhancing the relevance and consistency of  information about governments’ leasing activities.     City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 23 Definition of a Lease:  A lease is defined as a contract that conveys control of the right to  use another entity’s nonfinancial asset (the underlying asset) as specified in the contract  for a period of time in an exchange or exchange‐like transaction. Examples of nonfinancial  assets include buildings, land, vehicles, and equipment. Any contract that meets this  definition should be accounted for under the leases guidance, unless specifically excluded  in this statement.    Lease Term:  The lease term is defined as the period during which a lessee has a non‐ cancelable right to use an underlying asset, plus the following periods, if applicable:     Periods covered by a lessee’s option to extend the lease if it is reasonably certain,  based on all relevant factors, that the lessee will exercise that option;    Periods covered by a lessee’s option to terminate the lease if it is reasonably  certain, based on all relevant factors, that the lessee will not exercise that option;    Periods covered by a lessor’s option to extend the lease if it is reasonably certain,  based on all relevant factors, that the lessor will exercise that option;   Periods covered by a lessor’s option to terminate the lease if it is reasonably  certain, based on all relevant factors, that the lessor will not exercise that option.  A fiscal funding or cancellation clause should affect the lease term only when it is  reasonably certain that the clause will be exercised.  Lessees and lessors should reassess  the lease term only if one or more of the following occur:       The lessee or lessor elects to exercise an option even though it was previously  determined that it was reasonably certain that the lessee or lessor would not  exercise that option;   The lessee or lessor elects not to exercise an option even though it was previously  determined that it was reasonably certain that the lessee or lessor would exercise  that option;   An event specified in the lease contract that requires an extension or termination of  the lease takes place.  Short‐Term Leases:  A short‐term lease is defined as a lease that, at the commencement of  the lease term, has a maximum possible term under the lease contract of 12 months (or  less), including any options to extend, regardless of their probability of being exercised.  Lessees and lessors should recognize short‐term lease payments as outflows of resources  or inflows of resources, respectively, based on the payment provisions of the lease  contract.     City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 24 Lessee Accounting:  A lessee should recognize a lease liability and a lease asset at the  commencement of the lease term, unless the lease is a short‐term lease or it transfers  ownership of the underlying asset. The lease liability should be measured at the present  value of payments expected to be made during the lease term (less any lease incentives).  The lease asset should be measured at the amount of the initial measurement of the lease  liability, plus any payments made to the lessor at or before the commencement of the  lease term and certain direct costs.     A lessee should reduce the lease liability as payments are made and recognize an outflow  of resources (for example, expense) for interest on the liability. The lessee should amortize  the lease asset in a systematic and rational manner over the shorter of the lease term or  the useful life of the underlying asset. The notes to financial statements should include a  description of leasing arrangements, the amount of lease assets recognized, and a schedule  of future lease payments to be made.    Lessor Accounting:  A lessor should recognize a lease receivable and a deferred inflow of  resources at the commencement of the lease term, with certain exceptions for leases of  assets held as investments, certain regulated leases, short‐term leases, and leases that  transfer ownership of the underlying asset. A lessor should not derecognize the asset  underlying the lease. The lease receivable should be measured at the present value of  lease payments expected to be received during the lease term. The deferred inflow of  resources should be measured at the value of the lease receivable plus any payments  received at or before the commencement of the lease term that relate to future periods.     A lessor should recognize interest revenue on the lease receivable and an inflow of  resources (for example, revenue) from the deferred inflows of resources in a systematic  and rational manner over the term of the lease. The notes to financial statements should  include a description of leasing arrangements and the total amount of inflows of resources  recognized from leases.   Contracts with Multiple Components and Contract Combinations:  Generally, a  government should account for the lease and non‐lease components of a lease as separate  contracts. If a lease involves multiple underlying assets, lessees and lessors in certain cases  should account for each underlying asset as a separate lease contract. To allocate the  contract price to different components, lessees and lessors should use contract prices for  individual components as long as they do not appear to be unreasonable based on  professional judgment, or use professional judgment to determine their best estimate if  there are no stated prices or if stated prices appear to be unreasonable. If determining a  best estimate is not practicable, multiple components in a lease contract should be  accounted for as a single lease unit. Contracts that are entered into at or near the same  time with the same counterparty and that meet certain criteria should be considered part  City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 25 of the same lease contract and should be evaluated in accordance with the guidance for  contracts with multiple components.   Lease Modifications and Terminations:  An amendment to a lease contract should be  considered a lease modification, unless the lessee’s right to use the underlying asset  decreases, in which case it would be a partial or full lease termination. A lease termination  should be accounted for by reducing the carrying values of the lease liability and lease  asset by a lessee, or the lease receivable and deferred inflows of resources by the lessor,  with any difference being recognized as a gain or loss. A lease modification that does not  qualify as a separate lease should be accounted for by re‐measuring the lease liability and  adjusting the related lease asset by a lessee and re‐measuring the lease receivable and  adjusting the related deferred inflows of resources by a lessor.   Subleases and Leaseback Transactions:  Subleases should be treated as transactions  separate from the original lease. The original lessee that becomes the lessor in a sublease  should account for the original lease and the sublease as separate transactions, as a lessee  and lessor, respectively.     A transaction qualifies for sale‐leaseback accounting only if it includes a sale.  Otherwise, it  is a borrowing.  The sale and lease portions of a transaction should be accounted for as  separate sale and lease transactions, except that any difference between the carrying value  of the capital asset that was sold and the net proceeds from the sale should be reported as  a deferred inflow of resources or a deferred outflow of resources and recognized over the  term of the lease.     A lease‐leaseback transaction should be accounted for as a net transaction. The gross  amounts of each portion of the transaction should be disclosed.              City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 26 j) Other Pending or Current GASB Projects.  As noted by the numerous pronouncements  issued by GASB over the past decade, the GASB continues to research various projects of  interest to governmental units.  Subjects of note include:     Re‐Examination of the Financial Reporting Model.  GASB has added this project to  its technical agenda to make improvements to the existing financial reporting  model (established via GASB 34).  Improvements are meant to enhance the  effectiveness of the model in providing information for decision‐making and  assessing a government’s accountability.  GASB anticipates issuing an initial due  process document on this project by the end of 2017.      Conceptual Framework is a constant matter being looked at by GASB.  Current  measurement focus statements (for governmental funds) to change to near‐term  financial resources measurement.  May dictate a period (such as 60 days) for  revenue and expenditure recognition.  May expense thing such as supplies and  prepaid assets at acquisition.  Will look into which balances (at all statement levels)  are measured at acquisition and which need to be re‐measured at year‐end.   Project placed on hold for now.   Economic Condition Reporting is another long‐term matter being looked into by  GASB.  Includes presentation of information on fiscal sustainability (including  projections).  Tabled for now pending resolution to issues raised on GASBs scope.    Summations of Thoughts Noted Above    We believe the implementation of these suggestions will enhance both the control environment  and the financial reporting process, making both more effective.  We also believe these  recommendations can be easily implemented, and all problems resolved quite timely should  management elect to employ the corrective measures.    FREE QUARTERLY CONTINUING EDUCATION  AND NEWSLETTERS FOR GOVERNMENTAL CLIENTS    Free Continuing Education.  We provide free continuing education (quarterly is the goal and  objective) for all of our governmental clients.  Each quarter we pick a couple of significant topics  tailored to be of interest to governmental entities.  In an effort to accommodate our entire  governmental client base, we offer the sessions several times per quarter at a variety of client  provided locations resulting in greater networking among our governmental clients.  We normally  see approximately 100 people per quarter.  We obtain the input and services of experienced  outside speakers along with providing the instruction utilizing our in‐house professionals.  We  hope City staff and officials have been able to participate in this opportunity, and that it has been  beneficial to you.  Examples of subjects addressed in the past few quarters include:   City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 27    Accounting for Debt Issuances   American Recovery & Reinvestment Act (ARRA) Updates   Best Budgeting Practices, Policies and Processes   CAFR Preparation (several times including a two (2) day hands‐on course)   Capital Asset Accounting Processes and Controls   Collateralization of Deposits and Investments   Evaluating Financial and Non‐Financial Health of a Local Government   GASB No. 51, Intangible Assets   GASB No. 54, Governmental Fund Balance (subject addressed twice)   GASB No. 60, Service Concession Arrangements (webcast)   GASB No. 61, the Financial Reporting Entity (webcast)   GASB No.’s 63 & 65, Deferred Inflows and Outflows (webcast)   GASB No.’s 67 & 68, New Pension Stds. (presented several occasions)   GASB No. 72, Fair Value Measurement and Application   GASB No.’s 74 & 75, OPEB    GASB No. 77, Tax Abatement Disclosures   GASB Updates (ongoing and several sessions)   Grant Accounting Processes and Controls   Information Technology Risk Management   Internal Controls Over Accounts Payable, Payroll and Cash Disbursements   Internal Controls Over Receivables & the Revenue Cycle   Internal Revenue Service (IRS) Issues, Primarily Payroll Matters   Legal Considerations for Debt Issuances & Disclosure Requirements   Policies and Procedures Manuals   Segregation of Duties   Single Audits for Auditees the Uniform Guidance for New Single Audits   SPLOST Accounting, Reporting & Compliance    Governmental Newsletters.  We periodically produce newsletters tailored to meet the needs of  governments.  The newsletters have addressed a variety of subjects and are intended to be timely  in their subject matter.  The newsletters are authored by Mauldin & Jenkins partners and  managers, and are not purchased from an outside agency.  The newsletters are intended to keep  you informed of current developments in the government finance environment.    City of Milton, Georgia  Auditor’s Discussion & Analysis (AD&A)  September 30, 2017 Page 28 Communication.  In an effort to better communicate our free continuing education plans and  newsletters, please email Paige Vercoe at pvercoe@mjcpa.com (send corresponding copy to  afraley@mjcpa.com), and provide to her individual names, mailing addresses, email addresses and  phone numbers of anyone you wish to participate and be included in our database.     CLOSING    We believe the implementation of these suggestions will enhance both the control environment  and the financial reporting process, making both more effective.  We also believe these  recommendations can be easily implemented, and all problems resolved quite timely should  management elect to employ the corrective measures.  If you have any questions regarding any  comments, suggestions or recommendations set forth in this memorandum, we will be pleased to  discuss it with you at your convenience.     This information is intended solely for the use of the City’s management, and others within the  City’s organization and is not intended to be and should not be used by anyone other than these  specified parties.   We appreciate the opportunity to serve the City of Milton, Georgia and look forward to serving the  City in the future.  Thank you.            Mj LTO i\'' ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 30, 2018 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of U18-07/VC18-06 - 850 and 875 Hickory Flat Road (Zoned AG -1 and C-1) by Curtis Mills - To request a Use Permit for an outdoor music festival for periodic concerts (Sec. 64-1812) on 6.48 acres and a 9 part concurrent variance to the following zoning ordinance requirements: 1) 64-1812(b) (2): To delete the opaque fence and replace with a four -board equestrian fence with a ten foot landscape strip as approved by the City Arborist. 2) 64-1812 (b) (4): To reduce the activity zone setback from 100 feet to 25 feet adjacent to the following property lines; West 421.59 feet and North 201.7 feet. 3) 64-1812 (b) (5): To allow the facility to exceed the maximum sound requirements. 4) 64-1812(b) (6): To eliminate the 3 year renewal period. 5) 64-1142(a) (3) (b): To reduce the 75 foot undisturbed buffer and 10 foot improvement setback to a 10 foot landscape strip adjacent to the west property line 421.59 feet and North property line 201.71 and delete for remaining property lines. 6) 64-1317(f: To delete the required landscape islands for the parking lot. 7) 64-1346(b): To increase the rural section building maximum setback from 20 feet to 430 feet. 8) 64-1323(a): Parking lot to be located in front of a building. 9) 64-1323(cl: To allow the parking lot to be in one large area. MEETING DATE: Monday, June 4, 2018 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 2006 Heritage Walk Milton, GA P: 678.242.2500 l F: 678.242.2499 info@cityofmiltongo.us I www.cityofmiltonga.us Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 1 PETITION NUMBERS U18-07/VC18-06 ADDRESS 850 and 875 Hickory Flat Road DISTRICT, LAND LOT 2/2 342 and 379 OVERLAY DISTRICT Birmingham Crossroads Overlay District EXISTING ZONING AG-1 (Agricultural) and C-1 (Community Business) PROPOSED USE PERMIT Festivals or events; indoor/outdoor ACRES 6.486 EXISTING USE Buice Store and associated parking PROPOSED USE Matilda’s music venue OWNER/APPLICANT Curtis Mills ADDRESS 16355 Birmingham Hwy Milton, GA 30004 To request a Use Permit for an outdoor music festival for periodic concerts (Sec. 64- 1812) on 6.486 acres and a 9 part concurrent variance to the following zoning ordinance requirements: 1) 64-1812(b)(2): To delete the opaque fence and replace with a four-board equestrian fence with a ten foot landscape strip as approved by the City Arborist. 2) 64-1812 (b)(4): To reduce the activity zone setback from 100 feet to 25 feet adjacent to the following property lines; West 421.59 feet and North 201.71 feet. 3) 64-1812 (b) (5): To allow the facility to exceed the maximum sound requirements. 4) 64-1812(b) (6): To eliminate the 3 year renewal period. 5) 64-1142(a)(3)(b): To reduce the 75 foot undisturbed buffer and 10 foot improvement setback to a 10 foot landscape strip adjacent to the west property line 421.59 feet and North property line 201.71 feet and delete for remaining property lines. 6) 64-1317(f): To delete the required landscape islands for the parking lot. 7) 64-1346(b): To increase the rural section building maximum setback from 20 feet to 430 feet. 8) 64-1323(a): Parking lot to be located in front of a building. 9) 64-1323(c): To allow the parking lot to be in one large area. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 2 COMMUNITY DEVELOPMENT DEPARTMENT RECOMMENDATION –MAY 23, 2018 U18-07 – APPROVAL CONDITIONAL VC18-06– Parts 1, 2, 3, 5, 6, 7, 8 and 9 – APPROVAL CONDITIONAL VC18-06, Part 4 - DENIAL Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 3 PLANNING COMMISSION RECOMMENDATION –MAY 23, 2018 U18-07 – APPROVAL CONDITIONAL – Voted 4-1 VC18-06– Parts 1 THROUGH 9 – APPROVAL CONDITIONAL – Voted 4-1 The Planning Commission recommended the following conditions/and or changes to the proposed conditions: 1) To the owner’s agreement to the following use requirements: a) Months, Days and hours of operation shall be the following: i. Friday and/ or Saturday within each week not to exceed 6 performances in a single month. ii. Hours of operation shall be from 7:00 p.m. to 11:00 p.m. iii. April 1st through October 31st. b) There shall be no more than 200 300 attendees at any given time for each concert/performance. 4) To the owner’s agreement to the following site development considerations: b) Provide a minimum 5 foot high 54 inch high , four-board equestrian fence to be consistent with the adjoining property line fence with a ten foot landscape strip as approved by the City Arborist adjacent to the following property lines; West 421.59 feet and North 201.7 where they abut AG-1 (Agricultural) used for residential use. (VC18-06, Part 1) e) Provide a 60 foot setback and a 10 foot landscape strip adjacent to the west property line 421.59 feet and north property line 201.71 feet. except where the building encroaches Allow a maximum 10 foot encroachment into the 60 foot setback for the re-located building adjacent to the west property line. (VC18-06, Part 5) k) Submit a lighting plan to be in compliance with the Night Sky Ordinance prior to the first concert. l) The subject site shall only be served by on-site septic. m) The event facility shall not be limited to a three-year period from the date of approval for the use permit. (VC18-06, Part 4) Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 4 5) To the owner’s agreement to abide by the following requirements, dedication and improvements: c) Dedicate at no cost to the City of Milton a 20’ by 20’ right of way miter at the corner of SR 372/Birmingham Highway and Hickory Flat Road prior to the issuance of a Business License, Land Disturbance Permit, Subdivision Plat or Certificate of Occupancy (whichever comes first). Staff has included the following Conditions recommended by the Planning Commission in the Recommended Conditions at the end of the Staff report; 1.a), 1.a)iii., 4.b), 4.e), 4.k), and 4.l) Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 5 LOCATION MAP Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 6 EXISTING ZONING MAP Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 7 2035 FUTURE LAND USE MAP Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 8 SITE PLAN SUBMITTED – MARCH 29, 2018 Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 9 West property line (adjacent to single family residence zoned AG-1) West property line (looking further north) Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 10 North property line adjacent to single family residence zoned AG-1 Looking East toward Buice Store and intersection Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 11 Looking North on the property Power Easement looking toward the northwest Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 12 Stand of forest on northern portion of site. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 13 SUBJECT SITE The subject site is zoned AG-1 (Agricultural) and C-1 (Community Business) and developed with the Buice Store and associated parking. There is also a large amount of open field and mature forests as well as a 100 foot wide power easement across the 6.486 acre site. REQUEST AND BACKGROUND Mr. Curtis Mills, the applicant and owner of the subject site is requesting a Use Permit to create a music venue under Section 64-1812 (Festivals or events; indoor/outdoor) which requires it to go before the Planning Commission and City Council for review and recommendation. The below description is based on the applicant’s letter of intent received March 29, 2018. The property is currently zoned AG-1 (Agricultural) and C-1 (Community Business) unconditional where the Buice Store is located. The applicant proposes to have Matilda’s Under the Pines relocated from its Alpharetta location on Hwy 9 to the subject site because the Alpharetta property will be redeveloped and the operator, Mary Jane Potter, wants to relocate it to Mr. Mills’ property. The current location has been operating for over 15 years and events are attended by average size groups of approximately 150 people to a peak number of 200 people. The musical acts are typically Nashville based with a wide variety of musical styles appealing to a variety of musical tastes. The music is typically acoustic with amplification. Music events are “open air” so are typically conducted in warmer months, from April through November on either Friday or Saturday nights. Event frequency is between two times per month or once a week, depending on booking availability and attendee interest. Doors typically open at 7:00 p.m. with socializing until shows start at around 8:30 p.m. Music typically completes by 10:30 p.m. or 11:00 p.m. at the latest. The intent is to replicate the above described scheduling. The audience usually brings boxed hors d’oeuvres and dinner. Seating is either brought by attendees with some tables and chairs provided by the facility. These events are “family friendly” and an open area beyond the seating is used by children of attendees for nearby safe play. The applicant intends to replicate the seating approach and children’s play area. There are currently no restroom facilities on the site. The intention would be to add small restroom facilities which have been included in the overall square footage of the submitted application but in the interim, portable bathrooms will be provided on the site in the appropriate area to serve the public. In addition, attendees could utilize the Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 14 bathroom facilities in the Buice Store that is currently being planned for a full service restaurant. The actual music stage is the covered porch of a small old farm house that is referred to as “The Hen House”. The applicant intends to move this structure intact, for the exact same use. The existing house measures a total of 493 square feet of interior and the exterior side porch that is the actual stage, measuring 213 square feet. The applicant intends to add 200 square feet for a future bathroom addition for a total of approximately 693 square feet of interior space. Please note that the submitted site plan indicates 673 square feet which should be 693 square feet. The interior is used for musician preparation, instruments, etc. There is no plumbing at present and intent is to add a bathroom facility for the musicians and public in the future which is included in the 693 square feet. The existing facility on Hwy 9 has approximately 12 parking spaces, with mos t parking provided by adjoining parking lots that are unused during the concerts. The attendees are accustomed to walking to get to the venue, and this is considered part of the appeal. A growing number of attendees use ride services so parking needs are reduced. Parking is proposed on-site for the use. Picture of Relocated Building from Hwy 9 in Alpharetta (AKA Hen House) Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 15 Looking toward the seating area at the current location. SITE PLAN ANALYSIS Based on the applicant’s revised site plan and revised letter of intent submitted to the Community Development Department on March 29, 2018, Staff offers the following considerations: Festivals or events; indoor/outdoor (Section 64-1812) Required Standards Meets the Standard (a) Required districts. AG-1, O-I, MIX, C-1, C-2, M-1A, M-1, and M-2. Yes (b) Standards. (1) Permitted curb cut access shall not be from local streets. Yes (2) Eight-foot-high 100-percent opaque fencing shall be provided adjacent to residential districts or AG-1 districts used for single-family dwellings. No (3) Hours of operation shall be limited to 8:00 a.m. to 11:00 p.m. when adjacent to residential districts or AG-1 districts used for single-family dwellings. Yes Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 16 (4) Activity areas, including parking, shall be at least 100 feet from a residential district or AG-1 districts used for single-family dwellings. No (5) A maximum continuous sound level of 60 dBA and a maximum peak sound level of 75 dBA shall not be exceeded at property lines of adjacent to land which is used for residential districts or AG-1 districts used for single-family dwelling purposes. No (6) The festival or event shall be limited to a three-year period from the date of the city council's approval not to exceed a total of 180 consecutive days in a calendar year. No Part 1 - 64-1812(b)(2): To delete the opaque fence and replace with a four- board equestrian fence with a ten foot landscape strip as approved by the City Arborist. The required eight foot opaque fence would be inappropriate for the rural landscape that is indicative of Milton (refer to first two photos of the west property line) and instead replace it with the appropriate four board equestrian fence adjacent to residential districts or AG-1 (Agricultural) used for single family residential. The only property owner that would be impacted to the west already has an equestrian fence installed which is in keeping with the rural look within the City. An opaque, eight foot high is not an allowed type of fence where it can be seen from the right-of-way. In addition, the applicant has stated that a 10-foot landscape strip would be planted along the fence line to be approved by the City Arborist. The intent is to provide landscaping that is native and natural looking to the area and to integrate the four existing specimen trees along the western property line. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance Based on the intent of the area to be rural in character by utilizing an equestrian style fence and landscaping instead of an 8 foot opaque fence, the request does not offend the spirit or intent of this zoning ordinance. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. The amount of eight foot high opaque fencing for approximately 620 linear feet will negatively impact the bucolic, rural atmosphere that currently exists on the property. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 17 The actual activity for the music venue is located approximately 430 feet from Hickory Flat Road and the proposed equestrian fence and landscaping so as not to cause a substantial detriment to the public good and surrounding properties. (4) That the public safety, health and welfare are secured, and that substantial justice is done. The proposed fencing and landscaping provides for the public safety, health and welfare, and that substantial justice is done. Therefore, Staff recommends Approval Conditional of Part 1 of VC18-07. Part 2 - 64-1812 (b)(4): To reduce the activity zone setback from 100 feet to 25 feet adjacent to the following property lines; West 421.59 feet and North 201.7 feet. The primary activity with the stage and seating area is in the rear approximately 430 feet from the front of the property. The relocated stage is proposed to be 50 feet from the property line to the west near the corner of the property. Although the applicant has requested a reduction from 100 feet to 25 feet, Staff recommends that if this concurrent variance is approved, that the setback for activities be 60 feet. In addition, to allow the encroachment of 10 feet into the 60 foot setback for the relocated building adjacent to the west property line. This would provide additional protection to the adjacent residence to the west by requiring activities to be 60 feet from the property line. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. If the setback is reduced to 60 feet by providing appropriate separation between the use and the adjacent residence this request would not offend the spirit or intent of this zoning ordinance. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. The required 100 feet activity setback would limit the usable area for the proposed music venue. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 18 The actual activity for the music venue is located approximately 430 feet from Hickory Flat Road with pedestrian traffic being the primary activity running parallel to the west property line. (4) That the public safety, health and welfare are secured, and that substantial justice is done. The location of the primary activity is located 50 feet from the adjacent residence as well as the pedestrian traffic and therefore the public safety, health and welfare are secured. Therefore, Staff recommends Approval Conditional of Part 2 of VC18-07 with a reduction from 100 feet to 60 feet and the relocated building to encroach 10 feet into the setback. Part 3 - 64-1812 (b) (5): To allow the facility to exceed the maximum sound requirements. The applicant measured the sound of a recorded acoustical band on the subject site. The continuous sound and the peak sound was measured at 75 dBa directly behind the stage at the property line and 62 dBa further south along the property line near the residence. In addition, measurement points were at 60 dBa with ambient/road noise with no music. The use permit standard requires a continuous sound of 60 dBa and peak sound of 75 dBa. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. The maximum continuous and peak sound was measured at 75 dBa behind the relocated building at the property line. The City’s noise ordinance which was adopted in September, 2017 which permits acoustical/outside noise from a commercial area to be a maximum of 85 dBa on Fridays or Saturdays between the hours of 9 a.m. and 11 p.m. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. Since the ordinance sound levels were not defined for musical performances, limiting them to the defined levels would reduce the performance quality. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 19 The measured sound levels are just above the allowed maximum sound levels. In addition, the City’s noise ordinance allows this type of use to be up to 85 dBa up to 11:00 p.m. on Fridays and Saturdays. (4) That the public safety, health and welfare are secured, and that substantial justice is done. Based on the readings of the sound for a band on the site and the maximum permitted sound levels within the City’s noise ordinance, public safety, health and welfare are secured. Therefore, Staff recommends APPPROVAL CONDITIONAL of VC18-06 – Part 3 with the following condition: The maximum noise permitted measured at the following property lines where a residential use is located; West 421.59 feet and North 201.7 feet shall not exceed 85 dBa peak or continuous sound on Fridays or Saturdays between the hours of 7:00 p.m. and 11:00 p.m. Part 4 - 64-1812(b) (6): To eliminate the 3 year renewal period. The applicant is requesting to seek relief from this requirement to renew the Use Permit in 3 years. The purpose of this requirement is to ensure that the proposed facility would not be allowed to continue past three years if it proves to have a negative impact on adjacent and nearby properties and citizens. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. It is Staff’s opinion that if this request is granted it would offend the spirit or intent of this zoning ordinance because it would not allow the Mayor and City Council to consider the impact to adjacent and nearby residents after three years. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. The applicant has not presented any extraordinary and exceptional situations or conditions that would prevent adherence to this requirement. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 20 If this request is granted it may cause a substantial detriment to the public good and surrounding properties if the proposed use is not allowed to be re-evaluated in three years to determine if has a negative impact on the City. (4) That the public safety, health and welfare are secured, and that substantial justice is done. Public safety, health and welfare may not be secured and substantial justice may not be done if the opportunity to re-evaluate the use is not provided. Therefore, based on the above considerations, Staff recommends Denial of Part 4 of VC18-07. Rural Milton Overlay District The proposed site plan meets the requirements of the Rural Milton Overlay District as required pursuant to Sec. 64-1142 except for the following requested concurrent variance. Part 5 - 64-1142(a)(3)(b): To reduce the 75 foot undisturbed buffer and 10 foot improvement setback to a 10 foot landscape strip adjacent to the west property line 421.59 feet and North property line 201.71 feet and delete for remaining property lines. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. The adjacent residential use on the west property line is near Hickory Flat Road, while the stage or “hen house” is approximately 430 feet to the north of Hickory Flat Road. In addition, parking is away from the west property line and foot traffic to the stage would be guided down the center and eastern porti on of the property which is over 100 feet from the west property line. In addition, the applicant has spoken to the adjacent residential property owner and has agreed to a condition that includes a 60 foot setback which is consistent with the proposed 60 foot activity setback from the west property line. Therefore, it is Staff’s opinion that relief, if granted, would not offend the spirit or intent of this zoning ordinance. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 21 The required 75 foot undisturbed buffer and 10 foot improvement setback would create unreasonable constraints on the property given the shape of the lot and possibly render it unusable for the proposed use. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. The proposed equestrian fence, 10 foot landscape strip and 60 foot activity setback would not cause a substantial detriment to the public good and surrounding properties. (4) That the public safety, health and welfare are secured, and that substantial justice is done. It is Staff’s opinion that the public safety, health and welfare are secured, and that substantial justice is done if the concurrent variance is approved with conditions. Therefore, Staff Recommends APPROVAL CONDITIONAL of VC18-06, Part 5 with the following conditions: 1) Provide a 60 foot setback and a 10 foot landscape strip adjacent to the west property line 421.59 feet and north property line 201.71 feet except where the building encroaches adjacent to the west property line. 2) Delete the 75 foot undisturbed buffer and 10 foot improvement setback adjacent to the remaining property lines adjacent to AG-1 zoned property. Birmingham Crossroads Overlay District Part 6 - 64-1317(f): To delete the required landscape islands for the parking lot. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. The City Arborist will allow the landscape strip along Hickory Fl at Road to provide needed parking lot trees in addition to additional trees planted along the northern portion of the gravel parking lot. This will provide the intended shade for parking similar to landscape islands and is in keeping with the spirit or intent of the zoning ordinance requirement for landscape islands in a parking lot. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 22 A portion of the existing parking lot has been in existence for many years and the insertion of landscape islands would not be consistent with the past history of the property. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. By planting trees on the south and north borders of the parking lot, it would not cause a substantial detriment to the public good and surrounding properties. (4) That the public safety, health and welfare are secured, and that substantial justice is done. Public safety, health and welfare are not negatively impacted and substantial justice is done if the request is approved. Therefore, Staff recommends APPROVAL of VC18-06, Part 6 to delete the above requirement. Part 7 - 64-1346(b): To increase the rural section building maximum setback from 20 feet to 430 feet. The applicant’s request to allow a music venue with the stage or “hen house” located 430 feet from the front property line is necessary based on the necessity to have the music away from the road and directed away from adjacent and nearby residences. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. This requirement was designed to encourage a walkable, village feel with newly constructed buildings close to the road. This type of facility requires it to be further from the road to ameliorate the noise and activity associated with the use and therefore does not offend the spirit or intent of this zoning ordinance. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. If the music was performed close to the street and road, parking would be more difficult, crowds more visible, and sound levels louder than 430 feet back which is being requested. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 23 (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. Compliance with this requirement would cause detriment to the public good and surround properties and the requested variance makes the use a better neighbor. (4) That the public safety, health and welfare are secured, and that substantial justice is done. Public safety, health and welfare are not impacted and substantial justice is done. Therefore, Staff recommends APPROVAL CONDITIONAL of VC18-06, Part 7. Part 8 - 64-1323(a): Parking lot to be located in front of a building. The existing gravel parking lot is located in front of the re-located building which is 430 feet north of the street. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. This requirement was designed to encourage a village feel with directly visible and accessible retail and commercial structures, without parking creating clutter and breaking the streetscape. In this case and for this use, the facility is intentionally pushed as far off the road as possible to minimize impact from event sight and sound, so the parking would be separated by hundreds of feet. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. There is no practical way to move parking to behind the facility without disrupting the actual events while in progress. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. The parking lot has been in existence for a long time and has not currently or in the future cause a substantial detriment to the public good and surrounding properties. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 24 (4) That the public safety, health and welfare are secured, and that substantial justice is done. Public safety, health and welfare are not negatively impacted and substantial justice is done with the location of the parking lot in front of the building. Therefore, Staff recommends APPROVAL CONDITIONAL of VC18-06, Part 8. Part 9 - 64-1323(c): To allow the parking lot to be in one large area. The existing gravel parking lot is located in front of the re-located building which is 430 feet north of the street. (1) Relief, if granted, would not offend the spirit or intent of this zoning ordinance. This requirement for dividing parking lots in small areas was designed to encourage a village feel. On this site, the designated parking area has been in association with Buice’s Store and more recently Wilbur and Rudy’s as a single area in the past. (2) There are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the variance applicant. It is Staff’s opinion that extra parking separation would add no aesthetic value over the existing and longtime gravel parking use and is not necessary. (3) Relief, if granted would not cause a substantial detriment to the public good and surrounding properties. The parking lot has been in existence for a long time and has not currently or in the future caused a substantial detriment to the public good and surrounding properties. (4) That the public safety, health and welfare are secured, and that substantial justice is done. Public safety, health and welfare are not negatively impacted and substantial justice is done with one large parking lot. Therefore, Staff recommends APPROVAL CONDITIONAL of VC18-06, Part 9. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 25 City Arborist It appears that no specimen trees will be impacted as a result of the proposed site layout. If site plan revisions are proposed in the future, staff will reevaluate disturbance to existing trees. Staff notes that the proposed on-site septic system is for the future renovation of the Buice Store for a restaurant. Fire Marshal This type of building for the concert venue would be classified as an aesthetically-pleasing storage building. Sprinklers will not be required, but will require an emergency/exit light and a fire extinguisher. Transportation Birmingham Crossroads Overlay requires alternative paths or sidewalks along existing and internal roads. Connect existing sidewalk on SR 372/Birmingham Highway to site with pedestrian path or sidewalk.  Pedestrian paths may be installed instead of sidewalks as approved by the director of community development department.  Sidewalk widths shall be a specified in section 64-1316. Pedestrian paths shall be a minimum of five feet wide and shall be made out of a hard surface material such as concrete, brick or pavers. Paths may be gravel or gravel dust if approved by the community development director.  Sidewalks for all new projects should connect with existing walks, where applicable.  Paths from the sidewalk to the buildings, between buildings, and to parking lots should be established with minimal interruption by vehicular circulation, parking lots, and service areas.  Pedestrian paths shall be designed to minimize automobile and pedestrian interaction.  To the extent feasible, paths shall be designed to connect to existing or future paths and to developments adjacent to the crossroads. Environmental Site Analysis The Environmental Site Analysis (ESA) report was completed as required by the Zoning Ordinance. On the site, there is a stream and the wetlands are located adjacent to the stream in the rear of the property within the 25 foot stream buffers. Further, there are no floodplain, steep slopes, archeological/historical sites (The Buice Store is not on the City of Milton or National Register of Historical Places), endangered vegetation or wildlife on the site. The applicant has submitted the appropriate tree survey and shall comply with the City of Milton Tree Ordinance. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 26 Public Involvement Community Zoning Information Meeting On April 24, 2018 the applicant was present at the Community Zoning Information Meeting held at the Milton City Hall. There were approximately 15 members of the community in attendance at the meeting. The following issues were brought up at the meeting:  Concerned that there would not be adequate parking on the site or if off site, the safety of pedestrians crossing Hickory Flat Road if they park across the street.  