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HomeMy WebLinkAboutAgenda Packet - CC - 08/17/20202006 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 Paul Moore Laura Bentley Carol Cookerly Joe Longoria Rick Mohrig CITY COUNCIL CHAMBERS City Hall Monday, August 17, 2020 Regular Council Meeting Agenda 6:00 PM Go to: https://zoom.us/j/96527737445 Telephone: +1 301-715-8592 Webinar ID: 965 2773 7445 INVOCATION –Rich Austin 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. 20-221) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 17, 2020 Page 2 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 5) PUBLIC COMMENT (General) 6) CONSENT AGENDA 1. Approval of the July 6, 2020 Regular City Council Meeting Minutes. (Agenda Item No. 20-222) (Sudie Gordon, City Clerk) 2. Approval of an Agreement for Outside Providers & Facility Use Agreement between The City of Milton and Rush Union, Inc. to Provide Adult Soccer Programming. (Agenda Item No. 20-223) (Tom McKlveen, Interim Manager of Parks and Recreation) 3. Approval of a Professional Services Agreement between the City of Milton and Atlanta Retirement Partners to Serve as Investment Advisors for the City’s 401 and 457 Plans. (Agenda Item No. 20-224) (Sam Trager, Human Resources Director) 4. Approval of Change Order #1 Agreement between the City of Milton and AppZoro Technologies, Inc. to Provide Enhanced Additional Features in Connection with the Ongoing Design and Development of the Smart Phone Application for the City’s Smart Communities Grant Project - Walking School Bus. (Agenda Item No. 20-225) (Parag Agrawal, Community Development Director) 5. Approval of a Construction Services Agreement between the City of Milton and Wilburn Engineering, LLC for the Construction of an Emergency Vehicle Hybrid Beacon for the New Public Safety Facility Located on SR 9. (Agenda Item No. 20-226) (Robert Drewry, Public Works Director) 6. Approval of a Professional Services Agreement between the City of Milton and Southern Actuarial Services to Perform Actuarial Services for the City’s Defined Benefit Pension Plan. (Agenda Item No. 20-227) (Sam Trager, Human Resources Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 17, 2020 Page 3 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 7. Approval of a Subdivision Plats and Revisions: Name of Development / Location Action Comments / # lots Total Acres Density 1. 13645 Freemanville Road LL915 & 916 Minor Plat Subdivided from 13645 Freemanville Road – Two Lots 18.364 0.109 lots / Acre 2. Hansard, Hewitt and Carter 14875,14905,14915 Thompson Rd LL603 Minor Plat Reconfigure property lines – 3 Lots 3.78 0.79 lots / acre (Agenda Item No. 20-228) (Parag Agrawal, Community Development Director) 7) REPORTS AND PRESENTATIONS 1. Presentation of E-Scooters Regulations. (Parag Agrawal, Community Development Director) 8) FIRST PRESENTATION 1. Consideration of RZ20-10 to Amend Sec 64-1 Definitions as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-229) (Parag Agrawal, Community Development Director) 2. Consideration of RZ20-11 to Amend Sec 64-775 – Use Regulations – C1 (Community Business) as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-230) (Parag Agrawal, Community Development Director) 3. Consideration of RZ20-12 to Amend Sec. 64-1608, and Create Sec. 64- 1608.1 “Temporary Consumer Fireworks Retail Sales Facilities” Administrative Use Permit. (Agenda Item No. 20-231) (Parag Agrawal, Community Development Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 17, 2020 Page 4 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 4. Consideration of RZ20-13 to Amend Article XIX – Crabapple Form Based Code, Definitions Article 6.1 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-232) (Parag Agrawal, Community Development Director) 5. Consideration of RZ20-14 to Amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-233) (Parag Agrawal, Community Development Director) 6. Consideration of RZ20-15 to Amend Article XX – Deerfield Form Based Code, Definitions Article 6.1 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-234) (Parag Agrawal, Community Development Director) 7. Consideration of RZ20-16 to Amend Article XX – Deerfield Form Based Code, Article 5, Table 10 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities. (Agenda Item No. 20-235) (Parag Agrawal, Community Development Director) 9) PUBLIC HEARING (None) 10) ZONING AGENDA (None) 11) UNFINISHED BUSINESS 1. Consideration of a Resolution to Accept the Milton Community Trail Prioritization Plan. (Agenda Item No. 20-236) (Parag Agrawal, Community Development Director) 12) NEW BUSINESS MILTON CITY COUNCIL REGULAR COUNCIL MEETING AUGUST 17, 2020 Page 5 of 5 Persons needing special accommodations in order to participate in any City meeting should call 678.242.2500. 1. Consideration of Agreement for Joint Representation and Cost Sharing between the City of Milton and the Cities of Roswell, Alpharetta, Sandy Springs, Johns Creek, East Point, College Park, Hapeville, City of South Fulton, Palmetto, Union City, Chattahoochee Hills, Fairburn and Mountain Park to Jointly Engage and to Share Certain Legal Fees and Costs Associated with the Representation of CARES Act Funding. (Agenda Item No. 20-237) (Ken Jarrard, City Attorney) 13) MAYOR AND COUNCIL REPORTS STAFF REPORTS Department Updates 1. Community Development 2. Human Resources 14) EXECUTIVE SESSION (Land Acquisition) 15) ADJOURNMENT (Agenda Item No. 20-238) CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of an Agreement for Outside Providers & Facility Use Agreement between The City of Milton and Rush Union, Inc. to Provide Adult Soccer Programming MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X X August 17, 2020 X To: Honorable Mayor and City Council Members From: Tom McKlveen, Interim Manager of Parks and Recreation Date: Submitted on August 5, 2020 for the August 17, 2020 Regular Council Meeting Agenda Item: Approval of an Agreement for Outside Providers & Facility Use Agreement between The City of Milton and Rush Union, Inc. to Provide Adult Soccer Programming ____________________________________________________________________________ Department Recommendation: Staff is recommending the Approval of the Agreement for Outside Providers & Facility Use Agreement between The City of Milton and Rush Union, Inc. Executive Summary: Rush Union, Inc. is a private, Milton based soccer club. Through this proposed contract, they will provide the City with an adult soccer program. They will administer this program at the Cox Road Athletic Complex. Funding and Fiscal Impact: The pricing will vary based upon the program offering. This contract offers a 15% commission on registration to the City. Alternatives: If this contract is not approved, we will have to research to find another adult soccer provider. Legal Review: Sam VanVolkenburgh – Jarrard & Davis, August 4, 2020 (Contract Template) Concurrent Review: Steven Krokoff, City Manager Attachment(s): Agreement for Outside Providers & Facility Use Agreement between The City of Milton and Rush Union, Inc. HOME OF `THS P`7 r ! AAJ ITY F LIFE IN GEORGIA' TON*, ESTABLISHED 2000 2020 CITY OF MILTON PARKS &RECREATION DEPARTMENT AGREEMENT FOR OUTSIDE PROVIDERS & FACILITY USE AGREEMENT Rush Union , Inc. THIS IS AN AGREEMENT, made this day of 2020, between: THE CITY OF MILTON, a municipal corporation organized and operating under the laws of the State of Georgia, acting by and through its governing authority, the Milton Mayor and City Council, and with a business address of 2006 Heritage Walk, Milton, Georgia 30004, hereinafter referred to as the "CITY." and Rush Union, Inc. hereinafter referred to as "PROVIDER". CITY and PROVIDER may hereinafter collectively be referred to as "the Parties". In consideration of the mutual obligations of the Parties and for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1.0 PROVIDER's Services and Responsibilities 1.1 PROVIDER shall conduct services generally described as ADULT SOCCER at the following locations: COX ROAD SPORTS COMPLEX 1.2 The PROVIDER's services shall be performed during the days and hours described in Exhibit "A," attached hereto and incorporated herein by reference. 1.3 The PROVIDER and The Director of the Parks & Recreation Department (hereinafter referred to as the "Department") or his designee, will coordinate the program schedule, which will be approved by Department Director, or his designee, at its sole discretion. Proposed program schedules shall be provided to the Department at least 30 days prior to the start of the activity. 1.4 All registration fees shall be fair and equitable to all participants. (Execution of this Agreement by the City shall act as a finding that the fees proposed in Exhibit "A" are fair and equitable; any fees not described in Exhibit "A" shall be determined fair and equitable in the reasonable discretion of the Department Director or his designee). The fees charged to each participant will be as described in Exhibit "A" for residents of MILTON, and a surcharge of 50% more will be charged to each participant who is not a resident of MILTON, up to a cap of $90.00. The entire balance of this surcharge for non-residents shall be paid to the CITY. 1.6 The PROVIDER warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under this Agreement. 2 1.7 The PROVIDER agrees that it shall be solely responsible for all costs and/or expenses associated with, or as a result of its operation under this Agreement. The PROVIDER stipulates and certifies that it is qualified to provide the programs it is hired to provide, maintains the education and required licenses or permits necessary to provide the programs, and shall continue to maintain such licenses or permits during the term of this Agreement. 1.8 This Agreement is considered a non-exclusive Agreement between the Parties. The CITY shall have the right to purchase the same kind of services to be provided by the PROVIDER from other sources during the term of this Agreement. The PROVIDER is not precluded from providing the same or similar services for other parties so long as such other engagements do not interfere with the PROVIDER'S provision of services to the CITY. 1.9 The DEPARTMENT must approve any promotional material, flyers, and posters advertising the programs prior to its release. The following content and topics shall specifically be prohibited: sexually explicit materials, profanity, child pornography, alcoholic beverages, tobacco products, adult movies, adult book/video stores, adult entertainment establishments, massage parlors, pawn shops, and tattoo parlors or shops. 1.10 The PROVIDER shall not promote any privately -owned business in a CITY park/facility or solicit any participant in a CITY park/facility activity for any privately -owned business. The PROVIDER may not use said facilities to conduct personal business, including but not limited to workshops, clinics, seminars, camps, private sessions, or any other activities that are outside the scope of service described in Exhibit "A". It is further understood that such improper/prohibited action(s) may result in immediate termination of this Agreement and the forfeiture of all compensation due or authorized for payment to the PROVIDER. 1.11 The PROVIDER shall abide by the policies, procedures, rules and regulations of the DEPARTMENT, the CITY, and the FULTON COUNTY BOARD OF EDUCATION as promulgated from time to time. PROVIDER understands and agrees that the DEPARTMENT shall have first priority for use of CITY facilities, notwithstanding any other provisions of this Agreement. 