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HomeMy WebLinkAboutAgenda Packet - CC - 08/19/20192006 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 Carol Cookerly Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall Monday, August 19, 2019 City 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. 19-173) 5)PUBLIC COMMENT (General) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 19, 2019 Page 2 of 4 6) CONSENT AGENDA 1. Approval of a Professional Services Agreement between the City of Milton and ECOFLO, Inc. for ECOFLO to Conduct the City of Milton’s Household Paint and Chemicals Collections Event (HPCC). (Agenda Item No. 19-174) (Parag Agrawal, Community Development Director) 2. Approval of a Professional Services Agreement between the City of Milton and Brumbelow-Reese and Associates, Inc., regarding Surveying Services and Construction Drawings for Providence Park Trails. (Agenda Item No. 19-175) (Jim Cregge, Parks and Recreation Director) 3. Approval of an Agreement between the City of Milton and International DataBase Corp. (dba BidNet) for a Contract Management Database. (Agenda Item No. 19-176) (Bernadette Harvill, Finance Director) 4. Approval of a Professional Services Agreement between the City of Milton and Wolverton & Associates, Inc. for Emergency Pre-emption Traffic Signal for SR 9 Public Safety Complex. (Agenda Item No. 19-177) (Sara Leaders, Transportation Engineer) 5. Approval of the following Subdivision Plats: Name of Development / Location Action Comments / # lots Total Acres Density 1. James Rosenberger Lots LL 877 878 923 & 924 13520 13555 13560 Blakmaral Minor Plat Lot reconfiguration / 3 Lots 20.893 0.14 Lots / acre 2. Nix Crossing LL 452 & 485 910 NIX Road Minor Plat Create 3 Lots 5.14 .58 Lots / acre (Agenda Item No. 19-178) (Parag Agrawal, Community Development Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 19, 2019 Page 3 of 4 7) REPORTS AND PRESENTATIONS 1. Proclamation Recognizing 2019 Girls 18U and Boys 12U Summer USTA Junior Team Tennis City Champions Day. (Councilmember Laura Bentley) 2. Proclamation Recognizing 2019 Mixed Winter A-4 Tennis Center Atlanta Lawn Tennis Association (ALTA) City Champions Day. (Councilmember Laura Bentley) 8) FIRST PRESENTATION 1. Consideration of an Ordinance to Adopt Regulations of Small Wireless Facilities and Antennas in the Public Right of Way for the City of Milton, Georgia. (Agenda Item No. 19-179) (Ken Jarrard, City Attorney) 9) PUBLIC HEARING (None) 10) ZONING AGENDA (None) 11) UNFINISHED BUSINESS (None) 12) NEW BUSINESS 1. Consideration of a Resolution to Accept the Plan for the Park at the Former Milton Country Club. (Agenda Item No. 19-180) (Parag Agrawal, Community Development Director) 2. Council Discussion of the City of Milton Public Building and Facilities Authority, to Include Possible Appointment of Members, and an Upcoming Bond Issue. (Agenda Item No. 19-181) (Ken Jarrad, City Attorney) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 19, 2019 Page 4 of 4 13) MAYOR AND COUNCIL REPORTS STAFF REPORTS Department Updates 1. Community Development 2. Human Resources 14) EXECUTIVE SESSION (if needed) 15) ADJOURNMENT (Agenda Item No. 19-183) J MItTON % ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 14, 2019 FROM: Steven Krokoff, City Managers--' AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and ECOFLO, Inc. for ECOFLO to Conduct the City Of Milton's Household Paint and Chemicals Collections Event. MEETING DATE: Monday, August 19, 2019 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (-KPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (rYES () NO CITY ATTORNEY REVIEW REQUIRED: (-f 'YES () NO APPROVAL BY CITY ATTORNEY: PJAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: ",)IIS zoli 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: Parag Agrawal, Community Development Director Date: Submitted on August 8 for the August 19, 2019 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and ECOFLO, Inc. for ECOFLO to conduct the City of Milton’s Household Paint and Chemicals Collections Events (HPCC). Department Recommendation: Staff is recommending approval of the Professional Services Agreement. Executive Summary: This agreement is to provide services for Household Paint and Chemical collection events to collect and properly dispose of paint, chemicals, and other hazardous materials from Milton residents. The budget should allow us to serve as many as 350 residents. The event will be opened to verified Milton residents only. Procurement Summary: Purchasing method used: RFP Account Number: 100-7410-521200002 Requisition Total: $24,000.00 Vendor DBA: ECOFLO, Inc. Other quotes or bids submitted (vendor/$): NA Financial Review: Bernadette Harvill, August 14, 2019 Legal Review: Sam Van Volkenburgh, Jarrard & Davis, August 5, 2019 Concurrent Review: Steve Krokoff, City Manager Attachment: Professional Services Agreement HOMEOF'IHFF:'.,i I Ii��r. F MILTON it ESTABLISHED 2006 PROFESSIONAL SERVICES AGREEMENT Hazardous Household Paint and Chemicals Collections Event (HPCC) This Professional Services Agreement (the "Agreement") is made and entered into this day of , 2019 (the "Effective Date"), by and between the CITY OF MILTON, GEORGIA (hereinafter referred to as the "City"), a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and City Council, and having its principal place of business at 2006 Heritage Walk, Milton GA 30004, and ECOFLO, Inc. ("the Consultant"), having its principal place of business at 2750 Patterson St., Greensboro, NC 27407. WITNESSETH THAT: WHEREAS, the City desires to employ a Consultant to perform the services described herein (the "Work"); and WHEREAS, Consultant has familiarized itself with the Contract Documents (as defined below), the Work, and with all local conditions and applicable federal, state and local laws, ordinances, rules and regulations. NOW THEREFORE, the City and Consultant, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents: This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents". EXHIBIT A WORK DESCRIPTION EXHIBIT B [RESERVED] EXHIBIT C CONTRACTOR AFFIDAVIT AND AGREEMENT EXHIBIT D SUBCONTRACTOR AFFIDAVIT AND AGREEMENT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. Section 2. The Work: Consultant shall provide all Work described in the Work Description attached hereto as Exhibit "A". Unless otherwise stated in the Contract Documents, the Work shall include Consultant's provision of materials, labor, expenses, and any other cost or item necessary to complete the Work, which is generally described as "Household paint and chemicals collection event (commonly referred to as a household hazardous waste collection event) at a site to be determined located in the City of Milton." Consultant shall hold one household hazardous waste collection event on a date to be arranged with the City, but in any event prior to October 1, 2019. Consultant shall hold one or more additional household hazardous waste collection events between October 1, 2019 and September 30, 2020, at the discretion of the City, on dates to be arranged with the City. The date and location of each event shall not be set until confirmed in writing by representatives of both parties. Page 1 of 24 Section 3. Contract Time: A. Time for Performance by Consultant: Consultant understands that time is of the essence of this Agreement and warrants that it will perform the Work in a prompt manner, which shall not impose delays on the progress of the Work. Consultant shall provide the Work in accordance with the schedule of events set forth in Exhibit "A". B. Term; Auto -Termination and Renewal: The Term of this Agreement will begin on the Effective Date and end on September 30, 2020 provided that certain obligations will survive termination/expiration of this Agreement, including the Consultant's indemnification obligations. Because the Term of this Agreement is for more than one year, asrequired by O.C.G.A. § 36-60-13 the Agreement shall terminate absolutely and without further obligation on the part of City on September 30 of each year of the Term, and shall autornatically renew on October 1 of each year of the Term, absent either party's provision of written notice of non -renewal at least five days prior to the October l yearly renewal date. Title to any supplies, materials, equipment, or other personal property shall remain in Consultant until fully paid for by City. In the event of non -renewal, City shall pay Consultant for Work performed to date in accordance with Section 5 herein. C. Termination for Breach and Convenience: Either party may terminate this Agreement for breach after providing notice of breach and allowing the other party fifteen days' time to cure. In addition, the City may terminate this agreement at any point during the Term for convenience, after giving thirty days' notice to Consultant. Provided that no damages are due to City for Consultant's breach of this Agreement, upon termination City shall pay Consultant for Work performed to date in accordance with Section 5 herein. Section 4. Work Changes: Any changes to the Work requiring an increase in the Contract Price, as defined below, shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method of Payment: City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. No payments will be made for unauthorized work. Conipcnsation for scrviccs performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work in each fiscal year (October 1 — September 30) of the Term shall not exceed $24,000.00 (the "Contract Price"), except as may be modified pursuant to Section 4 above. The compensation for Work performed shall be based upon the unit prices set forth in Exhibit "A." Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant's industry, Consultant will give written notice thereof immediately to the City. Section 6. Covenants of Consultant A. Assignment of Agreement: Consultant covenants and agrees not to assign or transfer any interest in, Page 2 of 24 nor delegate any duties of this Agreement, without the prior express written consent of the City. B. 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 Consultant shall not be required to indemnify the City or its officers, boards; commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. This 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. 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. C. Independent Consultant: Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent Consultant, not as agent or employee of City. Inasmuch as City and Consultant are parties independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Consultant agrees not to represent itself as City's agent for any purpose to any party or to allow any employee to do so,, unless specifically authorized, in advance and in writing, and then only for the limited purpose stated in such authorization. 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.. D. Authority to Contract: The Consultant 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 the Consultant to the terms of this Agreement, if applicable. E Insurance: (1) Requirements: Page 3 of 24 The Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Consultant, its agents, representatives, employees or sub -consultants. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. (2) Minimum Limits of Insurance: The Consultant shall maintain limits no less than: (a) Commercial General Liability of $1,000,000 combined single limit per occurrence with comprehensive coverage including but not limited to coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Consultant's errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 per occurrence or disease. (e) Pollution. and Remediation of $5,000,000 million per condition for owned disposal sites and $1,000,000 per condition at non -owned disposal sites. (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 City may ensure the financial solvency of Consultant; self-insured retentions should be included on the certificate of insurance. (4) Other Insurance Provisions: The policy is to contain, or: be endorsed to contain, the following provisions: (a) General Liability, Pollution and Remediation, and Automobile 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 Parry" and collectively "Insured Parties") shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and Page 4 of 24 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. (ii) The Consultant's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City, its officials, employees, agents or volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, agents or volunteers. (iv) Coverage shall state that the Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from Work performed by the Consultant for the City. (c) All Coverages. (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Consultant under the terms of this Agreement. (5) Acceptability of Insurers: Page 5 of 24 Insurance is to be placed with insurers with an A.M. Bests' rating of no less than ANII. (6) Verification of Coverage: The Consultant shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by the Consultant's insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Consultant shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Sub -consultants: The Consultant shall include all sub -consultants as insureds under its policies or shall furnish separate certificates and endorsements for each sub -consultant. All coverage for sub -consultants shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insureds. (8) Claims -Made Policies: The Consultant shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) Consultant's Duty to Provide Notice of Reduction in Coverage: Consultant shall provide written notice to City at least thirty (30) days prior to any reduction, suspension, voiding, or cancellation of coverage. Consultant shall require the same notice to the City in all subcontractor contracts. F. Licenses Certifications and Permits; Standard of Care: Consultant covenants and declares that it has obtained and will maintain all diplomas, certificates, licenses, permits or the like required by any national, state, regional, city, and local boards, agencies, commissions, committees or other regulatory bodies to perform the Work. Consultant shall comply with applicable legal requirements and meet the standard of care and quality ordinarily expected of its industry. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. G. Acknowledgment of Restriction on Gratuities: The Consultant 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 Page 6 of 24 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 Consultant 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 Consultant or higher tier sub -consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. H. Ownership of Work: All reports, drawings, specifications, and other items prepared or in the process of being prepared for the Work by Consultant ("materials") shall be the property of the City and the City shall be entitled to full access and copies of all materials. All copyrightable subject matter in all materials is hereby assigned to the City and Consultant agrees to execute any additional documents necessary to evidence such assignment. This provision shall prevail over contrary language in any exhibit attached hereto. 1. Consultant's Representative: shall be authorized to act on Consultant's behalf with respect to the Work as Consultant's designated representative. J. Notice: All notices, writings or correspondence as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the party at the addresses given below, unless a substitute address shall first be furnished to the other party by written notice in accordance herewith: NOTICE TO THE CITE' shall be sent to: Procurement Manager City of Milton 2006 Heritage Walk Milton, Georgia 30004 .NOTICE TO THE CONSULTANT shall be sent to: ECOFLO, Inc. 2750 Patterson St Greensboro, NC 27407 Attn: Scott Peele K. Confidentiality: Consultant 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 sub -consultants, agents and/or staff to likewise protect such confidential information. L. Meetings: Consultant shall meet with City's personnel or designated representatives to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to City. Page 7 of 24 Section 7. Miscellaneous A. Governing Law. This Agreement shall be governed by the laws of the State of Georgia. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia; and the Consultant submits to the jurisdiction and venue of such court. B. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are superseded hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 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 this Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible. D. No Personal Liability. No member, official or employee of the City shall be personally liable to the Consultant or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Consultant or successor or on any obligation under the terms of this Agreement. Likewise, the Consultant's performance of services under this Agreement shall not subject the Consultant's individual employees, officers or directors to any personal liability. The parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against the Consultant or the City, respectively, and not against any employee, officer, director, or elected or appointed official. E. Countelparts. 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. E. 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. F. E -Verify Affidavits. It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services unless: (1) the Consultant 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 the Consultant's subcontractors have conducted a verification, under the federal Employment Eligibility Verification ("EEV" or "E -Verify") program, of the social security numbers, or other identifying information now or hereafter accepted by the E -Verify program, of all employees who will perform work on the City contract to ensure that no unauthorized aliens will be employed, or (2) the Consultant provides evidence that it is not required to provide an affidavit because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing as of the date when the contract for services is to be rendered. Page 8 of 24 The Consultant hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "C", and submitted such affidavit to City or provided the City with evidence that it not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. Further, the 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 Rule 300-10-1-.02. In the event the Consultant employs or contracts with any subcontractor(s) in connection with the covered contract, the Consultant agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-1091 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 Consultant/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, the Consultant agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor.. Where the 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 the Consultant's and the Consultant's subcontractors' verification process at any time to determine that the verification was correct and complete. The Consultant and the 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 the Consultant is required to provide an affidavit pursuant to O.C.G.A. § 13-1.0-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Consultant or subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Consultant and the 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 its 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 Consultant's failure to cooperate with the investigation may be sanctioned by termination of the Agreement, and the Consultant shall be liable for all damages and delays occasioned by the City thereby. The Consultant agrees that the employee -number category designated below is applicable to the Consultant. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13- 10-91.] 500 or more employees. 100 or more employees. Fewer than 1.00 employees. The Consultant hereby agrees that, in the event the 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, the Consultant will secure from the subcontractor(s) Page 9 of 24 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. G. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, Consultant agrees to comply with all applicable implementing regulations and shall include the provisions of this Section G in every subcontract for services contemplated under this Agreement. Ili WITLESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. [SIGNATURES PROVIDED ON FOLLOWING PAGE] Page 10 of 24 CONSULTANT: ECOFLO, Inc. Attest: Signature czrc Ln e-, Ai c Abe. -- Print Name C10I-o,Drc-zfC S'ecx��acv Title: C rporate Secretary or Assistorate Secretary Attest: Signature Print Name City Clerk Title Approved as to form: City Attorney /J- / �� Signature CLQ -tee Print Name ,�—VPdCr—v Title (President or Vice President for Corporation) [AFFIX CORPORATE SEAL] City of Milton, Georgia Joe Lockwood, Mayor [CITY SEAL] Page 11 of 24 EXHIBIT l'_ Page 12 of 24 M I LTO N W* ESTABLISHED 2006 Request for Proposals, RFP 19-CD04 Household Paint and Chemicals Collections Event (HPCC) City of Milton, Georgia City of Milton, Georgia requests qualified individuals and firms with experience in household hazardous waste events to submit a cost proposal for a household paint and chemicals collections event (commonly referred to as a household hazardous waste collection event) located in the City of Milton. It will include services to collect, handle, pack, lawfully transport, recycle, reuse, treat, and/or dispose (at a permitted disposal facility) household hazardous waste (HHW) material for the City of Milton, Georgia. If awarded, this contract for fiscal year 2019 (which ends September 30, 2019) has the potential for one additional renewal period (fiscal year 2020), at the discretion of the City of Milton. Renewal is not guaranteed. City of Milton reserves the right to cancel or reject any and all proposals and to waive any technicalities or irregularities, and to award the contract based on the highest evaluation and in best interest of the City of Milton. The City reserves the right to cancel the contract at any time with 30 days written notice. SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE Event: Release of Request for Proposals Deadline for Written Questions Date: May 29, 2019 June 4, 2019@5:00 PM *Questions may be submitted electronically via Milton's BidNet procurement portal/platform at www.cityofmiltonga.us City of Milton Addendum (on or about) June 6, 2019 (Official answers to questions and potential changes to RFP. Addendum will be posted at the same web locations as the RFP) Proposals due: June 14, 2019 @ 5:OOPM **Bids may be submitted electronically via Milton's BidNet Direct procurement portal/platform at www.cityofmiltonaa.us If you have registered with the City of Milton as a vendor via BidNet Direct procurement portal/platform, or are already a member of the Georgia Purchasing Group, you may submit your questions and bid online at www.citvofmiltonaa.us via the BidNet Direct procurement portal/platform. We encourage you to register with us as a vendor. There is no cost to join, and you will be notified of any potential bid opportunities with the City of Milton as well as other agencies who are part of the Georgia Purchasing Group. Contract Award (on/about) July 8, 2019 Household Hazardous Waste (HHW) Defined as hazardous by 40 CFR part 261 and regulated as hazardous waste by the United States Environmental Protection Agency (EPS) under Subtitle D to the Resource Conservation and Recovery Act (RCRA) of 1976, 42 U.S.C.SS 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984, the Toxic Substance Control Act, 16, U.S.C. 