Concerned regarding the noise produced by the concerts and impact on adjoining property owners. City of Milton Design Review Board Meeting Courtesy Review – May 1, 2018 The following comments were made at the meeting:  Adhere to the letter of the law in regard to the requested concurrent variances. Public Participation Plan and Report The applicant submitted the Public Participation Report on May 16, 2018. The public participation meeting was held on May 7, 2018 at 6:00 p.m. at 875 Hickory Flat Road (Buice Store). There was two community persons in attendance and the applicant and operator of the proposed venue. Discussed the site plan and no specific concerns were expressed. USE PERMIT CONSIDERATIONS In the interest of the public health, safety and welfare, the Mayor and City Council may exercise limited discretion in evaluating the site proposed for a use that requires a Use Permit. In exercising such discretion pertaining to the subject use, the Mayor and City Council shall consider each of the following as outlined in Sec. 64-1552 of the Zoning Ordinance: Use Permit Considerations. Staff has reviewed said items pertaining to the subject use, and, offers the following comments: 1. Whether the proposed use is consistent with the land use or economic development plans adopted by the Mayor and City Council: The proposed development is within the Agricultural, Equestrian, Estate Residential (AEE) and Mixed Use/Living Working (MLW) land use categories on the City of Milton 2035 Comprehensive Plan Map contained in the City Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 27 of Milton Comprehensive Plan Update 2016. The proposed use permit for a festival/event, indoor or outdoor is permitted in the AG-1 (Agricultural) and C-1 (Community Business) districts which are acceptable zoning districts for the AEE and MU/LW land use categories. In addition, the following Plan Objectives are consistent with the proposed use: o We will encourage the preservation of natural resource areas and preserve contiguous green open spaces development of land in appropriatly designated areas as development occurs. o We will seek opportunities to provide pleasant, accessible, public gathering places and parks throughout the community. o We will encourage development that is sensitive to the overall setting of the community and will contribute to our community’s character and sense of place. Compatibility with land uses and zoning districts in the vicinity of the property for which the use permit is proposed: The adjacent use to the west, is a single family residential use zoned AG-1 (Agricultural) as well as further to the west are single family residences zoned AG-1 (Agricultural). Further to the northwest, north and north east is the City of Milton Birmingham Park. Directly to the east is the Shell gas station and convenience and package stores which is zoned C-1 (Community Business) with no conditions. To the south is MIX (Mixed Use) zoning developed with small offices, retail, and a bank pursuant to RZ2004-116. Further to the south is the Birmingham United Methodist Church zoned AG-1 (Agricultural). Based on these surrounding uses and zoning, it is Staff’s opinion that the proposed music venue is compatible with surrounding land uses if approved with the Recommended Conditions. 2. Whether the proposed use may violate local, state and/or federal statutes, ordinances or regulations governing land development: The proposed use does not appear to violate any ordinances or regulations governing land development if the concurrent variances are approved. 3. The effect of the proposed use on traffic flow, vehicular and pedestrian, along adjoining streets: The proposed use’s effect on the traffic flow, vehicular and pedestrian, along adjoining streets should be limited based on the frequency and time of the performances limited to Friday or Saturday evenings during the month. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 28 4. The location and number of off-street parking spaces; The proposed parking is located on the southern portion of the property within the existing gravel area. The applicant has 44 parking spaces shown. This type of festival use requires 2 per 1,000 square feet of ground area identified for festivals and music festivals related seating. The site plan indicates a total of 12,000 square feet for related seating. Therefore, a minimum of 24 parking spaces is required. Although, the site plan exceeds the minimum required, the applicant should consider providing additional parking to the north of the existing gravel parking as grass parking outside of the Staff’s recommended 60 foot activity setback from the west property line. 5. The amount and location of open space: The proposed site provides adequate open space based on the fact that there will only be a small building used for the bands to play and the gravel parking lot. The remainder of the site will be undisturbed or open except where the proposed septic system utilized by a future restaurant within the existing Buice Store is located. 6. Protective screening: It is Staff’s opinion, if the proposed use is approved with the recommended conditions for a 10 foot landscape strip, equestrian style fence, and the 60 foot activity setback adjacent to the single family residence to the west, these items will provide adequate screening for the residential use. Further screening is not needed based on the adjacent use to the northwest, north, northeast being Birmingham Park and to the east which is the gas station zoned C-1 (Community Business). 7. Hours and manner of operation: The applicant’s letter of intent states that concerts will be held between April and November, either on a Friday or Saturday night depending on booking availability and attendee interest. Staff has included a condition to limit the operation between April 1st and October 31st. The “doors” will be open at 7:00 pm. with socializing until the shows start at around 8:30 and typically end by 10:30 or 11:00 at the latest. It is Staff’s opinion that the above mentioned hours of operation are reasonable for the proposed uses. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 29 8. Outdoor lighting: The applicant has not indicated any additional lighting on the site but at the Planning Commission stated that there would be “string lights” along the path to the concert area. If lighting is proposed, it must comply with the Night Sky Ordinance. 9. Ingress and egress to the property. There are two curb cuts on the property. When previous uses were in operation, only entering vehicles came into the eastern curb cut and exiting vehicles would exit the western curb cut to alleviate any cross traffic with the intersection at Birmingham Hwy and Hickory Flat. It is Staff’s opinion that this same traffic pattern should be kept if this Use Permit is approved. CONCLUSION If approved with the Recommended Conditions, the proposed music venue is consistent with the City of Milton Comprehensive Plan Update 2016 and Objectives. In addition, it is Staff’s opinion that the proposed music venue would contribute to the vitality of the Birmingham Crossroads which in turn may contribute additional patronage to the area, especially on weekend evenings. Therefore, Staff recommends that U18-07 be APPROVED CONDITIONAL and further VC18-06, Parts 1, 2, 3, 5, 6, 7, 8 and 9 be APPROVED AND VC18-06, Part 4 be DENIED. Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 30 RECOMMENDED CONDITIONS If this petition is approved by the Mayor and City Council, a Use Permit would be approved for Festivals or events, outdoor/indoor (Sec. 64-1812) subject to the owner’s agreement to the following enumerated conditions. 1) To the owner’s agreement to restrict the use of the subject property as follows: a) Festivals or events, outdoor/indoor on 6.486 acres within the AG-1 (Agricultural) and C-1 (Community Business). (U18-07) b) A 693 square foot performance stage and associated uses. c) All uses and densities permitted within the C-1 (Community Business) zoning district (Article VI, Division 18 of the Zoning Ordinance) as delineated on the City of Milton Zoning Map. 2) To the owner’s agreement to abide by the following: a) Substantial compliance with the Site Plan received by the Community Development Department on March 29, 2018, and whereby the exact layout of the project may contain minor deviations approved by the Community Development Director provided the deviations remain consistent with the purpose and intent of the Council’s approval of the Use Permit. Notwithstanding the contents of the site plan, the project must meet or exceed the requirements of the Zoning Ordinance, all other applicable city ordinances and these conditions. The site plan may be revised with the approval of the Community Development Director in order to comply with city codes and zoning conditions. Unless otherwise noted herein, compliance with all conditions shall be in place prior to the issuance of the first Certificate of Occupancy. 3) To the owner’s agreement to the following use requirements: a) Months, Days and hours of operation shall be the following: i. Friday or Saturday within each week. ii. Hours of operation shall be from 7:00 p.m. to 11:00 p.m. iii. April 1st through October 31st. b) There shall be no more than 200 attendees at any given time for each concert/performance. 4) To the owner’s agreement to the following site development considerations: Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 31 a) Provide adequate temporary bathroom facilities, including handicapped accessible until which time permanent bathroom facilities can be provided. Said facilities shall be placed outside of any required setbacks and located in an inconspicuous are of the property. b) Provide a 54 inch high , four-board equestrian fence to be consistent with the adjoining property line fence with a ten foot landscape strip as approved by the City Arborist adjacent to the following property lines; West 421.59 feet and North 201.71 feet where they abut AG-1 (Agricultural) used for residential use. (VC18- 06, Part 1) c) Provide 60 foot activity zone setback adjacent to the following property lines with the relocated structure to encroach into the setback; West 421.59 feet and North 201.71 feet where they abut AG-1 (Agricultural) used for residential use. (VC18-06, Part 2) d) The maximum noise permitted measured at the following property lines where a residential use is located; West 421.59 feet and North 201.71 feet shall not exceed 85 dBa peak or continuous sound on Fridays or Saturdays between the hours of 7:00 p.m. and 11:00 p.m. (VC18-06, Part 3) e) Provide a 60 foot setback and a 10 foot landscape strip adjacent to the west property line 421.59 feet and north property line 201.71 feet. Allow a maximum 10 foot encroachment into the 60 foot setback for the re-located building adjacent to the west property line. (VC18-06, Part 5) f) Delete the 75 foot undisturbed buffer and 10 foot improvement setback adjacent to the remaining property lines adjacent to AG-1 zoned property (Birmingham Park). (VC18-06, Part 5) g) To delete the required landscape islands for the parking lot and replace with plantings as approved by the City Arborist adjacent to Hickory Flat Road and the north side of the parking area. (VC18-06, Part 6) h) To provide a 430 foot rural section building maximum setback for the relocated structure. (VC18-06, Part 7) i) To provide parking in front of the relocated building. (VC18-06, Part 8) Prepared by the Community Development Department for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Presentation on June 4, 2018). 5/31/2018 U18-07/VC18-06 Page 32 j) To allow the parking lot to be in one large area. (VC18-06, Part 9) k) Submit a lighting plan to be in compliance with the Night Sky Ordinance prior to the first concert. l) On-site septic only shall serve the subject site. 5) To the owner’s agreement to abide by the following requirements, dedication and improvements: a) Access to the site and frontage improvements shall be subject to the approval of City of Milton Department of Public Works, prior to the issuance of a Business License, Land Disturbance Permit, Subdivision Plat or Certificate of Occupancy (whichever comes first). Entrance(s) and frontage improvements shall conform to Chapter 48 Streets, Sidewalks and Other Public Places and Chapter 64 Zoning of the City of Milton Code of Ordinances. b) If at such time the Director of Public Works determines that the traffic generated by the site impacts the operations of SR 372 Birmingham Highway or Hickory Flat Road, he/she may require the owner to conduct a traffic study to determine if the development warrants any additional improvements at no cost to the city. If improvements are determined to be warranted, owner shall install those at no cost to the city. c) Reserve to the City of Milton a 20’ by 20’ right of way miter at the corner of SR 372/Birmingham Highway and Hickory Flat Road prior to the issuance of a Business License, Land Disturbance Permit, Subdivision Plat or Certificate of Occupancy (whichever comes first). ORDINANCE NO._______ PETITION NO. U18-07/ VC18-06 STATE OF GEORGIA COUNTY OF FULTON AN ORDINANCE TO APPROVE A USE PERMIT FOR FESTIVALS OR EVENTS; INDOOR/OUTDOOR (SEC. 64-1812) ON 6.486 ACRES LOCATED AT 850 AND 875 HICKORY FLAT ROAD AND A 9 PART CONCURRENT VARIANCE BE IT ORDAINED by the City Council for the City of Milton, Georgia while in regular session on June 18, 2018 at 6:00 p.m. as follows: SECTION 1. That the Zoning Ordinance of the City of Milton be amended, so that the property located at 850 and 875 Hickory Flat Road consisting of a total of approximately 6.486 acres, as described in the legal description attached hereto, be approved for a Use Permit subject to the Conditions of Approval, and concurrent variances; and SECTION 2. That the Festivals or events; indoor/outdoor Use Permit approved hereby are subject to the provisions of Sec. 64-1812, of the Zoning Ordinance of the City of Milton; and SECTION 3. That the property shall be developed in compliance with the Conditions of Approval as described as attached; provided that no uses or conditions hereby approved (including any site plan) shall authorize the violation of any district regulations other than as authorized by the variances approved hereby; and SECTION 4. That all ordinances or part of ordinances otherwise in conflict with the terms of this ordinance are hereby repealed; and SECTION 5. This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature of approval of the Mayor. ORDAINED this 18th day of June, 2018. Approved: ______________________ Joe Lockwood, Mayor Attest: ________________________________ Sudie Gordon, City Clerk (Seal) RECOMMENDED CONDITIONS If this petition is approved by the Mayor and City Council, a Use Permit would be approved for Festivals or events, outdoor/indoor (Sec. 64-1812) subject to the owner’s agreement to the following enumerated conditions. 1) To the owner’s agreement to restrict the use of the subject property as follows: a) Festivals or events, outdoor/indoor on 6.486 acres within the AG-1 (Agricultural) and C-1 (Community Business). (U18-07) b) A 693 square foot performance stage and associated uses. c) All uses and densities permitted within the C-1 (Community Business) zoning district (Article VI, Division 18 of the Zoning Ordinance) as delineated on the City of Milton Zoning Map. 2) To the owner’s agreement to abide by the following: a) Substantial compliance with the Site Plan received by the Community Development Department on March 29, 2018, and whereby the exact layout of the project may contain minor deviations approved by the Community Development Director provided the deviations remain consistent with the purpose and intent of the Council’s approval of the Use Permit. Notwithstanding the contents of the site plan, the project must meet or exceed the requirements of the Zoning Ordinance, all other applicable city ordinances and these conditions. The site plan may be revised with the approval of the Community Development Director in order to comply with city codes and zoning conditions. Unless otherwise noted herein, compliance with all conditions shall be in place prior to the issuance of the first Certificate of Occupancy. 3) To the owner’s agreement to the following use requirements: a) Months, Days and hours of operation shall be the following: i. Friday or Saturday within each week. ii. Hours of operation shall be from 7:00 p.m. to 11:00 p.m. iii. April 1st through October 31st. b) There shall be no more than 200 attendees at any given time for each concert/performance. 4) To the owner’s agreement to the following site development considerations: a) Provide adequate temporary bathroom facilities, including handicapped accessible until which time permanent bathroom facilities can be provided. Said facilities shall be placed outside of any required setbacks and located in an inconspicuous are of the property. b) Provide a 54 inch high , four-board equestrian fence to be consistent with the adjoining property line fence with a ten foot landscape strip as approved by the City Arborist adjacent to the following property lines; West 421.59 feet and North 201.71 feet where they abut AG-1 (Agricultural) used for residential use. (VC18-06, Part 1) c) Provide 60 foot activity zone setback adjacent to the following property lines with the relocated structure to encroach into the setback; West 421.59 feet and North 201.7 1 feet where they abut AG-1 (Agricultural) used for residential use. (VC18-06, Part 2) d) The maximum noise permitted measured at the following property lines where a residential use is located; West 421.59 feet and North 201.71 feet shall not exceed 85 dBa peak or continuous sound on Fridays or Saturdays between the hours of 7:00 p.m. and 11:00 p.m. (VC18-06, Part 3) e) Provide a 60 foot setback and a 10 foot landscape strip adjacent to the west property line 421.59 feet and north property line 201.71feet. Allow a maximum 10 foot encroachment into the 60 foot setback for the re-located building adjacent to the west property line. (VC18-06, Part 5) f) Delete the 75 foot undisturbed buffer and 10 foot improvement setback adjacent to the remaining property lines adjacent to AG-1 zoned property (Birmingham Park). (VC18-06, Part 5) g) To delete the required landscape islands for the parking lot and replace with plantings as approved by the City Arborist adjacent to Hickory Flat Road and the north side of the parking area. (VC18-06, Part 6) h) To provide a 430 foot rural section building maximum setback for the relocated structure. (VC18-06, Part 7) i) To provide parking in front of the relocated building. (VC18-06, Part 8) j) To allow the parking lot to be in one large area. (VC18-06, Part 9) k) Submit a lighting plan to be in compliance with the Night Sky Ordinance prior to the first concert. l) The subject site shall only be served by on-site septic. 5) To the owner’s agreement to abide by the following requirements, dedication and improvements: a) Access to the site and frontage improvements shall be subject to the approval of City of Milton Department of Public Works, prior to the issuance of a Business License, Land Disturbance Permit, Subdivision Plat or Certificate of Occupancy (whichever comes first). Entrance(s) and frontage improvements shall conform to Chapter 48 Streets, Sidewalks and Other Public Places and Chapter 64 Zoning of the City of Milton Code of Ordinances. b) If at such time the Director of Public Works determines that the traffic generated by the site impacts the operations of SR 372 Birmingham Highway or Hickory Flat Road, he/she may require the owner to conduct a traffic study to determine if the development warrants any additional improvements at no cost to the city. If improvements are determined to be warranted, owner shall install those at no cost to the city. c) Reserve to the City of Milton a 20’ by 20’ right of way miter at the corner of SR 372/Birmingham Highway and Hickory Flat Road prior to the issuance of a Business License, Land Disturbance Permit, Subdivision Plat or Certificate of Occupancy (whichever comes first). SITE PLAN RECEIVED ON MARCH 29, 2018 eD TO: FROM: AGENDA ITEM: MEETING DATE: MILTON'Ir ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 30, 2018 Steven Krokoff, City Manager Consideration of RZ18-10 -To amend Section 64-1 Definitions. Monday, June 4, 2018 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: (.BYES () NO CITY ATTORNEY REVIEW REQUIRED: (-KYES () NO APPROVAL BY CITY ATTORNEY: (,, IAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 From: Carter Lucas, Assistant City Manager To: Honorable Mayor and City Council Members Re: Text Amendment – RZ18-10 – To amend Sec. 64-1 Definitions and Date: May 29, 2018 for June 18, 2018 Mayor and City Council Meeting (June 4, 2018 First Presentation and June 11, 2018 Council Work Session) Department Recommendation: The Community Development Department recommends Approval of the proposed text amendment. Executive Summary: The purpose of the text amendment below is to make revisions to encourage the development of large lots within the City. This initiative was begun last fall and Staff has been directed by the Mayor and City Council to provide the citizens a more user friendly method to meet this goal of preserving larger lots. The proposed definition for “Driveway, modified single-family residential” will support access to large lot subdivisions (three acre minimum) and is consistent with Chapter 50-Subdivisions text amendments to be presented in July. A detailed overview was presented at the Planning Commission Meeting on May 23, 2018. The Planning Commission unanimously recommended approval of the proposed changes to Sec. 64-1. Legal Review: Paul Frickey - Jarrard & Davis (June, 2018) Attachment(s): RZ18-10 Text Amendment and ordinance. Page 1 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Parking lot means an off-street area which is used for the temporary parking of vehicle whether paid or unpaid. Typically, lots are surfaced and improved and may include a parking garage as a multi -story facility. Parking space means an area designated for the parking of one vehicle on an all-weather surface. No more than two carport or garage spaces may offset the minimum parking requirements in a single - family residential district. (Specifications included in article VIII.) Path means a cleared way for pedestrians and bicycles that may or may not be paved or otherwise improved. Pawnshop means a business that lends money at interest on personal property deposited with the lender until redeemed. Personal care home/assisted living. (1) The term "personal care home/assisted living" means a state -licensed use in which domiciliary care is provided to adults who are provided with food, shelter and personal services. (2) The term "personal care home/assisted living" does not include: a. Hospitals; b. Convalescent centers; c. Nursing homes; d. Hospices; e. Clinics; or f. Similar institutions devoted primarily to the diagnosis and treatment of the sick or injured. Personal services, stand alone, means those buildings specifically designed and used for providing personal grooming, and hygiene services. Pet grooming means caring for the appearance of domesticated animals kept for pleasure, including bathing and brushing services. Photography studio means a room or building used for professional com mercial photography. Pipeline means any conduit through which natural gas, petroleum, oxygen, or other flammable or combustible products, or any of their derivative products are conveyed or intended to be conveyed. Plans review means the act of reviewing plans and specifications to ensure that proposed undertakings comply with various governing laws, ordinances and resolutions. Compliance is subsequently utilized to determine that work and materials are in accordance with approved plans and specifications. Plant nursery. (1) The term "plant nursery" means any land used to raise trees, shrubs, flowers and other plants for sale or transplanting. (2) The term "plant nursery" does not include: a. The retail sale of any related garden supplies such as chemical fertilizer, tools and other similar goods and equipment; or b. The retail sale of plants not grown on the property. Plat, final, means a finished drawing of a subdivision which provides a complete and accurate depiction of all legal and engineering information requ ired by the subdivision regulations (chapter 50). Certification is necessary for recording. Page 2 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Plat, preliminary, means a drawing which shows the proposed layout of a subdivision in sufficient detail to indicate its workabilityclearly indicate its and feasibility, but is not in final form for recordingation pursuant to the subdivision regulations (chapter 50). The preliminary plat is the first stage in securing a land disturbance permit. Plumbing shop associated with retail sales means a commercial establishment used primarily for the sale of plumbing and lighting equipment, and supplies. Pool hall means any public place including three or more pool tables where a person is permitted to play the game of billiards and for which a charge is made for use of equ ipment or for which no charge is made for use of equipment and where alcoholic beverages are being served. Porch means a roofed open structure projecting from the exterior wall of a building and having at least 70 percent of the total area of the vertical planes forming its perimeter unobstructed in any manner except by insect-screening between floor and ceiling. Primary variance. See "Variance." Printing shop means a commercial establishment where copying, reproduction and other business services are performed. Prison/correctional facility. (1) The term "prison/correctional facility" means a public or state -licensed private owned buildings, and all accessory uses and structures, used for long -term confinement housing and supervision of persons who are serving terms of imprisonment for violat ion of criminal laws. (2) The term "prison" is distinguished from a jail, in that a prison is considered to be larger and for longer terms, and is normally operated under the authority or jurisdiction of the state or federal government. (See section 64-1826, private correctional facility.) Property, when used in conjunction with an application for rezoning, means an area of land composed of less than one lot, or of accumulations of one or more lots, or parts thereof. Protected zone means all lands that fall outside the buildable area of a parcel, all areas of a parcel required to remain in open space, all areas required as landscape strips and buffers (including zoning buffers, state water buffers and tributary buffers) and all tree save areas according to: (1) The provisions of this zoning ordinance; (2) Conditions of zoning; (3) Use permit or variance approval; and (4) The tree preservation ordinance (article III of this zoning ordinance). Race track means the use of a course devoted to the rac ing of motor and non-motorized vehicles or animals, and all improvements normally associated with racing such as off -street parking, patron seating, concessions, and a fixed race track. Radio and television station means an installation consisting of one or more transmitters or receivers, used for radio and, or television communications. This definition includes broadcasting organizations and/or studios. Recreation fields means an outside area designed and equipped for the conduct of sports and leisure time activities including, but not limited to: (1) Softball; (2) Soccer; (3) Football; and (4) Field hockey. Page 3 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Recreational court, private. (1) The term "private recreational court" means an improved area designed and intended for the playing of a game or event such as basketball or tennis, and which serves a single -family dwelling, duplex dwelling and multifamily dwelling, or combinations of dwelling types, including such improved areas which are owned and/or controlled by a neighborhood club or sim ilar organization. (2) The term "private recreational court" does not include a basketball goal adjoining a driveway of typical residential driveway dimensions. Recreational court, public, means an improved area designed and intended for the playing of a game or event such as basketball or tennis, and is operated as a business or as a club unless such club is a neighborhood club or similar organization identified under the definition "Recreational court, private." Recreational facilities includes: (1) Parks; (2) Recreation areas; (3) Golf courses; (4) Playgrounds; (5) Recreation counters (indoor and outdoor); (6) Playing fields; and (7) Other similar uses or facilities. Recreational vehicle means a vehicle used for leisure time activities and as a dwelling un it while traveling. The dimensions of a recreational vehicle shall not exceed a width of eight and one -half feet and a length of 45 feet. (1) The term "recreational vehicle" includes: a. A camper; b. A motor home; and c. A travel trailer. (2) The term "recreational vehicle" does not include a mobile home. Recycling center, collecting, means any facility utilized for the purpose of collecting materials to be recycled including, but not limited to, plastics, glass, paper and aluminum materials. Suc h use may be principal or accessory to a nonresidential use on nonresidentially zoned property, except AG -1 zoned properties unless the primary use is a permitted nonresidential use. Recycling center, processing. (1) The term "processing recycling center" means any facility utilized for the purpose of collecting, sorting and processing materials to be recycled including, but not limited to, plastics, glass, paper and aluminum materials whenever such use is permitt ed in M-1 and M-2 zoning districts. (2) The term "processing recycling center" does not include a landfill. Relocated residential structure means a dwelling which has been removed from one location for relocation to another lot. Repair garage, automobile, means a use which may provide a full range of automotive repairs and services including major overhauls. The term "automobile repair garage" includes paint and body shops. Page 4 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Repair garage, truck and heavy equipment means a use which may provide a full range of repairs and services including major overhauls on trucks and heavy equipment. The term "truck and heavy equipment repair garage" includes paint and body shops. Repair shop means a commercial establishment where small appliances, electronics and sm all motors are restored to working condition. Research laboratory means a workplace for the conduct of scientific research. Residential use/dwelling means any building or portion thereof where one actually lives or has his or her home. The term "residential use/dwelling" also means a place of human habitation. Restaurant means a food service use which involves the preparation and serving of food to seated patrons. The restaurant seating area must be at least 40 percent of the gross square footage of the restaurant facility. Seating space located outside of the main structure (i.e., patios, decks, etc.) shall not be included in calculating the seating space. The term "restaurant" includes a cafeteria. Restaurant, fast food, means a food service establishm ent which sells food from a counter or window for consumption on-premises or off-premises. Tables may be provided, and food may be served at a table, but may not be ordered from a table. Retail use means a business whose primary purpose is the sale of mer chandise to consumers. Retreat. See "Lodge." Riding area means an area utilized for equestrian purposes including practice sessions, shows, etc., which may or may not be covered or with or without designated seating structures. Right-of-way means a portion of land over which a local or state government has designated a right of use. Roadside produce stand means a use offering either farm -grown, prepared food products such as fruits, vegetables, canned foods, or prepared packaged meats for sale from a ve hicle or a temporary structure. The consumption of food on-site is prohibited. Roadside vending means the sale of merchandise such as clothing, crafts, household item, firewood, etc., from a temporary table or cart. Roominghouse means a residential use other than a hotel or motel in which lodging may be provided to nonhousehold members for periods of 30 days or longer, and which does not include the provision of meals. Rural or agricultural event facility means a permanently established facility to include indoor or outdoor and indoor/outdoor or both sites utilized on a regular or seasonal basis for public and private gatherings. The facility takes advantage of special rural characteristics such as natural features, historic structures and landscapes, spe cial views, open vistas, or a secluded pastoral locale. Types of uses may include but are not limited to weddings, corporate events, retreats, community events, private parties and family gatherings/reunions. Salvage/storage/junk facility means any use involving the storage or disassembly of wrecked or junked automobiles, trucks or other vehicles; vehicular impound lots; storage, bailing or otherwise dealing in scrap irons or other metals, used paper, used cloth, plumbing fixtures, appliances, brick, wood or other building materials; and the storage or accumulation outside of a storage building of used vehicle tires or tire carcasses which cannot be reclaimed for their original use. Such uses are storage and salvage facilities whether or not all or part of such operations are conducted inside or outside a building or as principal or accessory uses. State approval is required for all sites utilized for reclamation and disposal of toxic and hazardous waste. Scale refers to the relationship of the size of a bu ilding to neighboring buildings and of a building to a site. In general, the scale of new construction should relate to the majority of surrounding buildings. Page 5 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) School, business, music or dance, means an educational institution devoted to a specific field o f learning whether public or private. School, private, means an educational use having a curriculum at least equal to a public school, but not operated by the Fulton County Board of Education. School, special, means an educational use devoted to special education, including the training of gifted, learning disabled, mentally or physically handicapped persons, but not operated by the Fulton County Board of Education. Schools, colleges and universities means any educational facility established under the l aws of the state (and usually regulated in matters of detail by local authorities), in the various districts, counties, or towns, maintained at the public expense by taxation, and open, usually without charge, to all residents of the city, town or other district; private schools which have students regularly attending classes and which teach subjects commonly taught in these schools of this state; any educational facility operated by a private organization or local county, or state that provides training or education beyond and in addition to that training received in grades kindergarten to 12th, including, but not limited to: (1) Trade, business and vocational schools; and (2) Any institution of higher learning, consisting of an assemblage of colleges u nited under one corporate organization or government, affording instruction in the arts and sciences and the learned professions, and conferring degrees. Screen means a fence, wall, hedge, landscaping, earthen berm, buffer area or any combination of these that is designed to provided a visual and physical barrier. Seasonal business use means a primary use involving the sale of items related to calendar holidays, such as Christmas trees, Halloween pumpkins, etc., which may be conducted outside. Secondary variance. See "Variance." Self-storage/mini means a single-level structure or group of structures containing separate spaces/stalls and which are leased or rented to individuals for the storage of goods. Self-storage/multi means a multi-level structure containing separate storage rooms/stalls under a single roof that are leased or rented. Senior housing means a single-family or multifamily development intended for, operated for and designed to accommodate residents 55 years of age and older. Senior housi ng communities are designed for seniors to live on their own, but with the security and conveniences of community living. Some provide communal dining rooms and planned recreational activities (congregate living or retirement communities), while others provide housing with only minimal amenities or services. Service commercial use means a business whose primary purpose is to provide a service. Service line means a distribution line that transports natural gas from a common source of supply to: (1) A customer meter or the connection to a customer's piping, whichever is farther downstream; or (2) The connection to a customer's piping if there is no customer meter. The term "customer meter" means the meter that measures the transfer of gas from one operator to a customer. Service station means a use which provides for the sale of motor vehicle fuels and automotive accessories, and which may provide minor repair and maintenance services. A service station shall be limited to four or fewer bays excluding no more than one attached or detached bay for washing cars. Setback means a space between a property line and a building or specified structure. Page 6 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Setback, minimum, means the minimum yards as specified in the various use districts. A minimum required space between a property line and a structure. An area identified by a building line. Sidewalk means a paved area designated for pedestrians which is constructed in accordance with city standards. Site plan means a detailed plan, drawn to scale, base d on a certified boundary survey, and reflecting conditions of zoning approval, various requirements of state law, and zoning ordinances and other applicable ordinances. Site plan, preliminary, means a detailed plan, normally associated with rezoning and use permit requests, which is drawn to scale and reflects the various requirements of state law and of city ordinances. A preliminary site plan must be drawn to scale and shall contain information listed for such a plan as prescribed by the community development department. Skywalk means an elevated, grade separated pedestrian walkway or bridge located over a public right-of-way. Special event. (1) The term "special event" means an event or happening organized by any person or organization which will generate or invite considerable public participation and spectators for a particular and limited purpose of time including, but not limited to: a. Special sales and service promotions; b. Car shows; c. Arts and crafts shows; d. Horse shows; e. Carnivals, festivals, exhibitions, circuses and fairs; f. Show houses; and g. Tours of homes for charity. (2) Special events are not limited to those events conducted on the public streets but may occur entirely on private property. (3) Special events may be for profit or nonprofit. (4) Special events which will occur in the public right -of-way, such as roadway footraces, fundraising walks, bike-a-thons, parades, etc., are subject to the approval of the city police department. Specified anatomical areas means less than completely and opaquely covered human genitals, pubic regions, buttocks, or female breasts below a point immediately above th e top of the areola; and human male genitals in a discernibly turgid state, even if completely and opaquely covered. Specified sexual activities means: (1) Human genitals in a state of sexual stimulation or arousal; (2) Acts of human masturbation, sexual intercourse or sodomy; or (3) Fondling or other erotic touching of human genitals, pubic regions, buttocks or female breasts. Spill light means the light that illuminates surfaces beyond the intended area of illumination caused by the uncontrolled direct light component from the luminaires. Stadium means a large open or enclosed structure used for sports and other major events and partly or completely surrounded by tiers of seats for spectators. Page 7 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) Stormwater better site design means nonstructural site design approaches and techniques that can reduce a site's impact on the watershed and can provide for nonstructural stormwater management. The term "stormwater better site design" includes but is not limited to: (1) Conserving and protecting natural areas and greenspace; (2) Reducing impervious cover; and (3) Using natural features for stormwater management. Stormwater management means the collection, conveyance, storage, treatment and disposal of stormwater runoff in a manner intended to prevent increased flood damage, streambank channel erosion, habitat degradation and water quality degradation as determined by engineering studies, in a manner which enhances and promotes the public health, safety and general welfare. Stormwater management facility means any infrastructure that effects stormwater management and which controls or conveys stormwater runoff. Story. (1) The term "story" means a portion of a building between the surface of any floor and the floor or space above it; (2) The term "story" does not include basements and attics. Story, half, means a heated and finished area below a roof, one or more of the vertical walls of which are less than normal ceiling height for the building. Street means a roadway/right-of-way located and intended for vehicular traffic. Streets may be public or they may be private if specifically approved by the community develo pment department as part of a subdivision plat or approved through the privatization process. (1) Public streets means rights-of-way used for access owned and maintained by the federal, state, or local government. (2) Private streets means roadways and parallel sidewalks similar to and having the same function as a public street, providing vehicular and pedestrian access to more than one property, but held in private ownership (as distinct from a driveway). Private streets are constructed to city standards but owned and maintained by a private entity. Necessary easements for ingress and egress for police, fire, emergency vehicles and all operating utilities shall be provided. Should the city ever be petitioned to assume ownership and maintenance of the private streets prior to dedication of the streets, they must be brought to acceptable city stan dards subject to the approval of the director of public works. (3) Stub-out streets means streets having one end open to traffic and being temporarily terminated at the other. Stub-outs generally do not have, but may be required to have, a temporary vehicular turnaround. This temporary termination is to provide connectivity to future developments and may be constructed without curb and gutter provided such stub -out street meets the standards of the fire department. (4) Driveway, modified single-family residential, access or shared (private drive ) means a paved or unpaved area used for ingress or egress of vehicles which allows access from a street to a building, other structure or facility for no more than five single -family residential lots that are all a minimum of 3 acres in size. Driveway means a vehicular access way in private ownership, other than a private street, which provides access primarily to only one property or project, or to no more than three single-family detached residences. (5) Roadway. a. The term "roadway" means the paved or graveled portion of a street from back of curb to back of curb (or edge of pavement to edge of pavement for streets not having curbs). Formatted: Font: Italic Page 8 of 8 RZ18-10 – Text Amendment to Definitions of Chapter 64 prepared for the City of Milton Mayor and City Council Meeting on June 18, 2018 (First Reading on June 4, 2018 and Council Work Session on June 11, 2018) b. The term "roadway" does not include driveway aprons, bridge s, and large single and multi- cell culverts which in a hydrologic sense can be considered to function as a bridge. (6) Freeway means any multi-lane roadway having full access control and separation of directional traffic. A freeway accommodates large vol umes of high speed traffic and provides efficient movement of vehicular traffic for interstate and major through travel. (7) Principal arterial means any roadway that has partial or no access control and is primarily used for fast or heavy traffic. Emphasis is placed on mobility rather than access to adjacent land. (8) Minor arterial means any roadway that has partial or no access control and is primarily used for interconnectivity of major arterials and places more emphasis on access to adjacent land o ver mobility than principal arterials. (9) Collector road means any roadway that has partial or no access control and has more emphasis on access to adjacent land over mobility than arterials. The primary purpose is to distribute trips to and from the arterial system to their destination points and allow access to the local roads. (10) Local road means any roadway that has no access control and places strong emphasis on access to adjacent land over mobility while service to through traffic is discourage d. (11) Full access control means that preference is given to through traffic by providing access connections only with selected public roads and by prohibiting crossing at grade and direct private connections. (12) Partial access control means that preference is given to through traffic to a degree that in addition to connection with selected public roads, there may be some crossing at grade and some private connections. (13) No access control means that preference is generally given to access to adj acent land rather than mobility. STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ18-10 AN ORDINANCE TO AMEND SEC 64.1 DEFINITIONS OF THE ZONING ORDINANCE. BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on June 18, 2018 6:00 p.m. as follows: SECTION 1. That the amendment of Sec. 64-1 Definitions as it relates to large lots in 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 June, 2018. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk EP TO: FROM: i )� M11 -TON ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 30, 2018 Steven Krokoff, City Manager 0 AGENDA ITEM: Consideration of RZ18-11 -To amend Article XVII Development Regulations, Section 64-2395, Section 64-2397 and Section 64-2398). MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (.�J APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES (-KNO CITY ATTORNEY REVIEW REQUIRED: () YES (�iVO APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: ou I (--q I L"' F- 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 From: Carter Lucas, Public Works Director To: Honorable Mayor and City Council Members Re: Text Amendment – RZ18-11 – To amend Article XVII – Development Regulations, Sec 64-2395, Sec 64-2397 and Sec 64-2398 Date: May 29, 2018 for June 18, 2018 Mayor and City Council Meeting (June 4, 2018 First Presentation and June 11, 2018 Council Work Session) Department Recommendation: The Community Development Department recommends Withdrawal of the proposed text amendment. Executive Summary: The purpose of the text amendments below are to make revisions to encourage the development of large lots within the City. This initiative was begun last fall and Staff has been directed by the Mayor and City Council to provide the citizens a more user friendly method to meet this goal of preserving larger lots. During the review process, it was determined that no changes were necessary to Sec 64-2395, Sec 64-2397 and Sec 64-2398; therefore, Staff recommends Withdrawal of RZ18-11. At its May 23, 2018 meeting, the Planning Commission recommended Withdrawal. Legal Review: N/A Attachment(s): none M MILTON')�, ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 25, 2018 FROM: Steven Krokoff, City Manager a) AGENDA ITEM: Consideration of the Issuance of an Alcohol Beverage License for Package Retail to Crabberry LLC., D/B/A Crabapple Market, 12690 Crabapple Road, Milton, Georgia 30004. MEETING DATE: Monday, June 4, 2018 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 (.KNO APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: &i4,,Ib(4)1CAb 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: Bernadette Harvill, Finance Director Date: Submitted on May 2, 2018 for the June 4, 2018 Regular Council Meeting Agenda Item: Consideration of the Issuance of an Alcohol Beverage License for Package Retail to Crabberry LLC., D/B/A Crabapple Market, 12690 Crabapple Road, Milton, Georgia 30004 __________________________________________________________________________________________ Department Recommendation: Approve the issuance of an alcohol beverage license for package retail of Wine and Malt Beverages to Crabberry LLC., D/B/A Crabapple Market, 12690 Crabapple Road, Milton, Ga. 30004. Executive Summary: City of Milton Code of Ordinance Chapter 4 allows for the issuance of alcohol beverage licenses to businesses that properly submit application for and meet all of the legal requirements to hold such license. This application was submitted due to a new owner. Staff has processed the application and recommends issuance of the applicable license for: Business Name: Crabberry LLC., D/B/A Crabapple Market Contact Name: Asim Merchant Business Address: 12690 Crabapple Road, Milton, Georgia 30004 Type of License: Package Retail – Wine and Malt Beverages Funding and Fiscal Impact: There is a positive fiscal impact of license fees and/or monthly excise taxes. Alternatives: None. Legal Review: Not required. Concurrent Review: Steven Krokoff, City Manager Kathleen Field, Director of Community Development MILTGiN�t ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 25, 2018 FROM: Steven Krokoff, City Manager" AGENDA ITEM: Consideration of an Ordinance of the City of Milton, Georgia to Amend Chapter 4, Alcoholic Beverages, Sections 4-52 and 4-533 of the Code of the City of Milton, Georgia. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (4 -APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: OYES () NO CITY ATTORNEY REVIEW REQUIRED: OYES () NO APPROVAL BY CITY ATTORNEY: (j4PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: "wCq 1'"t 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: Sarah LaDart, Economic Development Manager Date: Submitted on May 22, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Consideration of An Ordinance of the City of Milton, Georgia to Amend Chapter 4 Alcoholic Beverages, Sections 4-52 and 4-533, of the Code of the City of Milton, Georgia. ______________________________________________________________________________ Department Recommendation: Approval. Executive Summary: We are requesting two things within this Chapter 4 to be changed: (1) Remove Section 4-52 – Notice requirements in its entirety. The advertising fee, which is a holdover from the Fulton County process, includes among other things newspaper publication of the filing of the application and its scheduled hearing before City Council. Georgia law does not make any requirement for such advertising or publications. In doing this, it will save our businesses the $298 advertising fee associated with getting an alcohol permit. This will have minimal impact on the City’s revenues. (2) Clearly define the districts included in Section 4-533 – Definition of special districts. While the maps approved and referenced in the current ordinance show the intended boundaries, it does not reflect them in the text; we would like to add the correct verbiage to the text. Funding and Fiscal Impact: None. Alternatives: None. Legal Review: Jeff Strickland, Jarrard & Davis, May 15, 2018 Attachment(s): Updated Chapter 4 Sec. 4-52 and Sec. 4-533 Crabapple Open Container Map Deerfield Open Container Map Birmingham Crossroads Open Container Map Sec. 4-52. - Notice requirements. Reserved. (a) Posting on premises to be licensed. (1) Required; specifications. The applicant for an original license under this chapter shall, at his or her own expense, post a notice on the premises to be licensed. The notice shall be posted for at least 15 days prior to the date of the public hearing. The notice shall be on a sign having a surface of not less than 12 square feet. The notice shall be painted or printed in black letters at least three inches in height against a white background. The notice shall state: a. That an application for a license related to the sale or consumption of alcoholic beverages on the premises under this chapter has been filed with the city; b. The type of license applied for; c. The time and place of the public hearing to be held on such license application; and d. The name(s) in which the license is to be issued. (2) Placement. The advertisement shall be placed with the base of the sign not more than three feet from the ground on the most conspicuous part of the premises, facing the most frequently traveled road, street or highway abutting same, and not more than ten feet therefrom. (b) Publication. (1) Contents. The city treasurer shall prepare and cause to be published a notice of each pending application, which notice shall include: a. The date the application will be considered by the city council; b. The location or street number of the premises where the applicant proposes to conduct activities permitted by this chapter; and c. The applicant's name. (2) Costs. The applicant shall pay the publication costs. (3) Newspaper of general circulation. The notice shall be published in a newspaper of general circulation within the city, and shall appear once a week for two weeks immediately preceding consideration of the applicat ion by the city council. ( Ord. No. 15-03-236 , § 1, 3-16-2015; Ord. No. 17-05-316 , § 1, 5-15-2017) Sec. 4-533. - Definition of special districts. For the purposes of this article only, the Crabapple District, Deerfield District, and Birmingham Crossroads Districts (as shown in the attached map s) are defined as follows: The area of the city identified as C1, MIX, T4, T4 Open, T4 Restricted, T5, T6, and adjacent CS transect zones in the applicable Form Based Code, excluding, in the Crabapple District, those parcels fronting Green Road and Arnold Mill Road . ( Ord. No. 15-03-236 , § 1, 3-16-2015; Ord. No. 17-05-316 , § 1, 5-15-2017) MMiiddBBrroo aa dd ww eellll RR oo aa dd MM aa yy ffiieelldd RRooaadd Etris RdEtris RdST372 ST140 Rocky C r e e k A l p h a r e t t aAlpharetta R o s w e l lRoswell AAr r nn oo ll dd M M iillll R R oo aa dd Birmingham HighwayBirmingham HighwayHHeerriittaa gg ee WW aallkkAG-1 R-2 CBS T5 T4 -OpenT4CUP T2 CS T4R T3 R-4 UV372 UV140 UV372 MMaayyffiieellddRRooaaddGG rr ee ee nn RR oo aa ddCCooxxRRooaadd FFrreeeemmaannvviilllleeRRooaaddNew Providence RoadNew Providence RoadBBeetthhaannyyRRooaaddCreated/Altered: 4/26/2017 G:\TaxCommunityDev\OpenContainerOrdinance\CrabappleOpenContainerAreas_al_v1.mxd Crabapple Open Container Area April 201 7 Crabapple Open Container Area*Crabapple Form Based CodeZoningAgricultural (AG-1)Community Unit Plan (CUP)Single-Family Dwelling (R-2)Single-Family Dwelling (R-4)T2 T3T4T4R !!! !!!T4 - OpenT5Civic Building SiteCivic Space Freeway/HighwayRampMajor Arterial/CollectorMinor Arterial/LocalRiversWaterbodiesCity LimitsCounties §¨¦575 §¨¦75 §¨¦75 §¨¦85 §¨¦85 §¨¦20§¨¦20 §¨¦285 §¨¦285 ¬«400 £¤19 City of Milton *NOTE: The Crabapple open container area is identifiedas T4, T4 Open, T4 Restricted, T5, and CS transect zonesin the Crabapple Regulating Plan, excluding those parcelsfronting Green Road and Arnold Mill Road and those CStransect zones that are not directly adjacent to the otherzones listed above. 5 0 1,000 2,000 3,000500Feet £¤19 PPrroovviiddeenncceeRRooaaddMMa a y y ff ii eelldd RRooaadd ST9 ST400 ST400 CopperSand y C r e e k FoeKillerCreekBigCreekC a m p C r e e k UUnniioonnHHiillllRRddStrickland RdStrickland RdA l p h a r e t t aAlpharetta R-3A R-4A R-2A R-3 R-2 R-5AR-5 NUP AG-1 O-I T6 T4 -Open T2 T5R T3 CBS T5 CST4 T4P A CUP TR UV9 MM oo rrrriissRRooaaddBBeetthhaannyy WW aa yy BBee tthh aa nn yyRRooaaddRR ee dd dd RRooaadd BBeetthhaannyyBB ee nn ddHHaaggooooddRRooaadd DDeeee rrffiiee lldd PPaarrkkwwaayyCreated/Altered: 4/27/2017 G:\TaxCommunityDev\OpenContainerOrdinance\DeerfieldOpenContainerAreas_al_v1.mxd Deerfield Open Container Area (proposed) April 201 7 Deerfield Open C ontainer Area(proposed)*Deerfield Form Based Code ZoningAgricultural (AG-1)Office and Institutional (O-I)Community Business (C-1)Community U nit Plan (CU P)Neighborhood Unit Plan (N UP) Single-Family D welling (R -2)Single-Family D welling (R -2A)Single-Family D welling (R -3)Single-Family D welling (R -3A)Single-Family D welling (R -4A)Single-Family D welling (R -5)Single-Family D welling (R -5A)Medium Density Apartment (A)Townhouse R esidential (TR) T2T3T4 !!! !!!T4 - OpenT5T5RT6Civic Building SiteCivic Space Freeway/HighwayRampMajor Arterial/CollectorMinor Arterial/LocalRiversWaterbodiesCity LimitsCounties §¨¦575 §¨¦75 §¨¦75 §¨¦85 §¨¦85 §¨¦20§¨¦20 §¨¦285 §¨¦285 ¬«400 £¤19 City of Milton *NOTE: The proposed Deerfield open containerarea is identified as T4, T4 Open, T4 Restricted,T5, T6, and CS transect zones in the DeerfieldRegulating Plan, excluding those CS transectzones that are not directly adjacent to the otherzones listed above.5 0 2,000 4,000 6,0001,000 Feet BBiirrmmiinngghhaammHHiigghhwwaayyAG-1 C-1 MIX UV372 HHiicckkoorryyFFllaattRRooaadd BBiirrmmiinngghhaamm RRooaaddNew Bul l pen RoadNew Bul l pen RoadCreated/Altered: 4/26/2017 G:\TaxCommunityDev\OpenContainerOrdinance\BirminghamOpenContainerAreas_al_v1.mxd Birmingham Open Container Area (proposed) April 201 7 Birmingham Open ContainerArea (proposed)* Birmingham Crossroads Z oningOverlay D istrict Zoning Agricultural (AG-1)Community Business (C-1)Mixed U se (MIX) Freeway/H ighw ayRampMajor Arterial/C ollectorMinor Arterial/LocalRiversWaterbodiesCity LimitsCounties §¨¦575 §¨¦75 §¨¦75 §¨¦85 §¨¦85 §¨¦20§¨¦20 §¨¦285 §¨¦285 ¬«400 £¤19 City of Milton *NOTE: The proposed Birmingham open containerarea is identified as C-1 and MIX zoning in theBirmingham Crossroads Zoning Overlay District. 5 0 200 400 600100Feet STATE OF GEORGIA ORDINANCE NO. COUNTY OF FULTON AN ORDINANCE TO AMEND CHAPTER 4 ALCOHOLIC BEVERAGES, SECTIONS 4-52 AND 4-533 OF THE CODE OF THE CITY OF MILTON, GEORGIA BE IT ORDAINED by the City Council for the City of Milton, Georgia while in regular session on May 21, 2018 at 6:00 p.m. as follows: SECTION 1 That the condition of Chapter 4 has revisions in Sec. 4-52. – Notice requirements and Section 4-533 – Definition of special districts; SECTION 2 That the Chapter shall be revised in compliance with the State of Georgia; SECTION 3 That all ordinances or part of ordinances that conflict with the terms of this ordinance are hereby repealed; and SECTION 4 This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature approval of the Mayor. ORDAINED this 21st day of May, 2018. Approved: ________________________________ Joe Lockwood, Mayor Attest: ________________________ Sudie Gordon, City Clerk (Seal) T10 TO: FROM: N'lt I LT ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 25, 2018 Steven Krokoff, City Manager 0 AGENDA ITEM: Consideration of an Ordinance to Amend Appendix A - Fees and Other Charges Related to Chapter 4, Alcoholic Beverages of the Code of the City of Milton, Georgia. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (4,, -APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: ('YES () NO CITY ATTORNEY REVIEW REQUIRED: OYES () NO APPROVAL BY CITY ATTORNEY: (APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: C}(0/c"4)Lt'frL 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: Sarah LaDart, Economic Development Manager Date: Submitted on May 22, 2018 for the June 4, 2018 Regular City Council Meeting Agenda Item: Consideration of An Ordinance of the City of Milton, Georgia to Amend Appendix A, Section 4-52 related to Chapter 4, Alcoholic Beverages of the Code of the City of Milton, Georgia. ______________________________________________________________________________ Department Recommendation: Approval. Executive Summary: With the removal of Section 4-52 – Notice requirements in its entirety, the advertising fee needs to be removed from corresponding Appendix A 4-52 Publication Costs. Funding and Fiscal Impact: None. Alternatives: None. Legal Review: Jeff Strickland, Jarrard & Davis, May 15, 2018 Attachment(s): Updated Appendix A ORDINANCE NO. STATE OF GEORGIA COUNTY OF FULTON AN ORDINANCE TO AMEND APPENDIX A, SECTION 4-52 RELATED TO CHAPTER 4 ALCOHOLIC BEVERAGES OF THE CODE OF THE CITY OF MILTON, GEORGIA BE IT ORDAINED by the City Council for the City of Milton, Georgia while in regular session on May 21, 2018 at 6:00 p.m. as follows: SECTION 1 That the condition of Appendix A has revisions in Sec. 4-52. – Publication costs; SECTION 2 That the Chapter shall be revised in compliance with the State of Georgia; SECTION 3 That all ordinances or part of ordinances that conflict with the terms of this ordinance are hereby repealed; and SECTION 4 This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature approval of the Mayor. ORDAINED this 21st day of May, 2018. Approved: ______________________ Joe Lockwood, Mayor Attest: ________________________ Sudie Gordon, City Clerk (Seal) Appendix A - FEES AND OTHER CHARGES[1] FEES AND OTHER CHARGES Section Description Conditions Amount (in dollars) Chapter 2—Administration 2-702(c) Public records copying 8(½)×11 inches black and white .10 cents/page 8(½)×11 inches color .25 cents/page 11×17 inches black and white .50 cents/page 11×17 inches color .70 cents/page 2-702(d) Copies of plats 48×32 inches $9.10/page 24×30 inches $3.60/page 24×34 inches $5.00/page 2-702(d) Copies of CD, jump drives $15.00/each Chapter 4—Alcoholic Beverages 4-47(g) License fees Retail package Wine $400.00/year Malt beverages (including growlers) $400.00/year Wine and malt beverages $800.00/year Distilled spirits $3,000.00/year Wine, malt beverages and distilled $3,800.00/year spirits Consumption on Premises Wine $650.00/year Malt beverages $650.00/year Wine and malt beverages $1,300.00/year Distilled spirits $3,200.00/year Wine, malt beverages and distilled spirits $4,500.00/year Additional bar $1,000.00/year Limited tap $325.00/year Incidental $100.00/year Bring your own beverage $100.00/year Brown bagging $100.00/year 4-47(g) Prorated license fees - based on the number of months remaining in the calendar year (a partial month equals a whole month). Retail package Wine $33.33/month Malt beverages (including growlers) $33.33/month Wine and malt beverages $66.66/month Distilled spirits $250.00/month Wine, malt beverages and distilled spirits $316.66/month Consumption on Premises Wine $54.16/month Malt beverages $54.16/month Wine and malt beverages $108.32/month Distilled spirits $266.66/month Wine, malt beverages and distilled spirits $375.00/month Additional bar $83.33/month Limited tap $27.08/month Incidental $8.33/month Bring your own beverage $8.33/month Brown bagging $8.33/month 4-49 Processing fee - administrative $100.00/year 4-49 Processing fee - investigative $60.00/ea/year 4-52 Publication costs $200.00 4-123 (b) Penalty for sale to underage persons For the first offense A minimum fine of $500.00 4-123 Penalty for sale to For the second offense in 24-month A minimum fine of (b) underage persons period $750.00 4-123 (b) Penalty for sale to underage persons For the third offense in 24-month period A minimum fine of $1,000.00 4-123 (e) Criminal penalties In addition to available actions, violators of chapter could be charged criminal penalties Not to exceed $1,000.00 4-167 (c) Temporary license Included in license fees 4-168 (a) Special event pouring permit For currently licensed consumption on premises establishments (not to exceed 10 days in any one year) $100.00 4-168 (b) Special event pouring permit For non-profit civic organizations (not to exceed 10 days in any one year) $100.00 4-193 (j) Ancillary wine tasting permit $50.00/year 4-222 Specialty gift shops (beer/wine) Flat fee $100.00/year 4-235 (c) Pouring permit Investigative fee $60.00/year 4-235 (J) Pouring permit replacement If within 30 days of original application date, then fee is $7.50. If after 30 days of original application, new application and fee must be submitted (see 4- 235). 4-254 Brewpub In addition to license fees in section 4-47(g) $250.00/year 4-277 Private clubs See section 4-47 4-297 Hotel and hotel in- room service See section 4-47 4-317 (a) Resident caterer permit For currently licensed consumption on premises or retail package establishments $150.00/year 4-317 (b) Non-resident caterer permit For authorized event $50.00/event 4-337 Special events facility If facility operator serves alcoholic beverages See section 4-47 4-359 Public facilities alcohol permit $50.00/event 4- 380(b)(1 ) Farm winery - wholesale $400.00/year 4- 380(b)(2 ) Farm winery - retail packages sales $400.00/year 4- 380(b)(3 ) Farm winery - consumption on premises $650.00/year 4-380(i) Farm winery - consumption on premises For distilled spirits, wine and malt beverages not produced on the farm See section 4-47 4-400(a) Wholesaler license fee Located within the city limits Wine $400.00/year Malt beverages $400.00/year Wine and malt beverages $800.00/year Distilled spirits $3,000.00/year Wine, malt beverages and distilled spirits $3,800.00/year 4-400(b) Wholesaler license fee Located outside of the city limits Wine $100.00/year Malt beverages $100.00/year Wine and malt beverages $100.00/year Distilled spirits $100.00/year Wine, malt beverages and distilled spirits $100.00/year 4-442 Excise tax on distilled spirits by the drink 3% of the charge to the public for the beverage 4-465(a) Wholesale excise tax on malt beverages Container types When malt beverages are sold in or from a barrel or bulk container $6.00 on each container sold containing not more than 15½ gallons When malt beverages are sold in bottles, cans, or other containers $0.05 per 12 ounces and a other than barrel or bulk containers proportionate tax at the same rate on all fractional parts of 12 ounces 4-465(b) Wholesale excise tax on wine $0.22 per liter of wine, and a proportionate tax at the same rate on all fractional parts of a liter 4-465(c) Wholesale excise tax on distilled spirits $0.22 per liter of distilled spirits, and a proportionate tax at the same rate on all fractional parts of a liter 4-487 Excise tax on all beer and malt beverages produced by a brewpub $0.05 per 12 ounces and a proportionate tax at the same rate on all fractional parts of 12 ounces 4-488 Penalty for late excise tax payment on beer and malt beverages produced by brewpub 10% of the tax otherwise due 4-508(b) Interest on deficiency of wholesale or retail excise tax See section 4- 508(b) 4-508(c) Penalty on deficiency due to 25% of the amount required to be paid fraud 4-509 (b) Penalty for failure to file return For any deficiency which is determined to be made due to fraud, or intent to evade this chapter 25% of the amount required to be paid 4-510 (b) Penalty for failure to pay tax Any party who fails to pay the tax herein imposed by the city, or fails to file any required tax return to the city, within the time required 15% of the tax, or amount of the tax and interest, due the city Chapter 8—Animals 8-2(a) Penalty If any person violates the provisions of animals A fine up to the maximum amount provided for by the state law 8-2(b) Penalty If any person violates the provisions as it pertains to a potential dangerous dog No less than $150.00 for a second conviction, and no less than $300.00 for a third conviction 8-2(c) Penalty If any person violates the provisions as it pertains to a dangerous dog No less than $500.00 for a second conviction, and no less than $750.00 for a third conviction 8-2(d) Penalty If the owners of a dangerous or potentially dangerous dog fails to comply with related provision and his or her dog attacks or bites a human No less than $1,000.00 8-2(e) Penalty If the owners of a dangerous or potentially dangerous dog No less than knowingly and willfully fails to comply with related provision and his or her dog attacks and causes severe injury to or the death of a human $5,000.00 8-7(b) Dog/cat vaccination/license tag Types of License Number of Years Standard Licensing Fees Unaltered pet 1 year $25.00 3 year $60.00 Spayed/neutere d pet 1 year $10.00 3 year $25.00 Senior Discount (60+) Unaltered pet 1 year $24.00 3 year $58.00 Spayed/neutere d pet 1 year $9.00 3 year $23.00 8-7(d) Dog/cat replacement vaccination/license tag $2.00 8-8(b) Special permit (kennels) $100.00/year 8-61(d) Dangerous/potential ly dangerous dog registration $100.00/year 8-61(e) Additional fees for renewing certificate of registration $100.00/year 8- 82(e)(1) Impoundment (vaccination) As established by Fulton County Animal Control 8- 82(e)(2) Impoundment (license) As established by Fulton County Animal Control 8- 82(e)(3) Impoundment fee $35.00 8- 82(e)(4) Impoundment (boarding) $10.00/day Chapter 10—Buildings and Building Regulations 10-2 Penalty If any person violates a related provision, or fail to comply therewith, or with any of the requirements thereof Varies 10-86(d) Building permit application $25.00 administrative fee + $50.00 certificate of occupancy 10-92(b) Penalty for work commencing before permit issuance 100% of the usual permit fee in addition to the required permit fees 10-92(d) Permit fee Permit Fees Based on Valuations Total valuation Value calculation is based on ICC building valuation data published annually as a minimum standard valuation $1.00 to $500.00 $23.50 $501.00 to $2,000.00 $23.50 for the first $500.00 plus $3.50 for each additional $100.00, or fraction thereof, to and including $2,000.00 $2,001.00 to $25,000.00 $69.25 for the first $2,000.00 plus $14.00 for each additional $1,000.00, or fraction thereof, to and including $25,000.00 $25,001.00 to $50,000.00 $391.75 for the first $25,000.00 plus $10.10 for each additional $1,000.00, or fraction thereof, to and including $50,000.00 $50,001.00 to $100,000.00 $643.75 for the first $50,000.00 plus $7.00 for each additional $1,000.00, or fraction thereof, to and including $100,000.00 $100,001.00 to $500,000.00 $993.75 for the first $100,000.00 plus $5.60 for each additional $1,000.00, or fraction thereof, to and including $500,000.00 $500,001.00 to $1,000,000.00 $3,233.75 for the first $500,000.00 plus $4.75 for each additional $1,000.00, or fraction thereof, to and including $1,000,000.00 $1,000,001.00 and up $5,608.75 for the first $1,000,000.00 plus $3.65 for each additional $1,000.00, or fraction thereof Chapter 10 Commercial construction permit fees Type of Permit Includes all listed fees unless otherwise noted New Commercial building from the ground up, new shell commercial structures include schools, hospitals, subdivision clubhouses, etc. $350.00 site $25.00 admin. $50.00 CO permit fee Plan review (50% of permit fee amount) $125.00 fire review (up to 5,000 sq. ft.) Tenant finish, interior work on commercial property $25.00 admin. $50.00 CO permit fee Plan review (50% of permit fee amount) $125.00 fire review (up to 5,000 sq. ft.) Construction of sales trailer $100.00 site $25.00 admin. permit fee Cell tower or co-locate $350.00 site $25.00 admin. permit fee Residential construction permit fees New house/townhouse from the ground up $350.00 site $25.00 admin. $50.00 CO permit fee $100.00 plan review (up to 5,000 sq. ft.) $200.00 plan review (5,001 to 10,000 sq. ft.) $350.00 plan review (10,001 sq. ft. and up) Basement finish, bathroom or kitchen remodel, house addition $25.00 admin. permit fee $100.00 plan review (up to 5,000 sq. ft.) $200.00 plan review (5,001 to 10,000 sq. ft.) $350.00 plan review (10,001 sq. ft. and up) $350.00 site fee (house addition that extends out from original house frame) Deck addition, pool house, garage, screened porch $100.00 site $25.00 admin. permit fee Pool $100.00 site, $25.00 admin., permit fee— $250.00 flat fee per pool Electrical permit Plumbing permit Mechanical permit For commercial also $25.00 admin. permit fee Roof, replacement window, replace shingles, etc. $25.00 admin. $50.00 permit fee Flat fee total of $75.00 Shed, out building $100.00 site $25.00 admin. permit fee Fence $100.00 site $25.00 admin. permit fee Demolition of single-family house Demo of other structures including commercial $25.00 admin. $100.00 permit fee Other Fees Types of Permit Condition Re-inspection Fire re- inspection $50.00 per re- inspection $100.00 per re- inspection Temporary certificate of occupancy Only valid for up to 60 days $200.00 flat fee Reinstatement of expired permit 90% complete If permitted work is substantially complete as evidenced by inspection records showing passed framing and meets inspections as applicable to scope of work permitted $100.00 plus any re- inspection fees Reinstatement of expired permit Less than 90% complete If the permitted work is not substantially complete as evidenced by inspection records Renewal fee is one- half (50%) of the permit fee assessed at original building permit issue, but not less than $200.00 Reinstatement of expired permit Not executed No work has been performed as evidence by inspection records Reinstatement amount is full permit fee Chapter 12—Business Regulation and Taxation 12-23(a) Occupation tax for business and practitioner For business and practitioner subject to the provision Based on the gross receipts 12-23 (b)(1) Flat rate fee for home-based businesses For home-based businesses (limit of one employee) $100.00/year 12-23 (b)(2) Occupation tax for business For businesses not generating gross receipts at the business location in the city $150.00 plus $7.00 per employee 12-23 (b)(4) Nonrefundable administrative fee (registration processing) $75.00/year 12-30(a) Flat rate fee or professional occupation tax for professional practitioners For professional practitioners May elect to pay a flat fee of $400.00 (administrative fee included); or may elect to pay occupation tax based on gross receipts plus administrative fee of $75.00 12-32(a) Penalty for late payment of occupation tax and administrative fees 1. Failure to pay occupation taxes and administrative fees when due; 2. Failure to file an application by March 31 of any calendar year, when the business or practitioner was in operation the preceding calendar year; and 3. Failure to register and obtain an occupation tax certificate within 90 days of the commencement of business 10% of the amount owned for each calendar year or portion thereof 12-32(b) Interest for late payment of occupation tax and administrative fees 1.5% per month for delinquent taxes and fees 12-56 Insurers license fees For each insurer not covered by [section] 12-57 $100.00 each insurer, plus an additional $100.00 per location for insurers not covered by [section] 12-57 12-57 Insurers license fees For each separate business location operated and maintained by a business organization which is engaged in the business of lending money or transacting sales involving term financing and in connection with such loans or sales offers, solicits or takes application for insurance through a licensed agent of an insurer for insurance, said insurer shall pay an additional annual lincense fee, for the calendar year 2012 and for each calendar year thereafter, of the greater of $10.00 or 35 percent of the license fee set forth in section 12-56 $100.00 each insurer, plus an additional $35.00 per location 12-58 Gross premiums tax imposed on life insurers For each insurer writing life, accident and sickness insurance within the state 1% of the gross direct premiums received during the preceding calendar year 12-59 Gross premiums tax imposed on all other life insurers 2.5% of the gross direct premium received during the preceding calendar year 12-81 Annual business license tax For financial institutions One-quarter (.25)% of the gross receipts, and the minimum amount shall be $1,000.00 12-108 Professional bondsman $75.00/year administrative fees Chapter 14—Courts Chapter 16—Elections 16-27 Notice of candidacy for municipal office 3% of total salary of office sought Chapter 18—Emergency Management Services 18-48 Monthly charge for emergency telephone service $1.50 per telephone line and $1.50 per wireless subscriber 18-49 Prepaid wireless 911 charge $0.75 per retail transaction 18-69(1) Penalty for false alarm For the third and each subsequent false alarm that occurs at the same premises within any 12- month period For the 2nd and any subsequent false alarm in a 12- month period a fine is assessed at $150.00 each; no monitored alarm user shall be assessed fines in excess of $600.00 for false alarms that occur at the same premises in any 24- hour period 18-69(2) Penalty for violation other than false alarm $100.00/each 18-90 (a)(5) Monitored alarm system registration $25.00/each Chapter 20—Environment 20-264 (c)(4) Civil penalties for violation subject to equitable relief; nuisance and abatement May impose a penalty not to exceed $1,000.00 per day for each day the violation remains unremedied after receipt of the notice of violation 20-47 (c)(5) Criminal penalties for violation related to equitable relief; nuisance and abatement $1,000.00 per day 20-289 Stormwater management application review Plan review fees Up to 3 reviews— Subsequent revision reviews will require 50% of the original fee, a minimum of $350.00 Residential concept plans $350.00 + $5.00/lot Commercial concept plans $350.00 + $5.00/disturbed acre Residential development plans $350.00 + $20.00/lot Commercial development plans $350.00 + $20.00/disturbed acre 20-540 Project site reinspection fee $50.00 minimum 20- 543(a) Monetary penalties(violation) Not to exceed $2,500.00 per day for each violation 20-543 (b)(1) Minimum penalties Conducting land disturbance activities without a land disturbance permit or building permit (first offense) $250.00 for each violation or each day on which a violation exists 20-543 (b)(2) Minimum penalties Conducting land disturbance activities without a land disturbance permit or building permit (second or subsequent offense) $1,000.00 for each violation or each day on which a violation exists 20-543 (b)(3) Minimum penalties Lack of proper installation or maintenance of structural/vegetative best management practices $250.00 per violation 20-543 (b)(4) Minimum penalties Working under a stop work order (first offense) $500.00 20-543 (b)(5) Minimum penalties Working under a stop work order (second or subsequent offense) $1,500.00 20- 591(e) Land disturbance— Local permit application fee, per acre Permit Fees Based on Valuations Total valuation Value calculation is based on calculation of inspections per the land development valuation table below $1.00 to $5,000.00 $300.00 $5,001.00 to $20,000.00 $300.00 for the first $500.00 plus $150.00 for each additional $1,000.00, or fraction thereof, to and including $20,000.00 $20,001.00 to $100,000.00 $2,250.00 for the first $20,000.00 plus $100.00 for each additional $1,000.00, or fraction thereof, to and including $100,000.00 $100,001.00 to $250,000.00 $10,550.00 for the first $100,000.00 plus $50.00 for each additional $1,000.00, or fraction thereof, to and including $250,000.00 $250,001.00 to $500,000.00 $18,050.00 for the first $250,000.00 plus $25.00 for each additional $1,000.00, or fraction thereof, to and including $500,000.00 $500,001.00 to $1,000,000.00 $24,300.00 for the first $500,000.00 plus $15.00 for each additional $1,000.00, or fraction thereof, to and including $1,000,000.00 $1,000,001.00 and up $31,800.00 for the first $1,000,000.00 plus $10.00 for each additional $1,000.00, or fraction thereof Land Development Valuation Table Based on Inspections Road vert & section $16.00/ln. ft. Curb and gutter $6.50/ln. ft. Base and paving $25.00/ln. ft. Commercial driveway $0.75/sq. ft. Storm drainage $20.00/ln. ft. Wastewater $22.00/ln. ft. Water main $16.00/ln. ft. Sidewalk $5.00/sq. ft. Erosion Control Fee Residential fee $200.00/lot Commercial/oth er fee $700.00/disturbed acre Other Applicable Fees Landscape installation inspection $350.00/disturbed acre × 3% Administrative fee $25.00 GIS Monument fee (as required) $1,050.00/monume nt Overnight delivery or courier fee (as required) $60.00 20- 591(f) Land disturbance— State permit, additional per acre fee $80.00 per disturbed acre 20-658 Civil penalty for violation related to noise control May impose a penalty not to exceed $1,000.00 per day for each day the violation remains unremedied after receipt of the notice of violation Chapter 22—Fire Prevention and Protection 22-50 Plan review fees Structural plan review 5,000 sq. ft. or less $125.00 More than 5,000 sq. ft. $0.25 per sq.ft. Site development $100.00 plan review Sprinkler only plan review $100.00 Fire alarm only plan review $75.00 Commercial hood only plan review $50.00 22-50 Inspection fees 80% inspection $100.00 Final inspection $100.00 Occupancy inspection $100.00 Miscellaneous/other final inspection $100.00 Re-inspection fee $100.00 After hours inspection $150.00 22-90(f) Penalties of violation subject to locked gates for commercial, residential and other locations Not [to] exceed $1,000.00 22-91(f) Penalties of violation subject to locked gates for certain buildings Not [to] exceed $1,000.00 22- 115(a) Penalties of violation of placing "Fire Lane" signs $150.00 for each violation (however, the fine will be waived if the required specifications are made within 14 days from the date of the citation) 22- 115(b) Penalties of violation of placing "Fire Lane" signs If that private or public property owner fails or refuses to meet said requirements on his or her property within such 14 days he or she shall, on the 15th day after receiving the citation, be subject to the fine $150.00 for each violation and an additional $10.00 fine for each violation for each day that the owner fails to comply with the provisions 22-116 (b)(1) Penalties of violation of parking in a fire lane $25.00 for the first violation within any 30-day period; $40.00 for the second violation within any 30-day period; $50.00 for each violation thereafter occurring within any 30-day period Chapter 28—Law Enforcement Chapter 32—Offenses and Miscellaneous Provisions 32-109 Moving household goods at night permit TBD 32-Penalties of violation for person under 21 Varies 135(g) years of age 32-179 (b)(1) Penalties for nuisances The first violation A minimum of $100.00 32-179 (b)(2) Penalties for nuisances The second violation of the same provision A minimum of $500.00 32-179 (b)(3) Penalties for nuisances The third or repeat violation of the same provision A minimum of $1,000.00 Chapter 34—Parks, Recreation and Cultural Affairs 34-24 (a)(1) Diamond field rental rates at Bell Memorial Park or IGA fields - Milton citizen rate One field without lights, two-hour minimum rental $25.00 per hour 34-24 (a)(2) Diamond field rental rates at Bell Memorial Park or IGA fields - Milton citizen rate One field with lights, two-hour minimum rental $37.50 per hour 34-24 (a)(3) Diamond field rental rates at Bell Memorial Park or IGA fields - Milton citizen rate Field preparation - dragging and lining $75.00 34-24 (a)(4) Diamond field rental rates at Bell Memorial Park or IGA fields - Milton citizen rate Refundable security deposit $100.00 34-24 (a)(5) Diamond field rental rates at Bell Memorial Park or IGA fields - Milton For a special event for a day $500.00 citizen rate 34-24 (b)(1) Rectangular artificial turf fields at Bell Memorial Park - Milton citizen rate One field without lights, two-hour minimum rental $75.00 per hour 34-24 (b)(2) Rectangular artificial turf fields at Bell Memorial Park - Milton citizen rate One field with lights, two-hour minimum rental $100.00 per hour 34-24 (b)(3) Rectangular artificial turf fields at Bell Memorial Park - Milton citizen rate Refundable security deposit $100.00 34-24 (b)(4) Rectangular artificial turf fields at Bell Memorial Park - Milton citizen rate Other services; i.e. field lining, etc. Determined on an individual case basis, limited to the cost to the city. 34-24 (c)(1) Rectangular natural turf fields at IGA Fields - Milton citizen rate One field without lights, two-hour minimum rental $25.00 per hour 34-24 (c)(2) Rectangular natural turf fields at IGA Fields - Milton citizen rate Refundable security deposit $100.00 34-24 (d)(1) Facility rental rates at Bethwell Community Center - Milton citizen rate Rentals offered in a minimum of two hours $50.00 per hour 34-24 (d)(2) Facility rental rates at Bethwell Community Center - Refundable security deposit $50.00 Milton citizen rate 34-24 (e)(1) Facility rental rates at Deerfield Court Room - Milton citizen rate Rentals offered in a minimum of two hours $50.00 per hour 34-24 (e)(2) Facility rental rates at Deerfield Court Room - Milton citizen rate Refundable security deposit $100.00 34-24 (f)(1) Facility rental rates at Community Place - Milton citizen rate Rentals offered in a minimum of two hours $50.00 per hour 34-24 (f)(2) Facility rental rates at Community Place - Milton citizen rate Refundable security deposit $200.00 34-24(g) Facility rental rates at Friendship Community Park Pavilion only - Milton citizen rate Rentals offered in a minimum of two hours $10.00 per hour 34-24 (h)(1) Facility rental rates at Broadwell Pavilion only - Milton citizen rate Rentals offered with lights and fan in a minimum of two hours $50.00 per hour 34-24 (h)(2) Facility rental rates at Broadwell Pavilion only - Milton citizen rate Refundable security deposit $350.00 34-24 (h)(3) Facility rental rates at Broadwell Pavilion only - Milton citizen rate Refundable personal gas grill use deposit $100.00 34-24 (i)(1) Camp Joyful Soles Registration fee per week $175.00 34-24 (i)(2) Camp Joyful Soles Non-refundable, non-transferable deposit per week $50.00 34-24(j) Administrative fee Approved refunds/cancellations $15.00 34-24(k) Employee discount City of Milton employees may receive a discount on City of Milton directly offered programs (does not apply to programs offered through independent contractors) 50% off of the City of Milton resident rate 34-24(l) Non-resident rate Applies to all individuals and businesses not based in Milton 50% increase over City of Milton resident rate 34- 24(m) Independent contractor commissions At the discretion of the parks and recreation director based upon services provided and fees charged No less than 10% and no more than 30% Chapter 36—Peddlers and Solicitors 36-40 Application fee ** This fee is for a business solicitation permit—There is no charge for a charity/nonprofit solicitation permit $75.00 administrative fees + $100.00 permit fees + $20.00 background check Chapter 38—Personnel Chapter 42—Secondhand Goods Chapter 46—Solid Waste 46-3 Collection fee for the disposal and TBD collection of waste 46-70(a) Infrastructure maintenance fee 5% of the company's gross receipts to customers within the city Chapter 48—Streets, Sidewalks and Other Public Places 48-259 Traffic calming plan fee $500.00 per plan 48- 466(e) Sign replacement fee $250.00 per sign 48- 466(f) Sign performance bond $100.00 value per sign 48- 560(c) Penalties for violation of restoration of lanes $1,000.00 per instance and location 48-561 (b)(4) Penalties for violation of removal $1,000.00 per day per location 48- 584(c) Penalties of obstruction of right- of-way (personal property) 125% of the cost the city incurs in removing the property plus a fine of $1,000.00 48- 584(d) Penalties of obstruction of right- of-way (illegal dumping) 125% of the cost the city incurs in removing the property plus a fine of $1,000.00 48-585 (b)(1) Penalties of location within the right-of- 100% of the cost the city incurs in way (new unpermitted installations) removing the property plus a fine of one-half the cost of the largest permit fee for the site 48-585 (b)(2) Penalties of location within the right-of- way (existing installations) No fines 48-585 (b)(3) Penalties of location within the right-of- way (temporary items) 125% of the cost the city incurs in removing the property plus a fine of $500.00 48- 587(a) Penalties of violation for agricultural uses $100.00 per incident 48-587 (b)(2) Penalties of violation of agricultural equipment uses $100.00 fine per incident, plus the cost of repairs to the road, and plus the cost of certified traffic control by the person who caused the damages Chapter 50—Subdivisions 50-2(a) Penalties of violation No less than $1,000.00 and not to exceed $2,500.00 50-208 Plat application $25.00 administrative fee + $350.00 review fee + $5.00/lot 50-209 Fees for required inspection, water and sewer connection, curb cut, and street sign See sections 48- 466, 20-591 and 22- 50 50-210 Bond fee $250.00 legal processing and $50.00 administrative fee Chapter 52—Taxation 52-19(b) Ad valorem taxes on property For property subject to the ad valorem tax $4.731 on 40 percent of each $1,000.00 of property 52-22(b) Penalties