1.12 All assistants, substitutes, and subcontractors utilized by the PROVIDER must have prior written approval of the DEPARTMENT. 1.13 PROVIDER shall provide necessary supervisory personnel to ensure that the participants of the programs obey all applicable policies, procedures, Rules and Regulations. 1.14 The DEPARTMENT or CITY may require that the PROVIDER not be permitted to utilize specific assistants, substitutes, or subcontractors of PROVIDER who have failed to follow any policies, procedures, rules or regulations applicable to the use of the facility. 1.15 Although the CITY shall not control the PROVIDER's techniques, methods, procedures, or sequence of instruction, the PROVIDER will comply with the CITY's and DEPARTMENT's policies, rules, regulations, ordinances and procedures (Exhibit "C"), as well as those of the FULTON COUNTY BOARD OF EDUCATION (if operating on Board of Education property), and shall not interfere with their operation, nor harm or damage the equipment or facilities afforded to PROVIDER for his/her programs, nor otherwise disrupt the other on-site activities being offered at such public facilities. 1.16 The PROVIDER also acknowledges that he or she is primarily responsible for the conduct of the participants in all programs under the PROVIDER's charge. 3 1.17 If the PROVIDER will be providing services directly with minor children without parental supervision, the PROVIDER shall, prior to commencing services under this Agreement, comply with the CITY's policy regarding criminal background screening. The CITY will furnish the PROVIDER with a background release form (Exhibit "B"), which must be completed and executed by and for all of the provider's counselors, coaches, volunteers, subcontractors, employees or any other individuals that will come in contact with a child, and background checks will be completed at the PROVIDER's sole expense. A Consent and Release Form to conduct a criminal background must be executed by any of PROVIDER's employees or any individual who will come in contact with a child at the CITY through PROVIDER or at PROVIDER's direction, such form authorizing the CITY to conduct a search of each such individual's criminal background. The result of such inquiry may be deemed acceptable by the CITY in its sole and complete discretion, and the CITY may reject any individual from participating in any program based upon such results. If the PROVIDER has recently had a background screening conducted by another agency, the CITY, at its sole discretion, may accept that background screening and waive the requirement of a new background screening. PROVIDER and its employees must also execute a Waiver and Release of Liability holding the CITY and FULTON COUNTY BOARD OF EDUCATION harmless. 1.19 The CITY may require all participants in all programs to sign a Waiver and Release of Liability. 1.20 The PROVIDER shall only use the facilities identified by the CITY, and such use shall be limited to CITY designated activities. 1.21 The PROVIDER shall not sublet any CITY facilities to any entity. 1.22 The PROVIDER agrees that it will provide the City with a database in an Excel format of the email addresses of the families of all of the participants in the program. This database will be used for the purpose of the City conducting an end of season quality survey. The City will share the results with the PROVIDER. The PROVIDER must maintain a favorable quality rating in 75% of the survey responses. Failure to achieve the desired quality ratings will result in an administrative review of the program and PROVIDER. 1.23 The PROVIDER agrees to continually strive to grow the program(s) it is operating. For the facilities provided, the ideal number of participants is identified below. PROVIDERs shall strive to grow to the ideal capacity and maintain that level of participation. Failure to reach the ideal capacity or a decline in the registration will result in an administrative review of the program and PROVIDER. Ideal Capacity: Previous Season Participation Growth Goal for This Season: YL -R so—s rVa� --, Q)LCE, 4 In addition, it is the responsibility of the PROVIDER to ensure that all of their program instructors, coaches, volunteer and professional, head coaches and assistants, complete the following basic training programs and background check requirements before being permitted to coach a team. PROVIDER must provide documentation of such training to the City upon request. • Concussion Awareness Training • Weather Policies and Procedures • Heat and Hydration Guidelines • Cold Weather Policy 1.26 The Provider shall agree to the Field Playability, Weather Policies and Procedures, Heat and Hydration Guidelines and Cold Weather Policy below. Field Playability The Department will determine if fields are playable. Programs will be notified as early as possible if the fields are not playable. Programs are prohibited from field use if the field has been deemed "unplayable." In the event of inclement weather after the City's normal business hours, the Program is responsible for determining field playability. Programs are expected to exercise good judgment in determining if a field is playable, keeping the safety of the players foremost. The City shall maintain a weather hotline at 678-242-2533 to help communicate the status of the fields. The City also will update field conditions on the City website shown below (but does not guarantee the website will updated in real time, as delays in updating may occur): https://www.cityofmiltonga.us/parks-recreation/athletics/ Bell Memorial Park For the safety of all, the City of Milton uses a lightning detection system located on the roof of the maintenance building (beyond center field of field 5) to determine the safety of play in potentially severe weather at Bell Memorial Park. When lightning is detected, the system will turn on a strobe light and sound a single long note on the siren. This is the signal to clear all fields, the dugouts, the bleachers and the playground and get to safety. When the system detects that the conditions have improved to a safe level, the strobe light will be turned off and there will be three short blasts from the siren. At this point, play may be resumed unless Department staff direci otherwise or the actual conditions on the field remain unsafe. Failure to adhere to this requirement could result in the termination of the Facility Use Agreement. R If the lightning detection system fails to operate or if there is any question about safety notwithstanding the apparent operation of the lightning detection system, refer to the rules below for the Fulton County School fields. Fulton County School Fields vx R�adotCa�� Upon visual or audible evidence of lightning or thunder, all participants are required to clear the field and seek shelter in a building or vehicle. Play will not be permitted until there is no visual or audible indication of thunder or lightning for a continuous 30 minutes. Every indication of thunder or lightning restarts the clock. Heat & Hydration Guidelines Providers that do not have their own established Hydration and Heat Guidelines must adhere to the Hydration and Heat Related Guidelines observed by the Department. In summary, outdoor activities must be canceled if the WBGT (Wet Bulb Globe Temperature) is over 92 degrees. Cold Weather Policy Providers that do not have their own established Cold Weather Policy must adhere to the Cold Weather Policy observed by the Department. The policy is as follows: If the official Milton, GA temperature according to www.weather.com is forecasted to be 38 degrees or lower at the time of the scheduled practice or game, it is recommended that the scheduled event be cancelled. If the temperature reaches 32 degrees or below, it is mandatory the event be cancelled. Milton Parks and Recreation Department cancels and/or postpones all youth programs and activities whenever Fulton County Schools are closed for inclement weather. Programs shall follow this procedure. 1.27 The PROVIDER is responsible to select qualified coaches for their program. Each Program shall establish their own criteria to determine qualifications of coaches, such as coaching experience, past playing experience, etc. 1.28 The PROVIDER shall be a business that is properly registered with the Secretary of State's office and have a business license issued by the local governing body. 1.29 The PROVIDER shall communicate to the Milton Parks and Recreation Advisory Board (PRAB) liaison(s) and Department liaison(s) any and all substantial changes in their program. For this purpose, a substantial change shall be defined as any change in the philosophy, mission, and organization of the PROVIDER which would impact the delivery of expected service to any and all program participants, current and future. This includes but is not limited to the following: • Addition/elimination of any age or skill level • Addition/elimination of any component of the overall program content (i.e. cheerleading, flag football, fast pitch softball, all stars, select, summer or winter league play, etc.) • Schedule of fees for participants 0 Anything that would be in direct conflict with existing City/Department policies The Provider shall notify liaisons as soon as the idea for a substantial change is being considered. Upon notification by the PROVIDER, the PRAB and/or employee liaison shall communicate the information to the Department Director or his/her designee. Before any action shall be taken by the PROVIDER to implement the substantial change, the PROVIDER may be required to prepare a written proposal outlining the planned change to include justification for the change; benefits of the change to the PROVIDER, the citizens of Milton, and the City; communication plan to inform the general public; timeline for implementation; financial impact to program participants (if any); legal requirements (if any); etc. It shall be at the sole discretion of the Department Director to determine if an in-depth written proposal shall be required. This will be determined on a case-by-case basis, depending on the nature of the proposed change. Any proposed fee change must be submitted in writing to the Department a minimum of sixty (60) days prior to the planned implementation. The Department shall determine the level of approval needed for the PROVIDER to implement the substantial change. The approval levels are noted as follows: a. The PROVIDER only b. Department Director or his/her designee C. Milton Parks and Recreation Advisory Board d. Milton Mayor and City Council 1.30 Records of the PROVIDER or any members of the PROVIDER, that are prepared and maintained or received by the PROVIDER or any of its members in the course of providing services on behalf of Milton, are "public records" under the Open Records Act. Therefore, such records are subject to production if a request for such records is made under the Open Records Act. In the event that an Open Records Act request is delivered to the City of Milton for PROVIDER records pertaining to the service being provided on behalf of Milton, the City of Milton will require, and the PROVIDER agrees to provide, timely assistance in responding to such request. Upon receiving an Open Records Act request for PROVIDER records, the City of Milton will promptly forward the request to the PROVIDER. All responsive documents shall be provided to the City by the PROVIDER within 24 hours of the City's notification; or, if the records cannot be assembled that quickly, then within 24 hours the PROVIDER will identify what records are responsive and provide the City of Milton with a list of such records and a timeline for when the requested documents will be assembled and provided. Delivery of the Open Records Act request from the City to the PROVIDER may be delivered via email, or phone call. All Open Records request responses shall be emailed to the Director of Parks & Recreation or his designee (if specified in the communication relaying the request). ARTICLE 2.0 Equipment & Materials 2.1 All program materials and equipment needed or pertaining to the above stated programs will be provided by the PROVIDER at his/her own cost and expense. However, PROVIDER may require participants to obtain certain materials required in the programs by providing a list of such materials (with approximate costs) to the participants. If PROVIDER makes such materials available to participants, they must be sold at PROVIDER's cost. All equipment provided by the PROVIDER shall be used in strict accordance with equipment manufacturer's instructions and in accordance with all applicable laws. PROVIDER shall coordinate storage of equipment with the principal of the school located at the facility, if applicable. 