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986, or any other federal statute or regulation governing the treatment, storage, handling, or disposal of waste, materials or substances which impose special handling or disposal requirements similar to those required by Subtitle C of RCRA; or A substance that is either found on one of several lists of hazardous wastes in the federal regulations or exhibits one of the four following hazardous waste characteristics: corrosivity (damaging to living tissue); ignitable (catches fire under certain conditions); toxic (causing injury or death if eaten or swallowed); or reactive (capable of causing an explosion). City of Milton desires to offer a program for the collection, packaging, lawful transportation, recycling, reuse, treatment, and/or disposal (at a permitted facility) of household hazardous waste (HHW) materials as defined herein from residents throughout the City of Milton. It is believed that the disposal of HHW in municipal solids waste (MSW) landfills, sewers, septic systems, groundwater or other environmentally inappropriate sites poses a potential threat to the public health and safety. The purpose of the HPCC collection program is three -fold: 1. To increase the public's awareness as to what constitutes HHW and potential dangers with improper disposal of these wastes, 2. To educate the public on recycling, reusing, treating, and/or disposing (at a permitted facility) HHW, and 3. To provide for the safe collection, handling, packing, lawful transportation, recycling, reuse, treatment, and/or disposal (at a permitted facility) of as much HHW as may be collected at the time of the event based on budget and participation. The collection site (to be determined) will provide controlled access to the general public and will provide sufficiently paved area for staging vehicles bringing the material and for having multiple moving lines to an area where the material can be removed for analysis, inventory, and appropriate handling by the Contractor. Residents and householders of the City of Milton will be permitted to deliver HHW between the hours of 9:00 AM to 2:00 PM on the date mutually agreed upon between the City of Milton and the vendor. The City of Milton reserves the right to change the collection site location provided at least fifteen (15) days written notice prior to the scheduled date is provided to the Contractor. 1. The Contractor shall manage all HHW delivered to the site by the general public. This includes providing an appropriate number of qualified chemists, technicians and appropriate staff to lawfully receive, identify, sort, package, label, load and transport waste received, as well as, enough general labor to expedite receiving materials during the event. Other events suggest that a staff capable of unloading two (2) vehicles at a time (at a minimum) is needed as participants should remain in their vehicles. Responsibilities shall include, without limitation, the unloading of HHW from the general public's vehicles, identifying the materials delivered, inventorying each item, packaging the material for safe transportation and storage, manifesting the HHW and loading the material onto Contractor's vehicles for ultimate processing through recycling, reuse, treatment, and/ or disposal at a RCRA approved disposal facility. 2. The Contractor shall be the "generator" of the HHW from the standpoint of the United States Environmental Protection Agency (EPA) and the Georgia Department of Natural Resources Environmental Protection Division (GA-EPD). The Contractor shall comply with all municipal, state and federal regulations and laws, ordinances, rules and regulations. The Contractor shall obtain, at his own expense, all permits, and licenses required by federal, state, or local law or ordinance, rule or regulation and maintain same in full force and effect. Waste acceptance, ownership and responsibility for necessary handling, packing, lawful transportation, storage,. recycling, beneficial reuse, treatment, and/or disposal of wastes received at the collection site shall pass to the Contractor from the party delivering the acceptable waste at the time that party delivers to the collection event; 3. Contractor must offer for each material accepted (when applicable): o First -Recycle o Second -Fuel blend or reuse o Third -Treatment o Fourth-RCRA incineration o Last Option- Land disposal 1. The Contractor shall assemble all the necessary personnel and equipment on the site of the collection effort no later than 8:00 a.m. on the day of the collection, to be ready to begin the processing of the vehicles bringing HHW promptly at 9:00 a.m. 1. The Contractor shall be responsible for all site operations from the point where the general public vehicles containing the HHW move to the unloading area until the general public vehicles leave the unloading area. Upon arrival at the collection point the Contractor personnel, upon permission, shall open the doors of the vehicle and remove the HHW. 2. The Contractor shall have sufficient personnel to promptly handle at least two (2) vehicles at one time, leaving any non -acceptable materials in each vehicle and taking the acceptable materials to an area established for positive identification. 3. The collection day will be terminated at 2:00 p.m. or sooner at the direction of the Community Development Director or designee at which time the public will not be allowed to enter the collection area. 4. The HHW Contractor will monitor the intake of materials and estimate the volume and costs during the event to ensure compliance with the budget. 5. At the end of the collection event, the Contractor shall provide to the City of Milton an estimated total weight for all HHW collected from residents/households. 6. The Contractor shall load all collected material into trucks, clean-up and stow all equipment at the end of the collection event. The Contractor shall ensure that nothing is left behind from the collection effort and shall ensure that the site is in as good or better condition in all respects than it was prior to set-up and preparation for the collection event. 7. The Contractor shall meet with the Community Development Director or designee on-site to ensure that the site is fully restored to its original condition. No vehicles or equipment shall remain at the collection site overnight after the day of collection. D. Handling, Packaging, Transportation, Reuse, Recycling, Treating and/ or Disposal: 1. Contractor shall provide all equipment, staff and materials necessary for the efficient collection and handling of all acceptable wastes received and shall at all times operate the Collection Site and it Facilities in accordance with Applicable Law. 2. Contractor shall be responsible for lawful transportation, recycling, beneficial reuse, fuel blend, treatment, storage and/or disposal of all wastes received at the collection site and must follow all local, district, state, and federal regulations with regard to all disposal methods;. 3. Contractor must provide documentation of where material will be disposed including location, ID and contact person; 4. All third -party disposal companies must be insured by the primary Contractor; 5. Contractor shall be responsible for all costs and liabilities associated with a spill or accident if it occurs during loading and transition to the treatment center; b. Contractor shall work under the immediate supervision of the City of Milton; 7. The Contractor shall provide written documentation (i.e., recycling certificate or other tracking documentation) of the ultimate reuse, recycling, treatment, and/or permitted approved disposal facilities, for HHW collected at the collection event. The Contractor shall also verify that all hazardous substances collected are disposed in a manner that constitutes strict adherence with EPA regulations. 8. In the unanticipated event any residual materials are left at the collection site after the event, Contractor agrees to pick up and dispose of materials properly. E ecordkeepin , Administration andReporting: 1. Contractor shall add the City of Milton and employees as additionally insured with waiver of subrogation for workers compensation; 2. Contractor shall provide an invoice for the event within three (3) days after the collection. 3. Contractor shall complete and submit the "Record of Operations" within fifteen (15) calendar days after the event date which shall provide a summary of routine and extraordinary activities during the collection event. Final payment will be contingent on receipt and approval of this document 4. The site report shall include, but is not limited to the following: a) The quantities in units and number of drums of all waste received itemized by the waste type as listed in Attachment A. o Drum counts shall indicate the packing method (i.e., loose packed, Lab -Packed, or bulked) and Recycling, Beneficial Reuse or Disposal method for each drum. o Lab -Packed drums shall indicate: i. The actual weight of waste contained in each drum, ii. The average weight of waste per drum for each waste type, and iii. The cumulative average weight of waste per drum for each waste type. b) A report of the complaints received by the Contractor in connection with the Contractor's operations under the Contract, with a summary of the Contractor's response to the complaints, if any. c) An account of any extraordinary occurrences, accidents, or emergencies that arose during the collection event. City of Milton will furnish traffic control barriers and additional personnel at the collection site to assist with the event. Before a vehicle reaches the unloading area, volunteers provided by the City of Milton, will check residency requirements and direct the resident to the proper unloading area. Additionally, City of Milton volunteers will distribute any educational and promotional items.. Organization and monitoring of volunteer personnel will be the responsibility of the City of Milton. The City of Milton will provide signage to direct traffic to the site, site location, and scheduling. Residents will pre -register for the collection to ensure residency. The City of Milton shall also notify the appropriate emergency response teams before the collection event. The Contractor is an independent Contractor. The Contractor, its officers, agents or employees are not considered employees of the City of Milton for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a City of Milton employee under state of local law. 2. The City of Milton assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by or on behalf of the Contractor, its employees and/or others by reason of the Contract. The Contractor shall protect, indemnify and hold harmless the City of Milton and its officers, agent and employees for and against any and all claims, costs and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits or taxes; and/or (2) the supplying to the Contractor of work, services, materials, and/or supplies by Contractor employees or other suppliers in connection with or in support of the performance of the Contract. 3. The Contractor further agrees that it is financially responsible for and will repay the City of Milton all indicated amounts following an audit examination on which reveals errors due to the negligence, intentional act and/or failure for any reason to comply with the terms of the Contract by the Contractor, it officers, employees, agents and/or representative. The Contractor shall protect, defend, indemnify, and hold harmless the City of Milton, its officers, employees and agents from any and all costs, claims, judgments and/or awards of damages, arising out of or in any way resulting from fhe negligent acts or omissions of the Contractor, its officers, employees, and/or agents. The Contractor agrees that its obligations under this subparagraph extent to any claim, demand, and/or cause of action brought by or on behalf of any employees or agents. 4. Contractor shall procure and maintain for the entire duration of the event insurance against claims for injuries to persons or damages to property that may arise from, or in connection with, the performance of work hereunder by the Contractor, its agents, representatives, employees, and/or Sub -contractors. The Contractor or Subcontractor shall pay the cost of such insurance. The Contractor may furnish separate certificates of insurance and policy endorsements for each Sub- contractor as evidence of compliance with the insurance requirements of the Contract. 5. Contractor shall provide a copy of public Liability Insurance covering the period of its occupancy and uses of the premises, obtained from a responsible insurance company Legally licensed and authorized to transact business in the State of Georgia, with limits of not less than $1,000,000.00 for all damages arising out of bodily injuries or death of two or more persons in any one accident, and a limit of not less than $2,000,000.00 for all damages to or destruction of property in any one accident. This public liability policy shall insure the City and the Licensee against any liability, damage, claim or demand in any way arising out of or in connection with Licensee's occupancy or use of the premises under this agreement. Licensee shall furnish the City with a copy of the policy and evidence of full payment of the premium thereon prior to occupancy and use of the premises, and said policy shall have a clause showing that the insurance is in force and cannot be cancelled prior to the occupancy and use of the premises by the Licensee in the absence of written notice by the insurer to the City prior to the occupancy and use of the premises. Responders are required to submit their price quote and supporting materials in the following 5 -page format. Please reference the bid number (RFP 16-EVO1) on submittals. • State the point of contact person for event. • Provide a brief description of the firm and its specific expertise in HHW projects. The contractor shall demonstrate that it has substantial expertise in all areas relating to the collection, handling, packing, lawfully transporting, recycling, reusing, treating, and/or disposal at an approved facility of HHW. • List three (3) references of similar HHW events it was employed to conduct within the last five (5) years, with contact information for the program manager. Provide a narrative of the process and procedures describing the method of handling the HHW at the site and how the various items of HHW accepted will be inventoried and manifested. Include a typical event set up plan. Provide a Contingency Plan to include the following elements: a. Describe provisions for the prevention of environmental contamination, the management and cleanup necessary, the prevention of explosions, fire or the release of toxic or hazardous substances. Include provisions on protecting storm water drains. b. Describe how the following will be handled: unknown wastes, inclement weather, spills of hazardous waste and accidents. c. Provide a typical or generic site health and safety plan. Designate a Health and Safety Officer to oversee the Health and Safety Plan. d. List all the emergency equipment and supplies proposed to bring to or provide at the site; list the names and telephone numbers of local emergency agencies, and the City of Milton, and federal agencies that must be contacted in the event of a fire, spill or other release at the collection site. e. List all of the equipment and/or supplies the contractor requires or expects the City of Milton, and other public and private agencies to bring to or provide at the sites. f. Describe provisions for material that could be dropped off after the closure of the event. ® Contractor must provide pricing of the quantities set forth on the "Cost Proposal Form" (Attachment A). No cost increases will be entertained during the current term of the contract. Any proposed increase in costs shall be submitted to the City no less than ninety (90) days prior to the termination of current term for consideration of contract extension. The City reserves the right to accept or reject any proposed cost increases. If the City decides to reject the cost increase, after consultation with the Contractor, the contract shall be terminated. The City of Milton accepts no responsibility for any expenses incurred by the responders to this RFP. Such expenses are to be borne exclusively by the responders. All information submitted in your response to this RFQ shall be subject to the Georgia Open Records Act and shall not be deemed to be confidential unless otherwise stated in the submission by reference to specific provisions that apply as specific exceptions to the Open Records Act. 25% Qualifications and Experience (Pages 1 of Response Format) 25% Event Process and Procedures (Page 2 of Response Format) 25% Contingency and Safety Pian (Page 3-4 of Response Format) 25% Cost Proposal (Page 5 of Response Format) � � FBF � .�1 �', ' � 1L •[ �1. �1 3 N WON 10 &W,1011,111, Attachment A Cost Proposal Forel Household Hazardous Waste & Paint Collection Citv of Milton — RFP 19-CD04 "Primary Estimated Method of Quantity ***Price/ Item Waste Description Disposal in Pounds Pound $ Total Price I Baser Oil based paint, stains; thinners and paint strippers, solvents and varnishes, wood preservatives 9,200 la Aerosol/spray paint 500 2 Latex and water-based paints 6,000 3 Mercury: Mercury salts and elemental mercury thermometers, thermostats, and other mercury containing items 50 3a Fluorescent bulbs and ballasts 200 4 Lawn care products: Poisons, insecticides, weed killer and esticides, Aerosol/spray pesticides 2,000 5 Automotive Products: Engine Degreaser, Brake Fluid, Transmission Fluid, etc. 200 6 Cleaners, Corrosives, Spot Removers, Acids and Bases 600 6a Oxidizers 200 7 Flammables: Lighter Fluid and Waste Fuels (As Kerosene, Gasoline, Diesel, etc. 500 8 Batteries: Household and Rechargeable 150 9 Propane (Camp Size) 10 Fire Extinguishers I I Mobilization charges, including all labor, equipment, supplies, insurance and/or additional charges. "Total Price Attach appropriate supporting documentation **Primary method of disposal (i.e. recycle, reuse/fuel blend, incineration, landfill ***Collection, handling, transportation, and disposal. Actual price will be actual quantities times "Price per pound" Company Name and Title of Person authorized to sign Signature i Date �r VOSB * r C CmCDFLE3 City of Milton, GA Residential Household Hazardous Waste Collection Bid Number: RFP 19-CD04 0"of MI.1010 Georgo ECOFLO, Inc. ECOFLO Southeast, Inc 2750 Patterson Street 300 Swett Avenue Greensboro, NC 27407 Americus, GA 31709 ECOFLO, Inc. Transfer Station 1059 Kings Mill Road York, PA 17403 ECOFLO, Inc. Greensboro, NC. ECOFLO Taking The Hazard Out Of Waste Management June 6th, 2019 Re: City of Milton, GA. — Residential Household Hazardous Waste Collection ECOFLO, Inc. (EPA ID# NCD980842132) is pleased to have the opportunity to provide the enclosed proposal in response to your recent solicitation requesting the assistance of a firm willing to conduct a Household Hazardous Waste collection for the City of Milton, GA. ECOFLO® has been involved with the collection of Household Hazardous Waste since 1994 when it established a permanent HHW collection site for the City of Greensboro, NC. Since then, ECOFLO has contracted to operate multiple permanent collection facilities, such as Mecklenburg County, NC (Charlotte) and Wake County, NC. (Raleigh), for operational and disposal services in their respective counties. In addition, ECOFLO has managed numerous single -day events for municipalities, as well as private companies who are conducting HHW events for their employees and / or their local communities. GENERAL COMPANY INFORMATION: ECOFLO, Inc. — Main Facility & Office 2750 Patterson Street Greensboro, NC. 27407 Main Line: (800) 999-6510 After Hours Answering Service: (855) 302-6565 EPA ID#: NCD980842132 COMPANY PROFILE: ECOFLO® is a privately held corporation organized under the laws of the State of Maryland in 1982. In January of 2007, ECOFLO, Inc. became a wholly-owned subsidiary of ECOFLO Holding, Inc., a privately held corporation organized under the laws of the State of North Carolina. ECOFLO Holding, Inc. also owns ECOFLO Southeast, Inc., a privately held corporation also organized under the laws of the State of North Carolina. The Greensboro site was purchased in September 1983, with the Resource Conservation Recovery Act (RCRA) permitting processing commencing with our approval in July 1985. Construction was completed on the main facility in early 1988. The Greensboro facility was the first "greenfield" site to receive a Part B permit under the Resource Conservation Recovery Act (RCRA). ECOFLO also received interim status under the Toxic Substances Control Act (TSCA) to store Polychlorinated Biphenyl (PCB) waste in 1990 and received its final permitting for such in 2002. REFERENCES: CITY OF MILTON, GA Contact Name: Teresa Stickels, MPA Phone: (678) 242-2509 Title: Conservation Projects Manager WAKE COUNTY, NC Contact Name: Meghan Baldwin Phone: (919) 856-5698 Title: Solid Waste Facility Manager City of Milton, GA Residential Household Hazardous Waste Collection ECOFLO, Inc. Greensboro, NC. MECKLENBURG COUNTY, NC Contact Name: Steven Currie Phone: (704) 634-4173 Title: Operations Manager - Foxhole CITY OF GREENSBORO, NC Contact Name: Eddie Raynard Phone: (336) 373-7971 Title: Environmental Compliance Specialist YORK COUNTY, SC Contact Name: Arthur Ligon Phone: (803) 628-3195 Title: Supervisor, York County Solid Waste Collection & Recycling STATEMENT OF WORK: ECOFLOO personnel will arrive on-site approximately 1-2 hours prior to the start of the event and will determine if inclement weather procedures need to be implemented. ECOFLO will unload the equipment and supplies to be used during the event including the setting up of spill containment and spill countermeasure supplies. The Project Manager(s) on site will determine the most strategic, efficient, and effective locations for spill prevention and response equipment. ECOFLO personnel will set up collection and segregation stations and position supplies. The Project Manager will then notify the appropriate City of Milton representative when ECOFLO is ready to begin accepting event participants. ECOFLO recommends a Greeter be placed near the entrance to direct vehicles as they enter the final unloading area. Unloaders are the first to approach an automobile and will (with permission from the resident) unload materials with rolling carts (with spill containment measures) to a segregation table. Chemists and Technicians will segregate items by hazard class and determine the best method for handling (bulking or loose packing). Loose -packing chemicals by hazard class is the preferred method for most HHW materials as it maintains a steady unloading pace. Items requiring further identification will be fingerprinted by the Chemist with a field test kits for proper packaging. ECOFLO will provide continuous contact with City of Milton personnel regarding any waste collection questions or concerns. ECOFLO will closely monitor the participant volume as well as the container volume to make sure that the event remains within the parameters of the approved budget (if applicable) Approximately one hour prior to the conclusion of the event ECOFLO personnel will begin to load any materials already prepared for shipping. Upon the closure of the event ECOFLO will continue to process and load collected materials for shipping. ECOFLO will contact the appropriate City of Milton representative to determine if any additional materials have been dropped off. When all materials have been collected and packaged, ECOFLO personnel will begin to break -down the collection and segregation equipment and supplies. ECOFLO personnel will then remove secondary containment equipment and clean the area. The ECOFLO site chemist will prepare shipping paperwork and upon completion will contact the City of Milton representative to provide copies of the