and interest for the delinquent of the ad valorem taxes For property subject to the ad valorem tax An interest rate of 1% per month (minimum $1.00) from the date the taxes are due until the date the taxes are paid. Any period less than one month is considered to be one month. A penalty of 10% is applied after 90 days past due. The penalty shall not apply to the following: (1) Ad valorem taxes of $500.00 or less on homesteaded property; (2) Homesteaded property acquired during the tax year by a new owner who did not receive a bill and who before acquiring such property resided outside the State of GA and if taxes are paid within one year following the due date. 52-46 Penalty for delinquent payment For hotel and motel tax Penalties of 10% of amount of taxes due to the city, plus 1% interest per month on the unpaid tax 52-47 Hotel and motel excise tax For hotel and motel rent 3% of the rent for every occupancy of a guestroom in a hotel in the city 52-94 (a)(1) Rental motor vehicle excise tax For motor vehicle rented 3% of the rental charge. If paid on or before the 20th day of the preceding calendar month, the tax payer may retain a credit in the amount of 3% of the tax due. 52-116 Penalties and interest for failure to For rental motor vehicle excise tax A penalty of 5% of the tax then due, plus 1% interest per remit taxes month thereon the unpaid principal amount due 52- 118(b) Interest on the deficiency determined For excise tax 1% per month or fraction thereof from the due date of the taxes Chapter 54—Telecommunications 54-5(d) Application fee $2,000.00 plus the actual consulting cost up to $7,500.00 54-8(c) Telecommunications operating license $1,000.00 per tower and $1,000.00 per antenna array 54-11(d) Lease application fee $250.00 legal processing and $50.00 administrative fee 54-19(a) Lease compensation As negotiated by the city manager or designee and approved by city council 54-19(a) Late lease payments 2% of the annual rental fee for each day or portion thereof beyond the due date Chapter 56—Traffic and Vehicles 56-70(b) Charges and penalties for $0.05 per pound for all excess weight, violation of provision subject to vehicle weights and loads except for vehicles permitted to exceed the weight limitation, or are permitted under a "superload" or "superload plus" permit wherein the penalty would be $6.25 per pound for excess weight Chapter 58—Utilities 58-39(2) Penalty for violation of water uses Second and subsequent violations Not [to] exceed $1,000.00 58- 129(a) Civil penalty for violation of water uses Not [to] exceed $1,000.00 for each day the violation remains unremedied after receipt of the notice of violation 58- 129(b) Criminal penalties for violation of water uses Not [to] exceed $1,000.00 Chapter 60—Vegetation 60-20(a) Penalties for violation Not [to] exceed $1,000.00 per violation per day 60-50 (b)(2) Tree protection signs All tree protection fences must be accompanied by "Stay Out" and "Tree Save" signage, which may be purchased from community development for a fee $5.00 per sign 60-48 Penalty for violation of specimen trees If specimen trees are removed or have their root protection zones disturbed without permission The unit value of the specimen tree is doubled and that becomes the unit value that must be compensated for Chapter 62—Vehicles for Hire 62-24(a) License fee License fees are levied per annum for each taxicab maintained or operated, and per annum for each driver's permit, and for certificate of public necessity $50.00 annual taxicab permit, $50.00 each annual driver's permit, $50.00 annual certificate of public necessity Chapter 64—Zoning 64- 360(2)c Inclusionary housing (in-lieu fees) TBD 64-366 Administration of inclusionary housing TBD 64-1017 Approval of alterations or new construction by the DRB Certificate of endorsement for commercial and multifamily $350.00 for each project review 64-1616 (8)c. Media production permit fee Based on permit type requested and minimum processing time Low impact permit fee—$100.00, high impact permit fee—$250.00, additional $100.00 per day for any permit received less than the minimum number of processing days required in subsections 64- 1616(5)a. and 64- 1616(6)a. 64-1890 (c)(1) Application fee for a concurrent variance Residential districts: R-1, R-2, R-2A, R-3, R-3A, R-4, R-4A, R-5, R-5A, NUP, CUP, MHP $250.00 plus $50.00 for each additional concurrent variance requested on the same piece of property AG-1, R-6, TR, A, A-1, O-I, C-1, C-2, M-1A, M-1, M-2, MIX and nonresidential uses in residential districts listed above $350.00 plus $100.00 for each additional concurrent variance requested on the same piece of property All signs $350.00 plus $100.00 for each additional request 64-1938 Appeal application Single-family residential zoning districts and AG-1 district for residential uses only $250.00 plus $50.00 for each additional variance request on the same piece of property Multifamily districts, nonresidential districts, and commercial uses in residential or AG-1 districts $350.00 plus $100.00 for each additional variance request All signs $350.00 plus $100.00 for each additional variance request 64-2175 Rezoning petition To Acreage AG-1, R-1, R-2, R- 2A, R-3, R-3A, R- 4, R-4A, R-5, R- 5A 0 to 5 $500.00 5+ to 10 $1,000.00 10+ to 20 $1,500.00 20+ to 100 $2,000.00 100+ $2,500.00 plus an additional $40.00 per acre for any portion thereof over 100 acres. Maximum fee = $10,000.00 R-6, TR, A, A-I, O- I, C-1, C-2, M-1A, M-1, M-2, H 0 to 5 $750.00 5+ to 10 $1,500.00 10+ to 20 $2,000.00 20+ to 100 $2,500.00 100+ $3,000.00 plus an additional $50.00 per acre for any portion thereof over 100 acres. Maximum fee = $10,000.00 CUP, NUP, MHP Any acreage $2,000.00 plus $50.00 per acre or any portion thereof. Maximum fee = $10,000.00 MIX Any acreage $1,000.00 plus $50.00 per acre or any portion thereof. Maximum fee = $10,000.00 64- 2221(b) Penalties for violation Where a determination is made that property is in violation of zoning ordinance, and any other codes and laws enforced by the community development department, and all reasonable efforts and means to obtain compliance have been exhausted $1,000.00 64- 2296(f) Penalties for violation of signs Not exceed $1,000.00 per day 64-2455 Application to HPC for certificate of appropriateness $350.00 per review (Ord. No. 12-09-147, § 1, 9-17-2012; Ord. No. 14-05-201, § 1, 5-5-2014; Ord. No. 15-03- 238 , § 1, 3-16-2015; Ord. No. 15-04-245 , § 1, 4-27-2015; Ord. No. 15-10-261 , § 1(Exh. A), 10-19-2015; Ord. No. 17-06-319 , § 1, 6-5-2017; Ord. No. 17-06-320 , § 1, 6-5-2017) Footnotes: --- (1) --- Editor's note— Section 1 of Ord. No. 12-09-147, adopted Sept. 17, 2012, repealed the former App. A, and enacted a new App. A as set out herein. The former App. A pertained to similar subject matter, and derived from Ord. No. 11-12-120, adopted Dec. 5, 2011. See the Code Comparative Table for a complete derivation. TO: FROM: I LTO Nj, 1� ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 25, 2018 Steven Krokoff, City Manager AGENDA ITEM: Consideration of an Ordinance to Revise the City's Animal Control Ordinance to Allow for the Application and Enforcement of the Fulton County Rabies and Animal Control Ordinances; to Provide for the Repeal of Conflicting Ordinances; to provide for an Effective Date; and for Other Lawful Purposes. MEETING DATE: Monday, June 4, 2018 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: ()ZAPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (-�' ES () NO CITY ATTORNEY REVIEW REQUIRED: ( YES () NO APPROVAL BY CITY ATTORNEY: (,'APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: U (v /Cq/1 r'. t 2006 Heritage Walk Milton, GA P: 678.242.2500 i F: 678.242.2499 info@cityofmiltonga.us i www.cityofmiltonga.us ra ORDINANCE NO. STATE OF GEORGIA COUNTY OF FULTON AN ORDINANCE TO REVISE THE CITY’S ANIMAL CONTROL ORDINANCE TO ALLOW FOR THE APPLICATION AND ENFORCEMENT OF THE FULTON COUNTY RABIES AND ANIMAL CONTROL ORDINANCES; TO PROVIDE FOR THE REPEAL OF CONFLICTING ORDINANCES; TO PROVIDE FOR AN EFFECTIVE DATE; AND FOR OTHER LAWFUL PURPOSES. The Council of the City of Milton hereby ordains, while in regularly called Council meeting on the 4th day of June, 2018 at 6:00 p.m., as follows: WHEREAS, the Constitution of the State of Georgia, approved by the voters of the State in November of 1982, and effective July 1, 1983, provides in Article IX, Section II, Paragraph II thereof, that General Assembly may provide by law for the self-government of municipalities and to that end is expressly given the authority to delegate its power so that matters pertaining to municipalities; WHEREAS, O.C.G.A. § 36-35-3 and Section 3.10 of the City Charter authorize the City to adopt clearly reasonable ordinances, resolutions, or regulations relating to its property, affairs, and local government for which no provision has been made by general law and which are not inconsistent with the Constitution or any municipal charter provision; WHEREAS, the City has contracted with Fulton County to provide animal control services within the boundaries of the City, and Fulton County has represented that its animal control officers are willing and able to enforce Fulton County ordinances throughout the County but are unwilling or unable to enforce city-specific animal control ordinances in the various municipalities of the County; and WHEREAS, the City desires to adopt Fulton County’s animal control ordinances so that they may be enforced by Fulton County animal control officers with respect to persons and property in the municipal boundaries of the City; NOW THEREFORE, THE COUNCIL OF THE CITY OF MILTON HEREBY ORDAINS as follows: SECTION 1. That Chapter 8, Article I of the Code of the City of Milton, Georgia, is hereby amended by adding a new Section 8.1, with current Sections 8.1 through 8.18 renumbered accordingly. The new Section 8.1 shall read: Section 8.1 County regulations—Adopted. The regulations of Fulton County, as amended, pertaining to rabies and animal control (Chapter 34, Article VI of the Fulton County Code of Ordinances) are hereby adopted and incorporated herein by reference, and the same shall be fully enforceable within the City of Milton. In the event of a conflict or inconsistency between the Fulton County regulations and the City of Milton regulations, the Fulton County regulations shall prevail. A copy of the Fulton County codified ordinances is available at: https://library.municode.com/ga/fulton_county/codes/code_of_ordinances SECTION 2. That all Ordinances, parts of Ordinances, or regulations in conflict herewith are hereby repealed. SECTION 3. That this Ordinance shall become effective upon a majority vote by the City Council as ratified by the Mayor of the City of Milton, Georgia. SO ORDAINED this 4th day of June, 2018. Approved: _______________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie Gordon, City Clerk (CITY SEAL) MILTON)� ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: May 25, 2018 FROM: Steven Krokoff, City Manag 2111) AGENDA ITEM: Consideration of a Resolution/Ordinance Amending the Charter for the City of Milton, Georgia. MEETING DATE: Monday, June 4, 2018 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: (.�IYES () NO CITY ATTORNEY REVIEW REQUIRED: (. YES () NO APPROVAL BY CITY ATTORNEY: (,J APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: o('I mi ) r" 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 infoQcityofmiltongo.us I www.cityofmiltonga.us 0000 1 STATE OF GEORGIA COUNTY OF FULTON RESOLUTION/ORDINANCE NO. ______ A RESOLUTION AND ORDINANCE AMENDING THE CHARTER FOR THE CITY OF MILTON, GEORGIA WHEREAS, Article IX, Section II, Paragraph II of the Constitution of the State of Georgia, entitled Home Rule for Municipalities, allows the General Assembly of the State of Georgia to provide by law for the self-government of municipalities, which the General Assembly has done with The Municipal Home Rule Act of 1965, O.C.G.A. § 36-35-1, et seq.; and WHEREAS, O.C.G.A. § 36-35-3 provides that the governing authority of each municipal corporation shall have legislative power to adopt clearly reasonable ordinances, resolutions and regulations relating to its property, affairs, and local government for which no provision has been made by general law and which are not inconsistent with the Constitution or any charter provision applicable thereto; and WHEREAS, O.C.G.A. § 36-35-3 provides that a municipal corporation may, as an incident of its home rule power, amend its charter, except where prohibited pursuant to O.C.G.A. § 36-35-6; and WHEREAS, the Council desires to amend the Charter of the City of Milton so as to modify Section 1.12(b) – Specific, Particular Powers; Section 2.14 – Compensation and expenses; Section 3.15 – Voting; Section 3.20 – Codification of Ordinances; Section 3.22 – Powers and Duties of Mayor; Section 3.25 – Powers and duties of the City Manager; Section 6.28 – Capital Improvements; Section 6.30 – Procurement and Property Management; Section 6.31 – removing Purchasing in its entirety; and, Various non-substantive renumbering of sections and paragraphs throughout. WHEREAS, the modifications provided for in this Resolution and Ordinance may be lawfully completed by home rule; and WHEREAS, O.C.G.A. § 36-35-3 provides that, in order to amend its charter, a municipal corporation must duly adopt ordinances at two regular consecutive meetings of the municipal governing authority, not less than seven (7) nor more than sixty (60) days apart; WHEREAS, pursuant to O.C.G.A. § 36-35-3, a notice, containing a synopsis of the proposed amendment and stating that a copy of the proposed amendment is on file in the office of the clerk or the recording officer of the municipal governing authority and in the Office of the Clerk of the Superior Court of Fulton County for the purpose of examination and inspection by the public, shall be published in the official organ of the county of the legal situs of the municipal 2 corporation or in a newspaper of general circulation in the municipal corporation once a week for three weeks within a period of 60 days immediately preceding its final adoption; and WHEREAS, those requirements applicable to amendments to the charter of a municipal corporation by a resolution or ordinance duly adopted by the municipality’s governing authority as set forth in O.C.G.A. § 36-35-3 have been met and satisfied, and, specifically, notice of the consideration of this Resolution and Ordinance has been advertised and this Resolution and Ordinance has been duly adopted by the governing authority at two regularly consecutive meetings in compliance with O.C.G.A. § 36-35-3; and WHEREAS, a copy of the Charter, as amended, is attached hereto as Exhibit A; and WHEREAS, text that is in red shall represent additions to the Charter; text that is stricken- through and in blue shall represent deletions from the Charter; and WHEREAS, a majority of the Council deems it to be in the best interests of the citizens of the City of Milton that the Act be further amended. NOW THEREFORE, the Council of the City of Milton hereby ordains and resolves that the Charter of the City of Milton shall be amended as set forth in Exhibit A, with those items added being depicted in red text and those items removed depicted in blue text with a blue strike-through. BE IT FURTHER RESOLVED as follows:  Severability: If any portion of this Resolution and Ordinance or the application thereof shall be held invalid or unconstitutional, the other provisions of this Resolution and Ordinance shall not be affected, and thus, the provisions of this Resolution and Ordinance are declared severable.  Repealer: Any other Ordinance, Resolution, or local law, or portion thereof, now in effect, that is in conflict with any of the provisions of this Resolution and Ordinance is hereby repealed.  Effective Date: This Resolution and Ordinance shall become effective when all required documents have been delivered for filing with the Secretary of State and in the Office of the Clerk of Superior Court of Fulton County as required by O.C.G.A. § 36-35-5.  Adoption At Two Consecutive Meetings: This Resolution and Ordinance was adopted at two (2) regular consecutive meetings of the Council of the City of Milton held on _______ and ______________ as required by O.C.G.A. § 36-35-3. BE IT SO RESOLVED AND ORDAINED, the public’s health, safety, and welfare demanding it, this ___ day of ____________________, 2018, by the Council of the City of Milton, Georgia. 3 Approved: _______________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie Gordon, City Clerk (Seal) BE IT SO RESOLVED AND ORDAINED, the public’s health, safety, and welfare demanding it, this ___ day of ____________________, 2018, by the Council of the City of Milton, Georgia. Approved: _______________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie Gordon, City Clerk (Seal) Exhibit A Page 1 PART I - CHARTER AND LOCAL ACTS Subpart A - CHARTER[1] Footnotes: --- (1) --- Editor's note—Printed herein is the Charter for the City of Milton, Georgia, as adopted and set forth in 2006 Ga. Laws (Act No. 438), page 3554. Amendments to the original Charter as provided in 2007 Ga. Laws (Act No. 312), page 4276, and 2007 Ga. Laws (Act No. 313), page 4283, and any subsequent amendments, are indicated by parenthetical history notes following amended provisions. The absence of a history note indicates that the provision derives unchanged from the original Charter. The format of the Charter, including section numbers, has been retained. The directive and administrative provisions of the Charter and any amendments, including severabilit y, repealer, effective date, affidavits and notices of intent, have been omitted. A uniform system of punctuation and capitalization has been used. Obvious misspellings and punctuation errors and omissions have been corrected without notation and material in brackets [ ] has been added for clarity. State Law reference— Creation, dissolution, merger, boundary changes, and deannexation of municipalities, O.C.G.A. § 36-35-2; municipal annexations, O.C.G.A. § 36-36-1 et seq.; home rule for municipalities, O.C.G.A. § 36-35-3; limitations on home rule for municipalities, O.C.G.A. § 36-35-6; requirement for filing and publication of Charter, O.C.G.A. § 36-35-5; incorporation of municipal corporations, O.C.G.A. § 36-31-1 et seq. ARTICLE I. - INCORPORATION AND POWERS Section 1.10. - Incorporation. The City of Milton in Fulton County is incorporated by the enactment of this Charter and is constituted and declared a body politic and corporate under the name of the "City of Milton." References in this Charter to "the city" or "this city" refer to the City of Milton. The city shall have perpetual existence. Section 1.11. - Corporate boundaries. The incorporated area of this city shall consist of all of that portion of Fulton County, as set forth and described in Appendix A of this Charter, which appendix is incorporated herein by reference, and which portion of Fulton County was unincorporated as of January 1, 2006; and with such alterations as may be made thereafter from time to time by local law or in the manner pro vided by general state law. As used in this charter, the term "Territory" means the area described in this section. The boundaries of this city at all times shall be shown on a map, a written description, or any combination thereof, to be retained permanently in the office of the city clerk and to be designated, as the case may be: "Official Map or Description of the Corporate Limits of the City of Milton, Georgia." Photographic, typed, or other copies of such map or description certified by the mayor shall be admitted as evidence in all courts and shall have the same force and effect as the original map or description. Section 1.12. - Municipal powers. (a) [General powers.] This city shall have all powers possible for a city to have under the present or f uture Constitution and laws of this state as fully and completely as though they were specifically enumerated Page 2 in this Charter. This city shall have all the powers of self -government not otherwise prohibited by this Charter or by general law. (b) [Specific, particular powers.] The powers of this city shall be construed liberally in favor of the city. The specific mention or failure to mention particular powers shall not be construed as limiting in any way the powers of this city. Said powers shall include, but are not limited to, the following: (1) Air and water pollution. To regulate the emission of smoke or other exhaust which pollutes the air and to prevent the pollution of natural streams which flow within the corporate limits of the city; (2) Animal regulations. To regulate and license or to prohibit the keeping or running at large of animals and fowl and to provide for the impoundment of same if in violation of any ordinance or lawful order; to provide for the disposition by sale, gift, or humane destruction of animals and fowl when not redeemed as provided by ordinance; and to provide punishment for violation of ordinances enacted under this paragraph; (3) Appropriations and expenditures. To make appropriations for the support of the government of the city; to authorize the expenditure of money for any purposes authorized by this Charter and for any purpose for which a municipality is authorized by the laws of the State of Georgia; and to provide for the payment of expenses of this city; (4) Building regulations. To regulate and to license the erection and construction of buildings and all other structures not inconsistent with general law; to adopt building, housing, plumbing, electrical, gas, and heating and air conditioning codes; and to regulate a ll housing and building trades except as otherwise prohibited by general law; (5) Business regulation and taxation. To levy and to provide for the collection of license fees and taxes on privileges, occupations, trades, and professions; to license and reg ulate the same; to provide for the manner and method of payment of such licenses and taxes; and to revoke such licenses after due process for the failure to pay any city taxes or fees; (6) Condemnation. To condemn property, inside or outside the corporate limits of the city, for present or future use and for any corporate purpose deemed necessary by the governing authority, utilizing procedures enumerated in Title 22 of the O.C.G.A. or such other laws as are or may hereafter be enacted; (7) Contracts. To enter into contracts and agreements with other governments and entities and with private persons, firms, and corporations; (8) Cultural Arts. To encourage local exploration, generate pride, showcase local artists and increase tourism for the City; (89) Em ergencies. To establish procedures for determining and proclaiming that an emergency situation exists inside or outside the city and to make and carry out all reasonable provisions deemed necessary to deal with or meet such an emergency for the protection, safety, health, or well-being of the citizens of the city; (910) Environmental protection and conservation. To protect and preserve the natural resources, environment, and vital areas of the city, the region, and the state through the preservation and improvement of air quality, the restoration and maintenance of water resources, the control of erosion and sedimentation, the management of stormwater and establishment of a stormwater utility, the management of solid and hazardous waste, and other necessary actions for the protection of the environment to include the acquisition and holding of conservation land and conservation easements; (1011) Ethics. To adopt ethics ordinances and regulations governing the conduct of municipal elected officials, appointed officials, and employees, establishing procedures for handling ethics complaints, and setting forth penalties for violations of such rules and procedures; (1112) Fire regulations. To fix and establish fire limits and from time to time extend, enlarge, or restrict the same; to prescribe fire safety regulations, not inconsistent with general law relating to Page 3 both fire prevention and detection and to firefighting; and to prescribe penalties and punishment for violations thereof; (1213) Garbage fees. To levy, fix, assess, and collect a garbage, refuse, and trash collection and disposal and other sanitary service charge, tax, or fee for such services as may be necessary in the operation of the city from all individuals, firms, and corporations residing in or doing business within the city and benefiting from such services; to enforce the payment of such charges, taxes, or fees; and to provide for the manner and method of collecting such service charges; (1314) General health, safety, and welfare. To define, regulate, and prohibit any act, practice, conduct, or use of property which is detrimental to the health, sanitation, cleanliness, welfare, and safety of the inhabitants of the city and to provide for the enforcement of such standards; (1415) Gifts. To accept or refuse gifts, donations, bequests, or grants from any source for any purpose related to the powers and duties of the city and the general welfare of its citizens on such terms and conditions as the donor or grantor may impose; (1516) Health and sanitation. To prescribe standards of health and sanitation within the city and to provide for the enforcement of such standards; (1617) Homestead exemption. To establish and maintain procedures for offering homestead exemptions to residents of the city as authorized by Act of the General Assembly; (1718) Jail sentences. To provide that persons given jail sentences in the municipal court may work out such sentences in any public works or on the streets, roads, drains, and squares in the city; to provide for the commitment of such persons to any jail; or to provide for the commitment of such persons to any county work camp or county jail by agreement with the appropriate county officials; (1819) Motor vehicles. To regulate the operation of motor vehicles and exercise control over all traffic, including parking, upon or across the streets, roads, alleys, and walkways of the city; (1920) Municipal agencies and delegation of power. To create, alter, or abolish departments, boards, offices, commissions, and agencies of the city and to confer upon such agencies the necessary and appropriate authority for carrying out all the powers conferred upon or delegated to the same; (2021) Municipal debts. To appropriate and borrow money for the payment of debts of the city and to issue bonds for the purpose of raising revenue to carry out any project, program, or venture authorized by this Charter or the laws of the State of Georgia; (2122) Municipal property ownership. To acquire, dispose of, lease, enter into a contract fo r valuable consideration for the use, operation, or management of, and hold in trust or otherwise any real, personal, or mixed property, in fee simple or lesser interest, inside or outside the property limits of the city; (2223) Municipal property protection. To provide for the preservation and protection of property and equipment of the city and the administration and use of same by the public; and to prescribe penalties and punishment for violations thereof; (2324) Municipal utilities. To acquire, lease, construct, operate, maintain, sell, and dispose of public utilities, including, but not limited to, a system of waterworks, sewers, and drains, sewage disposal, gas works, electric plants, transportation facilities, public airports, and any other public utility; and to fix the taxes, charges, rates, fares, fees, assessments, regulations, and penalties therefor; and to provide for the withdrawal of service for refusal or failure to pay the same; and to authorize the extension of water, sewerage, and electr ical distribution systems, and all necessary appurtenances by which said utilities are distributed, inside and outside the corporate limits of the city; and to provide utility services to persons, firms, and corporations inside and outside the corporate limits of the city as provided by ordinance; (2425) Nuisances. To define a nuisance and provide for its abatement whether on public or private property; Page 4 (2526) Penalties. To provide penalties for violation of any ordinances adopted pursuant to the authority of this Charter and the laws of the State of Georgia; (2627) Planning and zoning. To provide comprehensive city planning for development by zoning and to provide subdivision regulation[s] and the like as the city council deems necessary and reasonable to ensure a safe, healthy, and esthetically pleasing community; (2728) Police and fire protection. To exercise the power of arrest through duly appointed police officers and to establish, operate, or contract for a police and a firefighting agency; (2829) Public hazards; removal. To provide for the destruction and removal of any building or other structure which is or may become dangerous or detrimental to the public; (2930) Public improvements. To provide for the acquisition, construction, building, operation, and maintenance of public ways, parks, playgrounds, recreational facilities, cemeteries, markets and market houses, public buildings, libraries, public housing, airports, hospitals, terminals, docks, parking facilities, or charitable, cultural, educational, recreational, conservation, sport, curative, corrective, detentional, penal, and medical institutions, agencies, and facilities; to provide any other public improvements inside or outside the corporate limits of the city; to regulate the use of public improvements; and, for such purposes, property may be acquired by condemnation under Title 22 of the O.C.G.A. or such other applicable laws as are or may hereafter be enacted; (3031) Public peace. To provide for the prevention and punishment of drunk enness, riots, and public disturbances; (3132) Public transportation. To organize and operate or contract for such public transportation systems as are deemed beneficial; (3233) Public utilities and services. To grant franchises or make contracts for pub lic utilities and public services and to prescribe the rates, fares, regulations, and the standards and conditions of service applicable to the service to be provided by the franchise grantee or contractor, insofar as not in conflict with valid regulations of the Public Service Commission; (3334) Regulation of roadside areas. To prohibit or regulate and control the erection, removal, and maintenance of signs, billboards, trees, shrubs, fences, buildings, and any and all other structures or obstructions upon or adjacent to the rights-of-way of streets and roads or within view thereof, inside or abutting the corporate limits of the city and to prescribe penalties and punishment for violation of such ordinances; (3435) Retirement. To provide and maintain a retirement plan for officers and employees of the city; (3536) Roadways. To lay out, open, extend, widen, narrow, establish or change the grade of, abandon or close, construct, pave, curb, gutter, adorn with shade trees, or otherwise improve, maintain, repair, clean, prevent erosion of, and light the roads, alleys, and walkways within the corporate limits of the city; and to negotiate and execute leases over, through, under, or across any city property or the right-of-way of any street, road, alley, and walk way or portion thereof within the corporate limits of the city for bridges, passageways, or any other purpose or use between buildings on opposite sides of the street and for other bridges, overpasses, and underpasses for private use at such location and t o charge a rental therefor in such manner as may be provided by ordinance; and to authorize and control the construction of bridges, overpasses, and underpasses within the corporate limits of the city; and to grant franchises and rights-of-way throughout the streets and roads and over the bridges and viaducts for the use of public utilities and for private use; and to require real estate owners to repair and maintain in a safe condition the sidewalks adjoining their lots or lands and to impose penalties for failure to do so; (3637) Sewer fees. To levy a fee, charge, or sewer tax as necessary to ensure the acquiring, constructing, equipping, operating, maintaining, and extending of a sewage disposal plant and sewerage system; to levy on those to whom sewers and sewerage systems are made available a sewer service fee, charge, or tax for the availability or use of the sewers; to provide for the Page 5 manner and method of collecting such service charge; and to impose on and collect a sewer connection fee or fees from those connected to the system; (3738) Solid waste disposal. To provide for the collection and disposal of garbage, rubbish, and refuse and to regulate the collection and disposal of garbage, rubbish, and refuse by others; and to provide for the separate collection of glass, tin, aluminum, cardboard, paper, and other recyclable materials and provide for the sale of such items; (3839) Special areas of public regulation. To regulate or prohibit junk dealers, pawnshops, pain management clinics, the manufacture, sale, or transportation of intoxicating liquors, and the use of firearms; to regulate the transportation, storage, and use of combustible, explosive, and inflammable materials, the use of lighting and heating equipment, and any other business or situation which may be dangerous to persons or property; to regulate and control the conduct of peddlers and itinerant traders, theatrical performances, exhibitions, and shows of any kind, by taxing or otherwise; and to license, tax, regulate, or prohibit profess ional fortunetelling, palmistry, adult bookstores, adult entertainment, and massage parlors; (3940) Special assessments. To levy and provide for the collection of special assessments to cover the costs of any public improvement; (4041) Taxes (ad valorem). To levy and provide for the assessment, valuation, revaluation, and collection of taxes on all property subject to taxation; provided, however, that: (A) For all years, the millage rate imposed for ad valorem taxes on real property shall not exceed 4.731 unless a higher limit is recommended by resolution of the city council and approved by a majority of the qualified voters of the city; provided, however, that for the purposes of compliance with O.C.G.A. § 48-8-91, the millage rate may be adjusted upward for the sole purpose of complying with the millage rate rollback provisions set forth therein; (B) For all years, the fair market value of all property subject to taxation shall be determined according to the tax digest of Fulton County, as provided in O.C.G.A. § 48-5-352; and (C) For all years, the billing date or dates and due date or dates for municipal ad valorem taxes shall be the same as for Fulton County ad valorem taxes; (4142) Taxes (other). To levy and collect such other taxes as may be allowed now or in the future by law; (4243) Taxicabs. To regulate and license vehicles operated for hire in the city; to limit the number of such vehicles; to require the operators thereof to be licensed; to require public liability insurance on such vehicles in the amounts to be prescribed by ordinance; and to regulate the parking of such vehicles; (4344) Urban redevelopment. To organize and operate an urban redevelopment program; and (4445) Other powers. To exercise and enjoy all other powers, functions, rights, privileges, and immunities necessary or desirable to promote or protect the safety, health, peace, security, good order, comfort, convenience, or general welfare of the city and its inhabitants; to exercise all implied powers necessary to carry into execution all powers granted in this Charter as fully and completely as if such powers were fully stated in this Charter; and to exercise all powers now or in the future authorized to be exercised by other municipal governments under other laws of the State of Georgia; and no listing of particular powers in this Charter shall be held to be exclusive of others, nor restrictive of general words and phrases granting powers, but shall be held to be in addition to such powers unless expressly prohibited to municipalities under the Constitution or applicable laws of the State of Georgia. (Ord. No. 13-09-183, § 1, 9-4-2013; Ord. No. 15-01-232, § 1, 1-5-2015) Section 1.13. - Exercise of powers. Page 6 All powers, functions, rights, privileges, and immunities of the city, its officers, agencies, or employees shall be carried into execution as provided by this Charter. If this Charter makes no provision, such sha ll be carried into execution as provided by ordinance or as provided by pertinent laws of the State of Georgia. ARTICLE II. - GOVERNMENT STRUCTURE, ELECTIONS, AND REMOVAL Section 2.10. - City council creation; composition; number; election. (a) The legislative authority of the government of this city, except as otherwise specifically provided in this Charter, shall be vested in a city council to be composed of a mayor and six councilmembers. (b) The mayor and councilmembers shall serve for terms of four years and until their respective successors are elected and qualified, except as otherwise provided in subsection (d) of Section 2.11 of this Charter. No person shall be eligible to serve as mayor or councilmember unless that person shall have been a resident of the Territory for 12 months immediately preceding the election of mayor or councilmembers, shall have attained the age of 21 years prior to the date of qualifying, and, in the case of councilmembers, has been a resident of the district from which he or she seeks election for six months at the time of qualifying for election; each such person shall continue to reside within the city and, in the case of councilmembers, within the district from which he or she was elected during said period of service and shall be registered and qualified to vote in municipal elections of this city. The mayor may reside anywhere within the city. No person's name shall be listed as a candidate on the ballot for election for either mayor or councilmember unless such pers on shall file a written notice with the clerk of said city that such person desires his or her name to be placed on said ballot as a candidate either for mayor or councilmember. No person shall be eligible for the office of mayor or councilmember unless such person shall file said notice within the time provided for in Chapter 2 of Title 21 of the O.C.G.A., the "Georgia Election Code." (c) (l) The mayor shall be limited to serving three full, consecutive four -year terms of office. (2) Councilmembers shall be limited to serving three full, consecutive terms of office. (3) Persons who serve terms of less than four years as a result of being elected to an initial term of office under subsection (d) of Section 2.11 of this Charter or who fill an unexpired term shall not be considered to have served a full term of office for the purposes of this subsection. (2007 Ga. Laws (Act No. 313), page 4283, §§ 1, 2; 2013 Ga. Laws (Act No. 295, H.B. No. 527), § 2, 5-7-2013; Ord. No. 13-09-183, § 2, 9-4-2013) Section 2.11. - Elections. (a) At any election, all persons who are qualified under the Constitution and laws of Georgia to vote for members of the General Assembly of Georgia and who are bona fide residents of the Territory or of said city shall be eligible to qualif y as voters in the election. (b) All primaries and elections shall be held and conducted in accordance with Chapter 2 of Title 21 of the O.C.G.A., the "Georgia Election Code." Except as otherwise provided by this Charter, the city council shall, by ordinance, prescribe such rules and regulations it deems appropriate to fulfill any options and duties under the "Georgia Election Code." (c) (1) For the purpose of electing members of the council, the City of Milton shall consist of three council districts which shall be and correspond to those three numbered districts described in and attached to and made a part of this Act and further identified as 'Plan: miltoncc -2013 Plan Type: Local Administrator: H047 User: Gina' which are also described in Appendix B of this charter, which appendix is attached and incorporated into this charter by reference. Each candidate for election to the council other than the mayor must reside in the council district he or she seeks to Page 7 represent, but such districts shall be residenc y districts only and not voting districts. All elections for all councilmembers shall be at-large by the voters of the entire city. (2) For the purposes of such plan: (A) The term 'VTD' shall mean and describe the same geographical boundaries as provided in the report of the Bureau of the Census for the United States decennial census of 2010 for the State of Georgia. The separate numeric designations in a district description which are underneath a VTD heading shall mean and describe individual Blocks with in a VTD as provided in the report of the Bureau of the Census for the United States decennial census of 2010 for the State of Georgia; and (B) Except as otherwise provided in the description of any district, whenever the description of any district refers to a named city, it shall mean the geographical boundaries of that city as shown on the census maps for the United States decennial census of 2010 for the State of Georgia. (3) Any part of the City of Milton which is not included in any district describ ed in paragraph (1) of this subsection shall be included within that district contiguous to such part which contains the least population according to the United States decennial census of 2010 for the State of Georgia. (4) Any part of the City of Milton which is described in paragraph (1) of this subsection as being included in a particular district shall nevertheless not be included within such district if such part is not contiguous to such district. Such noncontiguous part shall instead be included wit hin that district contiguous to such part which contains the least population according to the United States decennial census of 2010 for the State of Georgia. (5) On and after the effective date of this provision, the councilmember from former Council Di strict 1 shall be deemed to represent new Council District 1, Post 1; the councilmember from former Council District 2 shall be deemed to represent new Council District 2, Post 2; the councilmember from former Council District 3 shall be deemed to represent Council District 2, Post 1; the councilmember from former Council District 4 shall be deemed to represent new Council District 1, Post 2; the councilmember from former Council District 5 shall be deemed to represent new Council District 3, Post 1; and the councilmember from former Council District 6 shall be deemed to represent new Council District 3, Post 2. (d) Successors to the mayor and the councilmembers from Council District 1, Post 1; Council District 2, Post 1; and Council District 3, Post 1, shall be elected at the November, 2013, municipal election. Successors to the councilmembers from Council District 1, Post 2; Council District 2, Post 2; and Council District 3, Post 2 shall be elected at the November, 2015, municipal election. Such successor s shall be elected for terms of four years. All members shall serve until their successors are elected and qualified. (e) The mayor and each councilmember shall be elected by the qualified electors of the city at large. (f) The time for holding regular municipal elections shall be on the Tuesday next following the first Monday in November of each odd-numbered year beginning in 2013. Successors to the mayor and councilmembers shall be elected at the municipal election immediately preceding the expiration of the respective terms of office and shall take office on the first day of January immediately following their election for terms of four years and until their successors are elected and qualified. (g) All municipal elections shall be nonpartisan and without primaries. (2013 Ga. Laws (Act No. 287, H.B. No. 452); Ord. No. 13-09-183, § 3, 9-4-2013) Section 2.12. - Vacancies in office. Page 8 (a) The office of mayor or councilmember shall become vacant upon the incumbent's death, resignation, forfeiture of office, or removal from office in any manner authorized by this Charter or the general laws of the State of Georgia. (b) Upon the suspension from office of mayor or councilmember in any manner authorized by the general laws of the State of Georgia, the city council or those remaining shall appoint a successor for the duration of the suspension. If the suspension becomes permanent, then the office shall become vacant and shall