7 2.2 The sale of merchandise is restricted to those materials utilized in and for the programs, with the exception of fundraising activities, in which other appropriate items such as gifts and food/drink may be sold. Fundraising activities conducted by the PROVIDER will be permitted. The PROVIDER shall obtain the CITY's approval of any fundraising activities and sale of merchandise prior to its distribution or sale. 2.3 The CITY will provide no storage space to the PROVIDER, unless otherwise mutually agreed upon in a separate written agreement. 2.4 Any supplies or equipment left at the facility will be the responsibility of the PROVIDER. The CITY will not be responsible for any lost, stolen, or broken equipment or supplies. 2.5 The PROVIDER shall inspect the premises and equipment offered to him/her for his/her proposed activity, and if he or she finds anything wrong with the premises or equipment before each program commences that cannot be corrected immediately by the DEPARTMENT, the program shall be cancelled, and the matter reported to the DEPARTMENT for correction. If the PROVIDER elects to hold his/her programs in the facility provided, it will be presumed that the PROVIDER has inspected the premises and facilities and equipment provided for such programs and has accepted same as being safe and suitable for the use intended. 2.6 On all of the fields at Bell Memorial Park, blue tooth interfaces to the scoreboards have been installed. There is an app available to interface with the blue tooth device which eliminates the need for the external scoreboard controllers. Go to www.singlescore.com for the app. Scoreboard control boxes may still be used under the following guidelines: a. The PROVIDER must acknowledge use and responsibility of all scoreboard controllers prior to the start of the season; b. Scoreboard controllers that are damaged, lost or destroyed must be immediately reported to the Department; C. A minimum of thirty (30) days should be expected for all repairs; d. The PROVIDER shall be responsible for the cost of repairs or replacement of any lost or damaged scoreboard controllers; e. Scoreboard controllers must be stored at the park in the storage room; f. Scoreboard controllers are mated to specific scoreboards and must remain with their respective mate; and g. The PROVIDER must turn all scoreboards off each evening at the conclusion of activities and assure that scoreboard controllers are properly secured in the storage closet. ARTICLE 3.0 Program Size Minimums: 3.1 ACTIVE: Program sizes shall meet the minimum numbers of participants for each program as designated in Exhibit "A." ARTICLE 4.0 Compensation and Method of Payment 4.1 In consideration of the City authorizing the PROVIDER to furnish the services described herein and to keep a portion of the revenues obtained from furnishing such services (as provided herein), the PROVIDER agrees to furnish the services pursuant to the terms of this Agreement, including but not limited to the releases and indemnities contained herein. Further, the CITY shall be entitled to a commission consisting of 15% of the registration fees paid by all program participants to the PROVIDER. In consideration for providing the services described herein, the PROVIDER shall be entitled to 85% of such fees paid, exclusive of the 50% non-resident surcharge described in Section 1.4. The 50% non-resident surcharge (capped at a maximum of $90.00) is fully payable to the CITY and shall not be included in PROVIDER's gross income calculation. PROVIDER shall be entitled to retain all non -registration fees paid by participants to PROVIDER, i.e. PROVIDER membership fees and costs for uniforms and pictures to participants. 4.2 The PROVIDER agrees to provide the CITY with schedules of fees to be charged to participants in conformance with Exhibit "A" and to collect all fees from participants. The PROVIDER will submit a completed registration report, to the CITY within 30 days of the close of registration for each program. The list shall be provided in a Microsoft Excel format and shall include each player's name, residential street address, city, zip code, email address, age/program and resident registration rate. All PO Box addresses submitted will be considered non-residents. The Department will use the list to verify the resident status of registered players. The City will use the email address list to distribute an end of season Participant Satisfaction survey. City shall not use the list to promote Department programs without prior consent of the PROVIDER. The PROVIDER is responsible for identifying participants who have received a scholarship such that they are not included on the City registration commission invoice. After the City has verified residency of participants, the City will issue an invoice to the PROVIDER for registration commissions and non-resident fees payable to the City and then send the PROVIDER an invoice, including supporting documentation, for the total amount due to the CITY. Payments will be made to the CITY within fifteen (15) business days of PROVIDER's receipt of each invoice. 4.3 It is the responsibility of the PROVIDER to pay all applicable local, state, and federal taxes associated with this Agreement, and to acquire and pay for all necessary permits, licenses, and insurance required for the execution of this Agreement. 4.4 PROVIDER is not allowed to require an admission fee or a parking fee to any PROVIDER event. For special tournaments and events, a team registration fee may be collected. The PROVIDER must obtain written approval from the Director of Parks and Recreation prior to the event where a team registration fee will be collected. ARTICLE 5.0 Independent PROVIDER 5.1 This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the PROVIDER is an independent contractor under this Agreement and not a CITY employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, The State Workers Compensation Act, and the State unemployment insurance law. The PROVIDER shall retain sole and absolute discretion in the L1 judgment of the manner and means of carrying out PROVIDER's activities and responsibilities hereunder. The PROVIDER agrees that it is a separate and independent enterprise from the CITY, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work required hereunder. This Agreement shall not be construed as creating any joint employment relationship between the PROVIDER and the CITY and the CITY will not be liable for any obligation incurred by PROVIDER, including but not limited to unpaid minimum wages or overtime premiums. 5.2 PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the PROVIDER to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 6.0 Insurance 6.1 City shall not have any insurance obligations related to this Agreement, and PROVIDER shall not provide any service until all insurance required under this paragraph has been obtained and approved by the CITY. 6.2 Certificates of Insurance. Certificates of Insurance reflecting evidence of the required insurance shall be filed with the CITY prior to the commencement of this Agreement. The Certificates of Insurance and endorsements for each policy are to be issued by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. Further, the PROVIDER shall provide complete certified copies of current insurance policy(ies) and/or a certified letter from insurance company(ies) if requested by the City. These Certificates of Insurance provided shall contain a provision that coverages afforded under these policies will not be cancelled until at least forty-five days (45) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Georgia. Financial Ratings must be not less than "A -VI" in the latest edition of "Best Key Rating Guide", published by A.M. Best Guide. 6.3 Insurance shall be in force until the obligations required to be fulfilled under the terms of the Agreement are satisfied. In the event the insurance certificate provided indicated that the insurance shall terminate and lapse during the period of this Agreement, then in that event, the PROVIDER shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement and extension thereunder is in effect. The PROVIDER shall not provide any service pursuant to this Agreement unless all required insurance remains in full force and effect. 6.4 Commercial General Liability insurance must be maintained for comprehensive coverage including for bodily injury and personal injury, sickness, disease and death, and property damage. 10 Exposures to be covered are: premises, operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: $1,000,000 Combined Single Limit - each occurrence $2,000,000 Combined Single Limit - general aggregate $1,000,000 Personal Injury PROVIDER shall have its insurer name the City of MILTON as an additional insured on its General Liability policy. PROVIDER shall also have its insurer name the FULTON COUNTY BOARD OF EDUCATION as an additional insured on its General Liability policy. 6.5 Worker's Compensation insurance shall be maintained during the life of this Agreement to comply with the statutory limits for all employees, and in the case any work is sublet, the PROVIDER shall require the subcontractor(s) similarly provide Workers Compensation Insurance for all the latter's employees unless and until such employees are covered by the protection afforded by the PROVIDER. The PROVIDER and his subcontractors shall maintain during the life of this Agreement Employers Liability Insurance. The following limits must be maintained: A. Workers Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease -policy limit $100,000 Disease -each employee If PROVIDER or its subcontractor claims to be exempt from this requirement, PROVIDER shall provide CITY proof of such exemption; provided that CITY may reject such claim, and CITY's acceptance of such claim shall not affect this obligation should claim of exemption be determined inaccurate or false. 