shipping documents and get a proper signature for the manifest. ECOFLO personnel will inspect the site for any additional housekeeping needs prior to leaving the site. City of Milton, GA Residential Household Hazardous Waste Collection ECOFLO, Inc. Greensboro, NC. CONTINGENCY PLAN: SPILL AND FIRE PREVENTION Plastic sheeting is placed under all working areas where spills are likely to occur. All bulk containers will be fully lined to prevent leakage, including non -hazardous containers. Spill prevention shall also constitute careful chemist/technician observation of all collection, identification, packaging, and loading steps. SPILL CONTROL Absorbent pillows and powder will be stationed at each collection and segregation point. A spill station will be stocked and strategically placed to minimize travel of the spill and to allow for the most immediate response, including quick access to cover/ dike storm drains. In the unlikely event of a spill, sufficient equipment is on -hand, including but not limited to: Spill Pillows & Booms Petroleum Only Booms Oil dry Bulk Acid / Caustic Neutralizer Non -Sparking Shovels Mercury Spill Kit Brooms Shovels It shall be the responsibility of the Site Project Manager on duty at the time of the spill incident to report it immediately, by telephone or in person to the following persons: Primary Contact: Scott Pee/e - HHW Program Manager Cell: (336) 706-5710 EMERGENCY CONTACTS— CITY OF MILTON, GA Fire Dept. & Rescue Squad: 911 Police Dept.: 911 EMS: 911 If a spill occurs, the following agencies may be notified (in most cases this is not required for HHW material): North Carolina Department of Environmental Quality: 800-858-0368 National Response Center Phone: (800) 424-8802 Any material that is the result of a spill at the site will be treated, stored, or disposed of in accordance with this plan. Leaking containers will be emptied or over -packed immediately upon their discovery and will not be reused. All areas that have been impacted by the spill will be closed until the affected area has been cleaned up. A site-specific Health and Safety Plan (HASP) will be developed for City of Milton HHW Collection upon project award. This will include assignments specific to the Health and Safety Officer for the collection project. All project HASPs completed by ECOFLO are under the review of Stuart Stapleton— Director of Environmental Compliance & HHW Programs. City of Milton, GA Residential Household Hazardous Waste Collection ECOFLO, Inc. Greensboro, NC. ECOFLO® PROVIDED SUPPLIES: Drum Dollies First Aid Kits Emergency Shower Chemical Resistant Coveralls Chemical -Resistant Gloves Safety Glasses / Goggles Absorbent booms Neutralizers Vermiculite Lab Pack Containers Fire Extinguishers Eyewashes Full -Face Respirators Leather Gloves Shovels & Brooms Oil Dry Spill Pads Tool Box Unknown Item Field Testing Kits Labels City of Milton, GA Residential Household Hazardous Waste Collection Cost Proposal Form Household Hazardous Waste & Paint Collection Citv of Milton — RFP 19-CD04 "Primary Estimated Method of Quantity ***Price/ Item Waste Description Disposal in Pounds Pound $ Total Price 1 Base: Oil based paint, stains, thinners and paint strippers, solvents and varnishes wood preservatives Fuel Blend 9,200 $0.28 $2,576.00 la Aerosol/spray paint Recycle 500 $1.00 Pouu.UU 2 Latex and water-based paints Recycle 6,000 $0.25 'P I,Z)uV.UU 3 Mercury: Mercury salts and elemental mercury thermometers, thermostats,187.50 and other mercury containing items Incineration 50 $3.75 3a Fluorescent bulbs and ballasts Recycle 200 $1.00 1 1)zuu.uu 4 Lawn care products: Poisons, insecticides, weed killer and pesticides, Aerosol/spray pesticides Incineration 22000 $099 $1,980.00 5 Automotive Products: Engine Degreaser, Brake Fluid,Fuel Transmission Fluid, etc. Blend 200 $0.20 $40.00 6 Cleaners, Corrosives, Spot Removers, Acids and Bases Treatment 600 $1.00 $600.00 p 6a Oxidizers Treatment 200 $2.00 10'+UU.UU 7 Flammables: Lighter Fluid and Waste Fuels (As Kerosene Gasoline, Diesel etc. Fuel Blend 500 $0.20 $100.00 8 Batteries: Household and Rechargeable Recycle 150 $1.25 $187.50 9 Propane (Camp Size Rec cle 3•'1 10 Fire Extinguishers Rec cle D•'LO 1 I Mobilization charges, including all labor, equipment, supplies, insurance and/or additional charges. $6,000.00 Total Price $ 14,271.00 Attach appropriate supporting documentation **Primary method of disposal (i.e. recycle, reuse/fuel blend, incineration, landfill ***Collection, handling, transportation, and disposal. Actual price will be actual quantities times "Price per pound" Ecoflo, Inc Charlie Witzke Company Name and Title of Person authorized to sign Signature 06/06/201 Date EXHIBIT "B" [RESERVED] Page 13 of 24 EXHIBIT It lt 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 ECOFLO, Inc. Name of Contractor Household Paint & Chemicals Collection Event 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 "D" SUBCONTRACTOR AFFIDAVIT 1DA i' AGREEMENT 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 ECOFLO, Inc., on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of receipt, a copy of the notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: eVerify Number Date of Authorization Name of Subcontractor Household Paint & Chemicals Collection Event 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 , _, ?01_ 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 120I NOTARY PUBLIC [NOTARY SEAL] My 'Commission Expires: TO: FROM: MILTON% ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: August 14, 2019 Steven Krokoff, City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Brumbelow-Reese and Associates, Inc., regarding Surveying Services and Construction Drawings for Providence Park Trails. MEETING DATE: Monday, August 19, 2019 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: (,KYES () NO CITY ATTORNEY REVIEW REQUIRED: (-&ES () NO APPROVAL BY CITY ATTORNEY: (-�IA PPROVED (J NOT APPROVED PLACED ON AGENDA FOR: C) L, rl ► % Zc i 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 Date: Submitted August 13, 2019 for the August 19, 2019 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Brumbelow-Reese and Associates, Inc., regarding Surveying Services and Construction Drawings for Providence Park Trails _____________________________________________________________________________________ Department Recommendation: Staff is recommending the approval of a Professional Services Agreement between the City of Milton and Brumbelow-Reese and Associates, Inc., regarding Surveying Services and Construction Drawings for Providence Park Trails. Executive Summary: On October 22, 2018, the City signed a contract with the State of Georgia Department of Natural Resources Recreation Trails Program accepting a grant of $200,000 towards the construction of a ½ mile ADA accessible trail at Providence Park. The first step in the process is to layout the trail and create construction documents that will be used to go to publicly bid the construction. This contract covers the location, design and staking of three of the four components of the trail. This contract also includes the location and staking of the fourth component which is an 8’ wide boardwalk over an ephemeral stream. The design of the board walk will be handled by a structural engineer under a different contract. Procurement Summary: Purchasing method used: Professional Services Account Number: 340-6110-541401401 1 PROFESSIONAL SERVICES AGREEMENT – SHORT FORM Surveying Services and Construction Drawings – Providence Park Trails This Professional Services Agreement (“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, located at 2006 Heritage Walk, Milton GA 30004 (hereinafter referred to as the “City”), and Brumbelow-Reese and Associates, Inc., a Georgia Corporation, having its principal place of business at 13685 Highway 9 N, Milton, GA 30004 (herein after referred to as the “Consultant”), collectively referred to herein as the “Parties.” WITNESSETH: WHEREAS, City desires to retain a consultant to provide services in the completion of a Project (defined below); and WHEREAS, Consultant has represented that it is qualified by training and experience to perform the Work (defined below) and desires to perform the Work under the terms and conditions provided in this Agreement; and 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: Section 1. 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” – Scope of Work Exhibit “B” – Insurance Certificate Exhibit “C” – Contractor Affidavit Exhibit “D” – Subcontractor Affidavit Exhibit “E” – Grant Conditions In the event of any discrepancy in or among the terms of the Agreement and the Exhibits hereto, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. Section 2. The Work. A general description of the Project is as follows: to locate and design four (4) trails, providing construction drawings for the future construction of such trails at Providence Park as outlined in Exhibit “A” (the “Project”). 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 “A”, attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit “A”, 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. Section 3. Contract Term; Termination. 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, which shall not impose delays on the progress of the Work. The term of this Agreement (“Term”) shall commence as of the Effective Date, and the Work shall be completed in accordance with the timeframe set forth in Exhibit “A”. In any event, the Work shall be completed and the Agreement shall terminate within eight (8) weeks from notice to proceed (provided that certain obligations will survive termination/expiration of this Agreement). City may terminate this Agreement for convenience at any time upon providing written notice thereof to Consultant. Provided that no damages are due to City for Consultant’s breach of this Agreement, City shall pay Consultant for Work performed to date in accordance with Section 5 herein. 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. Section 4. Work Changes. Any changes to the Work requiring an increase in the Maximum Contract Price (defined below) shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method of Payment. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall be the lump sum fee of $17,000.00 (the "Maximum Contract Price"), except as outlined in Section 4 above, and Consultant represents that this amount is sufficient to perform all of the Work set forth in and contemplated by this Agreement. 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. 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. No payments will be made for unauthorized work. 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 required by the Agreement or requested by City to process the invoice. An initial payment of 10% of the Maximum Contract Price shall be due at the signing of the Agreement. Invoice for the remainder shall be submitted upon completion of the Work. Section 6. Covenants of Consultant. A. Licenses, Certification and Permits. 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. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. B. Expertise of Consultant; 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. City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant's performance. Consultant acknowledges and agrees that the acceptance or approval 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 and shall not relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant's Work under professional and industry standards. C. Consultant's Reliance on Submissions by City. Consultant must have timely 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 other ise problematic. Vo'r D% D. Consultant's Representative; Meetings. [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. Consultant shall meet with 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. E. Assignment of Agreement. Consultant covenants an d 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. F. Responsibility of Consultant and Indemnification of City. Consultant covenants and agrees to take and assume 2 3 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 indemnify 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”)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 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. 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. G. 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. 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 and payment of consultants, agents or employees to complete the Work, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. 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. 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. 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. H. Insurance. Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance of the types and amounts approved by the City, as shown on Exhibit “B”, attached hereto and incorporated herein by reference. Consultant shall also ensure that any subcontractors are covered by insurance policies meeting the requirements specified herein and provide proof of such coverage. As it relates to any general liability, automobile liability or umbrella policies, and except where such requirement is specifically waived in writing by the City, Consultant shall ensure that its insurer waives all rights of subrogation against the City for losses arising from Consultant’s Work and that the City and its officials, employees or agents are named as additional insureds. I. 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 “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 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 “C”, 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 Exhibit "D", 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. 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. 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. § 1340-91.] [CHECK ONE] 500 or more employees. 100 or more employees. 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. § 1340-91, 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. J. 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. 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. K. 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. L. Authority to Contract. The individual executing this Agreement on behalf of Consultant covenan ts 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. M. Ownership of Work. All reports, designs, drawings, plan s, 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 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. N. Compliance with Federal Requirements. In order to enable the City to comply with applicable grant funding requirements, Consultant shall comply with the requirements set forth in Exhibit "E", attached hereto and incorporated herein. 5 Section 7. Miscellaneous. A. Entire Agreement; Counterparts; Third Party Rights. 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. 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. 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. B. Governing Law; Business License; Proper Execution. 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 – Atlanta Division, and Consultant submits to the jurisdiction and venue of such court. During the Term of this Agreement, Consultant shall maintain a business license with the City, unless Consultant provides evidence that no such license is required. 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.). C. 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. D. Notices. All 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 first given above or at a substitute address previously furnished to the other Party by written notice in accordance herewith. E. Waiver; Sovereign Immunity. No express or implied 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. 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. F. Agreement Construction and Interpretation; Invalidity of Provisions; Severability. Consultant represents that it has reviewed and become familiar with this Agreement and has notified City of any discrepancies, conflicts or errors herein. The Parties 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. 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. 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. IN WITNESS WHEREOF, City and Consultant have executed this Agreement, effective as of the Effective Date first above written. [SIGNATURES ON FOLLOWING PAGE] CONSULTANT: mbelow-Reese and Signature: Print Name: o fop A/ E�/ Title: C ,E ONE] President ice President (Corporation) Attest/Witness: Signature: L Title: O (Assistant) Corporate Secretary (requi ed Ratified by City Council: By: Joe Lockwood, Mayor Attest: Signature: Print Name: Title: City Clerk Approved as to form: City Attorney [CORPORATE SEAL] (required if corporation) corporation) if CITY OF MILTON, GEORGIA By: Steven Krokoff, City Manager [CITY SEAL] fates, Inc. EXHIBIT “A” G:\Land Projects\2019-138\document\Quote Prov Park Trail - Rev 8-12-19.docx BRUMBELOW-REESE & ASSOCIATES, INC. Land Surveyors, Land Planners, Development Consultants 13685 Highway 9 Milton, Georgia 30004 Phone 770-475-6817 Fax 770-569-4948 Email: brassinc@comcast.net PROFESSIONAL PROPOSAL JOB #: 2019-138 DATE: August 12, 2019 PLAT NAME: City of Milton, Providence Park, #13340 Providence Park Drive BILL TO: City of Milton ADDRESS: c/o Jim Cregge 2006 Heritage Walk Milton, GA 30004 CONTACT: Jim Cregge PHONE #’s: OFFICE 678-242-2489 EMAIL Jim.Cregge@cityofmiltonga.us JOB DESCRIPTION: Providence Park - 13340 Providence Park Drive: Locate, design and stake the following for Providence Park Trail: 1) 8’ wide asphalt “Central” Trail (ADA Compliant) 2) 8’ wide rubberized “East” trail (ADA Compliant) 3) 4’ wide asphalt “West” Trail Locate and stake the following for Providence Park Trail: 1) 8’ wide boardwalk over ephemeral stream area on “East” Trail. See attached Scope of Work for specific details. LAND LOT(S): 963 DISTRICT: 2 SECTION: 2 COUNTY: Fulton CITY: Milton Changes in scope of work, drop in and/or site/office meetings lasting longer than 10 minutes, lengthy phone consultation, or summary letters will result in additional charges. QUOTE: $17,000.00 Payment due upon completion of work. I or we, the undersigned, agree to comply with all invoice terms. Interest of 1.5% is charged on all accounts past due. I or we hereby personally guarantee payment of any indebtedness from the applicant. Each of us further agrees that in the event of default on the accounts, we are to pay reasonable collection costs, including attorney fees and courts costs. X_____________________________________________________ AUTHORIZED SIGNATURE ORDERING WORK TO BE DONE Print name legibly NOTE: 1) There will be an additional $50 charge for each drawing email request, if applicable. 2) Consultation and research done prior to signing of quote will be billed at hourly rates. 3) Documents remain the property of Brumbelow-Reese Providence Park Trail Scope of Work Providence Park – 13440 Providence Park Drive – Locate, design and layout the following for Providence Park Trail: 1) 8’ wide asphalt “Central” Trail (ADA Compliant) 2) 8’ wide rubberized “East” trail (ADA Compliant) 3) 8’ wide boardwalk over ephemeral stream area on “East” Trail (location and layout only) 4) 4’ wide asphalt “West” Trail The total length of the combined ADA trails shall be ½ mile. The new trails are located in the vicinity of the existing “Red” trail, which will be abandoned when this trail is completed. Measures such as logs, rocks and soil shall be used to close off areas of the red trail that are to be abandoned. This proposal is for the creation of biddable construction documents to allow for the permitting and construction of the above described trails. ADA compliant trails shall be designed based upon the ADA-ABA accessibility guidelines as provided by the City of Milton. The work shall include the following: 1) Design of Erosion Control Measures as required by the City of Milton. 2) Land Disturbance Permit as required by the City of Milton. 3) The trails are to be designed in the area defined on the attached site plan. 4) All trails will have a GAB base on geo textile fabric. 5) The location of the tree save fencing is to be identified on the drawings. 6) The maximum number of living trees between 6” and 8” in diameter that may be removed is 24. 7) All trees over 6” diameter that are to be removed require the approval of the City Arborist. 8) The design shall include appropriately sized culvert(s) if required by the drainage pattern. 9) The drawings shall include a specification for trail markers and the identification on the drawings of the locations of the trail markers. 10) There are 8 existing wood benches on the existing Red trail. Any bench which will no longer be on the active West, Central or East trails shall be relocated from its previous position on the Red trail to a location on the new trail. The actual location of the benches shall be determined in the field. 11) To the maximum extent possible, the trails shall be designed in a manor to minimize cutting into the grade and maximize the filling of the base. 12) All appropriate permits shall be obtained as required by the City of Milton. 13) If applicable additional design modification and erosion control measures are required by the Georgia Soils and Water Conservation Commission, the work will be billed hourly and is not included in this proposal. Changes in the scope of work shall be billed at the rate of $110.00/hour for office work and $150.00/hour for field work. An initial payment of 10% of the contract value shall be due at the signing of the contract. Work shall be completed in eight weeks. Drawings and electronic media shall be delivered to the City of Milton City Hall. 1 2 7 3 4 5 6 8 Amphitheate r 9 1 0 C o p p e r S a n d y Creek Providence Park PPrroovviiddeenncceePP aarrkk DD rriivv ee NNoorrtthhBBrrooookksshhaaddeePPaarrkkwwaayy9 9 0 1000 108010801 0 9 0 106010201020 1 0 2 0 1020 1080 1050 1000 10701010 1010 101010101010 10301 0 3 0 1030 1030 103010301 0 7 0 1060 1060106010001000 1 0 0 0 1000 10801 060 1 0 5 0 1 0 5 0 10501 0 5 0990990 990 9 9 0 9 9 0 1070 1070 10701060 1060 1 0 4 01040 1040104010401 0 4 0 1050105010505 0 100 20050 Feet Red Trail 0.5 mile loop Blue Trail 0.75 mile loop L a k e P r o v i d e n c e 1 in ch = 250 feet Future West Trail Future East Trail Future Central Trail EXHIBIT “B” 7/31/2019 Manry & Heston, Inc P.O. Box 49607 Atlanta GA 30359 Lisa Reichle (770)939-3231 (770)939-8978 lreichle@manryheston.com Brumbelow-reese And Assoc Inc 13685 Highway 9 N Milton GA 30004-3616 Central Mutual Insurance Co.20230 19-20 A X X X X Y CLP 7888590 5/24/2019 5/24/2020 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 A WC 7888591 5/24/2019 5/24/2020 X 100,000 100.000 500,000 A Business Personal Property CLP 7888590 5/24/2019 5/24/2020 LIMIT 195,000 SPECIAL/REPLACEMENT COST PROVIDENCE PARK TRAILS-SURVEY AND CONSTRUCTION DRAWINGS ADDITIONAL INSURED WHEN REQUIRED BY WRITTEN CONTRACT: CITY OF MILTON. "THIS CERTIFICATE OF INSURANCE REPRESENTS COVERAGE CURRENTLY IN EFFECT AND MAY OR MAY NOT BE IN COMPLIANCE WITH ANY WRITTEN CONTRACT." CITY OF MILTON, GEORGIA 2006 HERITAGE WALK MILTON, GA 30004 honor.motes@cityofmiltonga.us Randy Doty/LR The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) STATE OF ra i COUNTY OF Fuji EXHIBIT "C" 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: Federal Work Authorization User Identification Number io/i2/zo�I Date of Authori Brumbelow-Reese and Associates, Inc. Name of Contractor Surve�g Services and Construction Drawings — Providence Park Trails Name of Project City of Milton, Georgia Name of Public Employer I hereby declare under penalty of perj ury that the foregoing is true and correct. Executed on Aq6. i3 , 20 in L �o/ti/ (city(state). Signature of uthorized Officer or Agent �Zo OAlzry /-r Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE � 3+h DAY OF U 320 Imo. NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: a` FEB.N, 26� • 2019 . oaf'.