be filled as provided in subsection (c) of this section. (c) In the event that the office of mayor or councilmember shall become vacant, the city council or those remaining shall order a special election to fill the balance of the unexpired term of such official; provided, however, if such vacancy occurs within six months of the expiration of the term of that office, the city council or those members remaining shall appoint a successor for the remainder of the term. In all other respects, the special election shall be held and conducted in accordance with Chapter 2 of Title 21 of the O.C.G.A., the "Georgia Election Code," as now or hereafter amended. Section 2.13. - Election by majority vote. The candidates for mayor and councilmember who receive a majority of the votes cast in the applicable election shall be elected to a term of office. In the event no candidate receives a majority of the votes cast in any of said elections, a runoff election shall be held between the two candidates receiving the highest number of votes. Such runoff shall be held at the time specified by state election law, unless such run-off date is postponed by court order. Section 2.14. - Compensation and expenses. The annual salary of the mayor shall be $23,000.00 and the annual salary for each councilmember shall be $13,000.00. Such salary shall be paid from municipal funds in monthly bi-weekly installments. The city council may provide for the reimbursement of expenses actually and necessarily incurred by the mayor and members of the city council in carrying out their official duties. (2007 Ga. Laws (Act No. 313), page 4283, § 3) Section 2.15. - Prohibitions. (a) No elected official, appointed officer, or employee of the city or any agency or political entity to which this Charter applies shall knowingly: (1) Engage in any business or transaction or have a financial or other personal interest, direct or indirect, which is incompatible with the proper discharge of official duties or which would tend to impair the independence of his or her judgment or action in the performance of official duties; (2) Engage in or accept private employment or render services for private interests when such employment or service is incompatible with the proper discharge of official duties or would tend to impair the independence of his or her judgment or action in the performance of off icial duties; (3) Disclose confidential information concerning the property, government, or affairs of the governmental body by which engaged without proper legal authorization or use such information to advance the financial or other private interest of himself or herself or others; (4) Accept any valuable gift, whether in the form of service, loan, object, or promise, from any person, firm, or corporation which to his or her knowledge is interested, directly or indirectly, in any manner whatsoever in business dealings with the governmental body by which he or she is engaged; provided, however, that an elected official who is a candidate for public office may accept campaign contributions and services in connection with any such campaign; (5) Represent other private interests in any action or proceeding against this city or any portion of its government; or Page 9 (6) Vote or otherwise participate in the negotiation or in the making of any contract with any business or entity in which he or she has a financial interest. (b) Any elected official, appointed officer, or employee who has any private financial interest, directly or indirectly, in any contract or matter pending before or within any department of the city shall disclose such private interest to the city council. The mayor or any councilmember who has a private interest in any matter pending before the city council shall disclose such private interest and such disclosure shall be entered on the records of the city council, and he or she shall disqualify himself or herself from participating in any decision or vote relating thereto. Any elected official, appointed officer, or employee of any agency or political entity to which this Charter applies who shall have any private financial interest, directly or indirectly, in any contract or matter pending before or within such entity shall disclose such private interest to the governing body of such agency or entity. (c) No elected official, appointed officer, or employee of the city or any agency or entity to which this Charter applies shall use property owned by such governmental entity for personal benefit, convenience, or profit, except in accordance with policies promulgated by the city council or the governing body of such agency or entity. (d) Any violation of this section which occurs with the knowledge, express or implied, of a party to a contract or sale shall render said contract or sale voidable at the option of the city council. (e) Except as authorized by law, no member of the council shall hold any other elective city office or other city employment during the term for which elected. The provisions of this subsection shall not apply to any person holding employment on the effective date of this Act. Section 2.16. - Removal of officers. (a) The mayor, a councilmember, or other appointed officers provided for in this Charter shall be removed from office for any one or more of the following causes: (1) Incompetence, misfeasance, or malfeasance in office; (2) Conviction of a crime involving moral turpitude; (3) Failure at any time to possess any qualifications of office as provided by this Charter or by law; (4) Knowingly violating section 2.15 or any other express prohibition of this Charter; (5) Abandonment of office or neglect to perform the duties thereof; or (6) Failure for any other cause to perform the duties of office as required by this Charter or by state law. (b) Removal of any officer pursuant to subsection (a) of this section shall be accomplished by one of the following methods: (1) By the vote of five councilmembers after an investigative hearing. In the event an elected officer is sought to be removed by the action of the city council, such officer shall be entitled to a written notice specifying the ground or grounds for removal a nd to a public hearing which shall be held not less than ten days after the service of such written notice. Any elected officer sought to be removed from office as provided in this section shall have the right of appeal from the decision of the city council to the Superior Court of Fulton County. Such appeal shall be governed by the same rules as govern appeals to the superior court from the probate court; or (2) By an order of the Superior Court of Fulton County following a hearing on a complaint seeking such removal brought by any resident of the City of Milton. ARTICLE III. - ORGANIZATION OF GOVERNMENT, GENERAL AUTHORITY, AND ORDINANCES Section 3.10. - General power and authority. Page 10 (a) Except as otherwise provided by this Charter, the city council sha ll be vested with all the powers of government of this city as provided by article I of this Charter. (b) In addition to all other powers conferred upon it by law, the city council shall have the authority to adopt and provide for the execution of such ordinances, resolutions, rules, and regulations, not inconsistent with this Charter and with the Constitution and the laws of the State of Georgia, which it shall deem necessary, expedient, or helpful for the peace, good order, protection of life and propert y, health, welfare, sanitation, comfort, convenience, prosperity, or well-being of the inhabitants of the City of Milton and may enforce such ordinances by imposing penalties for violations thereof. (c) Except for the office of city manager the city counc il, by resolution, may establish, abolish, merge, or consolidate offices, positions of employment, departments, and agencies of the city as it shall deem necessary for the proper administration of the affairs of the government of the city. The council shal l prescribe the functions and duties of departments, offices, and agencies; may provide that the same person shall fill any number of offices or positions of employment; and may transfer or change the functions and duties of offices, positions of employmen t, departments, and agencies of the city. (d) The operations and responsibilities of each department now or hereafter established in the city shall be distributed among such divisions or bureaus as may be provided by ordinance of the city council. Each department shall consist of such officers, employees, and positions of employment as may be provided by this Charter or by ordinance and shall be subject to the general supervision and guidance of the mayor and councilmembers. (e) In all cases, unless otherwise prohibited by this Charter or by state law, those functions and duties necessary for the efficient and proper administration of the affairs of government of the city may be provided through intergovernmental agreements or private contracts or both. (Ord. No. 13-09-183, § 4, 9-4-2013) Section 3.11. - Organization. (a) The city council shall hold an organizational meeting not later than the first regular meeting in January following an election. The meeting shall be called to order by the mayor -elect and the oath of office shall be administered to the newly elected mayor and councilmembers by a judicial officer authorized to administer the oaths required by Chapter 3 of Title 45 of the O.C.G.A. and the following oath: "I do solemnly (swear) (affirm) that I will faithfully perform the duties of (mayor) (councilmember) of this city and that I will support and defend the Charter thereof as well as the Constitution and laws of the State of Georgia and of the United States of America." (b) Following the induction of the mayor and councilmembers, the city council, by a majority vote, shall elect a councilmember to serve as mayor pro tempore. The mayor pro tempore shall assume the official duties and powers of the mayor during any disability or absence of the mayor, as set forth in section 3.30 of this Charter. Any such disability or absence shall be declared by a majority vote of the city council. (Ord. No. 13-09-183, § 5, 9-4-2013) Section 3.12. - Inquiries and investigations. The city council may make inqu iries and investigations into the affairs of the city and the conduct of any department, office, or agency thereof and for this purpose may subpoena witnesses, administer oaths, take testimony, and require the production of evidence. Any person who fails o r refuses to obey a lawful order issued in the exercise of these powers by the council shall be punished as provided by ordinance. Section 3.13. - Meetings. Page 11 (a) The city council shall, at least once during each calendar month, hold regular meetings at su ch times and places as prescribed by ordinance. The council may recess any such regular meeting and continue such meeting on any weekday or at any hour it may fix and may transact any business at such continued meeting as may be transacted at any regular m eeting. (b) Special meetings of the city council may be held on call of the mayor or four members of the city council. Notice of such special meeting shall be served on all other members personally, or by telephone personally, at least 48 hours in advance of the meeting. Such notice to councilmembers shall not be required if the mayor and all councilmembers are present when the special meeting is called. Such notice of any special meeting may be waived by a councilmember in writing before or after such a m eeting and attendance at the meeting shall also constitute a waiver of notice on any business transacted in such councilmembers presence. Only the business stated in the call may be transacted at the special meeting. (c) All meetings of the city council shall be public to the extent required by law and notice to the public of special meetings shall be given as required by law. Section 3.14. - Procedures. (a) The city council shall adopt its rules of procedure and order of business consistent with the pro visions of this Charter and shall provide for keeping a journal of its proceedings which shall be a public record. (b) All committees and committee chairpersons and officers of the city council shall be appointed as prescribed by ordinance or resolution of the city council. Section 3.15. - Voting. (a) Except as otherwise provided in subsection (c) of this section, four councilmembers shall constitute a quorum and shall be authorized to transact the business of the city council. For voting and quorum purposes, the mayor shall be counted as one of the councilmembers. Voting on the adoption of ordinances shall be by electronic or voice vote and the vote shall be recorded in the journal, but any member of the city council shall have the right to request a roll-call vote and such vote shall be recorded in the journal. No councilmember shall abstain from voting except in the case of a conflict of interest or if absent when a motion being voted upon was made. The councilmember shall provide a specific explanation of the conflict, and the explanation shall be recorded in the journal. (b) Except as otherwise provided in this Charter, the affirmative vote of a majority of the councilmembers present shall be required for the adoption of any ordinance, resolution, or motion. (c) In the event vacancies in office result in less than a quorum of councilmembers holding office, then the remaining councilmembers in office shall constitute a quorum and shall be authorized to transact business of the city council. A vote of a majority of the remaining councilmembers shall be required for the adoption of any ordinance, resolution, or motion. Section 3.16. - Ordinances. (a) Any proposal for a new or amended ordinance shall be in writing and in the format required for final adoption. No ordinance shall contain a subject which is not expressed in its title. The enacting clause shall be "The Council of the City of Milton hereby ordains ..." and every ordinance shall so begin. (b) A new or amended ordinance may be proposed by the mayor or councilmember at a regular or special meeting of the city council. Ordinances shall be considered and adopted or rejected by the city council in accordance with the rules which it shall establish; provided, however, an ordinance shall not be adopted the same day it is introduced, except for emergency ordinances provided for in section 3.18 of this Charter. After adoption of any ordinance, the clerk shall, as soon as possible, forward an appropriately formatted version of the adopted ordinance to that entity or agency that the city has retained to facilitate the codification and online viewing and download of all city ordinances. (Ord. No. 13-09-183, § 6, 9-4-2013) Page 12 Section 3.17. - Effect of ordinances. Acts of the city council which have the force and effect of law shall be enacted by ordinance. Section 3.18. - Emergencies. To meet a public emergency affecting life, health, property, or public peace, the city council may convene on call of the mayor or four councilmembers and may promptly adopt an emergency ordinance, but such ordinance shall not levy taxes; grant, renew, or extend a franchise; regulate the rate charged by any public utility for its services; or authorize the borrowing of money except for loans to be repair repaid within 30 days. An emergency ordinance shall be introduced in the form prescribed for ordinances generally, except that it shall be plainly designated as an emergency ordinance and shall contain, after the enacting clause, a declaration stating that an emergency exists and describing the emergency in clear and specific terms. An emergency ordinance may be adopted, with or without amendment, or rejected at the meeting at which it is introduced, but the affirmative vote of a majority of the councilmembers present shall be required for adoption. It shall become effective upon adoption or at such later time as it may specify. Every emergency ordinance shall automatically stand repealed 30 days following the date upon which it was adopted, but this shall not prevent reenactment of the ordinance in the manner specified in this section if the emergency continues to exist. An emergency ordinance shall also be repealed by adoption of a repealing ordinance in the same manner specified in this section for adoption of emergency ordinance s. Section 3.19. - Codes. (a) The city council may adopt any standard code of technical regulations by reference thereto in an adopting ordinance. The procedure and requirements governing such adopting ordinance shall be as prescribed for ordinances generally except that: (1) The requirements of subsection 3.16(b) of this Charter for distribution and filing of copies of the ordinance shall be construed to include copies of any code of technical regulations, as well as the adopting ordinance; and (2) A copy of each adopted code of technical regulations, as well as the adopting ordinance, shall be authenticated and recorded by the clerk pursuant to section 3.20 of this Charter. (b) Any adopted code of technical regulations shall be forwarded for online codification, viewing and download in the same manner as provided for ordinances in section 3.16(b) and shall otherwise be made available for review and copying upon request in accord with O.C.G.A. § 50-18-70 et seq. (Ord. No. 13-09-183, § 7, 9-4-2013) Section 3.20. - Codification of ordinances. (a) The clerk shall authenticate by the clerk's signature and record in full in a properly indexed digital version or book kept for that purpose all ordinances adopted by the council. (b) The city shall provide for the preparation of a general codification of all the ordinances of the city having the force and effect of law. The general codification shall be adopted by the city council by ordinance and shall be published promptly together with all amendments thereto and shall contain such codes of technical regulations and other rules and regulations as the city council may specify. This compilation shall be known and cited officially as "The Code of the City of Milton, Georgia." Copies of the Code shall be furnished available to all officers, departments, and agencies of the city and shall be made available for purchase byto the public at a reasonable price as fixed by the city councilonline free of charge. (c) The city council shall cause each ordinance and each a mendment to this Charter to be promptly delivered in an appropriate format to that entity or agency that the city has retained to facilitate the codification and online viewing and download of all city ordinances, charter amendments, and technical Page 13 regulations. Ordinances, charter amendments, and technical regulations shall otherwise be available in hard copy format for viewing and copying at the office of the city clerk in conformance with O.C.G.A. § 50-18-70 et seq. Following publication of the first Code under this Charter and at all times thereafter, the ordinances and Charter amendments shall be made available, whether in electronic or hard copy format, in substantially the same style as the Code then in effect and shall be suitable in form for incorporation within the Code. The city council shall make such further arrangements as deemed desirable with reproduction and distribution of any changes in or additions to codes of technical regulations and other rules and regulations included in the Code. (Ord. No. 13-09-183, § 8, 9-4-2013) Section 3.21. - Submission of ordinances to the mayor. (a) Every ordinance, resolution, or other action adopted by the city council shall be presented to the mayor for signature within five business days following the adoption of such ordinance, resolution, or other action by the city council. The mayor shall have the right to veto any ordinance adopted by city council, in accordance with the procedure set forth in this section. (b) The mayor, within ten business days following receipt of an ordinance, shall return it to the city clerk with or without the mayor's approval or with the mayor's veto. If an ordinance has been approved by the mayor or if it is returned to the city clerk neither approved nor disapproved, it shall b ecome law upon its return to the clerk. However, if the mayor fails to return an ordinance to the city clerk within ten business days of receipt, it shall become law at 12:00 midnight on the tenth business day after receipt. If the ordinance is vetoed by the mayor, the mayor shall submit to city council, through the city clerk, the reasons for the mayor's veto. The city clerk shall record upon the ordinance the date of its delivery to and its receipt from the mayor. (c) An ordinance vetoed by the mayor shall automatically be on the agenda at the next regular meeting of the city council for reconsideration. If the minimum number of council members necessary to vote to override the veto are not present, the action may be continued until the next meeting at wh ich such minimum number of councilmembers are present. The city council may override a veto by the mayor and adopt any ordinance that has been vetoed by the mayor by the affirmative votes of at least five councilmembers, not including the mayor. (d) In addition, the mayor may disapprove or reduce any item or items of appropriation in any ordinance or resolution. The approved part or parts of any ordinance or resolution making appropriations shall become law, and the part or parts disapproved or reduced shall not become law unless subsequently passed by the city council over the mayor's veto as provided herein. The disapproved or reduced part or parts of any such ordinance or resolution shall be presented to the city council as though disapproved and shall not become law unless overridden by the city council as set forth in subsection (c) of this section. (2013 Ga. Laws (Act No. 295, H.B. No. 527), § 3, 5-7-2013) Section 3.22. - Powers and duties of mayor. (a) The mayor shall be the chief executive officer of the city government, a member of and the presiding officer of the city council, and responsible for the efficient and orderly administration of the city's affairs. The mayor shall be responsible for the enforcement of laws, rules, regulations, ordinance s, and franchises in the city. The mayor may conduct inquiries and investigations into the conduct of the city's affairs and shall have such powers and duties as specified in this Charter or as may be provided by ordinance consistent with this Charter. (b) The mayor shall: Page 14 (1) Preside at all meetings of the city council and participate therein as a voting member, and in the mayor's absence the mayor pro tem shall preside as set forth in Section 3.30; (2) Be the head of the city for the purpose of service of process and for ceremonial purposes and be the official spokesperson for the city and the chief advocate of policy; (3) Have power to administer oaths and execute affidavits; (4) Sign as a matter of course on behalf of the city all written and approved contracts, ordinances, resolutions, and other instruments executed by the city which by law are required to be in writing. The City Council may delegate contract signing authority to the City Manager to the extent allowed by law; (5) See that all laws and ordinances of the city are faithfully executed; (6) Vote on any motion, resolution, ordinance, or other question before the council other than a veto override; (7) Obtain shortterm loans in the name of the city when authorized by the city council to do so; (8) Have the authority to appoint city council committees and appoint councilmembers to oversee and report on the functions of the various departments of the city, subject to confirmation by the city council; (98) Require the city manager to meet with him or her at a time and place designated for consultation and advice upon the affairs of the city; (109) Nominate the city manager, city attorney, chief judge of municipal court, city clerk, and city treasurer, subject to ratification by the city council; provided, however, that if the mayor's nomination is rejected by the city council or the mayor fails to offer a nomination, nominations may be offered by members of the city council; (1110) Prepare or have prepared an agenda for each meeting of the city council which shall include all business submitted by the mayor, any councilmember, the city manager, and the city attorney; and (1211) Fulfill and perform such other duties as are imposed by this Charter and duly adopted ordinances. (2007 Ga. Laws (Act No. 313), page 4283, § 4; Ord. No. 13-09-183, § 9, 9-4-2013) Section 3.23. - City manager; appointment; qualifications; compensation; removal. (a) The mayor shall nominate a city manager for an indefinite term and shall set the city manager's initial compensation, subject to confirmation by the city council. The city manager shall be nominated solely on the basis of that person's executive and administrative qualifications. (b) The mayor or a councilmember may recommend the removal of the city manager from office in accordance with the following procedures: (1) In response to such recommendation, the city council shall adopt by affirmative vote of a majority of all its members a preliminary resolution which must state the reasons for removal and may suspend the city manager from duty for a period not to exceed 45 days. A copy of the resolution shall be delivered promptly to the city manager; (2) Within ten days after a copy of the resolution is delivered to the city manager, that person may file with the city council a written request for a public hearing. This hearing shall be held within 30 days after the request is filed. The city manager may file with the city council a written reply not later than five days before the hearing; and (3) If the city manager has not requested a public hearing within the time specified in paragraph (2) of this subsection, the city council may adopt a final resolution for removal, which may be made Page 15 effective immediately, by an affirmative vote of a majority of all its members. If the city manager has requested a public hearing, the city council may adopt a final resolution for removal, which may be made effective immediately, by an affirmative vote of a majority of all its members at any time after the public hearing. (c) The city manager shall continue to receive the city manager's salary until the effective date of a final resolution of removal. (2007 Ga. Laws (Act No. 313), page 4283, § 5) Section 3.24. - Acting city manager. By letter filed with the city clerk, the city manager shall designate or in the absence of the city manager the mayor shall designate, subject to approval of the city council, a qualified city administrative officer to exercise the powers and perform the duties of city manager during the city man ager's temporary absence or physical or mental disability. During such absence or disability, the city council may revoke such designation at any time and appoint another officer of the city to serve until the city manager shall return or the city manager's disability shall cease. Section 3.25. - Powers and duties of the city manager. The city manager shall be the chief administrative officer of the city. The city manager shall be responsible to the city council for the administration of all city affairs placed in the city manager's charge by or under this Charter. As the chief administrative officer, the city manager shall: (1) Have the authority to hire persons to act as department heads or directors and fill other positions designated by ordinance or resolution and appoint and, when the city manager deems it necessary for the good of the city, suspend or remove any city employees and administrative officers the city manager hires or appoints, except as otherwise provided by law or personnel ordinances adopted pursuant to this Charter. The city manager may authorize any administrative officer who is subject to the city manager's direction and supervision to exercise these powers with respect to subordinates in that officer's department, office, or agency; (2) Direct and supervise the administration of all departments, offices, and agencies of the city, except as otherwise provided by this Charter or by law; (3) Attend all city council meetings, except for closed meetings held for the purposes of delibera ting on the appointment, discipline, or removal of the city manager, and have the right to take part in discussion, but the city manager may not vote; (4) See that all laws, provisions of this Charter, and acts of the city council, subject to enforcement by the city manager or by officers subject to the city manager's direction and supervision, are faithfully executed; (5) Prepare and submit the annual operating budget and capital budget to the city council; (6) Submit to the city council and make available to the public a complete report on the finances and administrative activities of the city as of the end of each fiscal year; (7) Make such other reports as the city council or mayor may require concerning the operations of those city departments, offices, and agencies that are subject to the city manager's direction and supervision; (8) Keep the city council fully advised as to the financial condition and future needs of the city, and make such recommendations to the city council concerning the affairs of the city as the city manager deems desirable; and (9) Perform other such duties as are specified in this Charter or as may be required by the city council. Page 16 (10) As delegated by the City Council, make and execute all lawful contracts on behalf of the city as to matters within said officer’s jurisdiction to the extent that all such contracts are funded in the city budget, except such as may be otherwise provided by law; provided, however, that no contract purchase or obligation requiring a budget amendm ent shall be valid and binding until after approval of the council. (Ord. No. 13-09-183, § 10, 9-4-2013) Section 3.26. - Reserved. Section 3.27. - Reserved. Section 3.28. - Council's interference with administration. Except for the purpose of inquiries and investigations under section 3.12 of this Charter, the city council and its members shall deal with city officers and employees who are subject to the direction and supervision of the city manager solely through the city manager, and neither the city c ouncil nor its members shall give orders to any such officer or employee, either publicly or privately. (Ord. No. 13-09-183, § 11, 9-4-2013) Section 3.29. - Selection of mayor pro tempore. There shall be a mayor pro tempore elected from among the councilmembers by the city council at the first regular meeting of each calendar year. The mayor pro tempore serving on the effective date of this Act shall serve until the first regular meeting of the city council in 2014, at which time a successor shall be elected to serve for a term of one year. All subsequent successors shall be elected at the first regular meeting of the city council in each calendar year to serve until the first regular meeting of the city council in the immediately following calendar year. The mayor pro tempore shall continue to vote and otherwise participate as a councilmember. A vacancy in the position of mayor pro tempore resulting from the mayor pro tempore ceasing to serve as a councilmember or from any other cause shall be filled for t he remainder of the unexpired term at the next regularly scheduled Council meeting. (2013 Ga. Laws (Act No. 295, H.B. No. 527), § 4, 5-7-2013; Ord. No. 13-09-183, § 12, 9-4- 2013) Section 3.30. - Mayor pro tempore. During the absence or physical or mental disability of the mayor for any cause, the mayor pro tempore of the city council, or in such person's absence or disability for any reason, any one of the councilmembers chosen by a majority vote of the city council, shall be clothed with all the rights and privileges of the mayor and shall perform the official duties of the office of the mayor so long as such absence or disability shall continue, except that the mayor pro tempore shall not have the mayor's veto power except in the case of physical or mental disability of the mayor. A councilmember acting as mayor shall have only one vote. Any such absence or disability shall be declared by majority vote of all councilmembers. The mayor pro tempore or selected councilmember shall sign all contracts and ord inances in which the mayor has a disqualifying financial interest. ARTICLE IV. - ADMINISTRATIVE AFFAIRS Page 17 Section 4.10. - Department heads. (a) Except as otherwise provided in this Charter, the city council by ordinance shall prescribe the functions or duties and establish, abolish, or alter all nonelective offices, positions of employment, departments, and agencies of the city as necessary for the proper administration of the affairs and government of this city. (b) Except as otherwise provided by this Charter or by law, the directors of departments and other officers of the city shall be appointed solely on the basis of their respective administrative and professional qualifications. (c) All appointed officers and directors of departments shall receive such compensation as prescribed by the city council. (d) There shall be a director of each department or agency who shall be its principal officer. Each director shall, subject to the direction and supervision of the city manager, be responsible for the administration and direction of the affairs and operations of the director's department or agency. (e) The city manager may suspend or terminate directors or department heads, so long as the city attorney reviews the facts supporting suspension or termination and concurs such action is appropriate before such action is taken. (Ord. No. 13-09-183, § 13, 9-4-2013) Section 4.11. - Boards. (a) The city council shall create by ordinance such boards, commissions, and authorities to fulfill any investigative, quasi-judicial, or quasi-legislative function the city council deems necessary and shall by ordinance establish the composition, period of existence, duties, and powers thereof. (b) Every member of any appointed board, commission, or authority of the city shall be appointed by a majority vote of the city council for such terms of office and in such manner as shall be provided by ordinance. Unless otherwise provided by ordinance or law, each board, commission, or authority shall consist of seven (7) members with one member being nominated by each member of the city council and the mayor. Unless otherwise provided by ordinance or law, there shall be no requirement that a board, commission or authority member reside in the district of the council member that nominates the member, but all members must be residents of Milton. (c) The city council, by ordinance, may provide for the compensation and reimbursement for actual and necessary expenses of the members of any board, commission, or authority. (d) Except as otherwise provided by this Charter or by law, no member of any board, commission, or authority shall hold any elective office in the city. (e) Any vacancy on a board, commission, or authority of the city shall be filled for the unexpired term in the manner prescribed for the original appointment, except as otherwise provided by this Charter or by law. (f) No member of a board, commission, or authority shall assume office until he or she has executed and filed with the clerk of the city an oath obligating himself or herself to perform faithfully and impartially the duties of the office, such oath to be prescribed by ordinance and administered by the mayor. (g) Any member of a board, commission, or authority may be removed from office by majority vote of t he city council. (h) Except as otherwise provided by this Charter or by law, each board, commission, or authority of the city shall elect one of its members as chairperson and one member as vice-chairperson, and may elect as its secretary one of its members or may appoint as secretary an employee of the city. Each board, commission, or authority of the city government may establish such bylaws, rules, and regulations, not inconsistent with this Charter, an ordinance of the city, or law, as it deems appropriate and necessary Page 18 for the fulfillment of its duties or the conduct of its affairs. Copies of such bylaws, rules, and regulations shall be filed with the clerk of the city. (2007 Ga. Laws (Act No. 313), page 4283, § 7; Ord. No. 13-09-183, §§ 14, 15, 9-4-2013) Section 4.12. - City attorney. The mayor shall nominate and the city council shall confirm by a majority vote a city attorney who shall be a member of the State Bar of Georgia and shall have actively practiced law for at least 7 years. The city attorney shall serve at the pleasure of the city council. The city attorney shall be responsible for representing and defending the city in all litigation in which the city is a party, may be the prosecuting officer in the municipal court, shall attend the meetings of the council as directed, shall advise the city council, mayor, and other officers and employees of the city concerning legal aspects of the city's affairs, and shall perform such other duties as may be required by virtue of the position of city attorney. The city council shall provide for the compensation of the city attorney. (Ord. No. 13-09-183, § 16, 9-4-2013) Section 4.13. - City clerk. The mayor shall nominate and the city council shall confirm by a majority vote a city clerk who shall not be a councilmember. The city clerk shall be custodian of the official city seal, maintain city council records required by this Charter, and perform such other duties as may be required by the city council. The city council shall provide for the compensation of the city clerk. Section 4.14. - Treasurer. The mayor shall nominate and the city council shall confirm by a majority vote a city treasurer to collect all taxes, licenses, fees, and other moneys belonging to the city subject to the provisions of this Charter and the ordinances of the city and to enforce all laws of Georgia relating to the collection of delinquent taxes and sale or foreclosure for nonpayment of taxes to the city. The city treasurer shall also be responsible for the general duties of a treasurer and fiscal officer. The city council shall provide for the compensation of the treasurer. Section 4.15. - Rules and regulations. The city council shall adopt rules and regulations consistent with this Charter concerning: (1) The method of employee selection and probationary periods of employment; (2) The administration of a position classification and pay plan, methods of promotion and applications of service ratings thereto, and transfer of employees within the classification plan; (3) Hours of work, vacation, sick leave, and other leaves of absence, overtime pay, and the order and manner in which layoffs shall be effected; (4) Such dismissal hearings as due process may require; and (5) Such other personnel notices as may be necessary to provi de for adequate and systematic handling of personnel affairs. ARTICLE V. - JUDICIAL BRANCH Section 5.10. - Municipal court. Page 19 There shall be a court to be known as the Municipal Court of the City of Milton. Section 5.11. - Judges. (a) The municipal court shall be presided over by a chief judge and such parttime, fulltime, or standby judges as shall be provided by ordinance. The chief judge shall be nominated by the mayor and shall be confirmed by resolution of the city council and the method of selectio n and terms of any other judges shall be provided by ordinance. (b) No person shall be qualified or eligible to serve as a judge on the municipal court unless that person shall have attained the age of 21 years and shall have been a member of the State Bar of Georgia for a minimum of three years. (c) Compensation of the chief judge and other judges shall be fixed by the city council. The position of chief judge shall not be a fulltime position, and the person serving as chief judge may engage in the private practice of law. (d) The chief judge shall serve a term of four years, coincident with the term of the mayor, but may be removed for cause by a vote of five members of the city council or upon action taken by the Judicial Qualification Commission. (e) Before assuming office, each judge shall take an oath, given by the mayor, that the judge will honestly and faithfully discharge the duties of the office to the best of his or her ability and without fear, favor, or partiality. The oath shall be entered u pon the minutes of the city council journal required in section 3.14 of this Charter. Section 5.12. - Convening of court. The municipal court shall be convened at regular intervals as provided by ordinance. Section 5.13. - Powers. (a) The municipal court shall try and punish violations of this Charter, all city ordinances, and such other violations as provided by law. (b) The municipal court shall have the authority to punish those in its presence for contempt; provided that such punishment shall not exceed the statutory limits for fines and imprisonment for such municipal court. (c) The municipal court may fix punishment for offenses within its jurisdiction, including both fines and imprisonment or alternative sentencing; provided that such fines or imprisonment does not exceed the statutory limits as now exist or hereafter provided by law. (d) The municipal court shall have the authority to establish a schedule of fees to defray the cost of operation and shall be entitled to reimbursement of the actual cost of meals, transportation, and caretaking of prisoners bound over to superior courts for violation of state law. (e) The municipal court shall have authority to establish bail and recognizances to ensure the presence of those charged with violations before said court and shall have discretionary authority to accept cash or personal or real property as surety bond for the appearance of persons charged with violations. Whenever any person shall give bail for appearance and shall fail to appear at the time fixed for trial, the bond shall be forfeited by the judge presiding at such time and an execution shall be issued thereon by serving the defendant and his or her sureties with a rule nisi at least two days before a hearing on the rule nisi. (f) The municipal court shall have the same authority as superior courts to compel the production of evidence in the possession of any party; to enforce obedience to its orders, judgments, and sentences; and to administer such oaths as are necessary. (g) The municipal court shall have the authority to bind prisoners over to the appropriate court when it appears by probable cause that state law has been violated. Page 20 (h) Each judge of the municipal court may compel the presence of all parties necessary to a proper disposal of each case by the issuance of summonses, subpoenas, and warrants which may be served as executed by any officer as authorized by this Charter or by law. (i) Each judge of the municipal court shall be authorized to issue warrants for the arrest of p ersons charged with offenses against any ordinance of the city, and each judge of the municipal court shall have the same authority as a magistrate of the state to issue warrants for offenses against state laws committed within the city. (j) The municipal court is specifically vested with all the jurisdiction and powers throughout the geographic area of this city granted by law to municipal courts and particularly by such laws as authorize the abatement of nuisances and prosecution of traffic violations. Section 5.14. - Certiorari. The right of certiorari from the decision and judgment of the municipal court shall exist in all criminal cases and ordinance violation cases, and such certiorari shall be obtained under the sanction of a judge of the Superior Court of Fulton County, under the laws of the State of Georgia regulating the granting and issuance of writs of certiorari. Section 5.15. - Rules. With the approval of the city council, the judge shall have full power and authority to make reasonable rules and regulations necessary and proper to secure the efficient and successful administration of the municipal court; provided, however, that the city council may adopt in part or in toto the rules and regulations applicable to superior courts. The rules and regulations made or adopted shall be filed with the city clerk, shall be available for public inspection, and, upon request, shall be furnished to all defendants in municipal court proceedings at least 48 hours prior to said proceedings. ARTICLE VI. - FINANCE Section 6.10. - Property tax. The city council may