6.6 PROVIDER shall also maintain Directors and Officers insurance with limits of at least $500,000.00, in a policy separate from the Commercial General Liability insurance policy. Areas of coverage must include allegations of: wrongful termination; failure to hire or promote; discrimination, including sexual harassment; failure to accommodate disabilities; and claims alleging mental anguish and emotional distress. Claims -made coverage must cover the preceding six years or the length of time the Program has been operating in the City, whichever is less. The policy must include the City as an additional insured. 6.7 PROVIDER shall include all subcontractors as insureds under its policies or shall ensure each subcontractor complies with the insurance requirements provided herein, including but not limited to naming the CITY as an additional insured. ARTICLE 7.0 Term and Termination 7.1 After a two (2) month trial period, the programs will be evaluated by the DEPARTMENT, and the remainder of this Agreement will either be terminated or continue in full force and effect. If at any time after the two (2) month evaluation, program enrollment should fall below the required minimum, the PROVIDER will be allotted four (4) weeks to bring enrollment up to the required minimum. The programs will be reevaluated at the close of this four (4) week 11 period, at which time the CITY may terminate this Agreement if the requirements herein have not been met or the CITY is otherwise unsatisfied with the program in its sole discretion. 7.2 The term of this Agreement shall commence upon the date of execution hereof and shall remain in effect until December 31, 2020, unless terminated sooner as provided in this Article. Renewal of this Agreement beyond said term shall require the mutual written agreement of the CITY and PROVIDER. 7.3 PROVIDER's violation of any term set forth in this Agreement may result in termination of this Agreement by written notice. This Agreement may also be terminated by the CITY for convenience and at the sole and exclusive discretion of the CITY upon giving of at least thirty (30) days prior written notice of termination to the PROVIDER at the PROVIDER's address set forth herein. This Agreement may be terminated by the City immediately by written notice to PROVIDER upon any willful, reckless, or grossly negligent act or omission by PROVIDER or any of its officers, agents, employees, or volunteers. 7.4 This Agreement may be terminated by PROVIDER upon giving at least thirty (30) days written notice of termination to the CITY. 7.5 PROVIDER must notify the DEPARTMENT in writing of any program cancellations at least ten (10) business days prior to the scheduled cancellation. 7.6 CITY reserves the right to cancel or reschedule any of the PROVIDER's programs in the case of scheduling conflicts or other emergencies, as determined by the DEPARTMENT. 7.7 Upon termination or expiration of this Agreement, PROVIDER shall provide payment to the CITY of any commission or surcharge due up to the termination date. 7.8 The rights and remedies of the CITY and PROVIDER provided under this Article 7 are in addition to any other rights and remedies provided under this Agreement or at law or in equity. ARTICLE 8.0 Indemnification 8.1 PROVIDER covenants and agrees to take and assume all responsibility for the services provided in connection with this Agreement. PROVIDER shall defend, indemnify and hold harmless the CITY and the FULTON COUNTY BOARD OF EDUCATION, and the CITY and FULTON COUNTY BOARD OF EDUCATION's trustees, elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents and volunteers (individually an "Indemnified Party" and collectively the "Indemnified Parties") from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney's fees, paralegal fees, and costs of defense ("Liabilities"), which may arise from or be the result of alleged willful, negligent or tortious conduct arising out of the performance of services described herein, or operations by the PROVIDER, any subcontractor, anyone directly or indirectly employed by the PROVIDER or subcontractor or anyone for whose acts the PROVIDER or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an 12 Indemnified Party by any employee of the PROVIDER, its subcontractor, anyone directly or indirectly employed by the PROVIDER or subcontractor or anyone for whose acts the PROVIDER or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the PROVIDER or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 8.2 The Parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the PROVIDER's responsibility to indemnify. ARTICLE 9.0 Americans with Disabilities Act; Nondiscrimination 9.1 PROVIDER shall not discriminate against any person in its operation and activities in its use or expenditure of the funds or any portion of the funds provided by this Agreement and shall affirmatively comply with all applicable provisions of the Americans With Disabilities Act ("ADA"), in the programs while providing any services funded in whole or in part by the CITY, including Titles I and II of the ADA and all applicable regulations, guidelines, and standards. 9.2 PROVIDER's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully or appropriately used as a basis for delivery of service. 9.3 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, PROVIDER, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, PROVIDER agrees to comply with all applicable implementing regulations of the laws cited above, and shall include the provisions of this paragraph in every subcontract for services contemplated under this Agreement. 13 ARTICLE 10.0 Miscellaneous 10.1 No modification, amendment, or alteration of the terms and conditions contained shall be effective unless contained in a written document executed by each party with the same formality and equal dignity herewith. 10.2 This Agreement is not transferable or assignable, and PROVIDER agrees not to delegate, transfer or assign the performance of any services called for in the Agreement without prior express written consent from the CITY. As to any approved subcontractors, the PROVIDER shall be solely responsible for reimbursing them, and the CITY shall have no obligation to them. 10.3 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 10.4 The PROVIDER shall pay reasonable attorney's fees to the City should the City be required to incur attorney's fees in enforcing the provisions of this Agreement. 10.5 Time is of the essence of this Agreement. 10.6 The individual executing this Agreement on behalf of PROVIDER agrees and represents that he is authorized to execute this Agreement on behalf of the respective entity and has obtained all necessary approvals to execute and bind PROVIDER to the terms of this Agreement. Accordingly, the City and PROVIDER both waive and release any right to contest the enforceability of this Agreement based upon the execution and/or approval thereof. 10.7 Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the PROVIDER agrees that, during performance of this Agreement, Consultant, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age or disability. In addition, PROVIDER agrees to comply with all applicable implementing regulations and shall include the provisions of this Section in every subcontract for services contemplated under this Agreement. 10.8 Books, records, documents, account ledgers, data bases, and similar materials relating to the services performed under this Agreement ("Records") shall be established and maintained by PROVIDER in accordance with requirements prescribed by the CITY and applicable law. Upon request, the PROVIDER shall furnish to the CITY any and all Records related to matters covered by this Agreement in the form requested by the CITY. The PROVIDER will permit the CITY or CITY's representatives) to audit, examine, and make excerpts or transcripts from such Records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and/or data relating to all matters covered by this Agreement. All communications relating to the day-to-dy_activities of tpe program shall be exchanged between TOM MCKLVEEN for the CITY and +I It✓ !-k` ^9f) � for the PROVIDER. All other notices, requests, demands, writings, or correspondence, as required by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when: (1) personally 14 delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the address given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith: NOTICE TO THE CITY shall be sent to: Tom McKlveen Parks and Recreation Manager, City of Milton 2006 Heritage Walk Milton, GA 30004 NOTICE TO THE PROVIDER shall be sent to: Neil McNabb Director, Rush Union, Inc. 14295 Birmingham Hwy Milton, GA 30004 10.10 No failure by the CITY to enforce any right or power granted under this Agreement, or to insist upon strict compliance by PROVIDER with this Agreement, and no custom or practice of the CITY at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the CITY's right to demand exact and strict compliance by PROVIDER with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. 10.1 1 Pursuant to O.C.G.A. § 13-10-91, the CITY shall not enter into a contract for the physical performance of services unless the PROVIDER shall provide evidence on CITY -provided forms, attached hereto as Exhibits "D" and "E" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and PROVIDER's subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E - Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. The PROVIDER hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit "D", and submitted such affidavit to CITY. Further, PROVIDER hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IBCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02. In the event the PROVIDER employs or contracts with any subcontractors) in connection with the covered contract, the PROVIDER agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "E", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to 15 provide such an affidavit. If a subcontractor affidavit is obtained, PROVIDER agrees to provide a completed copy to the CITY within five (5) business days of receipt from any subcontractor. PROVIDER agrees that the employee -number category designated below is applicable to the PROVIDER. 500 or more employees. 100 or more employees. Fewer than 100 employees. PROVIDER hereby agrees that, in the event PROVIDER employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the PROVIDER will secure from the 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. 10.12 PROVIDER represents that it has reviewed and become familiar with this Agreement and has notified the CITY of any discrepancies, conflicts or errors herein. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the event of a conflict as to the duties and responsibilities of the Parties under this Agreement, this Agreement shall govern over any Exhibit, and the Exhibits shall govern in the order attached hereto. In the event of any conflict among the terms and conditions contained in this Agreement and the Facility Use Agreement, that term or condition shall govern that the City determines, in its sole discretion, to be most beneficial to the City. 10.13 Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties, provided that no Party may assign this Agreement without prior written approval of the other Party. 10.14 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia, and PROVIDER submits to the jurisdiction and venue of such court. 