• CO G Iq RY PV��`�� ��� EXHIBIT “D” STATE OF _____________ COUNTY OF ___________ SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Brumbelow-Reese and Associates, Inc. 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 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 Surveying Services and Construction Drawings – Providence Park Trails 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 “E” 1. Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, Consultant shall make available to the City, the Georgia Department of Natural Resources, the United States Inspectors General, the Comptroller General of the United States, the Federal Highway Administration and the United States Department of Transportation, and their representative(s), for examination all records with respect to all matters covered by this Agreement. The Consultant will permit the City or City’s representative(s) to audit, examine, and make excerpts or transcripts from such records. 2. DBE Compliance. a. If Consultant subcontracts any portion of the Work, it must take the following affirmative steps to encourage participation by minority businesses, women's business enterprises, and labor surplus area firms: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. b. Contract Assurance: The Consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the City deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the Consultant from future bidding as non-responsible. Each subcontract Consultant signs with a subcontractor must include the assurance in this paragraph. c. Prompt Payment: The Consultant agrees to pay each subcontractor (if any) under this Agreement for satisfactory performance of its contract no later than 30 days from the receipt of each payment the Consultant receives from the City. The Consultant agrees further to return retainage payments (if any) to each subcontractor within 30 days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and non-DBE subcontractors. 3. Nondiscrimination. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the “Consultant”), agrees as follows: a. Compliance with Regulations: The Consultant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities (see Section 4 below), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. b. Nondiscrimination: The Consultant, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Consultant of the Consultant’s obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. d. Information and Reports: The Consultant will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Highway Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant will so certify to the City or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of a Consultant’s noncompliance with the nondiscrimination provisions of this Agreement, the City will impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Consultant under the Agreement until the Consultant complies; and/or b. Cancelling, terminating, or suspending the Agreement, in whole or in part. f. Incorporation of Provisions: The Consultant will include the provisions of paragraphs a-f in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Consultant will take action with respect to any subcontract or procurement as the sponsor or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Consultant may request the City to enter into any litigation to protect the interests of the City. In addition, the Consultant may request the United States to enter into the litigation to protect the interests of the United States. 4. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the "Consultant") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, ( 49 USC § 4 71, Section 4 7123 ), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U .S.C. 1681 et seq). 5. Environmental Compliance. Consultant agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC § 740-7671q) and the Federal Water Pollution Control Act as amended (33 USC § 1251-1387). The Consultant agrees to report any violation to the City immediately upon discovery. 6. Lobbying Certifications. By entering into the Agreement, the Consultant certifies, to the best of his/her/its knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Consultant, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Consultant shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. c. The Consultant shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. d. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 7. Energy Conservation. Consultant agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan (if any) issued in compliance with the Energy Policy and Conservation Act (42 USC 6201et seq). Consultant shall require any subcontractors to comply with these standards and policies. 8. Debarment and Suspension. The Consultant agrees to comply, and assures the compliance of each subcontractor, lessee, third party contractor, or other participant at any tier, with Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. Part 180. The Consultant agrees to, and assures that its subcontractors, lessees, third party contractors, and other participants at any tier will, review the “Excluded Parties Listing System” at http://www.sam.gov/portal/public/SAM/ before entering into any subagreement, lease, third party contract, or other arrangement in connection with this Agreement. 9. FLSA Compliance. This Agreement incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time workers. The Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The Consultant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. 10. OSHA Compliance. This Agreement incorporates, and all subcontracts of Consultant must incorporate, by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The Consultant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Consultant retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Consultant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. 11. Certification Regarding Tax Delinquency and Felony Convictions. By entering into this Agreement, the Consultant certifies the accuracy of the following two statements: (1) The Consultant represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (2) The Consultant represents that it is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. 12. Fly America. To the extent, if any, that the Agreement requires international air transportation of any individuals involved in or property acquired for the project, Consultant agrees that all such air transportation shall be provided by U.S.-flag air carriers to the extent such service is available, in compliance with section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. GSA regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 through 301-10.143. 13. Texting When Driving. In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Department of Transportation encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant. In support of this initiative, the City encourages the Consultant to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Consultant must include the substance of this clause in all sub-tier contracts exceeding $3,500 that involve driving a motor vehicle in performance of work activities associated with the project. Requisition Total: $17,000 Vendor DBA: Brumbelow-Reese and Associates, Inc. Other quotes or bids submitted (vendor/$): NA Financial Review: Bernadette Harvill, August 13, 2019 Legal Review: Sam VanVolkenburgh – Jarrard & Davis August 9, 2019 Concurrent Review: Steven Krokoff, City Manager Attachment: 1) Professional Services Agreement with Brumbelow-Reese and Associates, Inc. for Surveying Services and Construction Drawings for Providence Park Trails TO: FROM: MILTON, k ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: August 14, 2019 Steven Krokoff, City Manager AGENDA ITEM: Approval of an Agreement between the City of Milton and International DataBase Corp. (dba BidNet) for a Contract Management Database. MEETING DATE: Monday, August 19, 2019 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (,VA' PPROVED () NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (.K'ES () NO CITY ATTORNEY REVIEW REQUIRED: (4,"%ES () NO APPROVAL BY CITY ATTORNEY: (),,,APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: ovi 1q) ui"-i 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmilfonga.us 0000 To: Honorable Mayor and City Council Members From: Bernadette Harvill, Finance Director Date: Submitted August 13, 2019 for the August 19, 2019 Regular City Council Meeting Agenda Item: Approval of an Agreement between the City of Milton and International DataBase Corp. (dba BidNet) for a Contract Management Database. Department Recommendation: Approval. Executive Summary: This request is for an additional module to the City’s current procurement database. This contract management tool will allow staff to maintain a single file for all documents related to the same contract including addendums and staff/vendor communication. In addition, the database allows for a system of notifications and alerts about renewal periods, missing documentation, and termination dates that our current document storage solution does not provide. There would be an annual maintenance agreement of $3,000 for these enhanced capabilities. Procurement Summary: Purchasing method used: Multi Year Contract Account Number: 100-1510-523850103 Requisition Total: FY19 $250.00 FY20 $3,000 Vendor DBA: Other quotes or bids submitted (vendor/$): BidNet Financial Review: Honor Motes, August 12, 2019 Legal Review: Sam VanVolkenburgh, July 16, 2019 Concurrent Review: Steve Krokoff Attachment: Agreement Master Agreement Contract: MA20181030.1 THIS MASTER AGREEMENT ("AGREEMENT") GOVERNS YOUR ACCESS TO AND USE OF THE BIDNET CONTRACTS MODULE AND THE RETENTION OF PROFESSIONAL SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY SIGNING THIS AGREEMENT OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT (I) YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. IF EITHER YOU OR SUCH ENTITY DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES. YOU MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE OUR DIRECT COMPETITOR, EXCEPT WITH OUR PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS OR USE THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. THE "EFFECTIVE DATE" OF THIS AGREEMENT SHALL BE THE DATE OF YOUR ACCEPTANCE OF THE AGREEMENT OR THE LATTER DATE THIS AGREEMENT IS SIGNED BY YOU OR US, AS THE CASE MAY BE. 1. DEFINITIONS "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. "Non-BidNet Applications" means online applications and offline software products provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services. "Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Your or Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference. "Professional Services" shall mean work performed by Us for You pursuant to a Statement of Work under this Agreement. "Purchased Services" means Services that You or Your Affiliates purchase under an Order Form "Services" means the products and services that are ordered by You under an Order Form and made available by Us online via the customer login link designated by Us, including associated offline components, as described in the User Guide. "Services" exclude Non-BidNet Applications. "Statement of Work" shall mean Our standard form for ordering Professional Services, which has been completed and executed by both parties, and which specifies the scope and schedule of Professional Services to be performed by Us for You and the applicable fees. Each Statement of Work entered into hereunder shall be governed by the terms of this Agreement. "User Guide" means the online user guide for the Services, accessible on login, as updated from time to time. Page 1 of 12 Contract: MA20181030.1 "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. "We," "Us" or "Our" means the company described in Section 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction). "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services. 2. PURCHASED SERVICES 2.1 Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 2.2 User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions there under, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. 3. PROFESSIONAL SERVICES 3.1 Statements of Work. From time to time, Us and You will negotiate and issue statements of work for the development and provision of Professional Services, which shall be subject to the payment of additional fees as set forth in the statement of work. Such statements of work shall not be binding upon either Party until signed by a duly authorized representative of each of the Parties. Each statement of work shall be consecutively numbered by Us and will reference this Agreement. Once a statement of work has been signed, it will form an integral part of this Agreement. 3.2 Contract Property. We hereby grant You a worldwide, perpetual, non-exclusive, non -transferable, royalty -free license to use for its internal business purposes anything developed by Us under a Statement of Work for You under this Agreement. The Contract Property is not "work for hire" and We shall retain all ownership rights to the Contract Property. 3.3 License for Customer Background IPR. For any information, design, specification, instruction, software, data or material furnished by You to Us or any of Our affiliates ("Customer Supplied Materials"), We and Our affiliates are hereby granted a non-exclusive, royalty -free, worldwide license for the term of this Agreement to make, use, reproduce and otherwise exploit such Customer Supplied Materials, but only to the extent such license is necessary to permit Us to provide the Professional Services requested by You (including Customer Entities) pursuant to this Agreement. 4. USE OF THE SERVICES 4.1 Our Responsibilities. We shall: (i) provide support based on the support package purchased for the Purchased Services to You, and (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our Page 2 of 12 ■ Contract: MA20181030.1 reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks. 4.2 Our Protection of Your Data. We shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data except to the extent required to provide the Services, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. 4.3 Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third -party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks. 4.4 Usage Limitations. In the event that We opt to impose Services limitations on all customers, such as but not limited to disk storage space, application programming interface calls, We will use reasonable endeavours to provide at least 3 months written notice of such limitations to You. We will also provide real-time information to enable You to monitor Your compliance with such limitations. 4.5 Acquisition of Non-BidNet Products and Services. We or third parties may from time to time make available to You third -party products or services, including but not limited to Non-BidNet Applications and implementation, customization and other consulting services. Any acquisition by You of such Non-BidNet products or services, and any exchange of data between You and any Non-BidNet provider, is solely between You and the applicable Non- BidNet provider. We do not warrant or support Non-BidNet products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in an Order Form. Subject to Section 4.7 (Integration with Non-BidNet Services), no purchase of Non-BidNet products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection. 4.6 Non-BidNet Applications and Your Data. If You install or enable Non-BidNet Applications for use with Services, You acknowledge that We may allow providers of those Non-BidNet Applications to access Your Data as required for the interoperation of such Non- BidNet Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non- BidNet Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non- BidNet Applications for use with the Services. 4.7 Integration with Non- BidNet Services. The Services may contain features designed to interoperate with Non- BidNet Applications. To use such features, You may be required to obtain access to such Non- BidNet Applications from their providers. If the provider of any such Non- BidNet Application ceases to make the Non- BidNet Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation. Page 3 of 12 Contract: MA20181030.1 5. FEES AND PAYMENT 5.1 Purchased Services. You shall pay all Fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non -cancellable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the applicable Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. 5.2 Professional Services. You shall pay all Fees for Professional Services as specified in each Statement of Work according to the payment terms outlined. Unless otherwise expressly stated in the applicable Statement of Work, Professional Services are performed for a fixed amount. 5.3 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Professional Services will be invoiced based on terms outlined in the Statement of Work. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Unless otherwise stated, invoiced charges are due net 30 day(s) from the invoice date. 5.4 Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on prepayment or payment terms shorter than those specified in Section 5.3 (Invoicing and Payment). 5.5 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days' prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You. 5.6 Payment Disputes. We shall not exercise Our rights under Section 5.4 (Overdue Charges) or 5.5 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. 5.7 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate Page 4 of 12 Contract: MA20181030.1 taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. 6. PROPRIETARY RIGHTS 6.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 6.2 Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. 6.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein. 6.4 Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. 6.5 Suggestions. We shall have a paid-up, royalty -free, worldwide, irrevocable, perpetual, transferable, sub -licensable license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Your Users, relating to the operation of the Services. 6.6 Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. 7. CONFIDENTIALITY 7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, Statements of Work as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed Page 5 of 12 Contract: MA20181030.1 to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form, Statement of Work to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent. 7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 8. WARRANTIES AND DISCLAIMERS 8.1 Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) subject to Section 4.7 (Integration with Non-BidNet Services), the functionality of the Services will not be materially decreased during a subscription term, (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart, if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code, and (v) Professional Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.4 (Termination for Cause) and Section 11.5 (Refund or Payment upon Termination) below. 8.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do SO. 8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GIVES ANY WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8.4 Non -GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non -GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non -GA Services will be clearly designated as beta, pilot, limited release, developer preview, non- production or by a description of similar import. Non -GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON -GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO Page 6 of 12 Contract: MA20181030.1 EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. We may discontinue Non -GA Services at any time in Our sole discretion and may never make them generally available. 9. MUTUAL INDEMNIFICATION 9.1 Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court - approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under "Our Warranties" above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days' written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. We shall have no liability for any Claim of infringement or misappropriation to the extent that (i) the Material is based on specifications provided by You, (ii) such Claim is based upon Your use of a superseded or altered version of some or all of the Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered release of the Material which was provided to You, or (iii) the Material is used outside the scope of any right or license granted in respect to such Material. 9.2 Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court -approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. 9.3 Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section. 10. LIMITATION OF LIABILITY 10.1 Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT). Page 7 of 12 Contract: MA20181030.1 10.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 11. TERM AND TERMINATION 11.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. 11.2 Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non- renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time. 11.3 Term of Professional Services. Professional Services shall commence on the latter date set forth in the Statement of Work. 11.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 11.5 Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination. 11.6 Termination for Material Breach. Either party may terminate any Statement of Work hereunder if the other party is in material breach of this Agreement or such Statement of Work and has not cured such breach within thirty (30) days of written notice specifying the breach. Consent to extend the cure period shall not be unreasonably withheld, so long as the breaching party has commenced cure during the thirty (30) day period and is pursuing such cure diligently and in good faith. 11.7 Failure to Make Payment. Notwithstanding anything in this Section 6 to the contrary, if You fail to make payment on any due date, We shall have the right to suspend Professional Services hereunder and, if such failure to make payment has not been cured within thirty (30) days of the due date, upon written notice terminate this Agreement and any or all outstanding Statements of Work hereunder. Page 8 of 12 Contract: MA20181030.1 11.8 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party enters into insolvency or bankruptcy proceedings of any sort. 11.9 Effect of Termination. Termination of this Statement of Work hereunder shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Customer of its obligation to pay all charges and expenses accruing prior to such termination. The parties' rights and obligations under Sections 4 and 5 (to the extent appropriate) shall survive termination of this Agreement and/or any Statement of Work hereunder. 11.10 Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30 -day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. 11.11 Surviving Provisions. Section 5 (Fees and Payment), 6 (Proprietary Rights), 7 (Confidentiality), 8 (Warranties and Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.5 (Refund or Payment upon Termination), 11.10 (Return of Your Data), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement. 12. GENERAL 12.1 Cooperation; Delays. Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Professional Services and acknowledges that delays may otherwise result. You agrees to provide, or provide access to, the following: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from its employees and agents, continuous administrative access to its BidNet account, coordination of onsite, online and telephonic meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services. You are also responsible for the following: (i) assigning a dedicated internal project manager for each Statement of Work to serve as a single point of contact for Us; (ii) defining and maintaining its business objectives and requirements that will guide its use of the BidNet application; (iii) reviewing customizations made to BidNet application for conformance with relevant requirements; (iv) except where the relevant Statement of Work provides otherwise, training its users generally in the use of the BidNet application; and (v) administering the BidNet application generally for its own internal business purposes. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties under this Agreement. Either party may suspend performance hereunder immediately upon written notice should the other party's employees or agents fail to act accordingly. Except where the relevant Statement of Work provides otherwise, scheduling of Our resources must be agreed to no later than ten (10) business days prior to the date work is scheduled to begin. Subsequent scheduling of changes requested by You may result in additional fees. Delays caused by You under a Statement of Work to which We have dedicated resources and begun work will be billed to You as follows: (i) offsite planned resources will be billed at 50% of the planned hours during the period of the delay; and (ii) onsite planned resources will be billed at 100% of the planned hours during the period of the delay (maximum of 8 hours per business day). Delays caused by You that exceed ten (10) business days shall entitle Us to terminate the relevant Statement of Work for cause immediately upon written notice. Page 9of12 Contract: MA20181030.1 12.2 Acceptance. Upon completion of each deliverable under a Statement of Work, We will provide a complete copy thereof to You and, upon request, demonstrate to You its functionality in conformance with the relevant specifications. You are responsible for conducting any additional review or testing of such deliverable pursuant to any applicable acceptance criteria or test suites agreed upon by the parties for such deliverable. If You, in reasonable and good faith judgment determines that any submitted deliverable does not meet the applicable functional requirements set forth for such deliverable in the relevant Statement of Work, You must notify Us within ten (10) business days after Our submission of the deliverable to give written notice to Us specifying any deficiencies in detail. We shall use commercially reasonable efforts to promptly cure any such deficiencies within twenty (20) business days of such notice and then resubmit the deliverable for further review and acceptance testing in the same manner. Should any deliverable fail to satisfy the applicable functional requirements after the second resubmission of such deliverable to You, You may (i) again reject the deliverable and return it to Us for further cure and resubmission; or (ii) terminate the relevant Statement of Work for cause immediately upon written notice and recover all Professional Services fees associated with such deficient deliverable. Notwithstanding the foregoing, in the event the applicable functional requirements as stated in the Statement of Work are subsequently determined by the parties to be inappropriate or to require modification due to changed circumstances, incorrect assumptions or other reasons at the time of actual delivery and testing of a deliverable, the parties shall cooperate in good faith to appropriately modify such requirements. You shall provide Us a written acceptance of each deliverable promptly upon acceptance. Failure to reject a deliverable within the applicable acceptance period shall be deemed acceptance of such deliverable. 12.3 Changes to Scope. Any changes to the scope of work under a Statement of Work shall be made by written change order or amendment to the Statement of Work signed by an authorized representative of each party prior to implementation of such changes. 13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION 13.1 General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, are as follows. If You are You are Notices should be The governing law is: The courts domiciled in: contracting with: addressed to: ** having exclusive jurisdiction are All Countries BidNet, a New York Attn: VP Operations New York New York Corporation 1305 Mall of Georgia Blvd. Suite 190 Buford, GA 30519 13.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing -related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You. Page 10 of 12 BidNetef Contract: MA20181030.1 13.3 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. 13.4 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or any infringement, misappropriation or breach in respect to either party's intellectual property rights, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. 13.5 Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labor problems (other than those involving the employees of the affected party), or delays involving hardware, software or power systems not within a party's possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance. 14. GENERAL PROVISIONS 14.1 Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States, Canada and other jurisdictions. Each party represents that it is not named on any U.S, or Canadian government denied -party list. You shall not permit Users to access or use Services in a U.S. or Canadian -embargoed country or in violation of any U.S. or Canadian export law or regulation. You shall not use the Service or any related information for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. 14.2 Anti -Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (legal(a)mediagrifcom). 14.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 14.4 No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 14.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 14.6 Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 5.3 (Invoicing and Payment). 14.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms and Statements of Work), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non - Page 11 of 12 BidNeter Contract: MA20181030.1 assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms and Statements of Work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form or Statement of Work, the terms of such exhibit, addendum, Order Form or Statement of Work shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms and Statements of Work) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives ACCEPTED AND AGREED TO: Signature Printed Name Title & Organization Address Date ACCEPTED AND AGREED TO: International DataBase Corp (dba BidNet) By: / i1 / Signature Date Dan Ansell Printed Name Vice President Title & Organization Service Provider Address Page 12 of 12 1. Priority of Supplement: This Supplement is attached to the Master Agreement (the "Agreement") between the City of Milton, Georgia ("Customer") and International DataBase Corp (dba BidNet) (`BidNet"). The provisions of the Supplement control over any contrary provisions found in the Agreement and any other documents that are incorporated by reference into the Agreement. 2. Indemnification: To the extent Customer is required to indemnify BidNet pursuant to the Agreement or any document incorporated into the Agreement by reference, Customer agrees to indemnify only to the extent allowed by Georgia law. 3. Choice of Law; Venue: This Agreement shall be governed by the law of the State of Georgia without regard to choice of law principles. Exclusive venue for any dispute involving the Agreement shall be the courts serving the City of Milton, Georgia. 4. Statutory Auto -Termination and Renewal: As required by O.C.G.A. § 36-60-13, the Agreement shall terminate absolutely and without further obligation on the part of Customer on September 30 each fiscal year of the term, and the Agreement shall automatically renew on October 1 of each subsequent fiscal year of the term, absent Customer's provision of written notice of non -renewal to BidNet at least thirty days prior to the end of the then -current fiscal year. Title to any supplies, materials, equipment, or other personal property (to the extent any title transfers pursuant to the Agreement) shall remain in BidNet until fully paid for by Customer. Termination shall not entitle Customer to any refunds of fees paid as of the date of termination. No Charges Unless in Writing: The total fees to be paid by Customer are as set forth in the Order Form and no additional charges for Services shall be due unless agreed to in advance, in writing, by an authorized representative of Customer. 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, BidNet agrees that, during performance of this Agreement, BidNet, 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, BidNet 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. Ethics: BidNet certifies that to the best of its lowledge no circumstances exist which will cause a conflict of interest in performing the work. BidNet and Customer acknowledge that it is prohibited for any person to offer, give, or agree to give any City of Milton employee or official, or for any City of Milton employee or official to solicit, demand, accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefor. BidNet and Customer further acknowledge that it is prohibited for any payment, gratuity, or offer of employment to be amide by or on behalf of a sank -consultant under a contract to the prime contractor or higher tier sub -contractor, or any person associated therewith, as an inducement for the award of a subcontract or order. 8. Sovereign Immunity: Indemnification: Nothing contained iu this Agreement shall be construed to be a waiver of Customer's sovereign immunity or any individwil's Qualified, good faith or official immunities. 9. Confidentiality Compliance with the Georgia Open Records Act: No confidentiality requirement in the Agreement shall impose any obligation inconsistent with the rights and duties created by the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.). `Ile parties agree and acknowledge that the Agreement terms shall not be confidential, as the Agreement must be approved during, and spread upon the minutes of, a public meeting of the Milton City Council. Agreed to by: CAV or lVift®mi (Cnatomex) Joe Lockwood, Mayor Attest: Sudie Gordon, City Clerk Approved as to form: City Attorney RVepn to®naD 10atase C©r10 By: Dtll Print Name: Mack Eigenbauer President !!{\w &,a3§ �!()j { i/3!{ Jf2;f }\k\\ e\§;i 7© \\ \!\// -� !\®\ !/`;(§ 0 ca \ \)0 )2}\/ §;— s �jy 0 7 # oQ,3y« §2r |k777 §)aR J■0Gw ! >W, !!{\w &,a3§ �!()j i/3!{ Jf2;f }\k\\ e\§;i Eo �\\\\ \j)ƒ( \!\// »[;/( !\®\ !/`;(§ f,42; \\{\k )2}\/ §;— s �jy 0 7 # MILTON% ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 14, 2019 a FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Wolverton & Associates, Inc. for Emergency Pre-emption Traffic Signal for SR 9 Public Safety Complex. MEETING DATE: Monday, August 19, 2019 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (jKAPPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: (-�IYES () NO CITY ATTORNEY REVIEW REQUIRED: (,,'*'YES () NO APPROVAL BY CITY ATTORNEY. VAPPROVED (J NOT APPROVED PLACED ON AGENDA FOR: of. !, I I "`" -1 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: Sara Leaders, PE, Transportation Engineer Date: Submitted on August 12, 2019 for the August 19, 2019 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Wolverton & Associates, Inc. for Emergency Pre-emption Traffic Signal for SR 9 Public Safety Complex _____________________________________________________________________________________ Project Description: With the construction of the SR 9 Public Safety Complex, a design and Georgia Department of Transportation permit is needed for an emergency pre- emption traffic signal. The design includes signal layout, quantities for installation, and fiber optic/wireless communication plan for connecting the signal to the buildings. Procurement Summary: Purchasing method used: Professional Services Account Number: 300-1565-541300100 Requisition Total: $15,900 Vendor DBA: Wolverton & Associates, Inc. Financial Review: Bernadette Harvill, August 14, 2019 Legal Review: Jarrard & Davis, LLP – Sam VanVolkenburgh, July 26, 2019 Attachment(s): Professional Services Agreement 'I M1 LTONESTABLI5IIED 2006 PROFESSIONAL SERVICES AGREEMENT — SHORT FORM Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan — SR 9 at Cambridge High School Road, Milton GA This Professional Services Agreement ("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, located at 2006 Heritage Walk, Milton, Georgia 30004 (hereinafter referred to as the "City"), and Wolverton & Associates, Inc. a Georgia Corporation having its principal place of business at 6745 Sugarloaf Parkway, Suite 100, Duluth, Georgia 30097 (herein after referred to as the "Consultant"), collectively referred to herein as the "Parties." WITNESSETH: WHEREAS, City desires to retain a consultant to provide services in the completion of a Project (defined below); and WHEREAS, Consultant has represented that it is qualified by training and experience to perform the Work (defined below) and desires to perform the Work under the terms and conditions provided in this Agreement; and 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: Section 1. 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" — Scope of Work Exhibit `B" — Insurance Certificate Exhibit "C" — Contractor Affidavit Exhibit "D" — Subcontractor Affidavit In the event of any discrepancy in or among the terms of the Agreement and the Exhibits hereto, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. Section 2. The Work. A general description of the Project is as follows: provide a traffic signal design and Fiber Optics Communication Plan for the emergency pre-emption traffic signal located on SR 9/Cumming Highway just north of Cambridge High School Road in Milton, Georgia, (the "Project"). 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 "A", attached hereto and incorporated herein by reference. Unless otherwise stated in Exhibit "A", 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. Section 3. Contract Term,• Termination. 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, which shall not impose delays on the progress of the Work. 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 six months from the Notice to Proceed (provided that certain obligations will survive termination/expiration of this Agreement). City may terminate this Agreement for convenience at any time upon providing written notice thereof to Consultant. Provided that no damages are due to City for Consultant's breach of this Agreement, City shall pay Consultant for Work performed to date in accordance with Section 5 herein. Section 4. Work Clianges. Any changes to the Work requiring an increase in the Maximum Contract Price (defined below) shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method of PaymejpLl The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $15,900.00 (the "Maximum Contract Price"), except as outlined in Section 4 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 a flat fee per project as set forth in Exhibit "A". 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. 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. No payments will be made for unauthorized work. 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 required by the Agreement or requested by City to process the invoice. Invoices shall be submitted monthly on the basis of work progress. At least ten percent of the total value of each project shall be invoiced after completion and delivery of all deliverables. Section 6. Covenants of Consultant. A. _Licenses, Certification and Permits. 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. Consultant shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. B. Expertise of Consultant; 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. City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Consultant's performance. Consultant acknowledges and agrees that the acceptance or approval 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 and shall not relieve Consultant of the responsibility for adequacy, fitness, suitability, and correctness of Consultant's Work under professional and industry standards. C. Consultant's Reliance on Submissions by City. Consultant must have timely 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. D. Consultant's Representative: Meetings. Steve Bitney 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. Consultant shall meet with 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. E. 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 the City. F. Responsibilitx of Consultant and Indemnification of City. Consultant covenants and agrees to take and assume responsibility for the Work rendered in connection with this Agreement. Consultant shall bear all losses and damages directly resulting to it and/or City on account of the negligent performance of the Work rendered pursuant to this Agreement. Consultant shall indemnify and hold harmless City and City's elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, and volunteers (individually an "Indemnified Party" and collectively "Indemnified Parties") from and against judgments, injuries, damages, losses, costs, expenses and liability, including but not limited to 2 attorney's fees and costs of defense arising out of the legal liability of services provided ("Liabilities"), to the extent caused by a willful or negligent act or omission arising out of the Work, performance of contracted services, or operations by Consultant, any subcontractor, or anyone directly or indirectly employed by Consultant or subcontractor; 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 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. This obligation to indemnify 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. G. 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. 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 and payment of consultants, agents or employees to complete the Work, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. 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. 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. 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. H. Insurance. Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance of the types and amounts approved by the City, as shown on Exhibit `B", attached hereto and incorporated herein by reference. Consultant shall also ensure that any subcontractors are covered by insurance policies meeting the requirements specified herein and provide proof of such coverage. As it relates to any general liability, automobile liability or umbrella policies, and except where such requirement is specifically waived in writing by the City, Consultant shall ensure that its insurer waives all rights of subrogation against the City for losses arising from Consultant's Work and that the City and its officials, cmployccs or agents are named as additional insureds. I. 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 "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 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 "C", 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 (IBCA), 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 Exhibit "D", 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 3 to City within five (5) business days of receipt from any subcontractor. 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. 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.] 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. J. 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. 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. K. 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. L. 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. M. Ownershio 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 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. N. 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. O. Consultants Assisting with Procurement. As required by O.C.G.A. § 36-80-28, if the Agreement requires the Consultant to prepare, develop, or draft specifications or requirements for a solicitation (including bids, requests for proposals, procurement orders, or purchase orders) or to serve in a consultative role during a bid or proposal evaluation or 4 negotiation process: (a) the Consultant shall avoid any appearance of impropriety and shall follow all ethics and conflict- of-interest policies and procedures of the City; (b) the Consultant shall immediately disclose to the City any material transaction or relationship, including, but not limited to, that of the Consultant, the Consultant's employees, or the Consultant's agents or subsidiaries, that reasonably could be expected to give rise to a conflict of interest, including, but not limited to, past, present, or known prospective engagements, involvement in litigation or other dispute, client relationships, or other business or financial interest, and shall immediately disclose any material transaction or relationship subsequently discovered during the pendency of the Agreement; and (c) the Consultant agrees and acknowledges that any violation or threatened violation of this paragraph may cause irreparable injury to the City, entitling the City to seek injunctive relief in addition to all other legal remedies. Section 7. Miscellaneous. A. Entire A reement• Counterparts; 'Third PartRights. 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. 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. 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. B. Governing Law; Business License-, Proper Execution. 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 —Atlanta Division, and Consultant submits to the jurisdiction and venue of such court. During the Term of this Agreement, Consultant shall maintain a business license with the City, unless Consultant provides evidence that no such license is required. 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.). C. Captions and Severability. All headings herein are intended for convenience and case 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. D. Notices. All 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 first given above or at a substitute address previously furnished to the other Party by written notice in accordance herewith. E. Waiver; Sovereign Immunity., No express or implied 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. 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. F. A-ar eernent Construction and Interpretation: Invalidity of Provisions: Severability. Consultant represents that it has reviewed and become familiar with this Agreement and has notified City of any discrepancies, conflicts or errors herein. The Parties 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. 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. 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. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, City and Consultant have executed this Agreement, effective as of the Effective Date first above written. CONSULTANT: Wolverton & Associates, Inc. Signature: Print Name: Jose h R. Ma Tina, P.E. Title: Chief Operating Officer [CORPORATE SEAL] ►s►���'����r, (required if corporation) Gr1 �;SnC!,� qZ Attest/Witness: 3 : 1988 •2 4 • • Signature: f � * • i ►� ► Jeffre S. A ams, CPA ���'� �FORG�P .