assess, levy, and collect an ad valorem tax on all real and personal property within the corporate limits of the city that is subject to such taxation by the state and county. This tax is for the purpose of raising revenues to defray the costs of operating the city government, of providing governmental services, for the repayment of principal and interest on general obligations, and for any other public purpose as determined by the city council in its discretion. Section 6.11. - Millage [rate]. (a) The city council by ordinance shall establish a millage rate for the city property tax, a due date, and the time period within which these taxes must be paid. The city council by ordinance may provide for the payment of these taxes by installments or in one lump sum, as well as authorize the voluntary payment of taxes prior to the time when due. (b) For all years, the millage rate imposed for ad valorem taxes on real property for operating budget purposes shall not exceed 4.731 unless a higher limit is recommended by resolution of the city council and approved by a majority of the qualified voters of the city voting in a referendum; provided, however, that for the purposes of compliance with Code Section 48-8-91 of the O.C.G.A., the millage rate may be adjusted upward for the sole purpose of complying with the millage rate rollback provisions set forth therein. For the purposes of this subparagraph, the term 'qualified voters' means those voters of the city who are qualified to vote in city elections and cast a vote for or against such measure in such referendum. The question to be presented to the voters in the referendum on increasing the millage rate shall be 'Do you approve increasing taxes on residential and nonresidential property for City of Milton property owners by raising from [current millage rate] to [proposed millage rate] the operating Page 21 budget millage rate, which was capped in the original charter for the city?' If such millage rate increase is approved by the qualified voters of the City of Milton voting in the referendum, the new rate shall become the maximum limit until changed again by resolution of the city council and approval by a majority of the qualified voters of the City of Milton voting in a referendum. (2013 Ga. Laws (Act No. 295, H.B. No. 527), § 1, 5-7-2013) Section 6.12. - Occupation taxes and business license fees. The city council by ordinance shall have the power to levy such occupation or business taxes as are not denied b y law. Such taxes may be levied on both individuals and corporations who transact business in this city or who practice or offer to practice any profession or calling within the city to the extent such persons have a constitutionally sufficient nexus to this city to be so taxed. The city council may classify businesses, occupations, professions, or callings for the purpose of such taxation in any way which may be lawful and may compel the payment of such taxes as provided in section 6.18 of this Charter. Section 6.13. - Licenses. The city council by ordinance shall have the power to require any individual or corporation who transacts business in this city or who practices or offers to practice any profession or calling within the city to obtain a license or permit for such activity from the city and pay a reasonable fee for such license or permit where such activities are not now regulated by general law in such a way as to preclude city regulations. Such fees may reflect the total cost to the city of regul ating the activity and, if unpaid, shall be collected as provided in section 6.18 of this Charter. The city council by ordinance may establish reasonable requirements for obtaining or keeping such licenses as the public health, safety, and welfare necessit ate. Section 6.14. - Reserved. Section 6.15. - Sewer fees. The city council by ordinance shall have the power to assess and collect fees, charges, and tolls for sewers, sanitary and health services, or any other services provided or made available inside or outside the corporate limits of the city for the total cost to the city of providing or making available such services. If unpaid, such charges shall be collected as provided in section 6.18 of this Charter. Section 6.16. - Roads. The city council by ordinance shall have the power to assess, charge, and collect the costs of constructing, reconstructing, widening, or improving any public way, street, sidewalk, curbing, gutters, sewers, or other utility mains and appurtenances from the abutting propert y owners under such terms and conditions as are reasonable. If unpaid, such charges shall be collected as provided in section 6.18 of this Charter. Section 6.17. - Other taxes. This city shall be empowered to levy any other tax allowed now or hereafter b y law, and the specific mention of any right, power, or authority in this article shall not be construed as limiting in any way the general powers of this city to govern its local affairs. Section 6.18. - Collection of delinquent taxes. The city council by ordinance may provide generally for the collection of delinquent taxes, fees, or other revenue due the city under sections 6.10 through 6.17 of this Charter by whatever reasonable means as are not precluded by law. This shall include providing for the d ates when the taxes or fees are due, late penalties or interest, issuance and execution of fi. fas., creation and priority of liens, making delinquent taxes and fees personal debts of the persons required to pay the taxes or fees imposed, revoking city Page 22 licenses for failure to pay any city taxes or fees, and providing for the assignment or transfer of tax executions. Section 6.19. - Borrowing. The city council shall have the power to issue bonds for the purpose of raising revenue to carry out any project, program, or venture authorized under this Charter or the laws of the state. Such bonding authority shall be exercised in accordance with the laws governing bond issuance by municipalities in effect at the time said issue is undertaken. Section 6.20. - Revenue bonds. Revenue bonds may be issued by the city council as state law now or hereafter provides. Such bonds are to be paid out of any revenue produced by the project, program, or venture for which they were issued. Section 6.21. - Loans. The city may obtain shortterm loans and must repay such loans not later than December 31 of each year, unless otherwise provided by law. Section 6.22. - Accounting and budgeting. The city council shall set the fiscal year by ordinance. This fiscal year shall constit ute the budget year and the year for financial accounting and reporting of each and every office, department, agency, and activity of the city government. Section 6.23. - Budget ordinance. The city council shall provide an ordinance on the procedures and requirements for the preparation and execution of an annual operating budget, a capital improvement program, and a capital budget, including requirements as to the scope, content, and form of such budgets and programs. The city council shall comply with the provisions of Chapter 81 of Title 36 of the O.C.G.A. Section 6.24. - Operating budget—[Submission and filing]. On or before a date fixed by the city council but not later than 30 days prior to the beginning of each fiscal year, the city manager shall submit to the city council a proposed operating budget for the ensuing fiscal year. The budget shall be accompanied by a message from the city manager containing a statement of the general fiscal policies of the city, the important features of the budget, explanations of major changes recommended for the next fiscal year, a general summary of the budget, and such other comments and information as the city manager may deem pertinent. The operating budget, the capital improvements budget, the budget message, and all supporting documents shall be filed in the office of the city clerk and shall be open to public inspection. (Ord. No. 13-09-183, § 17, 9-4-2013) Section 6.25. - [Same]—Adoption. (a) The city council may amend the operating budget proposed by the city manager, except that the budget as finally amended and adopted must provide for all expenditures required by state law or by other provisions of this Charter and for all debt service requirements for the ensuing fiscal year. The total appropriations from any fund shall not exceed the estimated fund balance, reserves, and revenues. (b) After the conducting of a budget hearing, the city council shall adopt the final operating budget for the ensuing fiscal year on or before a date fixed by ordinance of the council. If the city council fails to adopt the budget by said date, the amounts appropriated for operation for the then current fiscal year shall be deemed adopted for the ensuing fiscal year on a month-to-month basis, with all items prorated Page 23 accordingly, until such time as the city council adopts a budget for the ensuing fiscal year. Adoption of the budget shall take the form of an appropriations ordinance setting out the estimated revenues in detail by sources and making appropriations according to fund and by organizational unit, purpose, or activity as set out in the budget preparation ordinance adopted pursuant to section 6.23 of this Charter. (c) The amount set out in the adopted operating budget for each organizational unit shall constitute the annual appropriation for such, and no expenditure shall be made or encumbrance created in excess of the otherwise unencumbered balance of the appropriations or allotments thereof to which it is chargeable. Section 6.26. - Levy of taxes. Following adoption of the operating budget, the city council shall levy by ordinance such taxes as are necessary. The taxes and tax rates set by such ordinance shall be such that reasonable estimates of revenues from such levy shall at least be sufficient, together with other anticipated revenues, fund balances, and applicable reserves, to equal the total amount appropriated for each of the several funds set forth in the annual operating budget for defraying the expense of the general government of this city. Section 6.27. - Changes in budget. The city council by majority vote may make changes in the appropriations contained in the current operating budget at any regular meeting or special or emergency meeting called for such purposes. Section 6.28. - Capital improvements. (a) On or before the date fixed by the city council, but not later than 30 days prior to the beginning of each fiscal year, the city manager shall submit to the city council a proposed capital improvements budget with any recommendations as to the means of financing the improvements proposed for the ensuing year. The city council shall have the power to accept, with or without amendments, or reject the proposed program and proposed means of financing. The city council shall not authorize an expenditure for the construction of any building, structure, work, or improvement, unless the appropriations for such project are included in the capital improvements budget, except to meet a public emergency as provided in section 3.18 of this Charter. (b) After the conducting of a public hearing, the city council shall adopt by ordinance the final capital improvements budget for the ensuing fiscal year on or before a date fixed by ordinance of the council. No appropriations provided for in a prior capital improvements budget shall lapse until the purpose for which the appropriations were made shall have been accomplished or abandoned; provided, however, the mayor city manager may submit amendments to the capital improvements budget at any time during the fiscal year, accompanied by any recommendations. Any such amendments to the capital improvements budget shall become effective only upon adoption by majority vote of the city council. (Ord. No. 13-09-183, § 18, 9-4-2013) Section 6.29. - Audits. There shall be an annual independent audit of all city accounts, funds, and financial transactions by a certified public accountant selected by the city council. The audit shall be conducted according to generally accepted accounting principles. Any audit of any funds by the state or federal government may be accepted as satisfying the requirements of this Charter. Copies of all audit reports shall be available at printing costs to the public. Section 6.30. - Procurement and property management. Except as otherwise authorized in this section, Nno contract with the city shall be binding on the city unless: Page 24 (1) It is in writing; (2) It is drawn or submitted and reviewed by the city attorney and, as a matter of course, is signed by the city attorney to indicate such drafting or review; and (3) It is made or authorized by the city council and such approval is entered in the city council journal of proceedings pursuant to section 3.14 of this Charter. The Council shall be authorized to delegate by Ordinance contract signing authorit y to the City Manager for contracts with a maximum amount of $50,000 with a term of no more than a single fiscal year, upon the requirement that such contracts be subsequently ratified by Council. The Ordinance authorizing such delegation may be repealed at any time by majority approval of Council. Section 6.31. - Purchasing. The city council shall by ordinance prescribe procedures for a system of centralized purchasing for the city. Section 6.321. - Sale and lease of property; contracts for use, operation, or management. (a) The city council may sell and convey, lease, or enter into a contract for valuable consideration for the use, operation, or management of any real or personal property owned or held by the city for governmental or other purposes as now or hereafter provided by law, as well as any abandoned or surplus property. (b) The city council may quitclaim any rights it may have in property not needed for public purposes upon request by the mayor and adoption of a resolution, both finding that the property is not needed for public or other purposes and that the interest of the city has no readily ascertainable monetary value. (c) Whenever in opening, extending, or widening any street, avenue, alley, or public place of the city a small parcel or tract of land is cut off or separated by such work from a larger tract or boundary of land owned by the city, the city council may authorize the mayor to execute and deliver in the name of the city a deed conveying said cut-off or separated parcel or tract of land to an abutting or adjoining property owner or owners in exchange for rights-of-way of said street, avenue, alley, or public place when such exchange is deemed to be in the best interest of the city. All deeds and conveyances heretofore and hereafter so executed and delivered shall convey all title and interest the city has in such property, notwithstanding the fact that no public sale after advertisement was or is hereafter made. (Ord. No. 15-01-232, § 2, 1-5-2015) Editor's note— Section 2 of Ord. No. 15-01-232, adopted Jan. 5, 2015, changed the title of § 6.32 from "Sale of property" to read as herein set out. Section 6.332. - General homestead exemption. (a) As used in this section, the term: (1) "Ad valorem taxes for municipal purposes" means all ad valorem taxes for mu nicipal purposes levied by, for, or on behalf of the City of Milton, except for any ad valorem taxes to pay interest on and to retire municipal bonded indebtedness. (2) "Homestead" means homestead as defined and qualified in O.C.G.A. § 48-5-40, as amended. (b) Each resident of the City of Milton is granted an exemption on that persons homestead from City of Milton ad valorem taxes for municipal purposes in the amount of $15,000.00 of the assessed value of that homestead. The value of that property in excess of such exempted amount shall remain subject to taxation. Page 25 (c) A person shall not receive the homestead exemption granted by subsection (b) of this section unless the person or person's agent files an application with the governing authority of the City of Milton, or the designee thereof, giving such information relative to receiving such exemption as will enable the governing authority of the City of Milton, or the designee thereof, to make a determination regarding the initial and continuing eligibility of such owner for such exemption. The governing authority of the City of Milton, or the designee thereof, shall provide application forms for this purpose. (d) The exemption shall be claimed and returned as provided in O.C.G.A. § 48-5-50.1, as amended. The exemption shall be automatically renewed from year to year so long as the owner occupies the residence as a homestead. After a person has filed the proper application, as provided in subsection (c) of this section, it shall not be necessary to make application thereafter for any year and the exemption shall continue to be allowed to such person. It shall be the duty of any person granted the homestead exemption under subsection (b) of this section to notify the governing authority of the City of Milton, or the designee thereof, in the event that person for any reason becomes ineligible for that exemption. (e) The exemption granted by subsection (b) of this section shall not apply to or affect state ad valorem taxes, county ad valorem taxes for county purposes, or county or independent school district ad valorem taxes for educational purposes. The homestead exemption granted by subsection (b) of this section shall be in addition to and not in lieu of any other homestead exemption applicable to municipal ad valorem taxes for municipal purposes. (f) The exemption granted by subsection (b) of this section shall apply to all taxable years beginning on or after January 1, 2007. Section 6.343. - General homestead exemption for citizens age 65 [years] or over. (a) As used in this section, the term: (1) "Ad valorem taxes for municipal purposes" means all ad valorem taxes for municipal purposes levied by, for, or on behalf of the City of Milton, except for any ad valorem taxes to pay interest on and to retire municipal bonded indebtedness. (2) "Homestead" means homestead as defined and qualified in O.C.G.A. § 48-5-40, as amended. (3) "Senior citizen" means a person who is 65 years of age or over on or before January 1 of the year in which application for the exemption under subsection (b) of this section is made. (b) Each resident of the City of Milton who is a senior citizen is granted an exemption on that person's homestead from City of Milton ad valorem taxes for municipal purposes in the amount of $15,000.00 of the assessed value of that homestead. The value of that property in excess of such exempted amount shall remain subject to taxation. (c) A person shall not receive the homestead exemption granted by subsection (b) of this section unless the person or person's agent files an application with the governing authority of the City of Milton, or the designee thereof, giving the person's age and such additional information relative to receiving such exemption as will enable the governing authority of the City of Milton, or the designee thereof, to make a determination regarding the initial and continuing eligibility of such owner for such exemption. The governing authority of the City of Milton, or the designee thereof, shall provide application forms for this purpose. (d) The exemption shall be claimed and returned as provided in O.C.G.A. § 48-5-50.1, as amended. The exemption shall be automatically renewed from year to year so long as the owner occupies the residence as a homestead. After a person has filed th e proper application, as provided in subsection (c) of this section, it shall not be necessary to make application thereafter for any year and the exemption shall continue to be allowed to such person. It shall be the duty of any person granted the homestead exemption under subsection (b) of this section to notify the governing authority of the City of Milton, or the designee thereof, in the event that person for any reason becomes ineligible for that exemption. Page 26 (e) The exemption granted by subsection (b) of this section shall not apply to or affect state ad valorem taxes, county ad valorem taxes for county purposes, or county or independent school district ad valorem taxes for educational purposes. The homestead exemption granted by subsection (b) of this section shall be in addition to and not in lieu of any other homestead exemption applicable to municipal ad valorem taxes for municipal purposes. (f) The exemption granted by subsection (b) of this section shall apply to all taxable years beginning on or after January 1, 2007. Section 6.354. - Homestead exemption for citizens age 65 [years] or over meeting certain income requirements. (a) As used in this section, the term: (1) "Ad valorem taxes for municipal purposes" means all ad valorem taxes for munic ipal purposes levied by, for, or on behalf of the City of Milton including, but not limited to, any ad valorem taxes to pay interest on and to retire municipal bonded indebtedness. (2) "Homestead" means homestead as defined and qualified in O.C.G.A. § 48-5-40, as amended. (3) "Income" means adjusted gross income as such term is defined in the Internal Revenue Code of 1986, as such code is defined in O.C.G.A. § 48-1-2, except that for purposes of this section, the term "income" shall include only that portion of income or benefits received as retirement, survivor, or disability benefits under the federal Social Security Act or under any other public or private retirement, disability, or pension system which exceeds the maximum amount which may be received by an individual and an individual's spouse under the federal Social Security Act. (4) "Senior citizen" means a person who is 65 years of age or over on or before January 1 of the year in which application for the exemption under subsection (b) of this section is made. (b) Each resident of the City of Milton who is a senior citizen is granted an exemption on that person's homestead from City of Milton ad valorem taxes for municipal purposes in the amount of $10,000.00 of the assessed value of that homestead. The exemption granted by this subsection shall only be granted if that person's income, together with the income of the spouse who also occupies and resides at such homestead does not exceed the maximum amount which may be received by an individual and an individuals spouse under the federal Social Security Act for the immediately preceding year. The value of that property in excess of such exempted amount shall remain subject to taxation. (c) A person shall not receive the homestead exemption granted by subsection (b) of this section unless the person or person's agent files an application with the governing authority of the City of Milton, or the designee thereof, giving the person's age, income, and such additional information relative to receiving such exemption as will enable the governing authority of the City of Milton, or the designee thereof, to make a determination regarding the initial and continuing eligibility of such owner for such exemption. The governing authority of the City of Milton, or the designee thereof, shall provide application forms for this purpose. (d) The exemption shall be claimed and returned as provided in O.C.G.A. § 48-5-50.1, as amended. The exemption shall be automatically renewed from year to year so long as the owner oc cupies the residence as a homestead. After a person has filed the proper application, as provided in subsection (c) of this section, it shall not be necessary to make application thereafter for any year and the exemption shall continue to be allowed to suc h person. It shall be the duty of any person granted the homestead exemption under subsection (b) of this section to notify the governing authority of the City of Milton, or the designee thereof, in the event that person for any reason becomes ineligible f or that exemption. (e) The exemption granted by subsection (b) of this section shall not apply to or affect state ad valorem taxes, county ad valorem taxes for county purposes, or county or independent school district ad valorem taxes for educational purposes. The homestead exemption granted by subsection (b) of this section shall be in addition to and not in lieu of any other homestead exemption applicable to municipal ad valorem taxes for municipal purposes. Page 27 (f) The exemption granted by subsection (b) of this section shall apply to all taxable years beginning on or after January 1, 2007. Section 6.365. - Homestead exemption for citizens age 70 [years] or over and disabled persons meeting certain income requirements. (a) As used in this section, the term: (1) "Ad valorem taxes for municipal purposes" means all ad valorem taxes for municipal purposes levied by, for, or on behalf of the City of Milton including, but not limited to, any ad valorem taxes to pay interest on and to retire municipal bonded indebtedness. (2) "Homestead" means homestead as defined and qualified in O.C.G.A. § 48-5-40, as amended. (3) "Income" means adjusted gross income determined pursuant to the Internal Revenue Code of 1986, as amended, for federal income tax purposes, except that for the purposes of this section, the term "income" shall include only that portion of income or benefits received as retirement, survivor, or disability benefits under the federal Social Security Act or under any other public or private retirement, disability, or pension system which exceeds the maximum amount which may be received by an individual and an individual's spouse under the federal Social Security Act. (4) "Senior citizen" means a person who is 70 years of age or over on or before January 1 of the year in which application for the exemption under subsection (b) of this section is made. (b) Each resident of the City of Milton who is a senior citizen or who is disabled is granted an exemption on that person's homestead from City of Milton ad valorem taxes for municipal purposes for the full value of that homestead. The exemption granted by this subsection shall only be granted if that person's income, together with the income of the spouse who also occupies and resides at such homestead does not exceed the maximum amount which may be received by an individual and an individuals spouse under the federal Social Security Act for the immediately preceding year. (c) [Disability certificate; application.] (1) In order to qualify for the exemption provided for in subsection (b) of this section as being disabled, the person claiming such exemption shall be required to obtain a certificate from not more than three physicians licensed to practice medicine under Chapter 34 of Title 43 of the O.C.G.A., as amended, certifying that in the opinion of such physician or physicians such person is mentally or physically incapacitated to the extent that such person is unable to be gainfully employed and that such incapacity is likely to be permanent. Such certificat e or certificates shall constitute part of and be submitted with the application provided for in paragraph (2) of this subsection. (2) A person shall not receive the homestead exemption granted by subsection (b) of this section unless the person or persons agent files an application with the governing authority of the City of Milton, or the designee thereof, giving the person's age, income, and such additional information relative to receiving such exemption as will enable the governing authority of the Ci ty of Milton, or the designee thereof, to make a determination regarding the initial and continuing eligibility of such owner for such exemption. The governing authority of the City of Milton, or the designee thereof, shall provide application forms for this purpose. (d) The exemption shall be claimed and returned as provided in O.C.G.A. § 48-5-50.1, as amended. The exemption shall be automatically renewed from year-to-year so long as the owner occupies the residence as a homestead. After a person has filed the proper application, as provided in subsection (c) of this section, it shall not be necessary to make application thereafter for any year and the exemption shall continue to be allowed to such person. It shall be the duty of any person granted the homestead exemption under subsection (b) of this section to notify the governing authority of the City of Milton, or the designee thereof, in the event that person for any reason becomes ineligible for that exemption. (e) The exemption granted by subsection (b) of this section shall not apply to or affect state ad valorem taxes, county ad valorem taxes for county purposes, or county or independent school district ad Page 28 valorem taxes for educational purposes. The homestead exemption granted by subsection (b) of t his section shall be in addition to and not in lieu of any other homestead exemption applicable to municipal ad valorem taxes for municipal purposes. (f) The exemption granted by subsection (b) of this section shall apply to all taxable years beginning on or after January 1, 2007. ARTICLE VII. - GENERAL PROVISIONS Section 7.10. - Bonds for officials. The officers and employees of this city, both elected and appointed, shall execute such surety or fidelity bonds in such amounts and upon such terms and conditions as the city council shall from time to time require by ordinance or as may be provided by law. Section 7.11. - Charter language on other general matters. Except as specifically provided otherwise by this Charter, all rights, claims, actions, o rders, contracts, and legal or administrative proceedings shall continue and any such ongoing work or cases shall be completed by such city agencies, personnel, or offices as may be provided by the city council. Section 7.12. - Definitions and construction. (a) Section captions in this Charter are informative only and shall not be considered as a part thereof. (b) The word "shall" is mandatory and the word "may" is permissive. (c) The singular shall include the plural, the masculine shall include the fem inine, and vice versa. Section 7.13. - Qualified electors. For municipal elections, the qualified electors of the City of Milton shall be determined pursuant to the authority of Chapter 2 of Title 21 of the O.C.G.A., known as the "Georgia Election Code." (Ord. No. 13-09-183, § 19, 9-4-2013) Section 7.14. - Reserved. Editor's note— Section 20 of Ord. No. 13-09-183, adopted Sept. 4, 2013, repealed § 7.14, which pertained to referendum, and derived from the original Charter, adopted in 2006. Section 7.15. - Effective dates. The provisions of this Act shall become of full force and effect for all purposes on December 1, 2006. (Ord. No. 13-09-183, § 21, 9-4-2013) Section 7.16. - Reserved. Page 29 Editor's note— Section 22 of Ord. No. 13-09-183, adopted Sept. 4, 2013, repealed § 7.16, which pertained to transition, and derived from the original Charter, adopted in 2006. Section 7.17. - Director[y] nature of dates. It is the intention of the General Assembly that this Act be construed as directory rather than mand atory with respect to any date prescribed in this Act. If it is necessary to delay any action called for in this Act for providential cause, delay in securing approval under the federal Voting Rights Act, or any other reason, it is the intention of the General Assembly that the action be delayed rather than abandoned. Any delay in performing any action under this Act, whether for cause or otherwise, shall not operate to frustrate the overall intent of this Act. (Ord. No. 13-09-183, § 23, 9-4-2013) Section 7.18. - Charter commission. At the first regularly scheduled city council meeting in December, 2011, and every 5 years thereafter, the mayor and city council shall call for a Charter commission to review the city's experience and recommend to the General Assembly any changes to the City Charter. Members of the Charter commission shall be appointed as follows: one by the mayor, one by the city council, and one by each member of the Georgia House of Representatives and Senate whose district lies wholly or pa rtially within the corporate boundaries of the City of Milton. All members of the Charter commission must reside in the City of Milton. The commission must complete the recommendations within six months of its creation. (Ord. No. 13-09-183, § 24, 9-4-2013) Section 7.19. - Severability. In the event any section, subsection, sentence, clause, or phrase of this Act shall be declared or adjudged invalid or unconstitutional, such adjudication shall in no manner affect the other sections, subsections, sentences, clauses, or phrases of this Act, which shall remain of full force and effect, as if the section, subsection, sentence, clause, or phrase so declared or adjudged invalid or unconstitutional were not originally a part hereof. The General Assembly hereby declares that it would have passed the remaining parts of this Act if it had known that such part or parts hereof would be declared or adjudged invalid or unconstitutional. Section 7.20. - General repealer. All laws and parts of laws in conflict with this Act are repealed. APPENDIX A The corporate limits of the City of Milton shall consist of that portion of Fulton County described as follows: (1) Subject to the exclusion of that territory described in the other paragraphs of this Appendix A, the City of Milton shall include territory within the following boundary: BEGINNING at the intersection of the Southern Right of Way Line of Arnold Mill Road (a/k/a State Route 140) (right-of-way varies) and the Fulton/Cherokee County line; thence, southeasterly along the southwesterly right-of-way of Arnold Mill Road (right-of-way varies), a distance of 2,333.64 feet to the southeast right-of-way of Old Chadwick Lane (30' right-of-way); thence, southwesterly along said southeasterly right-of-way of Old Chadwick Lane (30' right-of- way) a distance of 749.64 feet to the west line of Land Lot 929; thence, South 00°19'58" East, along said west line of Land Lot 929, a distance of 216.05 feet to the southwest corner of Land Page 30 Lot 929, said corner being common with Land Lots 929, 930, 943, and 944; thence, South 89°43'32" East, along the south line of Land Lot 929, a distance of 897.87 feet to the southwesterly right-of-way of Arnold Mill Road (right-of-way varies); thence, southeasterly, along said southwesterly right-of-way of Arnold Mill Road (right-of-way varies) a distance of 425.12 feet to a point; thence, leaving said Arnold Mill Road right -of-way and running South 26°09'42" West a distance of 42.01 feet to a point; thence, South 51°27'43" West a distance of 539.10 feet t o a point; thence, North 28°47'18" West a distance of 165.15 feet to a point; thence, South 87°41'04" West a distance of 98.25 feet to a point; thence, South 44°41'58" West a distance of 168.00 feet to a point; thence, South 50°55'57" East a distance of 349.12 feet to a point; thence, South 69°26'47" East a distance of 246.98 feet to a point on the northwesterly right -of-way of Lackey Road (right-of-way varies); thence, South 51°44'13" East a distance of 50.00 feet to a point on the southeasterly right-of-way of Lackey Road (right-of-way varies); thence, 230 feet, more or less, southwesterly along the right-of-way of Lackey Road (right-of-way varies) to a point on the north line of Land Lot 1001; thence, leaving said right -of-way of Lackey Road and running North 89°57'22" East, along said north line of Land Lot 1001, a distance of 536.52 feet to the northeast corner of Land Lot 1001, said corner being common with Land Lots 944, 945, 1000, and 1001; thence, South 00°19'32" East, along the east line of Land Lot 1001, a distance of 1,224.21 feet to a point on said land lot line; thence, leaving said land lot line, North 89°52'00" East a distance of 654.80 feet to a point; thence, North 84°18'00" East a distance of 552.80 feet to a point; thence, North 89°54'00" East a distance of 120.00 feet to a point on the west line of Land Lot 999; thence, South 00°09'00" East, along said land lot line, a distance of 199.80 feet to the southwest corner of Land Lot 999, said corner being common with Land Lots 999, 1000, 1017, a nd 1018; thence, North 89°34'00" East, along the south line of Land Lot 999, a distance of 334.90 feet; thence, leaving said land lot line, South 14°28'00" East a distance of 395.10 feet to a point on the northerly right-of-way of Sweet Apple Road (right-of-way varies); thence, southwesterly along the northwesterly right-of-way of Sweet Apple Road (right-of-way varies), a distance of 595.75 feet to a point on the centerline of a branch; thence, leaving the right-of-way of Sweet Apple road, running northwesterly 1,324 feet, more or less, along the centerline of said branch to a point on the west line of Land Lot 1017; thence, North 00°11'00" West, along the west line of Land Lot 1017, 528.80 feet to the northwest corner of Land Lot 1017, said corner being com mon with Land Lots 1000, 1001, 1016, and 1017; North 89°07'51" West, along the south line of Land Lots 1001 and 1002, 2,640.00 feet to the southwest corner of Land Lot 1002, said corner being common with Land Lots 1002, 1003, 1014, and 1015; thence, North 89°52'48" West, along the south line of Land Lot 1003, a distance of 1,302.59 feet to the southwest corner of Land Lot 1003, said corner being common with Land Lots 1003, 1004, 1013, and 1014; South 00°43'19" West, along the east line of Land Lot 1013 and part of the east line of Land Lot 1076, a distance of 1,570.73 feet to the northerly right-of-way of Lackey Road (right-of-way varies); thence, South 00°42'46" West, along the east line of Land Lot 1076, a distance of 1,088.79 feet to the southeast corner of Land Lot 1076, said corner being common with Land Lots 1075, 1076, 1085, and 1086; thence Easterly along the South Line of Land Lot 1075, to the Southeast corner of Land Lot 1075, said corner being common with Land Lots 1074, 1075, 1086, and 1087; thence generally Northerly along the West Line of Land Lot 1074, to a point on the Northern Right of Way of Ebenezer Road (right -of- way varies); thence generally Southeasterly along the Northern Right of Way of Ebenezer Road (right-of-way varies), following the curvature thereof to the intersection of the Northern Right of Way of Ebenezer Road with the West Line of Land Lot 1072; thence generally Southerly along said West Land Lot Line approximately 310.00 feet more or less to the Southwest corner of Land Lot 1072, said corner being common with Land Lots 1072, 1073, 1088, and 1089; thence, North 88°39'10" East, along the south line of Land Lot 1072, a distance of 1,062.30 feet to a point; thence, North 01°37'04" West a distance of 495.61 feet to the northerly right-of-way of Ebenezer Road (60' right-of-way); thence, easterly and southerly along the northerly and northeasterly right- of-way of said Ebenezer Road (60' right-of-way) a distance of 1,556.29 feet to a point; thence, North 01°28'32" West a distance of 1,685.56 feet to a point located on the north line of Land Lot 1071; thence North 88°24'33" East, along said north line of Land Lot 1071, a distance of 363.07 feet to the northeast corner of Land Lot 1071, said corner being common with Land Lots 1018, 1019, 1070, and 1071; thence, South 01°14'27" East, along the east line of Land Lot 1071, a Page 31 distance of 385.000 feet to a point; thence, North 88°56'49" East a distance of 455.60 feet to a point; thence, South 01°05'35" East a distance of 653.02 feet to a point; thence, South 04°52'12" East a distance of 572.30 feet to a point; thence, South 70°31'09" East a distance of 300.0 feet to a point; thence, South 05°41'13" East a distance of 410.0 feet to a point located on the southwesterly right-of-way of Ebenezer Road (60' right-of-way); thence, northwesterly along said southwesterly right-of-way of Ebenezer Road (60' right-of-way), a distance of 202.00 feet to a point; thence, South 02°44'05" West a distance of 192.38 feet to a point; thence, South 89°20'09" West a distance of 177.41 feet to a point; thence, South 03°15'58" East a distance of 400.83 feet to a point; thence, South 88°48'04" West a distance of 428.52 feet to a point located on the west line of Land Lot 1091; thence, South 03°21'51" East along said west l ine of Land Lot 1091, a distance of 10.78 feet to the southwest corner of Land Lot 1091, said corner being common with Land Lots 1090, 1091, 1142, and 1143; thence, South 87°31'47" West, along the south line of Land Lot 1090, a distance of 686.47 feet to a point; thence, South 80°58'33" West, along said south line of Land Lot 1090, a distance of 30.00 feet to a point; thence, South 09°09'27" East a distance of 130.02 feet to a point; thence, South 80°58'33" West a distance of 210.01 feet to a point; thence, South 09°01'27" East a distance of 850.18 feet to a point on the southeasterly right - of-way of Cox Road (50' right-of-way); thence, southwestern and westerly along said southeasterly and southerly right-of-way of Cox Road (50' right-of-way) the following courses and distances: South 59°14'33" West a distance of 280.10 feet, South 59°44'31" West a distance of 100.12 feet, South 61°00'03" West a distance of 102.19 feet, South 62°45'40" West a distance of 99.43 feet, South 67°11'10" West a distance of 94.68 f eet, South 72°23'29" West a distance of 107.45 feet, South 77°29'59" West a distance of 111.75 feet, South 83°43'38" West a distance of 118.69 feet, South 88°36'36" West a distance of 516.93 feet, South 89°39'42" West a distance of 399.21 feet, to the west line of Land Lot 1161; thence continuing generally Westerly along and following the curvature of said Southern Right of Way of Cox Road to a point being the Northwest corner of Parcel Number 22-3450-1160-030-4; thence generally South along the Western boundary of said Parcel Number 22-3450-1160-030-4 a distance of approximately 407.5;pm; feet to a point being the Northeast corner of Parcel Number 22-3450-1160-038-7; thence generally Southwest a distance of approximately 50;pm; feet along the Northwest boundary of said Parcel Number 22-3450-1160-038-7; thence generally Southwest a distance of approximately 90.5;pm; feet along the Northwest boundary of said Parcel Number 22-3450-1160-038-7; thence generally Southwest a distance of approximately 279.83;pm; feet along the Northwest boundary of said Parcel Number 22-3450-1160-038-7; thence generally South a distance of approximately 84.8;pm; feet along the Western boundary of said Parcel Number 22-3450-1160-038-7 to a point being the Southwest corner of said Parcel Number 22-3450-1160-038-7; thence generally Southeast a distance of approximately 191.62;pm; feet along the Southern boundary of said Parcel Number 22-3450-1160-038-7 to a point being the Southeast corner of said Parcel Number 22-3450-1160-038-7; thence generally South a distance of approximately 248.8;pm; feet along the Western boundary of Parcel Number 22-3450-1160-038-7 to a point on the Northern boundary line of Parcel Number 22-3450-1217-026-5, said point being the Southwest corner of said Parcel Number 22-3450-1160-030-4; thence generally South and West a distance of approximately 105.9;pm; feet along the Northern boundary of Parcel Number 22 -3450-1217-026-5; thence generally South and West a distance of approximately 256.08 ;pm; feet along the Northern boundary of Parcel Number 22-3450-1217-026-5; thence generally West a distance of approximately 165.14;pm; feet along the Northern boundary of Parcel Number 22 -3450-1217- 026-5; thence generally West a distance of approximately 245.82;pm; feet along th e Northern boundary of Parcel Number 22-3450-1217-026-5 to a point on the West Line of Land Lot 1160, said point being the Northwest corner of Parcel Number 22 -3450-1217-026-5; thence generally South along the said West Line of Land Lot 1160 to the Southwest corner of said Land Lot 1160, said corner being common with Land Lots 1159, 1160, 1217, and 1218; thence continuing generally South along the West Line of Land Lot 1217 to the Southwest corner of said Land Lot 1217, said corner being common with Land Lots 1217, 1218, 1232, and 1233; thence continuing generally South along the West Line of Land Lot 1232 to a point being the Southwest corner of Parcel Number 22-3460-1232-010-8; thence running generally East a distance of approximately 1,137.7;pm; feet to a point located on the Western Right of Way of King Circle (a 30' right-of-way) Page 32 said point being the Southeast corner of said Parcel Number 22-3460-1232-010-8; thence running generally Southeast a distance of approximately 545.91;pm; feet along and followin g the curvature of the Western Right of Way of King Circle (a 30' right-of-way) to a point along said Right of Way, said point being