10.15 Should any article(s) or section(s) of this Agreement, or any 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 the Parties declare they would have agreed to the remaining parts of this Agreement if they had known that the severed provisions or portions thereof would be determined illegal, invalid or unenforceable. 10.16 Neither the CITY nor PROVIDER shall be liable for its respective non -negligent or non - willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of its respective duties or obligations under this Agreement or for 16 any delay in such performance due to: (a) any cause beyond its respective reasonable control; (b) any act of God; (c) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (d) earthquake, fire, explosion or flood; (e) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of PROVIDER; (f) delay or failure to act by any governmental or military authority; or (g) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact. 10.17 Hosting of camps and tournaments involving participants from outside the PROVIDER'S own program along with participants in the PROVIDER'S own program is allowed but requires coordination with and written consent of the Department. PROVIDER must seek approval from the City to host outside camps and tournaments at the parks at least thirty (30) days prior the proposed event. Field or facility rental fees and staff fees may be applicable for these types of events as determined by the Director or his/her designee. The City reserves the right to require liability waivers, proofs of insurance, or other forms of protection from outside participants as a condition of consent to such events. 10.18 The PROVIDER is specifically not permitted to sublet facilities to any individual or organization. The PROVIDER'S Facility Use Agreement will authorize the PROVIDER'S own use only. The City reserves the right to restrict facility use on dates when there are special City/Department events. These dates, if applicable, will be included in the annual Facility Use Agreement. 10.19 The PROVIDER is allowed to seek sponsors to help offset expenses associated with administering their programs and to create a revenue stream for the PROVIDER to assist the City in funding capital projects benefitting the parks and facilities they use. The PROVIDER is not permitted to obtain sponsorships, including direct financial aid and/or in-kind donations, from any religious organization or individuals and businesses that compete with contractual obligations of the City. Sponsors must be in good taste and appropriate for City park environment (i.e. alcohol and/or tobacco -related products/businesses are not allowed to advertise in City parks). Details of how sponsorship opportunities may be implemented shall be discussed with and approved by the Department Director or his/her designee. Sponsor and team banners are allowed to be displayed at the park on the day of an event only. They must be mounted in a way that does not damage the City property and they must be removed at the end of the day. Banners must not contain any language or images that would be considered offensive or inappropriate around children. 10.20 If damage to a field or facility occurs because of misuse or abuse (misuse to include, but not limited to: failure to rotate goals, practice or play in inclement weather conditions, damage to flooring, etc.) by the PROVIDER, the City will require the PROVIDER to pay for any and all costs necessary to repair the damaged area. The use of any form of metal cleats is strictly prohibited on the artificial turf fields. 10.21 PROVIDERS are responsible for picking up litter around facilities and placing it in proper receptacles after the conclusion of a scheduled program. This includes all facilities, playing areas, walkways, restrooms, concession stands, dugouts, etc. 17 IN WITNESS OF THE FOREGOING, the Parties have set their hands and seal the day and year first written above. ATTEST: SUDIE GORDON, CITY CLERK ATTEST: Print: Its: (Assistant) Corporate Secretary (required if corporation) CITY: BY: JOE LOCKWOOD, MAYOR PROVIDER: 0 Print: r�I L h,1c f'j Its: (circle one) Ci>resident/Vice President (Corporation) - General Partner (Partnership/Limited Partnership) - Member/Manager (LLC) [CORPORATE SEAL] (required if corporation In EXHIBIT "A" [INSERT SCOPE OF WORK (INCLUDING BUT NOT LIMITED TO FEES, SCHEDULE INFORMATION, AND MINIMUM NUMBER OF PARTICIPANTS)] Rush Union Soccer RE: City of Milton Adult Soccer League Program description and registration breakdown: Program Description Registration Fees Adult (18+): "70 League" $66.00/per player 8-10 Week Session. One game per week played in a 7v7 format. Teams provide their own 11 Players minimum per team uniforms Adult (18+): "11v11 League" $66.00/per player 8-10 Week Session. One game per week played in a 11v11 format. Teams provide their own 15 Players minimum per team uniforms Season Length: Winter League: December -February Spring League: March -May Summer League: June -August Fall League: September -November EXHIBIT "C" City of Milton Parks Ordinances & Park/Facility Regulations CITY OF MILTON PARKS ORDINANCES Programs are responsible for adherence to all City and park ordinances. A collection of applicable ordinances is shown below, subject to the caveat that ordinances are amended from time to time; these ordinances may not be fully current; and other ordinances not shown here may be relevant depending on the activity. Sec. 34-22. - Prohibited acts. (a) Alcoholic beverages. Unless a public facilities permit has been obtained under Chapter 4 of this Code, it shall be unlawful for any person to possess and consume any alcoholic beverage, or be under the influence of alcoholic, malt and vinous beverage, within any public park and within any building or facility under the supervision of the city recreation and parks department. (b) Firearms. It shall be unlawful for any person to discharge any firearm within the city parks in accordance with the authority vested in the city by the general assembly in accordance with O.C.G.A. § 16-11-173. Signs shall be posted at city parks stating the following: "In accordance with O.C.G.A. § 16-11-173 and the City Code of Milton, the discharge of firearms in city parks is prohibited." (c) Fireworks. It shall be unlawful for any person to possess or use fireworks, as defined in O.C.G.A. 25- 10-1(a) (1), in any of the city parks, unless written permission for such has been authorized by the mayor and city council. (d) Injuring public property. It shall be unlawful for any person to cut, break, mutilate, deface, or in any other manner destroy or injure any public property, real or personal, belonging to, owned by, or leased or used by the city. (e) Killing wildlife. It shall be unlawful for any person to hunt, trap, shoot, maim or kill any animal or wildlife, or attempt to do any of the acts mentioned in this subsection to any animal or wildlife within any of the city parks without the city manager's written permission. (f) Motor vehicles. It shall be unlawful for any person to drive, operate and park any motor vehicle, mini -bike or motorcycle within any city park, except in areas designated for such use. This section does not apply to city employees or agents when municipal duties require them to drive over said park or to park their vehicles or equipment at such locations in order to perform city business. (g) Noises. It shall be unlawful for any person to make any unnecessary, loud noises, engage in noisy disputes or conversation, engage in any indecent or loud acts of behavior, or in any other manner disturb the public peace, quiet, and order in any of the city parks, according to the city's noise regulations. (h) Park hours. All city parks that have lighted athletic fields shall be closed between the hours of 10:30 p.m. and 6:00 a.m. All other parks shall be closed from dusk until dawn. No person shall be authorized to be on the premises or property of any city park when they are closed, except authorized city employees or persons engaged in activities authorized by the recreation and parks director, or the city manager. 21 (i) Pets. All pets must be on a leash and the owner is responsible for the disposal of pet waste. All pets are prohibited on athletic fields, unless written permission for such has been authorized by the city manager or the recreation and parks director. (j) Permit required. It shall be unlawful for any person to engage in any activity in the city parks which requires a permit or ticket without first obtaining such permit or ticket. (k) Polluting water in parks. It shall be unlawful for any person to pollute or disturb any spring, branch, pond, fountain, or other water owned by or leased to the city. (1) Posting signs. It shall be unlawful for any person to affix any bill, sign, or notice on any tree, building, or fixture in any of the parks. It shall be unlawful for any person to place any paper, books, refuse, or trash of any kind in any of the public parks, except in containers provided for such. (m) Skateboards. It shall be unlawful for any person to operate a skateboard on any street, lane, way, road, and/or any parking lot in any park in the city unless otherwise designated by signage or published rules. (n) Smoking. It shall be unlawful for anyone to smoke in the park. (o) Speed limit. It shall be unlawful for any person to operate a motorized vehicle upon any road within a park in the city at a greater speed than 15 miles per hour. (p) Swimming in lakes. It shall be unlawful for any person to swim in or enter any lake at any park in the city for the purpose of swimming or wading unless a permit for such has been issued by the city recreation and parks department or an authorized representative, or such person are conducting recreation department business. (q) Urban camping. It shall be unlawful to reside or to store personal property in any park owned by the city. Furthermore, it shall be unlawful to use any public place, including city parks, for permanent living accommodations purposes or camping, except in areas specifically designated for such use or specifically authorized by permit. (Ord. No. 07-01-03, § 1(ch. 8, art. 1, § 4), 1-18-2007; Ord. No. 07-08-42, § 1(ch. 8, art. 1, § 4), 8-23-2007; Ord. No. 14-10-225, §§ 1, 2, 10-20-2014); Ord. No. 15-03-237, § 1, 3-16-2015) PARK/FACILITY REGULATIONS 1. Programs conducting youth activities on City facilities must have an appropriate number of adults supervising the activities conducted by the Program from the outset to the conclusion of the activity. 2. Spectators, Parents, Coaches, or Officials of a Program must display appropriate conduct while operating activities on City facilities. Continuous failure to do so could result in the termination of the right to use City facilities. All Programs must enact and enforce a policy of ZERO tolerance for abusive behavior while at a Program event on-site or at an away facility. 3. The park belongs to all of the residents of Milton. All Programs are asked to enact and encourage a policy of "Leave It Cleaner Than When You Arrived" with regard to all elements of the park. The Program is responsible for cleaning the area around athletic fields, dugouts and walkways. This must be completed upon the conclusion of each activity. 22 4. Program representatives are responsible to report any and all suspicious activity occurring on City property to the Department and/or to the City's Department of Public Safety. 