•'�� Print Name: Title: Chief Financial Officer CITY OF MILTON, GEORGIA By: Steven Krokoff, City Manager Attest: Signature: Print Name: _ Title: City Clerk Approved as to form: City Attorney 91 RATIFIED BY COUNCIL By: Joe Lockwood, Mayor [CITY SEAL] EXHIBIT "A" �v WOLVERTON May 14, 2019 Ms. Sara Leaders, PE, LSIT Interim Director - Transportation Milton City Hall 2006 Heritage Walk Milton, Georgia 30004 Subject: Emergency Pre-emption Traffic Signal SR 9 at Cambridge High School Road and Possible Fiber Optics Communication Plan Dear Sara: Wolverton & Associates, Inc. (Wolverton) is pleased to submit this proposal to complete the Emergency Pre-emption Traffic Signal at SR 9 and Cambridge High School Road and an Optional Fiber Optics Communication Plan. Wolverton reserves the right to review and subsequently revise this proposal in the event of any changes to the scope of services proposed below. The services are based on the following: I. PM Qct_ Descripiion Schedule, and Scope -_Emergency Pre-emption Traffic Signal: Wolverton will complete one (1) traffic signal design for the emergency pre-emption traffic signal located on SR 9/Cumming Hwy just north of Cambridge High School Rd. This work will include: o Using the base files from the GDOT Widening Project (PI 0007838) and the City of Milton Public Safety Complex • The emergency pre-emption traffic signal will be designed as if it will be installed prior to the completion of the GDOT Widening Project (PI 0007838). The base files for PI 0007838 will be incorporated to try and reduce impacts for this signal when PI 0007838 is built. Because the final plans for PI 0007838 have not been submitted, there could be changes in those plans that would cause impacts to the emergency pre-emption traffic signal. • It is assumed that the designers for the City of Milton Public Safety Complex site plans will make any necessary adjustments to SR 9 to accommodate the vehicles exiting the fire station (i.e.: striping, etc.). • It is assumed that the City will coordinate with the designers and GDOT for any necessary changes to the PI 0007838 plans to incorporate the new emergency pre- emption traffic signal into their plans. o Performing up to two (2) site visits o Design of proposed emergency pre-emption traffic signal meeting GDOT and City Specifications: • Traffic signal equipment layout (i.e.: strain poles, pullboxes, traffic signal cabinet, conduit, wiring, etc.) • Calculate necessary quantities for installation of traffic signal o Compiling Plans Set that Includes: • Cover Sheet • Traffic Signal General Notes Sheet ■ Traffic Signal Legend Sheet • Emergency Pre-emption Traffic Signal Design (see above) o If wireless communications will be used, this task will incorporate that design/ information Assumptions: o No traffic study is needed. o All files will be delivered to Wolverton in MicroStation (.dgn) format. 6745 Sugarloaf Pkwy., Suite 100 1 Duluth, Georgia 30097 1770.447.8999 1 wolvertoninc.com o All necessary utility information is provided in the PI 0007838 base files. Therefore, no utility submittals, 811 locates, or subsurface utility engineering information will be needed. o The emergency pre-emption traffic signal will be installed prior to the construction for PI 0007838. o Wolverton will not be developing a standalone signing and marking plan for the Emergency Pre-emption Traffic Signal Design. It is assumed that all signing and marking changes will be completed as part of the City of Milton Public Safety Complex plans set prior to Wolverton starting the Emergency Pre-emption Traffic Signal design. o The City will coordinate with the designers and GDOT for any necessary changes to the PI 0007838 plans to incorporate the new emergency pre-emption traffic signal into their plans. o This project will not follow the full GDOT PDP. Schedule: o Wolverton will respond to two (2) rounds of comments from the City of Milton and GDOT. City of Milton and GDOT reviews will happen concurrently. ■ Submit 60% Plans to City of Milton and GDOT 3 weeks from Notice -to -Proceed and receiving all necessary base files from both projects in MicroStation (.dgn) format + City of Milton and GDOT review the 60% Plans and respond with comments in 2 weeks + Submit 90% Plans to City of Milton and GDOT 2 weeks after receiving 60% Plans comments from both reviewing agencies • City of Milton and GDOT review the 60% Plans and respond with comments in 2 weeks Submit Final Plans to City of Milton and GDOT 2 weeks after receiving 90% Plans comments from both reviewing agencies II. Total Cost $11,500 III. Project Description, Schedule and Scope - Optional Fiber Optic Communications Plan: IV. Wolverton will develop Fiber Optic Communication Plans for the Emergency Pre-emption Traffic Signal located on SR 9/Cumming Hwy just north of Cambridge High School Rd. This work will include: a. Using PI 0007838 base files (i.e.: TOPO & UTLE), Wolverton will coordinate with the City to locate the existing fiber optic trunk line along SR 9. i. Assumes the emergency pre-emption traffic signal will be built prior to PI 0007838 being constructed. ii. The final plans for PI 0007838 have not been submitted, therefore, there could be changes in those plans that would cause impacts to the emergency pre-emption traffic signal. In turn, changes to the emergency pre-emption traffic signal could impact the fiber optic communication plans. b. Design of Proposed Fiber Optic Communication Plan: i. Specifying necessary cabinet equipment ii. Routing fiber optic drop cable as needed iii. Develop quantities c. Plans Set will include (in addition to the Emergency Pre-emption Traffic Signal): i. Fiber Optic Communication Design General Notes (if any) ii. Fiber Optic Communication Design (see above) V. Assumptions: a. All work will be within 2000' from the new Emergency Pre-emption Traffic Signal. If there is any work further than 2000' away from the Emergency Pre-emption Traffic Signal, another scope, schedule, and fee will be needed to accommodate that work. b. No Fiber Optic Trunk I..ine will be designed. c. This project will not follow the full GDOT PDP. W WOLVERTON I page 2 VI. Schedule: a. Wolverton will respond to two (2) rounds of comments from the City of Milton and GDOT. City of Milton and GDOT reviews will happen concurrently. i. Submit 60% Plans to City of Milton and GDOT 2 weeks from Notice -to -Proceed and receiving all necessary base files from both projects in MicroStation (.dgn) format ii. City of Milton and GDOT review the 60% Plans and respond with comments in 2 weeks iii. Submit 90% Plans to City of Milton and GDOT 1 weeks after receiving 60% Plans comments from both reviewing agencies iv. City of Milton and GDOT review the 60% Plans and respond with comments in 2 weeks v. Submit Final Plans to City of Milton and GDOT 1 weeks after receiving 90% Plans comments from both reviewing agencies vi. Note: If the Fiber Optic Communication Plan is created in conjunction with the Emergency Pre-emption Traffic Signal Design, the schedule for the Emergency Pre-emption Traffic Signal Design schedule will be followed. VII. Total Cost $4,400 Wolverton will begin immediately upon receipt of an NTP. This proposal was prepared with the intent of addressing your specific needs and concerns thus far identified and under the terms and conditions attached. Wolverton sincerely appreciates this opportunity and looks forward to serving your needs! Sincerely, WOLVERTON & ASSOCIATES, INC. ��v Steve Bifney, PE Practice rea leader \\ I iisportation W WOLVERTON I page 3 EXHIBIT `B" �� l,l IAI IVLUIIVG Lmumrl ACaRO" CERTIFICATE OF LIABILITY INSURANCE DAT F7/8/2 D/YYYY) 019 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 CONTACT NAME: Ames & Gough PHONE FAX 859 Willard Street (A/C, No, Ext): (617) 328-6555 (A+c, NO):(617) 328-6888 Suite 320 %&dl kss: boston@amesgough.com Quincy, MA 02169 INSURER(S) AFFORDING COVERAGE NAIC fE INSURER A: National Fire Insurance Company of Hartford AM) 20478 INSURED INSURER B: LM Insurance Corporation _ _ _ 336DO Wolverton &Associates, Inc. INSURER C: Continental Insurance Company A(XV) _ 35289 6745 Sugarloaf Parkway, Suite 100 INSURER D: The First Liberty Insurance Corporation 33588 Duluth, GA 30097 ENSURER E: New Hampshire Insurance Company 23841 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. tk TYPE OF INSURANCE A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I XJ OCCUR LAGGREGATE LIMIT APPLIES PER: POLICY � PRO- � LOC JECT POLICY NUMBER X I X Ii6014087067 AUTOMOBILE LIABILITY ix- ANY AUTO XX AS5-Z11-260446-018 OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X AUUTOS ONLYY C UMBRELLA LIAR � OCCURJ_� EXCESS LIAB CLAIMS -MADE X I X 6014087053 DED I Jl I RETENTION $ i' u,uuu D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN X �WC6-Z11-260446-028 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? 7 N / A (Mandatory in NH) If yes, describe under E Professional Liab E 10563 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) If Al box is checked, GL Endorsement Form #CNA75079XX, Auto Al 9CA20481013 to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. RE: Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan: SR9 at Cambridge High School Rd. City of Milton, Milton City Hall, 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 listed as an additional insured with respects to General, Auto and Umbrella Liability where required by written contract. General, Auto and Umbrella Liability are Primary & non-contributory. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions for General, Auto and Worker's Compensation policies. CERTIFICATEHOLDER City of Milton 2006 Heritage Walk Honor Motes, Procurement Manager Milton, GA 30004 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 S ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LIMITS 8/1/2018 (Ea accident)_ $ 1'000'000 8/1/2019 BODILY INJURY (Per person) $ 1'000' EACH OCCURRENCE $ 8/1/2018 8/1/2019 DAMAGE TO RENTED PREMISES (Ea occurrence) 500,000 $ $ 1'000'000 8/1/2018 E 15'000 8/1/2018 dTYt?AMAGE $ Pew MED EXP (Any one person) $ E 1'000'000 PERSONAL & ADV INJURY S 8/1/2019 AGGREGATE $ 15,000, GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) If Al box is checked, GL Endorsement Form #CNA75079XX, Auto Al 9CA20481013 to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. RE: Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan: SR9 at Cambridge High School Rd. City of Milton, Milton City Hall, 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 listed as an additional insured with respects to General, Auto and Umbrella Liability where required by written contract. General, Auto and Umbrella Liability are Primary & non-contributory. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions for General, Auto and Worker's Compensation policies. CERTIFICATEHOLDER City of Milton 2006 Heritage Walk Honor Motes, Procurement Manager Milton, GA 30004 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 S ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMBINED SINGLE LIMIT1,000, 8/1/2018 (Ea accident)_ $ 8/1/2018 8/1/2019 BODILY INJURY (Per person) $ 1'000' E. L. DISEASE - EA EMPLOYEE 1'000' BODILY INJURY (Per accident) S $ 1'000'000 8/1/2018 E 6,000,000 8/1/2018 dTYt?AMAGE $ Pew 10,000,000 E 15,000, EACH OCCURRENCE $ 8/1/2018 8/1/2019 AGGREGATE $ 15,000, DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) If Al box is checked, GL Endorsement Form #CNA75079XX, Auto Al 9CA20481013 to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. RE: Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan: SR9 at Cambridge High School Rd. City of Milton, Milton City Hall, 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 listed as an additional insured with respects to General, Auto and Umbrella Liability where required by written contract. General, Auto and Umbrella Liability are Primary & non-contributory. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions for General, Auto and Worker's Compensation policies. CERTIFICATEHOLDER City of Milton 2006 Heritage Walk Honor Motes, Procurement Manager Milton, GA 30004 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 S ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD X PER OTH- STATUTE I I ER 8/1/2018 8/1/2019 E.L. EACH ACCIDENT $ 1'000'0001 E. L. DISEASE - EA EMPLOYEE $ 1'000'000 E.L. DISEASE -POLICY LIMIT $ 1'000'000 8/1/2018 81112019 Per Claim 6,000,000 8/1/2018 8/1/2019 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) If Al box is checked, GL Endorsement Form #CNA75079XX, Auto Al 9CA20481013 to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. RE: Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan: SR9 at Cambridge High School Rd. City of Milton, Milton City Hall, 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 listed as an additional insured with respects to General, Auto and Umbrella Liability where required by written contract. General, Auto and Umbrella Liability are Primary & non-contributory. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions for General, Auto and Worker's Compensation policies. CERTIFICATEHOLDER City of Milton 2006 Heritage Walk Honor Motes, Procurement Manager Milton, GA 30004 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 S ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Primary and Noncontributory Insurance CNA75079XX (10-16) Policy No: 6014087067 Page 1" Effective Date: 08/01/18 Insured Name: CHA ConsulthInc. Copyright CNA AI! Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. j Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other Insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part_ However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Polic . CNA75079XX (10-16) Policv No: 6014087067 Page 2 Effective Date: 08/01/2018 Insured Name: CHA Consulting, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Eff: 8/1/2018-2019 Policy# 6014087067 (excerpt) Architects, Engineers and Surveyors General Liability Extension Endorsement limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000, limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): CNA74858XX (1-15) Page 16 of 17 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA It is understood and agreed that: CNA PARAMOUNT Policy Holder Notice - Countrywide If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75014XX (1-15) Policy No: 6014087067 Page 1 of 1 Endorsement No: Nat'l Fire Ins Co of Hartford Effective Date: 08/01/2018 Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. POLICY NUMBER_ AS5-Z11=260446-018 COMMERCIAL AUTO Eff: 8/1/18- 19 CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization where the named insured has agreed by written contract to include such person or organization as designated insured. Information required to complete this Schedule, if not shown above, will be shown in the D] ciarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Policy Number AS5-Z11-260446-018 Issued by National Fire Ins Co. A. Coverage I. Paragraph B.7. of SECTION IV -BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.3- Other Insurance in SECTION IV -BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following.- If ollowing: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: I. If the covered "auto" is not princinali"aragsd-and principally used in the United States. 2. To any "insured" who is not a f-egrdent of the United States. XXIII. WAIVI✓R OF SUBROGATION Paragraph A.5. in SECTION 1V - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 07 0713 © 2013 Liberty Mutual Insurance. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: AS5-Z11-260446-018 Issued By: National Fire Ins Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS1CoMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule dame of Other Person{s]I Email Address or mailing Nurnbel Organization(s): Notice: address: Days Per Schedule on File With Agent 60 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, If any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the firsf named insured. B- This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 0105 11 © 2011, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 'I Includes copyrighted material of Insurance Services Office, Inc. with its permission. CNA D. Coverage D - Key Employee Exclusions CNA Paramount Excess and Umbrella Liability With respect to Coverage D - Key Employee, this insurance does not apply to any actual or alleged: 1. Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. 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 h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: L find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No: CNA75504XX (03-2015) Policy No:6014087053 i Policy Page: 14 of 32 Policy Effective Date: 08/01/18 Underwriting Company: Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 26 of 56 ° Copyright CNA All Rights Reserved. C �A CNA Paramount Excess and Umbrella Liability iv. will cooperate with the Insurer in the investigation or settlement of the claim or defense against the suit; v. will assist the Insurer, upon its request, in the enforcement of any right against any person or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. O. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. 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, this insurance applies: Form No: CNA75504XX (03-2015) Policy No: 6014087053 Policy Page: 21 of 32 Policy Effective Date: 08/01/18 Underwriting Company: Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 33 of 56 ° Copyright CNA All Rights Reserved. CW, CNA Paramount Excess and Umbrella Liability 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transfer of Interest Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's 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 B. regarding web -sites, only that part of a web -site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. 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. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of Form No: CNA75504XX (03-2015) Policy No: 6014087053 Policy Page: 22 of 32 Policy Effective Date: 08/01/18 Underwriting Company: Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 34 of 56 ° Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policyholder Notice I I It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA75014XX (01-2015) Endorsement Effective Date: Endorsement No: Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 0 Copyright CNA All Rights Reserved. Policy No: 6014087053 Policy Effective Date: 08/1/2018 Policy Page: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in AK, NH and NJ Schedule Where required by contract or written agreement prior to loss and allowed by law. Issued by The First Liberty Insurance Corporation 27359 For attachment to Policy No. WC6-Z11-260446 -028 Effective Date 08/01/2018 Premium Issued to CHA Consulting, Inc. WC 00 03 13 ©1983 National Council on Compensation Insurance. Page 1 of 1 Ed. 04/01/1984 NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Schedule Name of Other Person(s) / Email Address or mailing address: Number Days Notice: Organization (s): Schedule on file with the N/A 60 Company All other terms and conditions of this policy remain unchanged. Issued by The First Liberty Insurance Corporation 27359 For attachment to Policy No. WC6-Z11-260446.028 Effective Date 08/01/2018 Premium Issued to CHA Consulting, Inc. WM 90 18 06 11 0 2011, Liberty Mutual Group. All Rights Reserved. Page 1 of 1 Ed. 06/01/2011 �1 EXHIBIT "C" STATE OI� �R.. � COUNTY OF LLanne.W 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: EEV 110645 Federal Work Authorization User Identification Number 4/1/2008 Date of Authorization Wolverton & Associates, Inc. Name of Contractor Emergency Pre-emption Traffic Signa! Design and Fiber Optics Communication Plan -- SR9 at Cambridge High School Road, Milton GA 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 54", 20 19 in �k IV +41 (city), (state). Signaturev of--Aulfi rized Officer or Agent Joseph R. Mac a, P.E. Chief Operating Officer Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF ffira usLA ., 20 19. ''"� �►►►•, N Y PUBLIC .► cot 4,1 �sT eti9 [NOTARY SEAL] r � ��• '0t,eoo o; z� My Comin'ssiorn Expires: ti's �' +��� ':',::••' •�� '"�,*eco �i t 1� oLo� o- ;t�`. 26 EXHIBIT “D” STATE OF GEORGIA COUNTY OF FULTON SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with Wolverton & Associates, Inc. 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 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 Emergency Pre-emption Traffic Signal Design and Fiber Optics Communication Plan - SR9 at Cambridge High School Road, Milton GA 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: _________________________________ " N/A" MitTofq% ESTABLISHED 2006 TO: FROM: AGENDA ITEM: MEETING DATE: CITY COUNCIL AGENDA ITEM City Council DATE: August 14, 2019 Steven Krokoff, City Manager Approval of Subdivision Plats. Monday, August 19, 2019 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (J , -APPROVED -APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES (,.)'NO CITY ATTORNEY REVIEW REQUIRED: () YES (�10 APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: (l`112ol 2006 Heritage Walk Milton, GA P: 678.242.25001 F: 678.242.2499 infoQ&dtyofmiltonga.us I www.dtyofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Parag Agrawal, Community Development Director Date: Submitted on August 13, 2019 for the August 19, 2019 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. 1. The James Rosenberger minor plat described herein consists of three existing parcels located at 15520, 15555, and 15560 Blakmaral Lane to be reconfigured. No new lots are being created. The size of the lots range from 3.037 acres to 10.802 acres. 