the Southeast corner of Parcel Number 22-3460-1232-030-6; thence leaving said Right of Way and running generally West a dis tance of approximately 1,363;pm; feet to a point on the West Line of Land Lot 1232, said point being the Southwest corner of said Parcel Number 22-3460-1232-030-6; thence generally South along the West Line of Land Lot 1232 a distance of approximately 423.7;pm; feet to the Southwest corner of Land Lot 1232, said corner being common with Land Lots 1231, 1232, 1288, and 1289; thence running generally East along the South Line of Land Lot 1232 to a point that is approximately 316.6 ;pm; feet from the intersection of said South Line with the Western Right of Way of King Circle (a 30' right-of-way), said point also being the Northwest corner of Parcel Number 22-3520-1288-073-7; thence running generally Southeast along the Southwestern boundary of said Parcel Numb er 22- 3520-1288-073-7 a distance of approximately 401.4;pm; feet to a point being the Southwest corner of said Parcel Number 22-3520-1288-073-7; thence running generally East along the Southern boundary of said Parcel Number 22-3520-1288-073-7 a distance of approximately 410.0;pm; feet to a point located on the Western Right of Way of King Road (right-of-way varies), said point being the Southeast corner of said Parcel Number 22-3520-1288-073-7; thence continuing generally Northerly along and following the curvature of said Western Right of Way of King Road to a point located on said Western Right of Way of King Road at the Northeast corner of Parcel Number 22-3520-1233-074-1; thence leaving said Right of Way of King Road and running generally Northwest along the Northeastern boundary of said Parcel Number 22-3520- 1233-074-1 a distance of approximately 327;pm; feet to a point located at the Northeast corner of said Parcel Number 22-3520-1233-074-1; thence running generally North a distance of approximately 106.66;pm; feet along the Western boundary of Parcel Number 22-3524-1233-001 to a point being the Northwest corner of said Parcel Number 22-3524-1233-001; thence continuing generally North a distance of approximately 78.93;pm; feet along the Eastern boundary line of Parcel Number 22-3520-1233-070 to a point being the Northeast corner of said Parcel Number 22-3520-1233-070; thence running generally Northeast a distance of approximately 212.37;pm; feet along the Northwestern boundary line of Parcel Number 22-3524-1233-003 to a point being the Northern corner of said Parcel Number 22-3524-1233-003; thence continuing generally Northeast a distance of approximately 121.38;pm; feet along the Northwestern boundary of Parcel Number 22-3524-1233-004 to a point being the Southwest corner of Parcel Number 22-3520-1233-096; thence running generally Southeast a distance of approximately 93.66 ;pm; feet along the Southern boundary of Parcel Number 22-3520-1233-096 to a point being the Northwest corner of Parcel Number 22-3520-1233-081; thence running generally Southeast a distance of approximately 425.65;pm; feet along the Southern boundary of Parcel Number 22-3520-1233-081 to a point located on the Western Right of Way of King Road (right - of-way varies), said point being the Southeast corner of Parcel Number 22-3520-1233-081; thence continuing generally Northerly along and following the curvature of said Western Right of Way of King Road to a point located on said Western Right of Way of King Road and along the Eastern boundary line of Parcel Number 22-3520-1233-096 directly across from the Northern Right of Way of Kent Road; thence Easterly across King Road to a point at the intersection of the Eastern Right of Way of King Road and the Northern Right of Way of Kent Road; thence running generally Easterly along and following the curvature of said Northern Right of Way of Kent Road a distance of approximately 681.1;pm; feet to a point located on said Northern Right of Way of Kent Road at the Southeast corner of Parcel Number 22-3520-1233-016-2; thence leaving said Right of Way and running generally North along the Eastern boundary of said Parcel Number 22 - 3520-1233-016-2 a distance of approximately 687.2;pm; feet to a point being the Northeast corner of said Parcel Number 22-3520-1233-016-2; thence running generally West along the Northern boundary of said Parcel Number 22-3520-1233-016-2 a distance of approximately 422.2;pm; feet to a point on the Eastern Right of Way of King Road being the Northwest corner of said Parcel Number 22-3520-1233-016-2; thence Westerly across King Road to a point on the Western Right of Way of King Road; thence generally Northerly along and following the curvature of said Western Right of Way of King Road to a point located on said Western Right of Way of King Road Page 33 and being the Northeast corner of Parcel Number 22-3510-1162-075; thence Easterly across King Road to a point on the Eastern Right of Way of King Road being the Southwest corner of Parcel Number 22-3510-1162-009; thence, North 81°15'52" East a distance of 235.27 feet to a point; thence, 76°16'38" East a distance of 526.69 feet to a point located on the east line of Land Lot 1162; thence, North 00°30'38" East, along said east line of Land Lot 1162, a distance of 532.99 feet to the southwest corner of Land Lot 1142, said corner being common with Land Lots 1142, 1143, 1162, and 1163; thence North 01 degrees 11 minutes 29 seconds West along the West Line of Land Lot 1142, a distance of 818.25 feet to the Southeast Right of Way of Cox Road (right-of-way varies); thence Northeasterly along the said Southeastern Right of Way of Cox Road (right-of-way varies) and crossing over Woodstream Court and Etris Road, a distance of 2,585.0 feet to a point; thence South 00 degrees 48 minutes 08 seconds East a dis tance of 865.47 feet to the South Line of Land Lot 1092; thence East along said South Line of Land Lot 1092 a distance of 477.0 feet to the Southeast corner of Land Lot 1092, said corner being common with Land Lots 1092, 1093, 1140, and 1141; thence North, along the East Line of Land Lot 1092, a distance of 550.0 feet; thence South 80 degrees 38 minutes 00 seconds East a distance of 97.2 feet; thence North 08 degrees 00 minutes 00 seconds East a distance of 157.0 feet to a point located on the Southwest Right of Way of Old Cemetery Road (right-of-way varies); thence South 72 degrees 21 minutes 00 seconds East, along said Old Cemetery Road (right-of-way varies) a distance of 140.3 feet to a point located on the Southwesterly Right of Way of Arnold Mill Road (right-of-way varies); thence Southeasterly along said Right of Way of Arnold Mill Road a distance of 2,562 feet, more or less, to the northerly right-of-way of Cagle road (60' right-of-way); thence, westerly along the northerly right-of-way of Cagle Road (60' right-of-way) a distance of 198 feet, more or less, to the east line of Land Lot 1165; thence, south, along said east line of Land Lot 1165, a distance of 60.0 feet to the southerly right-of-way of Cagle Road (60' right-of-way); thence continuing generally South along the East Line of Land Lot 1165 to a point on the Southeast corner of said Land Lot 1165, said corner being common with Land Lots 1165, 1166, 1211, and 1212; thence running generally East along the South Line of Land Lot 1166 to the interse ction of said South Line with the Southwestern Right of Way of Arnold Mill Road (right -of-way varies) to that point where Arnold Mill Road first intersects the Alpharetta City limits south of Green Road; thence follow the meanderings of the Alpharetta City limits generally northeastward and eastward to Land Lot 1103; then proceeding north along the western edge of Land Lot 1103 and Land Lot 1058 to the northwestern most corner of the Harrington Falls subdivision; thence proceeding eastward along the northern boundary of the Harrington Falls subdivision to the northwestern most corner of parcel 22463010340275; thence proceeding east along the northern border of parcel 22463010340275 to the centerline of Providence Road, then south along the centerline of Providence Road to the Alpharetta City limits; then following the meanderings of the Alpharetta City limits generally easterly to the intersection of Ga. Route 400 and the Fulton/Forsyth County line; run thence generally north along the Fulton/Forsyth County L ine and thence west and south along the Fulton County line to the point of beginning;". (2) The following territory shall be excluded from the corporate limits of the City of Milton: A. Parcel number 22447010580238 in its entirety; B. All of the unincorporated land within LL 1123 and LL 1124, south and east of the centerline of Cumming Highway (a/k/a, Main Street, a/k/a Alpharetta Highway and a/k/a State Highway 9); C. All of the unincorporated land within LL 1111 and LL 1050 south and east of the center line of Cogburn Road; D. All of the unincorporated land within LL 833, LL 834 and LL 895 that is situated south and east of the southernmost right of way of Bethany Bend Road; E. All of the unincorporated land within LL 896 that is situated west of the westernmost right of way of Cogburn Road; F. That property identified by parcel number 22-50900896-046 in LL 905, to the westernmost right of way of Cogburn Road; Page 34 (3) As used in paragraph (1), of this Appendix A, the city limits of Alpharetta shall be tho se in existence as of January 1, 2006, including all properties that have legally been annexed into the City of Alpharetta as of that date; and (4) The City of Milton shall not include any noncontiguous portion of the City of Alpharetta or the City of Roswell that was legally included within the city limits of either city as of January 1, 2006. (2007 Ga. Laws (Act No. 312), page 4276) APPENDIX B Plan: miltoncc-2013 Plan Type: Local Administrator: H047 User: Gina District 001 Fulton County VTD: 121AP04 - AP04 011503: 3023 3031 VTD: 121ML01A - ML01A 011503: 1003 1004 1005 1006 1007 1008 1016 1018 1020 1021 2000 2001 2002 2003 2006 2015 3009 3010 3011 3012 3013 3014 3015 3016 3017 3018 3019 3020 3021 3022 3024 3028 3032 3037 3038 3039 3040 3041 3042 3043 3045 3047 3054 VTD: 121ML01B - ML01B 011503: Page 35 2004 2005 2010 2011 2012 2016 2025 2031 011505: 1001 1003 1009 1019 011506: 2000 2001 2008 2012 VTD: 121ML02A - ML02A 011504: 3029 3033 3034 3035 VTD: 121ML02B - ML02B 011503: 1000 1001 1002 3007 3008 011504: 2011 2012 2020 2021 3037 011615: Page 36 1005 1006 VTD: 121ML04 - ML04 011614: 3043 3044 3051 011615: 1000 1001 1002 1003 1009 1010 1011 1012 1014 1015 1016 1019 1020 1021 1033 1034 1036 1047 3006 3017 3021 3034 3035 3036 3037 3040 VTD: 121ML05 - ML05 011615: 3016 3018 3019 VTD: 121ML06 - ML06 011614: 1016 1017 1018 1019 1022 1023 1024 1025 1026 1027 1028 1029 1030 1031 1032 1033 1034 1035 1036 3000 3001 3002 3003 3004 3009 3010 3011 3012 3013 3014 3015 3021 Page 37 011615: 3024 3028 3052 District 002 Fulton County VTD: 121ML02A - ML02A 011503: 3000 3001 3002 3003 3004 3005 3006 011504: 2023 3000 3001 3002 3003 3004 3005 3006 3007 3008 3009 3010 3011 3013 3017 3018 3019 3020 3021 3022 3023 3024 3032 3038 VTD: 121ML02B - ML02B 011504: 2006 2014 2015 2016 VTD: 121ML03 - ML03 VTD: 121ML04 - ML04 011504: 2001 2002 2003 2004 2005 2007 2008 2013 4028 4029 Page 38 011615: 2004 3002 VTD: 121ML05 - ML05 011504: 4017 4025 4026 VTD: 121ML07 - ML07 011504: 1000 1001 1002 1003 1004 1005 1006 1007 1008 1009 1010 1011 1012 1013 1014 1021 1022 4000 4001 4002 4003 4004 4008 4009 4010 4011 4012 4013 4014 4015 4016 4021 4022 4030 District 003 Fulton County VTD: 121ML04 - ML04 011504: 4027 011615: 3003 Page 39 VTD: 121ML05 - ML05 011504: 4019 4024 4031 4033 4034 4035 011614: 2001 2008 2009 2010 2011 2013 2014 2015 2016 2017 2018 2019 2020 011615: 2000 2001 2002 2003 2005 2006 2007 2008 2009 2010 3000 3001 3007 3008 3009 3010 3011 3012 3013 3014 3015 3023 VTD: 121ML06 - ML06 011614: 1000 1001 1002 1003 1004 1005 1006 1007 1008 1009 1010 1011 1012 1013 1014 1015 1020 1021 2000 2002 2003 2004 2005 2006 2007 2012 2021 VTD: 121ML07 - ML07 011504: Page 40 4020 4023 4032 (2013 Ga. Laws (Act No. 287, H.B. No. 452), § 2, 5-7-2013) Subpart B - LOCAL ACTS [ARTICLE I]. - PARKS AND RECREATION AUTHORITY[1] Footnotes: --- (1) --- Editor's note—Printed herein is 2007 Ga. Laws (Act No. 315), page 4297, establishing the City of Milton Parks and Recreation Authority. Amendments to the original act are indicated by parenthetical history notes following amended provisions. The absence of a history note indicates that the provision derives unchanged from the original act. The format of the original act, including section numbers, has been retained. The directive and administrative provisions of the act and any amendments thereof, including severability, repealer, effective date, affidavits and notices of intent, have been omitted. A uniform system of punctuation and capitalization has been used. Obvious misspellings and punctuation errors and omissions have been corrected without notation and material in brackets [ ] has been added for clarity. Section 1. - [Short title.] This Act shall be known and may be cited as the "City of Milton Parks and Recreation Authority Act." Section 2. - [Created; membership; appointments; vacancy; removal, etc.] (a) There is created a body corporate and politic to be known as the City of Milton Parks and Recreation Authority, which shall be deemed to be a political subdivision of the State of Georgia and a public corporation. By that name, style, and title, said body may contract and be contracted with, sue and be sued, implead and be impleaded, and complain and defend in all courts of law and equity, except that the authority or the trustee acting under the trust indenture shall in no event be liable for any torts committed by any of the officers, agents, and employees. The authority shall not be a state institution nor a department or agency of the state but shall be an instrumentality of the state, a mere creation of the state, having a distinct corporate entity and being exempt from the provisions of Article 2 of Chapter 17 of Title 50 of the O.C.G.A., the "Georgia State Financing and Investment Commission Act." The authority shall have its principal office in the City of Milton and its legal situs for the purposes of this Act shall be Fulton County. The authority is granted the same exemptions and exclusions from taxes as are now granted to cities and counties for the operation of facilities similar to facilities t o be operated by the authority as provided under the provisions of this Act. (b) The authority shall consist of seven members who shall be residents of the City of Milton and who shall be appointed as provided in this subsection. The mayor and each member of the city council shall appoint a member to the authority. The member appointed by the mayor may reside anywhere within the corporate limits of the city, but a member appointed by a councilmember shall reside in such Page 41 councilmember's district. The members of the authority shall serve terms of office concurrent with the term of the persons who appointed them and until a successor is appointed and qualified. (c) Any member of the authority may be selected and appointed to succeed himself or herself. Immediately after such appointments, the members of such authority shall enter upon their duties. (d) Any vacancy on the authority shall be filled in the same manner as was the original appointment of the member whose termination of membership resulted in such vacancy, and the person so selected and appointed shall serve for the remainder of the unexpired term and until a successor is appointed and qualified. (e) The authority shall elect one of its members as chairperson and one of its members as vice chairperson. The clerk of the City of Milton shall be the secretary and treasurer. Said clerk shall not be a member of the authority. (f) Three members of the authority shall constitute a quorum. No vacancy on the authority shall impair the right of the quorum to exercise all the rights and perform all the duties of the authority. (g) The members of the authority shall be reimbursed for all actual expenses incurred in the performance of their official duties out of funds of the authority. (h) The authority shall make rules and regulations for its own government. It shall have perpetual existence. (i) Any member of the authority may be removed from office by the mayor and city council for failure to perform his or her duties as a member of the authority. Such fai lure shall include without limitation absence from three consecutive meetings of the authority, unless excused by reasonable grounds as determined by the mayor and city council. Any office so vacated shall be filled within 60 days by appointment as provided in subsection (d) of this section. The new appointee shall serve the remainder of the unexpired term to which he or she is appointed and until a successor is appointed and qualified. Section 3. - [Definitions; self-liquidating projects.] (a) As used in this Act, the term: (1) Authority shall mean the City of Milton Parks and Recreation Authority created in section 2(a) of this Act. (2) Cost of the project shall embrace the cost of acquisition and construction; the cost of all lands, properties, rights, easements, and franchises acquired and the cost of all conveyances in fee simple of the authority's title thereto and leases thereof; the cost of all machinery and equipment and financing charges and interest prior to and during construction and for one year after construction; the cost of engineering, architectural, fiscal, and legal expenses necessary or incident to determining the feasibility or practicability of the project; administrative expenses and such other expenses as may be necessary or incident to the financing authorized by this Act; and the cost of the acquisition and construction of any project and the placing of the same in operation. Any obligation or expense incurred for any of the foregoing purposes shall be regarded as a part of the costs of the project and may be paid or reimbursed as such out of the proceeds of revenue bonds issued under the provisions of this Act for such projects. (3) Mayor shall mean the mayor of the City of Milton. (4) Project shall be deemed to mean and include the acquisition, construction, equipping, maintenance, and operation of athletic and recreation centers, facilities, and areas, including, but not limited to, playgrounds, parks, hiking, camping, and picnicking areas and facilities, swimming and wading pools, lakes, tennis courts, athletic fields and courts, clubhouses, gymnasiums, auditoriums, youth centers, senior citizen centers, stadiums, museums, related buildings, golf courses, and the usual and convenient facilities appertaining to such undertakings and extensions and improvements of such facilities; the acquisition of parking facilities or parking areas in connection therewith; the acquisition of the property necessary therefor, both real and personal, and the lease and sale of any part or all of suc h facilities, including real or personal property, so Page 42 as to assure the efficient and proper development, maintenance, and operation of such recreational facilities and areas deemed by the authority to be necessary, convenient, or desirable. (5) Revenue bonds, bonds, and obligations mean revenue bonds as defined and provided for in Article 3 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law," and such type of obligations may be issued by the authority as authorized under the "Revenue Bond Law " and any amendments thereto and, in addition, shall mean obligations of the authority, the issuance of which are specifically provided for in this Act. (b) Any project shall be deemed "self -liquidating" if, in the judgment of the authority, the revenues and earnings to be derived by the authority therefrom, including the anticipated revenues and earnings from the lease of any project, and all properties used, leased, and sold in connection therewith will be sufficient to pay the cost of acquiring, operating, maintaining, repairing, improving, and extending the project and to pay the principal of and interest on the revenue bonds which may be issued to finance, in whole or in part, the cost of such project or projects. Section 4. - [Powers.] (a) The authority shall have the following powers: (1) To have a seal and alter the same at its pleasure; (2) To acquire by purchase, lease, or otherwise and to hold, lease, and dispose of real and personal property of every kind and character for its corporate purposes; (3) To acquire in its own name by purchase, on such terms and conditions and in such manner as it may deem proper, real property or rights or easements therein or franchises necessary or convenient for its corporate purposes, to use the same so long as its corporate existence shall continue, to lease or make contracts with respect to the use of the same, or to dispose of the same in any manner it deems to the best advantage of the authority. If the authority shall deem it expedient to construct any project on any lands, the title to which shall then be in the State of Georgia, the Governor is authorized to convey for and in behalf of the state title to such lands to the authority upon payment to the State of Georgia for the credit of the general fund of the state of the reasonable value of such lands upon the receipt of such lawful consideration as may be determined by the parties to such conveyance. If the authority shall deem it expedient to acquire and construct any project on any lands, the title to which shall be in the name of the City of Milton, Fulton County, or any municipality incorporated in said county, the governing authority or body of said municipalities is authorized to convey title to such lands to the authority upon the receipt of such lawful consideration as may be determined by the parties to such conveyances or upon payment for the credit of the general funds of such county or municipalities of the reasonable value of such lands, such value to be determined by mutual consent of such county or municipality and the authority or by an appraiser to be agreed upon by the governing authority or body of such county or municipality and the chairperson of the authority; (4) To appoint, select, and employ officers, agents, and employees, including engineers, architectural and construction experts, fiscal agents, and attorneys, and fix their respective compensation; (5) To make contracts and leases and to execute all instruments necessary or convenient, including contracts for the acquisition and construction of projects and leases of projects or contracts with respect to the use of projects which the authority causes to be erected or acquired, including contracts for acquiring, constructing, renting, and leasing of its projects for the use of Fult on County or any municipality in Fulton County, and to dispose by conveyance of its title in fee simple of real and personal property of every kind and character; any and all persons, firms, and corporations and the state and any and all political subdivis ions, departments, institutions, or agencies of the state are authorized to enter into contracts, leases, or agreements with the authority upon such terms and for such purposes as they deem advisable; and, without limiting the generality of the above, authorization is specifically granted to municipal corporations and counties and to the authority to enter into contracts and lease and sublease agreements with the Page 43 State of Georgia or any agencies or departments thereof relative to parks and recreation center s, areas, and facilities and relative to any property which such department or agency of the State of Georgia has now or may hereafter obtain by lease from the United States government or any agency or department thereof, and the authority is specifically authorized to convey title in fee simple to any and all of its lands and any improvements thereon to any persons, firms, corporations, municipalities, or the State of Georgia or the United States government, or any agencies or departments thereof, subject to the rights and interest of the holders of any of the bonds or obligations authorized to be issued pursuant to this Act and by the resolution or trust indenture of the authority authorizing the issuance of any of its bonds or obligations as provided in this Act; (6) To construct, erect, acquire, own, repair, remodel, maintain, add to, extend, improve, equip, operate, and manage projects as defined in this Act, the cost of any such project to be paid in whole or in part from the proceeds of revenue bonds or other funds of the authority or from such proceeds or other funds and any grant from the United States of America and any agency or instrumentality thereof; (7) To accept loans, gifts, and grants of money, materials, or property of any kind from the Un ited States of America or any agency or instrumentality thereof, upon such terms and conditions as the United States of America or such agency or instrumentality thereof may impose; (8) To accept loans, gifts, and grants of money, materials, or property of any kind from the State of Georgia or any agency, instrumentality, or political subdivision thereof, upon such terms and conditions as the State of Georgia or such agency, instrumentality, or political subdivision thereof may impose; (9) To borrow money for any of its corporate purposes, to execute evidence of such indebtedness, to secure the same, to issue negotiable revenue bonds payable solely from the funds pledged for that purpose, and to provide for the payment of the same and for the rights of the holders thereof; (10) To exercise any power usually possessed by private corporations performing similar functions which is not in conflict with the Constitution and laws of this state; (11) To borrow money for any of its corporate purposes from any ban ks or other lending institutions and to execute evidence of such indebtedness and to secure the same by assigning all rights to and pledging all funds to be received by the authority from a lease or leases entered into by the authority as the lessor; (12) To do all things necessary or convenient to carry out the powers expressly given in this Act; and (13) To make recommendations to the mayor and city council of [the City of] Milton on land acquisitions, facilities, development, and other matters relating to the provisions of recreation and recreational opportunities to the citizens of [the City of] Milton. (b) The authority and the trustee acting under a trust indenture are specifically authorized from time to time to sell, lease, grant, exchange, or otherwise dispose of any surplus property, both real and personal, or interest therein not required in the normal operation of the authority and usable in the furtherance of the purpose for which the authority was created. Section 5. - [Revenue bonds.] The authority, or any authority or body which has or which may in the future succeed to the powers, duties, and liabilities vested in the authority created by this Act, shall have power and is authorized at one time or from time to time to provide by resolution for the issuance of negotiable revenue bonds for the purpose of paying all or any part of the cost as defined in this Act of any one or more projects. The principal of and interest on such revenue bonds shall be payable solely from the special fund provi ded for in this Act for such payment. The bonds of each issue shall be dated and shall bear interest at such rate or rates as determined by the authority, payable on such dates as determined by the authority. The bonds shall be payable in such medium of payment as to both principal and interest as may be determined by the authority and may be made redeemable before maturity at the option of the authority at such price or prices and Page 44 under such terms and conditions as may be fixed by the authority in the reso lution providing for the issuance of the bonds. Such revenue bonds or obligations shall be issued pursuant to and in conformity with the "Revenue Bond Law," and all procedures pertaining to such issuance and the conditions thereof shall be the same as those contained in the "Revenue Bond Law" and any amendments thereto. Section 6. - [Same—Issued for essential public and governmental purpose.] All revenue bonds issued under the provisions of this Act are declared to be issued for an essential public and governmental purpose, and such bonds and the income thereof shall be exempt from all taxation by the state. Section 7. - [Same—Price and purpose controlled by authority.] The authority may sell such revenue bonds in such manner and for such prices as it ma y determine to be for the best interest of the authority, and the proceeds derived from the sale of such bonds shall be used solely for the purpose provided in the proceedings authorizing the issuance of such bonds. Section 8. - [Same—Issuance immediate upon passage; publication not required.] Such revenue bonds may be issued without any other proceedings or the happening of any other conditions or things than those proceedings, conditions, and things which are specified or required by the "Revenue Bond Law." Any resolution providing for the issuance of revenue bonds under the provisions of this Act shall become effective immediately upon its passage and need not be published or posted, and any such resolution may be passed at any regular, special, or adjourned meeting of the authority by a majority of its members, subject to the provisions of Chapter 14 of Title 50 of the O.C.G.A., governing open and public meetings. Section 9. - [Same—No obligation of state or city to repay unless agreed to or mandatory by terms of bond.] Revenue bonds issued under the provisions of this Act shall not be deemed to constitute a debt of the State of Georgia or of the City of Milton or a pledge of the faith and credit thereof; but such bonds shall be payable solely from the rentals, revenues, earnings, and funds of the authority as provided in the resolution or trust indenture authorizing the issuance and securing the payment of such bonds. The issuance of such revenue bonds shall not directly, indirectly, or contingently ob ligate the state or any political subdivision thereof, specifically such city, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment, and all such bonds shall contain recitals on their face covering subs tantially the foregoing provisions of this section. However, the City of Milton or any political subdivision of the state contracting with the authority may obligate itself to pay the amounts required under any contract entered into with the authority from funds received from taxes to be levied and collected for that purpose to the extent necessary to pay the obligations contractually incurred under this section and from any other source; and the obligation to make such payments shall constitute a general obligation and a pledge of the full faith and credit of the obligor but shall not constitute a debt of the obligor within the meaning of Article IX, Section V, Paragraph I of the Constitution of the State of Georgia. When such obligation is made to make suc h payments from taxes to be levied for that purpose, then the obligation shall be mandatory to levy and collect such taxes from year to year in an amount sufficient to fulfill and fully comply with the terms of such obligation. Section 10. - [Same—Methods of payment.] The revenues, rents, and earnings derived from any particular project or projects and any and all revenues, rents, and earnings received by the authority, regardless of whether such revenues, rents, and earnings were produced by a particular project for which bonds have been issued, unless otherwise pledged, may be pledged by the authority to the payment of the principal of and interest on revenue bonds of the authority as may be provided in any resolution authorizing the issuance of such bon ds or in any trust indenture pertaining to such bonds. Such funds so pledged from whatever source received, which may Page 45 include funds received from one or more or all sources, may be set aside at regular intervals into sinking funds for which provision may be made in any such resolution or trust indenture and which may be pledged to and charged with the payment of: (1) The interest upon such revenue bonds as such interest shall become due; (2) The principal of the bonds as the same shall mature; (3) The necessary charges of any trustee or agent of paying such principal and interest; and (4) Any premium upon bonds retired by call or purchase. The use and disposition of any sinking fund may be subject to such regulation as may be provided for in the resolution authorizing the issuance of the bonds or in the trust indenture securing the payment of the same. Section 11. - [Tax-exempt status; sales and use tax excepted.] The exercise of the powers conferred upon the authority in this Act shall constitute an esse ntial governmental function for a public purpose, and the authority shall be required to pay no taxes or assessments upon any of the property acquired by it or under its jurisdiction, control, possession, or supervision or upon its activities in the operation and maintenance of property acquired by it or of buildings erected or acquired by it or any fees, rentals, or other charges for the use of such property or buildings or other income received by the authority. The tax exemption provided in this Act shal l not include an exemption from sales and use tax on property purchased by or for the use of the authority. Section 12. - [Disclaimer of liability.] The authority shall have the same immunity and exemptions from liability for torts and negligence as the State of Georgia and the officers, agents, and employees of the authority, when in performance of work of the authority, shall have the same immunity from liability for torts and negligence as officers, agents, and employees of the State of Georgia. The authority may be sued the same as private corporations on any contractual obligation of the authority. Section 13. - [Venue and jurisdiction.] Any action to protect or enforce any rights under the provisions of this Act or any suit or action against such authority shall be brought in the Superior Court of Fulton County and any action pertaining to the validation of any bonds issued under the provisions of this Act shall likewise be brought in that court which shall have exclusive original jurisdiction of such actions. Section 14. - [Revenue Bond Law procedures to be followed.] Bonds issued by the authority shall be confirmed and validated in accordance with the procedures of the "Revenue Bond Law." The petition for validation shall also make party defendan t to such action the State of Georgia or any municipality, county, authority, political subdivision, or instrumentality of the State of Georgia or the United States government or any department or agency of the United States government, if subject to being sued and if consenting to same, which has contracted with the authority for the services and facilities of the project for which bonds are to be issued and sought to be validated, and the state or such municipality, county, authority, political subdivisio n, or instrumentality shall be required to show cause, if any, why such contract or contracts and the terms and conditions thereof should not be inquired into by the court and the validity of the terms thereof be determined and the contract or contracts be adjudicated as part of the basis of the security for the payment of any such bonds of the authority. The bonds, when validated, and the judgment of validation shall be final and conclusive with respect to such bonds and the security for the payment thereof and interest thereon and against the authority issuing the same, the state and any municipality, county, authority, political subdivision, or instrumentality, if a party to the validation proceedings, contracting with the authority. Section 15. - [Bondholder's interests protected.] Page 46 While any of the bonds issued by the authority remain outstanding, the powers, duties, or existence of the authority or of its officers, employees, or agents shall not be diminished or impaired in any manner that will affect adversely the interests and rights of the holders of such bonds, and no other entity, department, agency, or authority will be created which will compete with the authority to such an extent as to affect adversely the interests and rights of the holders of such bonds, nor will the state itself so compete with the authority. The provisions of this Act shall be for the benefit of the authority and the holders of any such bonds and, upon the issuance of bonds under the provisions of this Act, shall constitute a contract with the holders of such bonds. Section 16. - [Funds received; proceeds to be held in trust; bondholder liens.] All funds received pursuant to the authority of this Act, whether as proceeds from the sale of revenue bonds or as revenue, rents, fees, charges, or other earnings or as grants, gifts, or other contributions, shall be deemed to be trust funds to be held and applied by the authority solely as provided in this Act, and the bondholders entitled to receive the benefits of such funds shall have a lien on all such funds until the same are applied as provided for in any such resolution or trust indenture of the authority. Section 17. - [Authorized to adopt regulations and fix employment compensation and terms.] The City of Milton Parks and Recreation Authority is authorized to appoint, select, and employ officers, agents, and employees and adopt rules and regulations governing their services and fix their respective compensations and terms of employment. Section 18. - [Liberal construction of Act.] This Act and any other law enacted with reference to the City of Milton Parks and Recreation Authority shall be liberally construed for the accomplishment of the purposes of the authority. Section 19. - [Property to be conveyed to city upon dissolution of authority.] Should the authority for any reason be dissolved after full payment of all bonded indebtedness incurred under the provisions of this Act, both as to principal and interest, title to all property of any kind and nature, real and personal, held by the authority at the time of such dissolution shall be conveyed to the City of Milton; or title to any such property may be conveyed prior to such dissolution in accordance with provisions which may be made therefor in any resolution or trust indenture relating to such property, subject to any liens, leases, or other encumbrances outstanding against or in respect to said property at the time of such conveyance. Section 20. - [Conflicting laws repealed.] All laws and parts of laws in conflict with this Act are repealed. [ARTICLE II.] - PUBLIC BUILDINGS AND FACILITIES AUTHORITY[2] Footnotes: --- (2) --- Editor's note—Printed herein is 2007 Ga. Laws (Act No. 311), page 4264, establishing the City of Milton Public Buildings and Facilities Authority. Amendments to the original act are indicated by parenthetical history notes following amended provisions. The absence of a history note indicates that the provision derives unchanged from the original act. The format of the original act, including section numbers, has been retained. The directive and administrative provisions of the act and any amendments thereof, including severability, repealer, effective date, affidavits and notices of intent, have been omitted. A Page 47 uniform system of punctuation and capitalization has been used. Obvious misspellings and punctuation errors and omissions have been corrected without notation and material in brackets [ ] has been added for clarity. Section 1. - Short title. This Act shall be known and may be cited as the "City of Milton Public Buildings and Facilities Authority Act." Section 2. - City of Milton Public Buildings and Facilities Authority. (a) There is hereby created a public body corporate and politic to be known as the "City o f Milton Public Buildings and Facilities Authority," which shall be deemed to be a political subdivision of this state and a public corporation, and by that name, style, and title, said body may contract and be contracted with, sue and be sued, implead and be impleaded, and complain and defend in all courts of law and equity. The authority shall have perpetual existence. (b) The authority shall consist of seven members who shall be appointed by the mayor and city council of [the City of] Milton in accordance with this subsection. The mayor and each member of the city council shall appoint a member to the authority. The members of the authority shall serve terms of office concurrent with the term of the persons who appointed them and until a successor is app ointed and qualified. Immediately after such appointments, the members of the authority shall enter upon their duties. To be eligible for appointment as a member of the authority, a person shall be at least 21 years of age, shall be a resident of the City of Milton, Georgia, for at least one year prior to the date of his or her appointment, and shall not have been convicted of a felony. The member appointed by the mayor may reside anywhere within the corporate limits of the city, but a member appointed by a councilmember shall reside in such councilmember's district. Any member of the authority may be selected and appointed to succeed himself or herself. (c) The mayor and city council of the City of Milton may provide by resolution for compensation for the services of the members of the authority in such amounts as they may deem appropriate; provided, however, that such members shall be reimbursed for their actual expenses necessarily incurred in the performance of their duties. (d) The members of the authority shall elect one of their number as chairperson and another as vice- chairperson. The members of the authority shall also elect a secretary, who need not be a member of the authority, and may also elect a treasurer, who need not be a member of the authority. The secretary may also serve as treasurer. If the secretary and treasurer are not members of the authority, such officers shall have no voting rights. Each of such officers shall serve for a period of one year and until their successors are duly elected and qualified. (e) Three members of the authority shall constitute a quorum. No vacancy on the authority shall impair the right of the quorum to exercise all of the rights and perform all of the duties of the authority. Section 3. - Definitions. As used in this Act, the term: (1) Authority means the City of Milton Public Buildings and Facilities Authority created by this Act. (2) City means the City of Milton. (3) Costs of the project means and embraces the cost of construction; the cost of all lands, properties, rights, easements, and franchises acquired; the cost of all machinery and equipment; financing charges; interest prior to and during construction and for six months after completion of construction; the cost of engineering, architectural, fiscal agents' and legal expenses, plans and specifications, and other expenses necessary or incidental to determining the feasibility or Page 48 practicability of the project; administrative expenses and such other expenses as may be necessary or incident to the financing herein authorized; working capital; and all other costs necessary to acquire, construct, add to, extend, improve, equip, operate, and maintain the project. (4) Project means: (A) All buildings, facilities, and equipment necessary or convenient for the efficient operation of the City of Milton, Georgia, or any department, agency, division, or commission thereof; and (B) Any undertaking permitted by the Revenue Bond Law. (5) Revenue Bond Law means the Revenue Bond Law of the State of Georgia (codified at O.C.G.A. § 36-82-62 et seq., as amended), or any other similar law hereinafter enacted. (6) Revenue bonds means revenue bonds authorized to be issued pursuant to this Act. (7) Self-liquidating means any project which the revenues and earnings ar e to be derived by the authority therefrom including, but not limited to, any contractual payments with governmental or private entities, and all properties used, leased, and sold in connection therewith, together with any grants, will be sufficient to pay the costs of operating, maintaining, and repairing the project and to pay the principal and interest on the revenue bonds or other obligations which may be issued for the purpose of paying the costs of the project. Section 4. - Powers. The authority shall have the power: (1) To have a seal and alter the same