5. The Department reserves the right to cancel any scheduled activities when it is believed that such use as during bad weather would damage facilities or put participants at risk. 6. Bicycles, roller blades, skateboards, hover boards etc. are prohibited on walkways and other designated areas. 7. No game shall begin after 9:00 pm, and every effort should be made to conclude by 10:00 pm. The park lights will go off at 10:30 pm 8. Parks may not be used for golf practice. 9. Other than service animals, it is against park regulations for any individual who possesses or is in charge of a domestic animal, restrained or unrestrained, to bring the animal onto any athletic field. It is the owner's responsibility to remove any animal excrement deposited by their animal on park property and dispose of it in a sanitary manner. FOR THE SAFETY OF ALL, PET OWNERS ARE REQUIRED BY LAW TO OBEY FULTON COUNTY LEASH LAWS WHILE VISITING CITY OF MILTON PARK FACILITIES. 10. The use of unmanned aerial vehicles (UAVs) or drones is prohibited at all active parks within the City. 11. Music may be played in the park at a volume that does not interfere with other activities. Any organization that receives a reasonable request to lower the volume must do so or risk cancellation of scheduled activities. All music played at the park must be in compliance with the current noise ordinances of the City. Music played must not contain inappropriate language (e.g., containing sexually explicit, degrading or violent words or themes) and must be family friendly. DJs are not permitted without a special use permit. 12. Synthetic multi -sport field rules & restrictions: a) No pets of any kind b) No food or beverages, including gum, seeds, nuts, sports drinks or soft drinks c) ONLY PLAIN WATER IS ALLOWED d) No glass containers e) No smoking or tobacco products of any kind f) No playing golf g) No tent stakes, spikes, etc. may be driven into the turf h) No metal or detachable cleats - only sneakers or molded plastic cleats i) No painting, chalking or marking field j) No vehicles, bikes, scooters, skateboards, roller- or inline skates, strollers or hover boards k) No grills, fireworks or fires of any kind 1) Do not pick or pull grass fibers or infill material m) Goals may be moved but they are to be LIFTED and moved as needed, NOT DRAGGED n) Do not throw, kick, hit or whip a ball into surrounding fences 13. Questions, recommendations, complaints, etc. regarding park facilities and operations should be directed to the Department - 678-242-2489 or jim.cregae@cityofmiltonga.us 23 EXHIBIT "D" CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: ^v ( / 1; 1 eVerify Number `V.A Date of Authorization rlc1L- �-k-<JP"5 Name of Contractor Name of Project City of Milton, GA Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on a.."`� �, 2020 in CvCA'15--1 (city), "k$14 Upw u-Lef-I(� 61\ (state). .\�tn;�nuu+u�qq `� ��•. SiONCn =�Q;apTagy��� rn G� •. UB ..O r ��•• -4,0R. 16,Z��ti•�, co '01It;illi10*,Ox, 24 Signature of Authorized Officer or Agent �L1(��ltC(JrA LiT(JF DlRt�(�2 Printed Name and Title of Authorized Officer or Agent SUBSCRIBED ANDS ORN BEFORE ME ON THIS THE � DAY OF i l ( 202_ r��[NOTARY PUBLIC SEAL] My Commission Expires: lc�f �a�-- EXHIBIT "E" SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with 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 Name of Project City of Milton, GA Name of Public Employer 25 I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on , _, 202_ in (city), (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF NOTARY PUBLIC [NOTARY SEAL] My Commission OUTSIDE PROVIDER FACILITY USE AGREEMENT This agreement, made this day of , 20 , by the City of Milton ("City") and 2kA5}1 zu11J a Georgia non-profit corporation called the "P OVIDER." Witnesseth: In consideration of the mutual agreements contained in this document, the City and PROVIDER agree as follows: The PROVIDER agrees to provide an Adult sports program (organized league play), to wit JA0�,_ , 6c,u as a service for the City in accordance with applicable policies and procedures for sports providers operating on City property or City leased facilities. 2. The term of this agreement will begin JANUARY 1, 2020 and continue through DECEMBER 31, 2020. A new agreement must be signed for each calendar year. 3. The City hereby authorizes the PROVIDER to use fields and facilities as listed below: COX QaAO ATULC;'tc- bAL(7LEX The authorization provided by this agreement includes use of all support structures (dugouts, lights, concession stands, storage facilities, bleachers, batting cages, fencing, basketball goals, lacrosse goals, etc.) for approved league play unless otherwise specified. The PROVIDER is authorized to use the facilities at the following dates and times: WEEKDAYS: FROM 5- AM/(M:)O AM)E:MK,) SATURDAYS: FROM AM/PM TO AM/PM SUNDAYS: FROM AM/PM TO AM/PM DATES: 1 EIL 3l . Z For Spring programming at Bell Memorial Park and/or Cox Road, ALL field usage will end on the first Sunday after July 4th for field renovations. 26 4. In consideration for the usage of the facilities, the PROVIDER agrees to a direct payment to the City of 15% commission on all registration fees and 100% of all applicable non-resident fees. 5. The PROVIDER agrees that it will provide the City with a database in an Excel format of the email addresses of the families of all of the participants in the program. This database will be used for the purpose of the City conducting an end of season quality survey. The City will share the results with the PROVIDER. The PROVIDER must maintain a favorable quality rating in 75% of the survey responses. Failure to achieve the desired quality ratings will result in an administrative review of the program and PROVIDER. 6. The PROVIDER is permitted multiple advanced level (non -recreation level) teams provided that no advanced level team displaces a single recreation -level participant or team and the advanced level teams must be made up of at least 50% City of Milton residents. Tryouts must be open to all, advertised in the appropriate media for the sport involved. The 50% Milton residency requirement must be verified by the City prior to formation of an advanced level team. 7. The PROVIDER agrees the facilities will be used in a safe manner, and in compliance with all applicable federal and state laws and City ordinances, rules and regulations. 8. The PROVIDER shall ensure that its coaches satisfy the certification and training requirements set forth in Exhibit A. INITIALED: i -J X-"- 9. PROVIDER shall not cause or permit damage or injury to the facilities. No alteration, addition, or improvement to the facilities shall be made by the PROVIDER without prior written consent from the City. Such alterations, additions, or improvements shall become and remain City property. 10. The City may enter the facilities at any time during the period of this agreement for inspection or supervision as deemed necessary. 11. The PROVIDER shall indemnify and hold harmless the City, its elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind of nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, including paralegal fees, liabilities, damages, orders, judgments, or decrees, sustained by the City or any third party arising out of, or by reason of, or resulting from the violation of any requirement of the Manual or this agreement or the willful or negligent acts, errors, or omissions of the 27 PROVIDER or its agents, officers, volunteers or employees. The Parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect. 12. It is the understanding of the City and the PROVIDER that nothing contained in this agreement shall be interpreted to assign to the PROVIDER any status under this agreement other than that of an independent PROVIDER. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the PROVIDER is an independent contractor under this Agreement and not a City employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, The State Workers Compensation Act, and the State unemployment insurance law. The PROVIDER agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work required hereunder. This Agreement shall not be construed as creating any joint employment relationship between the PROVIDER and the City and the City will not be liable for any obligation incurred by PROVIDER, including but not limited to unpaid minimum wages or overtime premiums. 13. Nothing within this agreement shall be construed as a waiver of governmental immunity, official immunity, or sovereign immunity by the City, its officers or employees. 14. For the purpose of this agreement, any notices required to be sent to the parties shall be mailed to the followingective addresses: PROVIDER NAME: I L J��ru S}I U/-,(')� y 1.ti res - ADDRESS: ► 9 q ( S CITY/STATE/ZIP: -A-N PHONE: 4 (D-+ 3 � f� w3 1 WEBSITE: ^I (�"�Sf1 *-� �c>-3 so(-c'cz de Cr EMAIL: n �,_� Pc-kk e f S R- - is - `A 0 CITY: City of Milton Parks and Recreation Department Attn: Director of Parks and Recreation 2006 Heritage Walk Milton, GA 30004 678-242-2489 www.cityofmiltonga.us jim.creqqe@cityofmiltonga.us Ccityofmiltonga.us 15. This agreement may be executed in counterparts, each of which shall constitute an original. 16. The City has designated the Director of Parks & Recreation or his/her designee for the City as its contact person, coordinator, and liaison person with the PROVIDER in the execution of the terms of this agreement. 17. The facilities shall not be used for any purpose other than those designated within this agreement, without the written consent of the City. 18. The PROVIDER may not deny participation in any park or program based on race, color, national origin, religion, sex, gender, sexual orientation, marital status, physical or mental disability, political affiliation, age, or any other factor which cannot be lawfully or appropriately used as a basis for such denial. 19. The PROVIDER agrees to adhere to all relevant City policies and procedures including, but not limited to the City's Athletic Association Organizational Manual or Agreement for Outside Providers (whichever is applicable) in effect as of the date of this Agreement (which policies and procedures the PROVIDER has received and reviewed) or as may be duly adopted by the City during the term of this Agreement. 20. The PROVIDER will adhere to fee policies set by the City, including fees that may not yet be currently established. 21. This Agreement shall not be assigned or subcontracted in whole or in part without the prior written consent of the City. This Agreement shall be construed under and governed by the laws of the State of Georgia. This Agreement is the complete understanding of the parties in respect of the subject matter of this Agreement and supersedes all prior agreements relating to the same subject matter. The parties may modify this Agreement only by written instrument signed by each of the parties hereto. Failure by either party to enforce a provision of this Agreement 29 shall not constitute a waiver of that or any other provision of the Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event of any conflict among the terms and conditions contained in this Agreement and the City's Athletic Association Organizational Manual or Agreement for Outside Providers, that term or condition shall govern that the City determines, in its sole discretion, to be most beneficial to the City. 22. The PROVIDER acknowledges and agrees that by virtue of the fact that the fields and other facilities made available to the PROVIDER under this Facility Use Agreement were funded by the taxpayers of the City and are leased or owned by the City, and further due to the fact that the recreation fees generated from the availability of such fields, the PROVIDER is subject to the Open Records and Open Meeting laws of the state of Georgia. The PROVIDER agrees to comply with those laws. To the extent that the PROVIDER is uncertain or needs assistance as to proper compliance with such laws, the City may provide assistance and guidance, but not legal advice, regarding same. The PROVIDER further agrees that all books and records of the PROVIDER shall be made available to the City of Milton as and when requested for review or audit. 