2. The Nix Crossing minor plat described herein consists of a 5.14 acre parcel located at 910 Nix Road to be subdivided into 3 separate lots. Lot 3 meets the development standards for abutting an unpaved road including minimum lot area, lot width, and road frontage requirements along Nix Road. The size of the lots range from 1.00 to 3.04 acres. Funding and Fiscal Impact: None. Alternatives: Do not approve. Legal Review: None – not required. Consent Agenda Plats Staff Memo Page 2 of 7 Concurrent Review: Steven Krokoff, City Manager Attachment(s): Plat List, Location Map, Plats Name of Development / Location Action Comments / # lots Total Acres Density 1. James Rosenberger Lots LL 877 878 923 & 924 13520 13555 13560 Blakmaral Minor Plat Lot reconfiguration / 3 Lots 20.893 0.14 Lots / acre 2. Nix Crossing LL 452 & 485 910 NIX Road Minor Plat Create 3 Lots 5.14 .58 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 MILTON% ESTABLISHED 2006 TO: FROM: AGENDA ITEM: MEETING DATE: CITY COUNCIL AGENDA ITEM City Council DATE: August 15, 2019 Steven Krokoff, City Manager (��) 2019 Girls 18U and Boys 12U Summer USTA Junior Team Tennis City Champions Day. Monday, August 19, 2019 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 ( �<0 CITY ATTORNEY REVIEW REQUIRED: () YES (IN0 APPROVAL BY CITY ATTORNEY: () APPROVED () NOT APPROVED PLACED ON AGENDA FOR: C I �`tl Z� `) 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.u5 0000 2019 Girls 18U Summer USTA Junior Team Tennis 2019 Boys 12U Summer USTA Junior Team Tennis City Champions Day WHEREAS, The United States Tennis Association (USTA) is the national governing body for the sport of tennis and the recognized leader in promoting and developing the sport’s growth on every level in the United States with over 700,000 members; and WHEREAS, Both the Girls 18U team and the Boys 12U team play in the Atlanta USTA Junior Team Tennis Association in the Georgia / Southern section; and WHEREAS, The Girls 18U USTA Summer team which has been playing together for 10 years and is Captained and Coached by Mr. Terre O’Brien; and WHEREAS, The team captured the Summer USTA Division title and swept the playoffs without losing a match to win the USTA City Championship; and WHEREAS, The Boys 12U USTA Summer team which has been playing together for 2 years and is Captained by Ms. Charlotte Scandlen and Coached by Mr. Terre O’Brien; and WHEREAS, The Boys 12U team recorded an 82% games won over games lost win ratio on their way to capturing the Southern USTA Division title and swept through the playoffs to win the USTA City Championship. Now, therefore, we, the Mayor and City Council of the City of Milton, hereby dictate and proclaim Monday, August 19th as “2019 Girls 18U Summer USTA Junior Team Tennis 2019 Boys 12U Summer USTA Junior Team Tennis City Champions Day” in the City of Milton, Georgia. Given under our hand and seal of the City of Milton, Georgia on this 19th day of August 2019. _________________________________ Joe Lockwood, Mayor MILTON% ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 15, 2019 � i FROM: Steven Krokoff, City Manager C/� AGENDA ITEM: 2019 Mixed Winter A-4 Milton Tennis Center Atlanta Lawn Tennis Association (ALTA) City Champions Day. MEETING DATE: Monday, August 19, 2019 Regular City Council Meeting BACKGROUND INFORMATION: (Attach additional pages if necessary) See attached memorandum APPROVAL BY CITY MANAGER: (41APPROVED (J NOT APPROVED CITY ATTORNEY APPROVAL REQUIRED: () YES (AO CITY ATTORNEY REVIEW REQUIRED: () YES (4.160 APPROVAL BY CITY ATTORNEY: () APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: Ili It 1 2006 Heritage Walk Milton, GA P: 678.242.2500 1 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us 0000 2019 Mixed Winter A-4 Milton Tennis Center Atlanta Lawn Tennis Association (ALTA) City Champions Day WHEREAS, The Atlanta Lawn Tennis Association (ALTA) is an internationally recognized organization supporting 80,000 members who play recreational tennis throughout the Metro Atlanta area; and WHEREAS, The Mixed A team has been playing together for four seasons at Milton Tennis Center; and WHEREAS, After making the playoffs the previous two seasons, the 2019 A-4 Winter Mixed Team went on to win the Division Title and the City Championship; and WHEREAS, The team Captained by Ms. Deborah Dean and Mr. Jerry Seay won the City Championship, coming down to the final line tied 2- 2 in matches before pulling out the last line to win the ALTA Mixed City Title; and WHEREAS, The team will be moving up to A-1 in the 2020 Winter ALTA season; and WHEREAS, This title represents the Milton Tennis Center’s 128th ALTA / USTA Division Title and the 42nd ALTA / USTA City Championship and this is the 4th Division Title and 4th City Championship for the City of Milton since 2018. Now, therefore, we, the Mayor and City Council of the City of Milton, hereby dictate and proclaim Monday, August 19th as “2019 Mixed Winter A-4 Milton Tennis Center Atlanta Lawn Tennis Association (ALTA) City Champions Day” in the City of Milton, Georgia. Given under our hand and seal of the City of Milton, Georgia on this 19th day of August 2019. _________________________________ Joe Lockwood, Mayor TO: FROM: MltTON'r ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: August 14, 2019 Steven Krokoff, City Manager AGENDA ITEM: Consideration of an Ordinance to Adopt Regulations of Small Wireless Facilities and Antennas in the Public Right of Way for the City of Milton, Georgia. MEETING DATE: Monday, August 19, 2019 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: (,4ES () NO CITY ATTORNEY REVIEW REQUIRED: (4'�ES () NO APPROVAL BY CITY ATTORNEY: (-�-APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: l► c 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: Ken Jarrard, City Attorney Date: Submitted on August 15, 2019 for Consent Agenda on the August 19, 2019 Regular City Council Meeting Agenda Item: Consideration of an Ordinance to Adopt Regulations of Small Wireless Facilities and Antennas in the Public Right of Way for the City of Milton _____________________________________________________________________________________ Department Recommendation: Approval. Executive Summary: The proposed ordinance governs small wireless facilities (commonly referred to as small cell) installed in the City right of way. The state legislature recently passed a bill, SB66, governing the installation and maintenance of such facilities in public right of way. The City’s ordinance largely mirrors the new state law, which becomes effective on October 1, 2019. However, portions of the state law contemplate the City adopting either an ordinance or resolution to adopt fees and rates associated with applications and installations of small wireless facilities. To that end, the ordinance establishes the maximum fines permitted under state law for any such installations in the City’s right of way. The ordinance also requires applicants to meet with the City at least 30 days prior to the submission of any application to inform the City of when the applicant expect so commence deployment of small wireless facilities and poles, the number of small wireless facilities and poles it expects to deploy during the 24 months after commencement, and the expected timing of such deployments. Although this is automatic for certain jurisdictions larger than the City, due to the City’s size, the City must affirmatively impose this requirement. Otherwise, the ordinance simply imposes the same requirements as set forth in state law, with City-specific requirements for submitting applications to the Public Works Department. Funding and Fiscal Impact: None. Alternatives: None. Page 2 of 2 Legal Review: Ken Jarrard, Jarrad & Davis - August 15, 2019 Concurrent Review: Steve Krokoff, City Manager Attachment(s): Ordinancet to Adopt Regulations of Small Wireless Facilities and Antennas in the Public Right of Way for the City of Milton STATE OF GEORGIA COUNTY OF FULTON ORDINANCE NO._______ AN ORDINANCE TO ADOPT REGULATIONS OF SMALL WIRELESS FACILITIES AND ANTENNAS IN THE PUBLIC RIGHT OF WAY FOR THE CTIY OF MILTON, GEORGIA BE IT ORDAINED by the City Council of the City of Milton, Georgia while in a regular Council meeting on __________, 2019, at 6:00 PM as follows: WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the City of Milton, Georgia has the power to adopt clearly reasonable ordinances, resolutions and regulations for the protection and preservation of the public health, safety and welfare of its citizens; and WHEREAS, Chapter 48 of the City of Milton Code of Ordinances regulates streets, sidewalks, and other public places; and WHEREAS, in the interests of the health, safety, and general welfare of the citizens of the City, the Mayor and Council desire to exercise their authority to adopt an ordinance regulating small cell technology in the public right of way; and WHEREAS, appropriate notice and hearing on the ordinance contained herein have been carried out according to general and local law. NOW THEREFORE, THE COUNCIL OF THE CITY OF MILTON HEREBY ORDAINS, as follows: Section 1. The language attached hereto as Exhibit A and incorporated herein by reference as if fully set forth herein is hereby adopted and approved, and shall be codified as Article XI in Chapter 48 of the Code of Ordinances. Section 2. All other ordinance shall continue in full force and effect and shall remain unaffected, except where such ordinance, or part thereof, conflicts herewith, in which case such ordinance, or part thereof, is hereby repealed. Section 3. It is the express intent of the Mayor and City Council that this Ordinance be consistent with both federal and state law. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared severable. Section 4. 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 the ____ day of ____________, 2019, the public’s health, safety, and welfare demanding it. Approved: ______________________________ Attest: Joe Lockwood, Mayor __________________________ City Clerk (Seal) SMALL WIRELESS FACILITIES AND ANTENNAS ORDINANCE DIVISION I PURPOSE AND COMPLIANCE Section 1.1 O.C.G.A. § 32-4-92(a)(10) authorizes the City of Milton, Georgia (the “City”) to establish reasonable regulations for the installation, construction, maintenance, renewal, removal, and relocation of pipes, mains, conduits, cables, wires, poles, towers, traffic and other signals, and other equipment, facilities, or appliances in, on, along, over, or under the public roads of the City. Further, 47 U.S.C. § 253(c) provides that the City has authority to manage its public rights of way. Finally, the Georgia Streamlining Wireless Facilities and Antennas Act., O.C.G.A. Title 36, Chapter 66C (the “SWFAA”), addresses the placement of small wireless facilities in the public rights of way of the City. Section 1.2 The City finds it is in the best interest of the City and its residents and businesses to establish requirements, specifications reasonable conditions regarding placement of small wireless facilities, poles in the public rights of way. These requirements, specifications and conditions are adopted in order to protect the public health, safety and welfare of the residents and businesses of the City and to reasonably manage and protect the public rights of way and its uses in the City. Section 1.3 The objective of this Ordinance is to (i) implement the SWFAA and (ii) ensure use of the public rights of way is consistent with the design, appearance and other features of nearby land uses, protects the integrity of historic, cultural and scenic resources and does not harm residents’ quality of life. DIVISION II DEFINITIONS Section 1.4 As used in this Ordinance, the following terms have the following meanings: (a) “Antenna” means: (i) communications equipment that transmits, receives, or transmits and receives electromagnetic radio frequency signals used in the provision of wireless services or other wireless communications; or (ii) Communications equipment similar to equipment described in part (i) used for the transmission, reception, or transmission and reception of surface waves. Such term shall not include television broadcast antennas, antennas designed for amateur radio use, or satellite dishes for residential or household purposes. (b) “Applicable Codes” means uniform building, fire, safety, electrical, plumbing, or mechanical codes adopted by a recognized national code organization to the extent such codes have been adopted by the State of Georgia or the City or are otherwise applicable in the City. (c) “Applicant” means any person that submits an application. (d) “Application” means a written request submitted by an applicant to the City for a permit to: (i) collocate a small wireless facility in a right of way; or (ii) install, modify, or replace a pole or decorative pole in a right of way on which a small wireless facility is or will be collocated. (e) “Authority Pole” means a pole owned, managed, or operated by or on behalf of the City. Such term shall not include poles, support structures, electric transmission structures, or equipment of any type owned by an electric supplier. (f) “Collocate” or “Collocation” means to install, mount, modify, or replace a small wireless facility on or adjacent to a pole, decorative pole, or support structure. (g) “Communications Facility” means the set of equipment and network components, including wires and cables and associated equipment and network components, used by a communications service provider to provide communications services. (h) “Communications Service Provider” means a provider of communications services. (i) “Communications Services” means cable service as defined in 47 U.S.C. § 522(6); telecommunications service as defined in 47 U.S.C. § 153(53); information service as defined in 47 U.S.C. Section 153(24), as each such term existed on January 1, 2019; or wireless services. (j) “Consolidated Application” means an application for the collocation of multiple small wireless facilities on existing poles or support structures or for the installation, modification, or replacement of multiple poles and the collocation of associated small wireless facilities. (k) “Decorative Pole” means an authority pole that is specially designed and placed for aesthetic purposes. (l) “Electric Supplier” means any electric light and power company subject to regulation by the Georgia Public Service Commission, any electric membership corporation furnishing retail service in this state, and any municipality which furnishes such service within this state. (m) “Eligible Facilities Request” means an eligible facilities request as set forth in 47 C.F.R. § 1.40001(b)(3), as it existed on January 1, 2019. (n) “FCC” means the Federal Communications Commission of the United States. (o) “Fee” means a one-time, nonrecurring charge based on time and expense. (p) “Historic District” means: (i) any district, site, building, structure, or object included in, or eligible for inclusion in, the National Register of Historic Places maintained by the secretary of the interior of the United States in accordance with Section VI.D.1.a.i- v of the Nationwide Programmatic Agreement codified by 47 C.F.R. Part 1; (ii) any area designated as a historic district under Article 2 of Chapter 10 of Title 44, the Georgia Historic Preservation Act'; or (iii) any area designated as a historic district or property by law prior to April 26, 2019. (q) “Law” means and includes any and all federal, state, or local laws, statutes, common laws, codes, rules, regulations, orders, or ordinances. (r) “Micro Wireless Facility” means a small wireless facility not larger in dimension than 24 inches in length, 15 inches in width, and 12 inches in height that has an exterior antenna, if any, no longer than 11 inches. (s) “Permit” means a written authorization, in electronic or hard copy format, required to be issued by the City to initiate, continue, or complete the collocation of a small wireless facility or the installation, modification, or replacement of a pole or decorative pole upon which a small wireless facility is collocated. (t) “Person” means an individual, corporation, limited liability company, partnership, association, trust, or other entity or organization, including an authority. (u) “Pole” means a vertical pole such as a utility, lighting, traffic, or similar pole made of wood, concrete, metal, or other material that is lawfully located or to be located within a right of way, including without limitation a replacement pole and an authority pole. Such term shall not include a support structure, decorative pole, or electric transmission structure. (v) “Rate” means a recurring charge. (w) “Reconditioning Work” means the activities associated with substantially painting, reconditioning, improving, or repairing authority poles. (x) “Replace,” “Replacement” or “Replacing” means to replace a pole or decorative pole with a new pole or a new decorative pole, similar in design, size, and scale to the existing pole or decorative pole consistent with 47 C.F.R. § 1.40001(b)(7) as it existed on January 1, 2019, in order to address limitations of, or change requirements applicable to, the existing pole to structurally support the collocation of a small wireless facility. (y) “Replacement Work” means the activities associated with replacing an authority pole. (z) “Right of Way” means, generally, property or any interest therein, whether or not in the form of a strip, which is acquired for or devoted to a public road; provided, however, that such term shall apply only to property or an interest therein that is under the ownership or control of the City and shall not include property or any interest therein acquired for or devoted to an interstate highway or the public rights, structures, sidewalks, facilities, and appurtenances of buildings for public equipment and personnel used for or engaged in administration, construction, or maintenance of public roads or research pertaining thereto or scenic easements and easements of light, air, view and access. (aa) “Small Wireless Facility” means radio transceivers; surface wave couplers; antennas; coaxial, fiber optic, or other cabling; power supply; backup batteries; and comparable and associated equipment, regardless of technological configuration, at a fixed location or fixed locations that enable communication or surface wave communication between user equipment and a communications network and that meet both of the following qualifications: (i) each wireless provider's antenna could fit within an enclosure of no more than six cubic feet in volume; and (ii) all other wireless equipment associated with the facility is cumulatively no more than 28 cubic feet in volume, measured based upon the exterior dimensions of height by width by depth of any enclosure that may be used. The following types of associated ancillary equipment are not included in the calculation of the volume of all other wireless equipment associated with any such facility: electric meters; concealment elements; telecommunications demarcation boxes; grounding equipment; power transfer switches; cut-off switches; and vertical cable runs for connection of power and other services. Such term shall not include a pole, decorative pole, or support structure on, under, or within which the equipment is located or collocated or to which the equipment is attached and shall not include any wireline backhaul facilities or coaxial, fiber optic, or other cabling that is between small wireless facilities, poles, decorative poles, or support structures or that is not otherwise immediately adjacent to or directly associated with a particular antenna. (bb) “State” means the State of Georgia. (cc) “Support Structure” means a building, billboard, water tank, or any other structure to which a small wireless facility is or may be attached. Such term shall not include a decorative pole, electric transmission structure, or pole. (dd) “ Wireless Infrastructure Provider” means any person, including a person authorized to provide telecommunications services in this state, that builds, installs, or operates small wireless facilities, poles, decorative poles, or support structures on which small wireless facilities are or are intended to be used for collocation but that is not a wireless services provider. (ee) “Wireless Provider” means a wireless infrastructure provider or a wireless services provider. (ff) “Wireless Services” means any services provided to the public using licensed or unlicensed spectrum, including the use of Wi-Fi, whether at a fixed location or mobile. (gg) “Wireless Services Provider” means a person that provides wireless services. (hh) “Wireline Backhaul Facility” means an aboveground or underground wireline facility used to transport communications data from a telecommunications demarcation box associated with small wireless facility to a network. Section 1.5 In the event that any federal or state law containing definitions used in this Ordinance is amended, the definition in the referenced section, as amended, shall control. DIVISION III PERMITS Section 1.6 A permit is required to collocate a small wireless facility in the public right of way or to install, modify, or replace a pole or a decorative pole in the public right of way. A permit is not required to perform the activities described in O.C.G.A. § 36-66C-6(e) or (f). Section 1.7 Any person seeking to collocate a small wireless facility in the public right of way or to install, modify, or replace a pole or a decorative pole in the public right of way shall submit an application to the Public Works Department for a permit. Applications are available from the Public Works Department. Any material change to information contained in an application shall be submitted in writing to the Public Works Department within thirty (30) days after the events necessitating the change. Section 1.8 Any person who intends to submit an application to the City pursuant to this Ordinance shall meet with the Public Works Department at least thirty (30) days prior to submitting an application for a permit. The purpose of such meeting shall be to inform the City, in good faith, when the applicant expects to commence deployment of small wireless facilities and poles within the City, the number of small wireless facilities and poles it expects to deploy during the twenty- four (24) months after commencement, and the expected timing of such deployments. Section 1.9 Each application shall be submitted by the applicable wireless provider or its duly authorized representative and shall contain the following: (a) The applicant’s name, address, telephone number, and email address, including emergency contact information for the applicant; (b) The names, addresses, telephone numbers, and email addresses of all consultants, if any, acting on behalf of the applicant with respect to filing the application; (c) A general description of the proposed work and the purposes and intent of the proposed facility. The scope and detail of such description shall be appropriate to the nature and character of the phys ical work to be performed, with special emphasis on those matters likely to be affected or impacted b y the physical work proposed; (d) Detailed construction drawings regarding the proposed use of the right of way; (e) To the extent the proposed facility involves collocation on a pole or support structure, a structural report performed by a duly licensed engineer evidencing that the pole or support structure will structurally support the collocation (or that the pole or support structure may and will be modified to meet structural requirements) in accor dance with applicable codes; (f) For any new aboveground facilities, visual depictions or representations if not included in the construction drawings; (g) Information indicating the horizontal and approximate vertical location, relative to the boundaries of the right of way, of the small wireless facility for which the application is being submitted; (h) If the application is for the installation of a pole, a certification that complies with O.C.G.A. § 36-66C-6(k); (i) If the small wireless facility will be collocated on a pole or support structure owned by a third party, a certification that the wireless provider has permission from the owner to collocate on the pole or support structure; and (j) If the applicant is not a wireless services provider, a certification that a wireless services provider has requested in writing that the applicant collocate the small wireless facilities or install, modify or replace the pole or decorative pole at the requested location Section 1.10 Each application for a permit shall include the maximum application fees permitted under O.C.G.A. § 36-66C-5(a)(1), (a)(2) and (a)(3). Such maximum application fees shall automatically increase on January 1 of each year beginning January 1, 2021, as provided under O.C.G.A. § 36-66C-5(b). Section 1.11 The Public Works Department shall review applications for permits according to the timelines and using the procedures identified in O.C.G.A. §§ 36-66C-7 and 36- 66C-13. Section 1.12 Applications for permits shall be approved unless the requested collocation of a small wireless facility or the requested installation, modification, or replacement of a pole or decorative pole: (a) Interferes with the operation of traffic control equipment; (b) Interferes with sight lines or clear zones for transportation or pedestrians; (c) Fails to comply with the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., or similar Laws of general applicability regarding pedestrian access or movement; (d) Requests that ground-mounted small wireless facility equipment be located more than seven and a half (7.5) feet in radial circumference from the base of the pole, decorative pole or support structure to which the small wireless facility antenna would be attached, provided that the City shall not deny the application if a greater distance from the base of the pole, decorative pole or support structure is necessary to avoid interfering with sight lines or clear zones for transportation or pedestrians or to otherwise to protect public safety; (e) Fails to comply with applicable codes; (f) Fails to comply with the maximum limitations set forth in DIVISION V of this Ordinance of O.C.G.A. § 36-66C-7(h) or (i); (g) With respect to an application to install a pole