at its pleasure; (2) To acquire by purchase, lease, gift, condemnation, or otherwise and to hold, operate, maintain, lease, and dispose of real and personal property of every kind and character for its corporate purposes; providing, however, that prior to acquiring property by gift any such gift shall be approved by the mayor and city council; (3) To acquire in its own name by purchase, on such terms and conditions and in such manner as it may deem proper, or by condemnation in accordance with the provisions of any and all existing laws applicable to the condemnation of property for public use, real property or rights or easements therein, or franchises necessary or convenient for its corporate purpo ses, and to use the same so long as its corporate existence shall continue, and to lease or make contracts with respect to the use of or dispose of the same in any manner it deems to the best advantage of the authority, the authority being under no obligat ion to accept and pay for any property condemned under this Act, except from the funds provided under the authority of this Act, and in any proceedings to condemn, such orders may be made by the court having jurisdiction of the suit, action, or proceedings as may be just to the authority and to the owners of the property to be condemned, and no property shall be acquired under the provisions of this Act upon which any lien or encumbrance exists, unless at the time such property is so acquired a sufficient s um of money is to be deposited in trust to pay and redeem the fair value of such lien or encumbrance; (4) To appoint, select, and employ officers, agents, and employees, including engineering, architectural, and construction experts, fiscal agents, and attorneys, and fix their respective compensations; (5) To execute contracts, leases, installment sale agreements, and other agreements and instruments necessary or convenient in connection with the acquisition, construction, addition, extension, improvement, equipping, operation, or maintenance of a project; and any and all persons, firms and corporations, and the City of Milton, Georgia, are hereby authorized to enter into contracts, leases, installment sale agreements, and other agreements or instruments w ith the authority upon such terms and for such purposes as they deem advisable and as they are authorized by law; Page 49 (6) To acquire, construct, add to, extend, improve, equip, hold, operate, maintain, lease, and dispose of projects; (7) To pay the costs of the project with the proceeds of revenue bonds or other obligations issued by the authority or from any grant or contribution from the United States of America or any agency or instrumentality thereof or from the state or any agency or instrumentality or o ther political subdivision thereof or from any other source whatsoever; (8) To accept loans, gifts, donations, or grants of money or materials or property of any kind from the United States of America or any agency or instrumentality thereof, upon such te rms and conditions as the United States of America or such agency or instrumentality may require; (9) To accept loans, gifts, donations, or grants of money or materials or property of any kind from the state or any agency or instrumentality or political s ubdivision thereof, upon such terms and conditions as the state or such agency or instrumentality or political subdivision may require; (10) To borrow money for any of its corporate purposes and to issue revenue bonds, and to provide for the payment of the same and for the rights of the holders thereof; (11) To exercise any power usually possessed by private corporations performing similar functions, including the power to incur short-term debt and to approve, execute, and deliver appropriate evidence of any such indebtedness; and (12) To do all things necessary or convenient to carry out the powers expressly given in this Act. Section 5. - Revenue bonds. The authority, or any authority or body which has or which may in the future succeed to the powers, duties, and liabilities vested in the authority created hereby, shall have power and is hereby authorized to provide by resolution for the issuance of revenue bonds of the authority for the purpose of paying all or any part of the costs of the project and for the purpose of refunding revenue bonds or other obligations previously issued. The principal of and interest on such revenue bonds shall be payable solely from the special fund hereby provided for such payment. The revenue bonds of each issue shall be dated, shall bear interest at such rate or rates per annum, payable at such time or times, shall mature at such time or times, not exceeding 40 years from their date or dates, shall be payable in such medium of payment as to both principal and interest as may be determined by the authority, and may be redeemable before maturity, at the option of the authority, at such price or prices and under such terms and conditions as may be fixed by the authority in the resolution for the issuance of such revenue bonds. Section 6. - Same; form; denomination; registration; place of payment. The authority shall determine the form of the revenue bonds and shall fix the denomination or denominations of the revenue bonds. The revenue bonds may be issued in coupon or regis tered form, or both, as the authority may determine, and provision may be made for registration and exchangeability privileges. The authority shall fix the place or places of payment of principal and interest thereon. Section 7. - Same; signatures; seal. All such revenue bonds shall bear the manual or facsimile signature of the chairperson or vice chairperson of the authority and the attesting manual or facsimile signature of the secretary, assistant secretary, or secretary-treasurer of the authority, and the official seal of the authority shall be impressed or imprinted thereon. Any coupons attached thereto shall bear the manual or facsimile signatures of the chairperson or vice-chairperson and the secretary, assistant secretary, or secretary-treasurer of the authority. Any revenue bonds or coupons attached thereto may bear the manual or facsimile signature of such persons who, at the actual time of the execution of such revenue bonds or coupons, shall be duly authorized or hold the proper office, although at the date of issuance of such revenue bonds, such person may not have been so authorized or shall not have held such office. In case any officer whose signature shall appear on any revenue bond or any coupon shall cease to be such officer before the delivery of such Page 50 revenue bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if that person had remained in office until such delivery. Section 8. - Same; negotiability; exemption from taxation. All revenue bonds shall have and are hereby declared to have all the qualities and incidents of negotiable instruments under the laws of this state. All revenue bonds, their transfer, and the income therefrom shall be exempt from all taxation within this state. Section 9. - Same; sale; price; proceeds. The authority may sell revenue bonds in such manner and for such price as it may determine to be in the best interest of the authority. The proceeds derived from the sale of revenue bonds shall be used solely for the purpose or purposes provided in the resolutions and proceedings authorizing the issuance of such revenue bonds. Section 10. - Same; interim receipts and certificates or temporary bonds. Prior to the preparation of any definitive revenue bonds, the authority may, under like restrictions, issue interim receipts, interim certificates, or temporary revenue bonds, with or without coupons, exchangeable for definitive revenue bonds upon the issuance of the latter. Section 11. - Same; replacement of lost or mutilated bonds. The authority may provide for the replacement of any revenue bonds or coupons which shall become mutilated or be destroyed or lost. Section 12. - Same; conditions precedent to issuance. The authority shall adopt a resolution authorizing the issuance of the revenue bonds. In the resolution, the authority shall determine that the project financed with the proceeds of the revenue bonds is self - liquidating. Revenue bonds may be issued without any other proceedings or the happening of any other conditions or things other than those proceedings, conditions, and things which are specified or required by this Act. Any resolution providing for the issuance of revenue bonds under the provisions of this Act shall become effective immediately upon its passage and need not be published or posted, and any such resolution may be passed at any regular or special or adjourned meeting of the authority by a majority of its members. Section 13. - Credit not pledged. Revenue bonds shall not be deemed to constitute a debt of the City of Milton, Georgia, nor a pledge of the faith and credit of the city, but such revenue bonds shall be payable solely from the fund provided for in this Act. The issuance of such revenue bonds shall not directly, indirectly, or contingently obl igate the city to levy or to pledge any form of taxation whatsoever for payment of such revenue bonds or to make any appropriation for their payment, and all such revenue bonds shall contain recitals on their face covering substantially the foregoing provisions of this section. Notwithstanding the foregoing provisions, this Act shall not affect the ability of the authority and any political subdivision or municipality to enter into an intergovernmental contract pursuant to which the political subdivision or municipality agrees to pay amounts sufficient to pay operating charges and other costs of the authority or any project including, without limitation, the principal of and interest on revenue bonds in consideration for services or facilities of the authority. Section 14. - Trust indenture as security. In the discretion of the authority, any issuance of revenue bonds may be secured by a trust indenture by and between the authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company inside or outside this state. Either the resolution providing for the issuance of Page 51 the revenue bonds or such trust indenture may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of the authority in relation to the acquisition and construction of the project, the maintenance, operation, repair, and insuring of the project, and the cus tody, safeguarding, and application of all moneys. Section 15. - To whom proceeds of bonds shall be paid. In the resolution providing for the issuance of revenue bonds or in the trust indenture, the authority shall provide for the payment of the proceeds of the sale of the revenue bonds to any officer or person who, or any agency, bank, or trust company which, shall act as trustee of such funds and shall hold and apply the same to the purposes thereof, subject to such regulations as this Act and such reso lution or trust indenture may provide. Section 16. - Sinking fund. The moneys received pursuant to an intergovernmental contract and the revenues, fees, tolls, charges, and earnings derived from any particular project or projects, regardless of whether o r not such revenues, fees, tolls, fines, charges, and earnings were produced by a particular project for which revenue bonds have been issued, unless otherwise pledged and allocated, may be pledged and allocated by the authority to the payment of the principal and interest on revenue bonds of the authority as the resolution authorizing the issuance of the revenue bonds or in the trust indenture may provide, and such funds so pledged from whatever source received shall be set aside at regular intervals as ma y be provided in the resolution or trust indenture into a sinking fund, which sinking fund shall be pledged to and charged with the payment of: (1) The interest upon such revenue bonds as such interest shall fall due; (2) The principal or purchase price of such revenue bonds as the same shall fall due; (3) Any premium upon such revenue bonds as the same shall fall due; (4) The purchase of such revenue bonds in the open market; and (5) The necessary charges of the paying agent for paying principal and interest. The use and disposition of such sinking fund shall be subject to such regulations as may be provided in the resolution authorizing the issuance of the revenue bonds or in the trust indenture, but, except as may otherwise be provided in such resolution or trust indenture, such sinking fund shall be maintained as a trust account for the benefit of all revenue bonds without distinction or priority of one over another. Section 17. - Remedies of bondholders. Any holder of revenue bonds or any of the coupons appertaining thereto, and the trustee under the trust indenture, if any, except to the extent the rights herein given may be restricted by resolution passed before the issuance of the revenue bonds or by the trust indenture, may, either at law or in equ ity, by suit, action, mandamus, or other proceedings, protect and enforce any and all rights under the laws of this state, including specifically, but without limitation, the Revenue Bond Law, or granted hereunder or under such resolution or trust indenture, and may enforce and compel performance of all duties required by this Act or by such resolution or trust indenture to be performed by the authority or any officer thereof, including the fixing, charging, and collecting of revenues, fees, tolls, fines, and other charges for the use of the facilities and services furnished. Section 18. - Validation. Revenue bonds and the security therefor shall be confirmed and validated in accordance with the procedure of the Revenue Bond Law. The petition for validation shall also make party defendant to such action the state; any institution, department, or other agency thereof; and any county, municipality, school district, or other political subdivision or authority of this state which has contracted with the authori ty for services or facilities relating to the project for which revenue bonds are to be issued and sought to be Page 52 validated, and such defendant shall be required to show cause, if any exists, why such contract or contracts shall not be adjudicated as a part of the basis for the security for the payment of any such revenue bonds. The revenue bonds, when validated, and the judgment of validation shall be final and conclusive with respect to such revenue bonds and the security for the payment thereof and interes t thereon and against the authority and all other defendants. Section 19. - Venue and jurisdiction. Any action to protect or enforce any rights under the provisions of this Act or any suit or action against such authority shall be brought in the Superior Court of Fulton County, Georgia, and any action pertaining to validation of any revenue bonds issued under the provisions of this Act shall likewise be brought in said court which shall have exclusive, original jurisdiction of such actions. Section 20. - Interest of bondholders protected. While any of the revenue bonds issued by the authority remain outstanding, the powers, duties, or existence of the authority or its officers, employees, or agents shall not be diminished or impaired in any manner that will affect adversely the interest and rights of the holders of such revenue bonds, and no other entity, department, agency, or authority will be created which will compete with the authority to such an extent as to affect adversely the interest and rights of the holders of such revenue bonds, nor will the state itself so compete with the authority. The provisions of this Act shall be for the benefit of the authority and the holders of any such revenue bonds and, upon the issuance of such revenue bonds under the provisions hereof, shall constitute a contract with the holders of such revenue bonds. Section 21. - Moneys received considered trust funds. All moneys received pursuant to the authority of this Act, whether as proceeds from the sale of revenue bonds, as grants or other contributions, or as revenue, income, fees, and earnings, shall be deemed to be trust funds to be held and applied solely as provided in this Act. Section 22. - Purpose of the authority. Without limiting the generality of any provision of this Act, the general purpose of the authority is declared to be that of providing buildings, facilities, equipment, and services for the citizens in the City of Milton, Georgia. Section 23. - Rates, charges, and revenues; use. The authority is hereby authorized to prescribe and fix rates and to revise same from time to time and to collect revenues, tolls, fees, and charges for the services, facilities, and commodities furnished and, in anticipation of the collection of the revenues, to issue reven ue bonds or other types of obligations as herein provided to finance, in whole or in part, the costs of the project, and to pledge to the punctual payment of said revenue bonds or other obligations all or any part of the revenues. Section 24. - Rules, regulations, service policies, and procedures for operation of projects. It shall be the duty of the authority to prescribe or cause to be prescribed rules, regulations, service policies, and procedures for the operation of any project or projects constructed or acquired under the provisions of this Act. The authority may adopt bylaws. Section 25. - Tort immunity. To the extent permitted by law, the authority shall have the same immunity and exemption from liability for torts and negligence as the City of Milton, Georgia; and the officers, agents, and employees of the authority when in the performance of the work of the authority shall have the same immunity and exemption from liability for torts and negligence as the officers, agents, and employees of the C ity of Milton, Georgia, when in the performance of their public duties or the work of the city. Page 53 Section 26. - Tax-exempt status of the authority. The properties of the authority, both real and personal, are declared to be public properties used for the benefit and welfare of the people of this state and not for purposes of private or corporate benefit and income, and such properties and the authority shall be exempt from all taxes and special assessments of any municipality, county, or the state and any political subdivision thereof. Section 27. - Effect on other governments. This Act shall not and does not in any way take from the City of Milton, Georgia, or any political subdivision or municipality the authority to own, operate, and maintain public fac ilities or to issue revenue bonds as provided by the Revenue Bond Law. Section 28. - Liberal construction of Act. This Act, being for the welfare of various political subdivisions and municipalities of this state and its inhabitants, shall be liberally construed to effect the purposes hereof. LOCAL ACTS COMPARATIVE TABLE GEORGIA LAWS This table shows the location in the Local Acts of the various acts included therein. Ga. Laws Year Act No. Page Section Local Acts Section 2006 438 3554 Section Char. § 4.11 2007 312 4276 Char. § 7.20 313 4283 1, 2 Char. § 2.10 3 Char. § 2.14 4, 5 Char. §§ 3.22, 3.23 7 Char. § 4.11 315 4297 L.A. Art. I 2013 287 1 Char. § 2.11 (c)—(f) 2 Char. App. B 2013 295 1 Char. § 6.11(b) Page 54 2 Char. § 2.10 (c)(1)—(3) 3 Char. § 3.21(c) 4 Char. § 3.29 CHARTER COMPARATIVE TABLE—ORDINANCES This table shows the location in the Charter of the various amendments included therein. Ord. No. Date Adopted Section Code Section 13-09-183 9- 4-2013 1 1.12(b)(38) 2 2.10(b) 3 2.11(b) 4 3.10(c) 5 3.11(a) 6 3.16 7 3.19(b) 8 3.20(c) 9 3.22(b) 10 3.25(1) 11, 12 3.28, 3.29 Page 55 13 4.10(e) 14, 15 4.11(b), (g) 16 4.12 17 6.24 18 6.28(a) 19 7.13 20 Rpld 7.14 21 7.15 22 Rpld 7.16 23, 24 7.17, 7.18 15-01-232 1- 5-2015 1 1.12(b)(21) 2 6.32 F TO: FROM: AGENDA ITEM: MEETING DATE: 't MILTON t ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: May 25, 2018 Steven Krokoff, City Manage) Consideration of the Abandonment of Golf Course Easements Related to the Milton Country Club. Monday, June 4, 2018 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: (,,rYES () NO CITY ATTORNEY REVIEW REQUIRED: OYES () NO APPROVAL BY CITY ATTORNEY: (JAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: C)C' tw I zoo 6 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq. Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 57813, Page 218 Plat Book 357, Page 116 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and MICHAEL J. STEPHENS ANd ALEXANDRIA F. STEPHENS (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357, Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 625 of the 2nd District, znd Section, Fulton County, Georgia, being Lot 8, Woodvalley Subdivision, Unit Two, as per plat recorded in Plat Book 192, Page 143 and revised plat recorded in Plat Book 195, Page 136, Fulton County, Georgia Records, which plat is incorporated herein by reference and made a part of this description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered onthe _day of_, 2018, in the presence of: Unofficial 'Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON By:(sEAL) Joe Lockwood, Mayor 2 AFTERRECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney atLa'w Janard & Davis, LLP 222 Webb Sheet Cumming, Georgia 30040 Cross References: Deed Book 5l344,Page 40 Plat Book 357, Page 116 OUIT CLAIM DEED TO GOI,F' COTIRSR, R,ASEMF],NT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and CHARLES \il. BAGGETT ANd LISA MARIA CHAVIS-BAGGETT (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357, Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 625 and 600 of the 2nd District,2nd Section, Fulton County, Georgia, being Lot 9, Wood Valley Subdivision, Unit 2, as per plat recorded in Plat Book 192, Page L43 and revised plat recorded in Plat Book 195, Page 136, Fulton County, Georgia records, which recorded plat is incorporated herein by this reference and made a part of this description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of_, 2018, in the presence of: Unofficial 'Witness Notary Public G\TOTARY SEAL) GRANTOR: CITY OF MILTON Joe Lockwood, Mayor By SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Janard & Davis, LLP 222Webb Street Cumming, Georgia 30040 Cross References: Deed Book 5298l,Page 420 PIat Book 357, Page 116 OUIT CLAIM DEED TO RELEASE GOLF'COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia munícipal corporation, (hereinafter, the "Grantor"), and DAVID JOSEPH DOHERTY and LINDA BOLTER DOHERTY' as Co-Trustees or successor Trustee(s) of The DJD Revocable Trust U/A dated July 310 2013, and LINDA BOLTER DOHERTY and DAVID JOSEPH DOHERTY, as Co-Trustees or successor Trustee(s) of The LBD Revocable Trust U/A dated July 31,2013 (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.001 and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357, Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 625,2nd District, 2nd Section, Fulton County, Georgia, being Lot 10, Unit Two, Wood Valley, as per plat thereof recorded in Plat Book l92,Page 1430 Fulton County Records, said plat being incorporated herein by reference thereto. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of _, 2018, in the presence of: Unofficial Witness Notary Public (NTOTARY SEAL) GRANTOR: CITY OF'MILTON By: (SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 51081, Page 405 Plat Book 357,Page 116 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and WARREN KIRK ANDERSON (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00; and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357,Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 625 of the 2nd District, 2nd Section of Fulton County, Georgia, being Lot 11, Unit Twoo Wood Valley Subdivision, as per plat recorded in Plat Book 1"95, Page 136, as revised per plat recorded in Plat Book 357, Page 116, Fulton County, Georgia Records, which revised plat is incorporated herein and made a part hereof by this reference. 7 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of _, 2018, in the presence of: Unofficial 'Witness Notary Public G\TOTARY SEAL) GRANTOR: CITY OF MILTON By: (SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book ílzzl,Page 505 Plat Book 357, Page 116 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and SCOTT HAYES SA\ryYER and BEVERLY JANE SAWYER (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357,Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: Alt that tract or parcel of land lying and being in Land Lot 625 of the 2nd District, 2nd Section of Fulton County, Georgia, being Lot 114, 'Wood Valley Subdivision, Unit Two, as per plat recorded in Plat Book 195, Page 136 and as revised in Plat Book 357, Page 116, Fulton County, Georgia Records, which plat is incorporated herein and made a part hereof by this reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of _, 2018, in the presence of: Unofficial Witness Notary Public oroTARY SEAL) GRANTOR: CITY OF MILTON By (sEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney atLaw Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 23520, Page 193 Plat Book 357, Page 116 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and ROBERT D. BERRY, JR., and CAROL B. BERRY (hereinafter, the "Grantee"). V/ITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, temise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 357, Page 116, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600, 625 and 626 of the 2nd District, 2no Section of Fulton County, Georgia, being Lot 12, Woodvalley, Unit Two, according to plat recorded in Plat Book 195, Page 136, records of Fulton County, Georgia, which plat is incorporated herein by reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by a.ry means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of _, 2018, in the presence of: Unofficial Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON By (SEAL ) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq. Attorney at Law Jarard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 54186, Page 215 Deed Book 54842, Page 310 OUIT CLAIM DEED TO RELEASE GOLF'COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporationo (hereinafter, the "Grantor"), and RAYMOND JOSEPH COSTANZO and KIMBERLY COSTANZO (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00¡ and other good and valuable consideration in hand paid, the receipt and legal suffrciency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM unto Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement recorded in Fulton County Records at Deed Book 54186, Page 215, which easement crosses the following described real property which abuts real property owned by Grantor: AII that tract or parcel of land lying and being in Land Lots 552 and 601 of the 2nd District, 2nd Section, Fulton County, Georgia, being Lot2lrWoodvalley at the Country Club of North Fulton, Unit One, as per plat recorded in Plat Book 168, Page 24, Fulton County, Georgia Records, which plat is incorporated herein and made a part of this description by reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by atty means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON By:(SEAL) Unofficial Witness Joe Lockwood, Mayor Notary Public 0{OTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Janard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 20059, Page 133 Plat Book 185, Page 25 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporationo (hereinafter, the "Grantor"), and JAMES V. SCHAFER and VIRGINIA W. SCHAFER (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: Alt that tract of parcel of land lying and being in Land Lot 601,2nd District,2nd Section, Fulton County, Georgia, being Lot22, Unit Three, Woodvalley at the Country Club of North Fulton, as per plat recorded in PIat Book 180, Page 7, Fulton County Records, which plat is hereby referred to and made a part of this description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by atty means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easemerrt. arca prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of_, 2018, in the presence of: Unofficial Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON By: (SEAL) @ 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney atLaw Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 5786l,Page 427 Plat Book 185, Page 25 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COLINTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and LISKA VAN NIEKERK âNd HEI{MANUS CAREL VAN NIEKERK (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00¡ and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, temise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: Atl that tract or parcel of land tying and being in Land Lot 601, 2nd Districto 2nd Section, Fulton County, Georgia, being Lot23, Unit Three,'Wood Valley at the Country Club of North Fulton Subdivision as per plat recorded in Plat Book L80, Page 7, Fulton County, Georgia Records, which plat is hereby referred to and made a part of this description, being improved property known as 1800 Highgrove Club Drive according to the present system of numbering property in Fulton County, Georgia. TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of _, 2018, in the presence of: Unofficial Witness Notary Public croTARY SEAL) GRANTOR: CITY OF MILTON By:(sEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 41861, Page 534 Plat Book 185, Page 25 OUIT CLAIM DEED TO GOI,F' COIIRSE, EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and MARK A. STARNES and MICHELE G. STARNES (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 601,2nd District,2nd Section, Fulton County, Georgia, being Lot24, Unit Three, Woodvalley at the Country Club of North Fulton, as per plat recorded in Plat Book 180, Page 7, Fulton County, Georgia records, said plat being incorporated herein and made a part hereofby reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Unofficial 'Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON B (SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq. Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 40499,Page 404 PIat Book 1850 Page 25 DEED TO RELEASE GOLF' STATE OF GEORGIA COLTNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and D.A. M. MARTIN and NANCY J. SINGLETARY (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00; and other good and valuable consideration in hand paid, the receipt and legal suffrciency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real properly which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 601 of the 2nd District, 2nd Section, Fulton County, Georgia, being Lot25,, Woodvalley at the Country Club of North Fulton, Unit Three, according to plat recorded in Plat 1 Book 180, Page 7, Records of Fulton County, Georgia, which plat is incorporated herein by reference, being improved property known as No. 1820 Highgrove Club Drive, Alpharetta, Fulton County, Georgia. TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON Unofficial Witness By: (SEAL) J* L""k*""d, M"y* Notary Public (NOTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 52i96,Page 609 PIat Book 1850 Page 25 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporationo (hereinafter, the "Grantor"), and DANIELLE C. KOEHLER and TODD P. KOEHLER (hereinafter, the "Grantee") V/ITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, temise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: Atl that tract or parcel of land lying and being in Land Lots 600 and 601, 2nd Districtr 2nd Section, Fulton County, Georgia, being Lot26,Wood Vatley at the Country Club of North Fulton, Unit Three, as per plat recorded in Plat Book 180, Page 7, Fulton Countyo Georgia records, which plat is incorporated herein and made a part of this description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of_, 2018, in the presence of: Unofficial Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON By:(SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq. Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 50278,Page 417 Plat Book 185, Page 25 UIT CLAIM DEED TO RELEASE STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and PAL S. DUKE and SUSANNE M. DUKE (hereinafter, the "Gtantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 601 of the 2nd District,2nd Section, Fulton County, Georgia, being Lot27 of 'Woodvalley at the Country Club of North Fulton Subdivision, Unit Three, as per plat 1 recorded in Plat Book L80, Page 7, Fulton County, Georgia Records, which plat by reference thereto is incorporated herein and made a part hereof, being improved property known as No. 1840 Highgrove Club Drive, Milton, Georgia. TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Unofficial 'Witness Notary Public c{orARY SEAL) GRANTOR: CITY OF MILTON Joe Lockwood, Mayor By:SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 49137, Page 366 Plat Book 185, Page 25 OUIT CLAIM DEED TO E GOI,F' COT]RSR I¡IASIIMIùNT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and BRUCE TURIANSKY ANd MARIANN MAMBERG (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that ceftain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 601, 2nd District,2nd Sectiono Fulton County, Georgiao being Lot2SrUnit 3, Phase 3, Wood Valley at the Country Club of North Fulton, as per Plat recorded in Plat Book 168, Page 24,, as revised at Plat Book 180, Page 7, Fulton County Records, which Plat is incorporated herein and made a part hereof. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON By:(SEAL) Unofficial Witness Joe Lockwood, Mayor Notary Public CNOTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarrard & Davis, LLP 222WebbSteet Cumming, Georgia 30040 Cross References: Deed Book 20319, P age 207 Plat Book 185, Page 25 OUIT CLAIM DEED TO GOI,F' COI]RSE EASEMENT STATE OF GEORGIA COLINTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and JOHN M. TURNER (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real properly which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 601 of the 2nd District, 2no Section of Fulton County, Georgia, being Lot 29 of Wood Valley at the Country Club of North Fulton, Unit Three, according to plat recorded in Plat Book 175, Page 145, as revised at Plat Book 180, Page 7, Fulton County, Georgia records which plat is incorporated herein by reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON B (sEAL) Unofficial V/itness Joe Lockwood, Mayor Notary Public oroTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 18852, Page240 Plat Book 185, Page 25 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and CRAIG A. STRICKLAND And MARSHA A. STRICKLAND (hereinafter, the "Grantee"). V/ITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that ceftain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 600 of the 2nd District, 2nd Section, Fulton County, Georgia, being Lot 30 of Woodvalley at the Country Club of North Fulton Subdivision, Unit Three, as per plat recorded in Plat Book 180, Page 7o Fulton County Records, said plat by this reference being incorporated herein and made a part hereof for a more complete description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Unoffrcial V/itness Notary Public (NOTARY SEAL) GRANTOR: CITY OF'MILTON By: (SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney at Law Janard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 51389, Page 83 Plat Book 185, Page 25 OUIT CLAIM DEED TO RELEASE GOLF'COURSE EASEMENT STATE OF GEORGIA COI.INTY OF FULTON THIS INDENTURE is made this day of 2078, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and AHMED H. KHAN and FAIZA KHAN (hereinafter, the "Grantee") WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 6250 2"d District, 2nd Section, Fulton County, Georgia, being Lot 31 of Wood Valley at the Country Club of North Fulton Subdivision, Unit Three, as per plat recorded in Plat Book 180, Page 7, Fulton County Records, which plat is incorporated herein and made a part hereof by reference for a more detailed description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON By:EAL) Unofficial V/itness Joe Lockwood, Mayor Notary Public (NTOTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jaruard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 38834, Page270 Plat Book 185, Page 25 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and DEBRA KIELLY and ARCHIBALD KIELLY (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 625 of the 2nd District,2nd Section of Fulton County, Georgia being Lot32rUnit Three, Woodvalley at the Country Club of North Fulton, according to plat recorded in Plat Book 180, Page 7, Fulton County Georgia Records, which plat is incorporated herein by reference and made a part hereof. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of_, 2018, in the presence of: Unofficial Witness Notary Public (NrorARY SEAL) GRANTOR: CITY OF MILTON By:(SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq. Attorney at Law Jarard & Davis, LLP 222 V/ebb Street Cumming, Georgia 30040 Cross References: Deed Book 42493,Page 473 Deed Book 43060,Page 532 Plat Book 185, Page 25 OUIT CLAIM DEED TO RELEASE GOLF'COURSE EASEMENT STATE OF GEORGIA COLINTY OF FULTON THIS INDENTURE is made this day of 2078, between the CITY OF MILTON' a Georgia municipal corporation, (hereinafter, the "Grantor"), and WILLIAM L. GENTRY ANd LINDA GENTRY (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00; and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lots 600 and 625 of the 2nd District,2nd Section, Fulton County, Georgia, being Lot 33, Wood Valley at the Country CIub of North Fulton Subdivisiono Unit III, as per plat recorded in Plat Book 185, Page 25, Fulton County Records. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Unofficial Witness Notary Public (Ì.IOTARY SEAL) GRANTOR: CITY OF MILTON By: (SEAL) Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq. Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 19457,Page 41 Plat Book 1850 Page 25 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and JAMES L. SEEBA (hereinafter, the "Grantee"). V/ITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 600 of the 2nd District, 2nd Section of Fulton County, Georgia, being Lot 34, Unit Three, 'Wood Valley at the Country Club of North Fulton, according to plat recorded in PIat Book 180, Page 7, records of Fulton County, Georgia, which plat is incorporated herein by reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON Unofficial V/itness By: (SEAL) @ Notary Public oJorARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Janard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 57506, Page 577 Plat Book 185, Page 25 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporationo (hereinafter, the "Grantor"), and KAREN E. JOHNSTON (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real properly owned by Grantor: Atl that tract or parcel of land lying and being in Land Lot 600 of the 2nd District, 2nd Section of Fulton County, Georgia, being Lot 35 of Woodvalley at the Country Club of North Fulton, Unit Three, as per plat thereof recorded in Plat Book 185, Page 25, Fulton County, Georgia, records, which plat is incorporated herein and made a part hereof by reference for a more detailed description. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence o1 CITY OF MILTON By SEAL) Unofficial Witness Joe Lockwood, Mayor Notary Public 0NOTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 58441, Page 367 Plat Book 195, Page 135 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and BARBARA B. MANGANO (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00; and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 195, Page 135, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: AII that tract or parcel of land lying and being in Land Lot 600 of the 2nd District,2nd Section, Fulton County, Georgia, being Lot36,Wood Valley at the Country CIub of North Fulton Subdivision, Unit Three, as per plat recorded in Plat Book 185, Page 25 and revised plat recorded in Plat Book 195, Page 135, Fulton County, Georgia Records, which plat is incorporated herein by reference and made a part of this description. I TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _ day of_, 2018, in the presence of: Unofficial 'Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON By: Joe Lockwood, Mayor 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jamard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 206l3,Page 67 Plat Book 185, Page 25 OUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and DAVID I. STRAUSS and MICHELLE A. STRAUSS (hereinafter, the "Grantee"). V/ITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($l.OO; and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Gtantee's successors and assigns, all of Granto/s interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: AII that tract or parcel of land lying and being in Land Lot 600 of the 2nd District, 2nd Section of Fulton County, Georgia, being Lot 37 of Woodvalley at the Country Club of North Fulton, Unit Three, as per plat recorded in Plat Book 180, Page 7, Records of Fulton County, Georgia, which plat is by reference incorporated herein and made a part hereof. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY WHEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered GRANTOR: on the _ day of 2018, in the presence of: CITY OF MILTON By:(SEAL) Unofhcial Witness Joe Lockwood, Mayor Notary Public (NTOTARY SEAL) 2 AFTER RECORDING, PLEASE RETURN TO: Jeffrey M. Strickland, Esq Attorney at Law Jarrard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 2l656,Page 153 Plat Book 185, Page 25 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and HENRY D. DIXON and BETSY B. DIXON (hereinafter, the "Grantee") WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufficiency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 600 of the 2"d District, 2nd Section of Fulton County, Georgia, being Lot 38, 'Woodvalley at the Country Club of North Fulton, Unit Three, according to plat recorded in PIat Book L80, Page 7, records of Fulton County Georgia, which plat is incorporated herein by reference. 1 TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affixed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Ilnofficial Witness Notary Public (NOTARY SEAL) GRANTOR: CITY OF MILTON Joe Lockwood, Mayor By: (SEAL) 2 AFTER RECORDING, PLEASE RETURN TO Jeffrey M. Strickland, Esq Attorney at Law Janard & Davis, LLP 222 Webb Street Cumming, Georgia 30040 Cross References: Deed Book 57l84oPage 468 Plat Book 1850 Page 25 QUIT CLAIM DEED TO RELEASE GOLF COURSE EASEMENT STATE OF GEORGIA COUNTY OF FULTON THIS INDENTURE is made this day of 2018, between the CITY OF MILTON, a Georgia municipal corporation, (hereinafter, the "Grantor"), and HENRY D. DIXON and BETSY B. DIXON (hereinafter, the "Grantee"). WITNESSETH: That Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration in hand paid, the receipt and legal sufhciency of which are hereby acknowledged, has bargained, sold, and does by these presents sell, remise, convey, release and forever QUIT CLAIM to Grantee, Grantee's successors and assigns, all of Grantor's interest in that certain golf course easement referenced in Plat Book 185, Page 25, or previous version of such plat, across the following described real property which abuts real property owned by Grantor: All that tract or parcel of land lying and being in Land Lot 600 of the 2nd District, 2nd Section of Fulton County, Georgia, in the City of Milton, being Lots Nos. 39 and 40, \ilood Valley at the Country Club of North Fulton Subdivision, Unit Three, as per plat recorded in Plat Book 180, Page 7, Fulton County, Georgia Records, which plat is hereby adopted and made a part hereof by reference thereto for a more complete description of said property. L TO HAVE AND TO HOLD the said described premises unto the Grantee so that neither the said Grantor nor Grantor's successors or assigns, nor any other person or persons claiming under Grantor shall at any time, by any means or ways, have claim or demand any right, title, or interest to the aforesaid described golf course easement. Grantor is not, by virtue of releasing its interest in the golf course easement, obligated to remove any encroachment placed, constructed or erected within the easement area prior to the date hereof. IN TESTIMONY V/HEREOF, Grantor has hereunto set Grantor's hand and affrxed Grantor's seal the day and year first above written. Signed, sealed and delivered on the _day of _, 2018, in the presence of: Unofficial Witness Notary Public (NTOTARY SEAL) GRANTOR: CITY OF MILTON By Joe Lockwood, Mayor ) 2