23. City shall have the right to terminate this Agreement upon failure of PROVIDER to perform its obligations to the reasonable satisfaction of City. Prior to exercising this right of termination, City shall provide PROVIDER with a written notice specifying PROVIDER's failure to perform, and providing PROVIDER with a reasonable opportunity, not to exceed 30 days except as may be agreed to in writing by the City, to cure its deficiency. In the event that PROVIDER fails to cure the deficiency, or in the event of any subsequent failure to perform, City shall have the right to immediately terminate the Agreement by providing written notice of termination to PROVIDER. PROVIDER shall have the right to terminate this Agreement upon failure of City to perform its obligations to the reasonable satisfaction of PROVIDER. Prior to exercising this right of termination, PROVIDER shall provide City with a written notice specifying City's failure to perform, and providing City with a reasonable opportunity, not to exceed 30 days except as may be agreed to in writing by the PROVIDER, to cure its deficiency. In the event that City fails to cure its deficiency, or in the event of any subsequent failure to perform, PROVIDER shall have the right to immediately terminate the Agreement by providing written notice of termination to City. 30 Either party may terminate this Agreement at any time for convenience upon thirty (30) days written notice to the other party. I hereby acknowledge and understand that the PROVIDER, which I am authorized to represent, will abide by and comply with the terms and conditions set forth in this Facility Use Agreement as well as all of the applicable policies, procedures, guidelines, and rules of the City. I understand that failure of the PROVIDER or any of its members to comply with any applicable requirement may result in termination of this Agreement with the City. PROVIDER: CITY: By: President Name: -4E (Typed or Printed) Date: 0 �`� 1r2 C c > Attest: PROVIDER Secretary Name: (Typed or Printed) Date: [AFFIX CORPORATE SEAL] 31 By: Steve Krokoff, City Manager City of Milton Date: Ratified by City Council: By: Joe Lockwood Mayor, City of Milton Date: EXHIBIT A [This exhibit to be modified on a case-by-case basis to reflect the varying nature of coaching certifications in different sports.] PROVIDER must require that a minimum of one (1) coach per team is to attend a coaching clinic and maintain a coaching certification in good standing. The following are approved coaching certification clinics: NYSCA, Simply the Best, A.C.E., A.C.E.P., Doyle, GHSA, GYSA, US Youth Soccer, Higher Ground, US Lacrosse Association, USA Football, National Cheerleading Association. The PROVIDER may submit a written request to the City for the approval of other certifications. Records of certifications are to be sent to the Parks & Recreation Department within two weeks of the season start. SPORT ACCEPTABLE COACHING CERTIFICATIONS: 32 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Atlanta Retirement Partners to Serve as Investment Advisors for the City’s 401 and 457 Plans MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X August 17, 2020 X X X To: Honorable Mayor and City Council Members From: Sam Trager, Human Resources Director Date: Submitted August 11, 2020 for the August 17, 2020 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Atlanta Retirement Partners to Serve as Investment Advisors for the City’s 401 and 457 Plans _____________________________________________________________________________________ Department Recommendation: Approval Executive Summary: Atlanta Retirement Partners (ARP) will provide services to include: • Provide and maintain an Investment Policy Statement for the Plan • Conduct quarterly on-site, reviews of the Plan & investments as determined by the Retirement Review Committee. These would shift to semi-annual after year one • Provide quarterly investment review updates via email or through an on-site meeting (option of teleconference if/when desired) • Assist in identifying situations where change to the Plan's investment offerings would be advisable, and provide recommendations for replacement or additional investments • Consult on plan design -- including plan provisions, service features, and plan pricing design • Act as liaison with our service provider(s) for issue resolution/service enhancement • Coordination of employee education/engagement campaigns including financial wellness and 1:1meetings • Annual plan cost benchmarking • Plan service provider evaluation and search assistance, as needed Through this PSA, ARP will be acting as a 3(21) Fiduciary in regard to the investment side of the plan. Procurement Summary: Purchasing method used: Professional Services Account Number: Requisition Total: Initially, there are no City paid costs associated with this item. Initial payments will be drawn from pension forfeitures from non-vested employees who terminate service with the City. Account numbers will be assigned when forfeitures are received from our provider. Financial Review: Bernadette Harvill, Legal Review: Sam VanVolkenburgh, Jarrard & Davis, July 28, 2020 Concurrent Review: Steve Krokoff, City Manager Attachment: Contract Account Application RPCP Retirement Plan Consulting Program (RPCP) Account Number Schedule A Rep ID 71M71MI X D Instructions: Please complete all applicable sections of the RPCP Schedule A in full when RPCP Investment Advisor Representative (IAR) is consulting with the Plan in an RPCP capacity only, and LPL Financial LLC ("LPL") is not also broker/dealer of record on the plan. This Schedule is part of the Retirement Plan Consulting Program Agreement (the "Agreement") (AP-RPCP). If this is a change of RPCP IAR(s), complete the F792. Please email the completed form to imagino.email@lpl.com or fax to (858) 202-8325. ATTENTION: Any alterations must initialed by the trustee and/or authorized officer. ❑ Check here if this is an amendment to an existing RPCP Schedule A and indicate the section(s) updated. • Write in the LPL "shell" account number and RepID/SplitlD in the upper right corner. • Complete only the sections being updated/amended, in addition to signatures from client and IAR in Sections VII and VIII. Representative Information RPCP Investment Advisor Representative "IAR" DBA Name (if applicable) DAVID GRIFFIN ATLANTA RETIREMENT PARTNERS Section I: Plan Information 1. Plan Type (choose only one) O 401(k) Plan O 403(b) Plan O Defined Benefit Plan Other (please specify) O Profit Sharing Plan O 457 Plan O NODC 401(A) Is the Plan subject to ERISA? O Yes (i) No Is the plan for a Government Entity? ( Yes O No Is your client considered an "institutional account" based on one or more of the following definitions per FINRA Rule 4512(c): O Yes (�) No 1. A bank, savings and loan association, insurance company or registered investment company; 2. An investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); or 3. Any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million How are the investments directed? O Participant O Employer 2. Plan Information Plan Name (CITY OF MILTON Plan Mailing Address Plan Tax ID Number 2006 HERITAGE WALK 1-0608862 MILTON, GA 3004 3. Plan Sponsor / Employer (Client) Information Plan Sponsor / Employer (Client) Business Phone CITY OF MILTON 1 1678.242.2500 Plan Sponsor / Employer (Client) Address (no P.O. boxes) I✓ Same as Plan Address Fax Number Plan Sponsor / Employer (Client)Tax ID Number D✓ Same as Plan Tax ID Email ,11 LPL Financial Member FINRA/SIPC F321-RPCPIC II L-) L Revised 0919 Page 1 of 5 RPCP Section I: Plan Information (continued) 4. Country of Legal Establishment (choose one) Plan Sponsor / Employer (Client) Country of Legal Establishment O USA O Other S. Plan Assets and Participant Count Enter the letter that corresponds to the correct range: Approximate plan assets FL Approximate number of participants 100+ I. Less than $999,999 J. $1,000,000 - $4,999,999 K. $5,000,000 - $9,999,999 L. $10,000,000 - $29,999,999 M. $30,000,000 and over 6. Service Provider Information Service Provider (Recordkee in Platform) Provider Contract Number / Plan Number VOYA 1644FB7 Third Party Administrator (if not the same as Service Provider above) Product Name (if applicable) Section II: Authorized Officer / Trustee Information - For ERISA Plans Only If necessary, use additional copies of this page for any additional trustees and/or Authorized Plan Officers. Note: This entire section must be completed. 1. Primary Information Authorized Officer (with authority to act on behalf of Plan) / Name of Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailin Address If Corporate Trustee, Tax ID Business Phone 2. Secondary Information Authorized Officer (with authority to act on behalf of Plan) / Name of Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailing Address If Corporate Trustee, Tax ID Business Phone 3. Tertiary Information Authorized Officer (with authority to act on behalf of Plan) / Name of Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailing Address If Corporate Trustee, Tax ID Business Phone F321-RPCP Account Number Revised 0919 Page 2of5 RPCP Section III: Trustee / Authorized Officer Information - For Non -ERISA Plans Only If necessary, use additional copies of this page of the F321-RPCP form for any additional trustees and/or Authorized Plan Officers. Note: This information helps to meet the Customer Identification Program rules that apply to Non -ERISA Plans. If the plan is held in a group annuity and does not have a trustee, then leave the trustee section blank. 