or decorative pole, interferes with the widening, repair, reconstruction, or relocation of a public road or highway by an City or the Department of Transportation that has been advertised for bid and scheduled for completion within six months after the application is filed; (h) With respect to an application to install a pole or decorative pole, interferes with a public works construction project governed by Chapter 91 of Title 36 which is advertised for bid and scheduled for completion within six months after the application is filed; (i) Fails to comply with O.C.G.A. § 36-66C-10, O.C.G.A. § 36-66C-11, or O.C.G.A. § 36-66C-12; (j) Fails to comply with laws of general applicability addressing pedestrian and vehicular traffic and safety requirements; or (k) Fails to comply with laws of general applicability that address the occupancy or management of the right of way and that are not otherwise inconsistent with this Ordinance. Section 1.13 For applications for new poles in the public right of way in areas zoned for residential use, the Public Works Department may propose an alternate location in the public right of way within 100 feet of the location set forth in the application, and the wireless provider shall use the Public Works Department’s proposed alternate location unless the location imposes technical limits or significant additional costs. The wireless provider shall certify that it has made such a determination in good faith, based on the assessment of a licensed engineer, and it shall provide a written summary of the basis for such determination. Section 1.14 A permit issued under this 0 shall authorize such person to occupy the public rights of way to: (i) collocate a small wireless facility on or adjacent to a pole or a support structure that does not exceed the limitations set forth in O.C.G.A. § 36-66C-7(h)(3) or on or adjacent to a decorative pole in compliance with O.C.G.A. § 36-66C-12; and (ii) install, modify, or replace a pole or decorative pole for collocation of a small wireless facility that does not exceed the limitations set forth in O.C.G.A. § 36-66C-7(h)(1) and (h)(2). Section 1.15 Upon the issuance of a permit under this Ordinance, and on each anniversary of such issuance, every person issued a permit shall submit to the City the maximum annual payments permitted under O.C.G.A. § 36-66C-5(a)(4) and (a)(5); provided, however, that if such person removes its small wireless facilities form the public rights of way pursuant to O.C.G.A. § 36-66C-5(e), then such person shall be responsible for the pro rata portion of the annual payment based on the number of days of occupation since the last annual payment. Upon making such pro rata payment and removal of the small wireless facilities, the person’s annual payment obligations under this section shall cease as of the date of the actual removal . The maximum annual payments shall automatically increase on January 1 of each year beginning January 1, 2021, as provided under O.C.G.A. § 36-66C-5(b). Section 1.16 Any person issued a permit shall pay the fees identified in O.C.G.A. § 36- 66C-5(a)(6) and (a)(7), as applicable. Section 1.17 The City may revoke a permit issued pursuant to this 0 if the wireless provider or its equipment placed in the public right of way under that permit subsequently is not in compliance with any provision of this Ordinance or the Georgia Streamlining Wireless Facilities and Antennas Act. Upon revocation, the City may proceed according to Section 1.18. Section 1.18 If a wireless provider occupies the public rights of way without obtaining a permit required by this 0 or without complying with the SWFAA, then the City may, at the sole discretion of the City, restore the right of way, to the extent practicable in the reasonable judgment of the City, to its condition prior to the unpermitted collocation or installation and to charge the responsible wireless provider the reasonable, documented cost of the City in doing so, plus a penalty not to exceed $1,000.00. The City may suspend the ability of the wireless provider to receive any new permits from the City under this 0 until the wireless provider has paid the amount assessed for such restoration costs and the penalty assessed, if any; provided, however, that the City may not suspend such ability of any applicant that has deposited the amount in controversy in escrow pending an adjudication of the merits of the dispute by a court of competent jurisdiction. Section 1.19 All accepted applications for permits shall be publicly available subject to the limitations identified in O.C.G.A. § 36-66C-6(c). Section 1.20 An applicant may file a consolidated application related to multiple small wireless facilities, poles or decorative poles so long as such consolidated application meets the requirements of O.C.G.A. § 36-66C-13. Section 1.21 Activities authorized under a permit shall be completed within the timelines provided in O.C.G.A. § 36-66C-7(k)(2). Section 1.22 Issuance of a permit authorizes the applicant to: (i) undertake the collocation, installation, modification or replacement approved by the permit and (ii) operate and maintain the small wireless facilities and any associated pole covered by the permit for a period of ten (10) years. Section 1.23 Permits shall be renewed following the expiration of the term identified in Section 1.22 upon the terms and conditions identified in O.C.G.A. § 36-66C-7(k)(2)(B). Section 1.24 If an application for a permit seeks to collocate small wireless facilities on authority poles in the public rights of way, then the City shall, within 60-days of receipt of the completed application: (i) provide a good faith estimate for any make-ready work necessary to enable the authority pole to support the proposed facility; or (ii) notify the wireless provider that the wireless provider will be required to perform the make-ready work. Any make-ready work performed by the City shall be completed pursuant to and in accordance with the provisions of O.C.G.A. § 36-66C-7(n). DIVISION IV REMOVAL; RELOCATION; RECONDITIONING; REPLACEMENT; ABANDONMENT Section 1.25 A person may remove its small wireless facilities from the public rights of according to the procedures of O.C.G.A. § 36-66C-5(e). Section 1.26 In the event of a removal under Section 1.25, the right of way shall be, to the extent practicable in the reasonable judgment of the City, restored to its condition prior to the removal. If a person fails to return the right of way, to the extent practicable in the reasonable judgment of the City, to its condition prior to the removal within 90 days of the removal, the City may, at the sole discretion of the City, restore the right of way to such condition and charge the person the City’s reasonable, documented cost of removal and restoration, plus a penalty not to exceed $500.00. The City may suspend the ability of the person to receive any new permits under 0 until the person has paid the amount assessed for such restoration costs and the penalty assessed, if any; provided, however, that the City will not suspend such ability of any person that has deposited the amount in controversy in escrow pending an adjudication of the merits of the dispute by a court of competent jurisdiction. Section 1.27 If, in the reasonable exercise of police powers, the City determines: (i) a pole or support structure unreasonably interferes with the widening, repair, reconstruction, or relocation of a public road or highway, or (ii) relocation of poles, support structures, or small wireless facilities is required as a result of a public project, the wireless provider shall relocate such poles, support structures, or small wireless facilities pursuant to and in accordance with the provisions of O.C.G.A. § 36-66C-7(l). If the wireless provider fails to relocate a pole, support structure or small wireless facility or fails to provide a written good faith estimate of the time needed to relocate the pole, support structure or small wireless within the time period prescribed in O.C.G.A. § 36-66C-7(l), the City make take the actions authorized by O.C.G.A. § 36-66C-7(o), in addition to any other powers under applicable law. Section 1.28 The City shall recondition and replace authority poles consistent with the provisions of O.C.G.A. § 36-66C-7(m). Wireless providers shall accommodate and cooperate with reconditioning and replacement consistent with the provisions of O.C.G.A. § 36-66C-7(m). Section 1.29 A wireless provider must notify the City of its decision to abandon any small wireless facility, support structure or pole pursuant to and in accordance with the provisions of O.C.G.A. § 36-66C-7(p)(1). The wireless provider shall perform all acts and duties identified in O.C.G.A. § 36-66C-7(p) regarding abandonment. The City may take all actions and exercise all powers authorized under O.C.G.A. § 36-66C-7(p) upon abandonment, in addition to any other powers under applicable law. DIVISION V STANDARDS Section 1.30 Small wireless facilities and new, modified, or replacement poles to be used for collocation of small wireless facilities may be placed in the public right of way as a permitted use: (i) upon a receipt of a permit under 0; (ii) subject to applicable codes; and (iii) so long as such small wireless facilities and new, modified, or replacement poles to be used for collocation of small wireless facilities comply with the appropriate provisions of O.C.G.A. § 36-66C-7(h). (a) New, modified, or replacement poles installed in the right of way in a historic district and in an area zoned primarily for residential use shall not exceed 50 feet above ground level. (b) Each new, modified, or replacement pole installed in the right of way that is not in a historic district or in an area zoned primarily for residential use shall not exceed the greater of: (i) Fifty feet above ground level; or (ii) Ten feet greater in height above ground level than the tallest existing pole in the same public right of way in place as of January 1, 2019, and located within 500 feet of the new proposed pole; (c) New small wireless facilities in the public right of way and collocated on an existing pole or support structure shall not exceed more than ten feet above the existing pole or support structure. (d) New small wireless facilities in the public right of way collocated on a new or replacement pole under Section 1.30(a) or Section 1.30(b) may not extend above the top of such poles. Section 1.31 Unless it is determined that another design is less intrusive, or placement is required under applicable law, small wireless facilities shall be concealed as follows: (a) Antennas located at the top of poles and support structures shall be incorporated into the pole or support structure, or placed within shrouds of a size such that the antenna appears to be part of the pole or support structure; (b) Antennas placed elsewhere on a pole or support structure shall be integrated into the pole or support structure, or be designed and placed to minimize visual impacts. (c) Radio units or equipment cabinets holding radio units and mounted on a pole shall be placed as high as possible, located to avoid interfering with, or creating any hazard to, any other use of the public rights of way, and located on one side of the pole. Unless the radio units or equipment cabinets can be concealed by appropriate traffic signage, radio units or equipment cabinets mounted below the communications space on poles shall be designed so that the largest dimension is vertical, and the width is such that the radio units or equipment cabinets are minimally visible from the opposite side of the pole on which they are placed. (d) Wiring and cabling shall be neat and concealed within or flush to the pole or support structure, ensuring concealment of these components to the greatest extent possible. Section 1.32 Notwithstanding any provision of this Ordinance to the contrary, an applicant may collocate a small wireless facility within a historic district, and may place or replace a pole within a historic district, only upon satisfaction of the following: (i) issuance of a permit under 0 and (ii) compliance with applicable codes. Section 1.33 Notwithstanding any provision of this Ordinance to the contrary, an applicant may collocate a small wireless facility on a decorative pole, or may replace a decorative pole with a new decorative pole, in the event the existing decorative pole will not structurally support the attachment, only upon satisfaction of the following: (i) issuance of a permit under 0 and (ii) compliance with applicable codes. 1/ MILTON'r ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 14, 2019 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of a Resolution to Accept the Plan for the Park at the Former Milton Country Club. MEETING DATE: Monday, August 19, 2019 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 (,4"N0 CITY ATTORNEY REVIEW REQUIRED: () YES (AO APPROVAL BY CITY ATTORNEY: () APPROVED () NOT APPROVED PLACED ON AGENDA FOR: `' 0, j le)) �9 2006 Heritage Walk Milfon, GA P. 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cifyofmiltonga.us 0000 To: Honorable Mayor and City Council Members From: Parag Agrawal, Director Community Development Date: Submitted on August 13, 2019 for the August 19, 2019 Regular Council Meeting Agenda Item: Consideration of a Resolution to Accept the Plan for the Park at the Former Milton Country Club ______________________________________________________________________________ Department Recommendation: Approval Executive Summary: In January 2018, the City purchased one hundred and thirty-seven (137) acres of a golf course and recreation area formerly owned and operated by the Milton Country Club. A portion of the acreage in the amount of one hundred and thirty (130) acres of the golf course was purchased using Greenspace Bond Funds, and seven (7) acres of the site where the clubhouse building, tennis courts, swimming pool and parking lot are located were purchased with general funds. The combined one hundred and thirty-seven (137) acres is being referred to as the Park at the Former Milton Country Club. On May 21, 2018 the City entered into an agreement with consulting firm Kimley-Horn and Associates, Inc., (Consultant) to conduct a planning study for the Park at the Former Milton Country Club. Several rounds of community input meetings were conducted to determine the desires of the community and potential users of the park. The draft plan that documented the input provided by the community was presented at a council work session on February 11, 2019 and an updated draft was discussed at a council work session on July 15, 2019. The Plan lays out the phased approach for developing the former Milton County Club. The various development options are phased for the Park in the short-term, mid-term, and long- term. The City of Milton has the option of choosing one of the development options based on residents’ priorities, and the availability of funding. Various options are also presented for developing a physical barrier between the park and the adjoining properties. Approval of this resolution allows the city to have a documented and accepted plan for the development of the park. These accepted plans are also a requirement for grant applications for funding for any of the projects recommended in the plan. Funding and Fiscal Impact: None Alternatives: None Legal Review: Paul Frickey – Jarrard & Davis 07-00-2019 Concurrent Review: Steve Krokoff Attachment(s): Draft of the Park at the Former Milton Country Club dated July 2019 Resolution to Accept the Park at the Former Milton Country Club STATE OF GEORGIA COUNTY OF FULTON RESOLUTION NO. A RESOLUTION TO ACCEPT THE PLAN FOR THE PARK AT THE FORMER MILTON COUNTRY CLUB BE IT RESOLVED by the City Council and the Mayor of the City of Milton, GA while in a Regular Meeting on August 19, 2019 at 6:00 p.m. as follows: WHEREAS; in January 2018, the City purchased one hundred and thirty-seven (137) acres of a golf course and recreation area formerly owned and operated by the Milton Country Club; and, WHEREAS; one hundred and thirty (130) acres of the golf course portion was purchased using Greenspace Bond Funds, and seven (7) acres of the site where the clubhouse building, tennis courts, swimming pool and parking lot are located were purchased with general funds; and WHEREAS; the combined one hundred and thirty-seven (137) acres is being referred to as the Park at the Former Milton Country Club (the Park); and, WHEREAS; on May 21, 2018 the City entered into an agreement with consulting firm Kimley-Horn and Associates, Inc., (Consultant) to conduct a planning study for the Park; and, WHEREAS; after several rounds of community input meetings the draft plan that documented the input provided by the community was presented at council work sessions on February 11, 2019 and on July 15, 2019, and is attached hereto as Exhibit “A”; and, WHEREAS; such accepted plans are also a requirement for grant applications for funding for any of the projects recommended in the plan; NOW THEREFORE BE IT RESOLVED, that the Plan for the Park at the Former Milton Country Club, attached hereto as Exhibit “A” is accepted. RESOLVED this 19th day of August, 2019. ---------------------------------- Joe Lockwood, Mayor Attest: ------------------------------------------ Sudie AM Gordon, City Clerk f TO: FROM: MILTON 'r ESTABLISHED 2006 CITY COUNCIL AGENDA ITEM City Council DATE: August 14, 2019 Steven Krokoff, City Manager AGENDA ITEM: Council Discussion of the City of Milton Public Building and Facilities Authority, to Include Possible Appointment of Members, and an Upcoming Bond Issue. MEETING DATE: Monday, August 19, 2019 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: (-KYES () NO APPROVAL BY CITY ATTORNEY: (,✓APPROVED (J NOT APPROVED PLACED ON AGENDA FOR: v' 0 r j I z o,j 2006 Heritage Walk Milton, GA P. 678.242.25001 F: 678.242.2499 info@cityofmiltonga.us I www.cityofmiltonga.us To: Honorable Mayor and City Council Members From: Stacey Inglis, Assistant City Manager Date: Submitted August 15, 2019 for the August 19, 2019 Regular City Council Meeting Agenda Item: Council Discussion of the City of Milton Public Building and Facilities Authority, to Include Possible Appointment of Members, and an Upcoming Bond Issue ____________________________________________________________________________________ Executive Summary: The City of Milton is preparing to issue revenue bonds for the construction of the public safety complex on Highway 9. These bonds will be issued through Milton’s Public Building and Facilities Authority (PBFA). When the PBFA was established in June 2012, the mayor and each of the council members appointed themselves to serve on the board, which is typical for this type of Authority. The last meeting of the PBFA was held in July 2015 and since then, there are three new Councilmembers that will need to appoint a board member to represent their District. A PBFA meeting will be scheduled on September 9th for the consideration of an intergovernmental agreement with the City of Milton along with a resolution that establishes the parameters of the bond sale. These same documents will also appear on the council agenda for September 9th. Bond counsel with Murray Barnes Finister, LLP and financial advisors with Davenport & Company, LLC will be in attendance to conduct the presentations. Financial Impact: There is no financial impact for the appointment of new board members to the PBFA. Alternatives: None. Legal Review: Ken Jarrard, August 14, 2019 Concurrent Review: Steve Krokoff, City Manager [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 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 of 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 a nd 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 appointed 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 ne ed 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 treasure r 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 quo rum. 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' a nd legal expenses, plans and specifications, and other expenses necessary or incidental to determining the feasibility or 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 effici ent 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 are to be d erived 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 co rporate 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 o r rights or easements therein, or franchises necessary or convenient for its corporate purposes, 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 obligation 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 m ay 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 sum 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 attorn eys, 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 en ter into contracts, leases, installment sale agreements, and other agreements or instruments with the authority upon such terms and for such purposes as they deem advisable and as they are authorized by law; (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 other 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 terms 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 subdivision 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 f or 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 d ated, 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 m ay be determined by the authority, and may be redeemable before maturity, at the option of the authority, at such price or prices an d 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 registered 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 fac simile 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 cas e any officer whose signature shall appear on any revenue bond or any coupon shall cease to be such officer before the deliv ery of such 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, un der 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 o f 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 adjour ned meeting of the authorit y 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 oblig ate 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 m unicipality agrees to pay amounts sufficient to pay operating charges and other costs of the authority or any pro ject 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 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 custody, 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 s uch funds and shall hold and apply the same to the purposes thereof, subject to such regulations as this Act and such resolu tion 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 or 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 in denture may provide, and such funds so pledged from whatever source received shall be set aside at regular int ervals as may be provided in the resolution or trust indenture into a sinking fund, which sinking fund shall be pledged to and charged with the pa yment 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 d istinction 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 o r in equity, 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 p erformed 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 authority for services or facilities relating to the project for which revenue bonds are to be issued and sought to be 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 interest 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 iss ue revenue 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 City of Milton, Georgia, when in the performance of their public duties or the work of the city. Section 26. - Tax-exempt status of the authority. The properties of the authority, both real and personal, are declared to be public properties used f or 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 facilities 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.