1. Trustee Information Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Date of Birth* VOYA INSTITUTIONAL TRUST COMPANY Address Associated with Trustee (no P.O. boxes) Mailincl Address *Required only for individual trustee ONE ORANGE WAY I SAME Social SecurityNumber/Tax ID WINDSOR, CT 06095-4774 46-5416028 IDT pe / Corp. ID T e * ID Number ID Issuance Date ID Expiration Date Countr of Citizenshi /Establishment Corp * Articles of Inc., Business License, ID Place of Issuance State Certificate of Good Standing ID verified? O Yes O No Home Phone Mobile Phone Business Phone Fax Number 2. Authorized Officer Information Authorized Officer Name (with authority to act on behalf of Plan) Home Phone Address Associated with Authorized Officer [D Same as Plan Mailing Address Business Phone 3. Authorized Officer Information Authorized Officer Name (with authority to act on behalf of Plan) Home Phone Address Associated with Authorized Officer ❑ Same as Plan Mailing Address Business Phone Section IV: Services 1. Investment Advisory Services *Fiduciary services under ERISA (to the extent the plan is subject to ERISA) OInvestment Policy Statement. IAR will assist the Plan in the preparation or review of an investment policy statement ("IPS") for the Plan based upon consultation with Client. *Ongoing Investment Recommendations. IAR will recommend, for consideration and selection by Client, specific investments to be held by the Plan or, in the case of a participant -directed defined contribution plan, to be made available as investment options under the Plan. IAR will recommend, for consideration and selection by Client, investment replacements if an existing investment is determined by the Client to no longer be suitable as an investment option. *Ongoing Investment Monitoring IAR will perform ongoing monitoring of investments options in relation to the criteria provided by the Client to the IAR. 0 *Qualified Default Investment Alternative Assistance. IAR may assist Client with selecting investment products or managed accounts offered by third parties in connection with the definition of a "Qualified Default Investment Alternative" ("QDIA") under ERISA (for plans subject to ERISA). *Non -Discretionary Model Portfolios. IAR will recommend, for consideration and approval by Client, (i) asset allocation target -date or risk-based model portfolios for the Plan to make available to Plan participants, and (ii) funds from the line-up of investment options chosen by the Client to include in such model portfolios. 0 Performance Reports. IAR will prepare periodic reports reviewing the performance of all Plan investment options, as well as comparing the performance thereof to benchmarks with Client. The information used to generate the reports will be derived directly from information such as statements provided by Client, investment providers and/or third parties. Account Number Revised 0919 � 4t, 7tM-: M-0-- - F.: Page 3 of 5 RPCP Section IV: Services (continued) 2. Consulting Services ZService Provider Liaison. IAR shall assist the Plan by acting as a liaison between the Plan and service providers, product sponsors and/or vendors. In such cases, IAR shall act only in accordance with instructions from the Client on investment or Plan administration matters and shall not exercise judgment or discretion. ZEducation Services to Plan Committee. IAR will provide education, training, and/or guidance for the members of the Plan Committee with regard to plan features, retirement readiness matters, or duties and responsibilities of the Committee, including education with respect to fiduciary responsibilities. ❑v( Participant Enrollment. IAR will assist Client in enrolling Plan participants in the Plan, including conducting an agreed upon number of enrollment meetings. As part of such meetings, IAR will provide participants with information about the Plan, which may include information on the benefits of Plan participation, the benefits of increasing Plan contributions, the impact of preretirement withdrawals on retirement income, the terms of the Plan and the operation of the Plan. ❑✓ Participant Education. IAR will assist with participant education, which may include preparation of education materials and/or conducting investment education seminars and meetings for Plan participants. Such meetings may be on a group or individual basis, and may include information about the investment options under the Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment time horizons and assess risk tolerance. Such meeting shall not include specific investment advice about investment options under the Plan as being appropriate for a particular participant, but may include use of educational investment models. Plan Search SupportNendor Analysis. IAR will assist with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support. Benchmarking Services. IAR will provide Client with comparisons of Plan data (e.g., regarding fees, services, participant enrollment and contributions) to data from the Plan's prior years and/or a benchmark group of similar plans. Assistance Identifying Plan Fees. IAR will assist client in identifying the fees and other costs borne by the Plan for, as specified by client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan. Section V: Fee Information 1. This fee arrangment is effective beginning on this date: P7/01/2020 (required) If fees are to be paid out of the plan, the date shall be consistent with the provider's client authorization form signed by the Plan Sponsor. 2. Frequency of compensation of payments: Puarterly 3. Compensation In consideration of the above agreed upon services rendered by RPCP IAR, fees shall be made payable to LPL under one of the following arrangements as indicated. If fees are to be calculated and deducted from Plan assets, and paid to LPL Financial by a Third Party Payor as indicated, such fees shall be calculated in the method and on the frequency as set out in the Third Party Payor's authorization form signed by the Plan Sponsor and submitted with this agreement. If fees are to be invoiced by LPL/RPCP IAR as indicated below, and such fee is based on the value of Plan assets, LPL Financial shall calculate the fee based on the value of Plan assets at the end of the relevant period - 0 A. Annual flat fee of $ !� B. Fee for service. Based on percentage of Plan assets:25 basis points (bps) per annum. OC. Fee for service — tiered. Fee for service based on a percentage of Plan assets. (Attach the tiered fee schedule.) Current Range of Plan assets Current Fee $ to $ bps O D. Hourly Rate of $ Estimated number of hours annually OE. One-time payment of $ for the above project -specific work O Up front OUpon Completion 0 % up front and remainder upon completion. *If fees will be collected out of plan assets, it will be the responsibility of LPL IAR to manage any adjustments with the Provider. Copies of the provi authorization forms, updated and signed, will need to be emailed LPLfinancial.RPCP@Ipl.com) Account Number Page 4of5 ❑First Year Fee of $ . In addition to the fees selected, Client will pay an additional fee for the first year after the Plan is implemented or transitioned to a new platform/ product provider. The First Year fee in intended to cover the additional services (e.g. fund mapping, assistance with enrollment, additional education to committee members and participants, etc.) that the IAR may provide as a result of the implementation or transition. F321-RPCP Revised 0919 [;; Lill RPCP Section VI: Invoice and Payment Procedures 1. All fees shall be made payable to "LPL Financial - RPCP". Contact Iplfinancial.RPCompensation@lpl.com for current RPCP payment instructions and invoice procedures. By default, fee billing is in arrears unless specified differently here: Fees will be paid OA. Fees are automatically collected by the provider from the plan assets and sent to LPL. Client will authorize payor to pay the fees to LPL pursuant to the terms of this agreement. Note: A copy of the provider authorization is required to be sent to LPL in order for this form to be considered 'In Good Order'. Payments will be made: OOut of a plan expense reimbursement account or, ODeducted across participant accounts or, OAs otherwise set out in the applicable Third Party Payor authorization form client will complete to authorize payment out of Plan assets. OB. Fees are paid from the plan assets to LPL in a non -automated process pursuant to the terms of this agreement. This option is only available if the provider does not support automated billing (option A above). Client is responsible for verifying advisory fees prior to payment of the fees to LPL Financial. Advisor is responsible for initiating any invoice process that may be required each payment cycle. Oi C. Fees are paid by the Plan Sponsor to LPL. The IAR will provide an invoice to the plan sponsor. Fees shall be due upon receipt of the invoice, and client is responsible for verifying advisory fees prior to payment of the fees to LPL Financial. Advisor is responsible for initiating the invoice process each payment cycle. Section VII: Authorized Officer /Trustee Acknowledgment and Execution This Schedule A is part of the Agreement and is incorporated by reference in the Agreement. By signing below, Client agrees to the terms and conditions of the Agreement. The Agreement contains a predispute arbitration clause in Section 11. Client acknowledges receiving reasonably in advance of the date hereof, and has taken time necessary to review and understand, information provided in the Agreement and the LPL Financial Retirement Program Consulting Program Brochure that describe the scope of services and compensation, including alternative plan -level services offered by LPL and related conflicts of interest. Authorized Officer / Trustee Signature Authorized Officer / Trustee Name (print) Title Authorized Officer / Trustee Signature Authorized Officer / Trustee Name (print) Title Uate (required) Date (required) Authorized Officer / Trustee Signature Authorized Officer/ Trustee Name (print) Title Date (required) Section VIII: RPCP IAR Acknowledgment (Branch Use Only) I certify I am servicing AAan solyfthrough the RPCP program and LPL is not the broker/dealer of record on the Plan. 1�> w_A David Griffin 7xmd 7/29/2020 RPCP IAR Signature RPCP IAR Name (print) Rep ID Date (required) RPCP IAR Signature (if applicable) RPCP IAR Name (print) Rep ID Date (required) RPCP IAR Signature (if applicable) RPCP IAR Name (print) Rep ID Date (required) Check below if sharing fees through a solicitors' agreement (either PRN or RPP programs.) I understand that the appropriate Written Disclosure Form is required in order to pay the referral revenue. ❑ Referral from outside entity/individual PRN ID (Must be pre -approved through the PRN process. Use F620 -PAA Written Disclosure to indicate % to be paid to outside entity/ individual.) ❑ Referral from other LPL advisor through RPP (LPL Rep ID to receive referral revenue) (RPP is to be used when advisor referring the plan to RPCP IAR is not individually approved for RPCP.) Use F620-RPCP-RPP Written Disclosure to indicate % to be paid to LPL advisor.) Section IX: LPL Acceptance (Home Office Use Only) LPL accepts this RPCP Agreement and Schedule A as of the effective date above. LPL may indicate its acceptance of this Agreement electronically. LPL Home Office Signature LPL Home Office Name (print) Date ■ L-) F321-RPCP I I■ Account Number Revised 0919 lCoMMIF Page 5 of 5 City of Milton, LPL Financial, LLC, & Atlanta Retirement Partners, LLC - Agreement Supplement 1. Priority of Supplement: This Supplement is attached to the Retirement Plan Consulting Program (RPCP) Consulting Agreement and associated Schedule A documents for 401(A) and 457 Plans (collectively the "Agreement") between the City of Milton, Georgia as plan sponsor ("Client"), LPI, Financial, LLC (`'LPL") and Atlanta Retirement Partners; LLC as Investment Advisor Representative ("IAR"). The provisions of the Supplement control over any contrary provisions found in the Agreement and any other document that is incorporated by reference into the Agreement, and this Supplement shall be deemed an amendment to the Agreement. 2. Term: As required by the Client's Purchasing Policy, the Agreement shall expire on September 30, 2021. Because any party may terminate the Agreement for convenience at any time, the parties agree and acknowledge that the Agreement is not a "multi-year purchasing contract" contemplated by O.C.G.A. § 36-60-13(a). 3. Compensation: The parties acknowledge that Client has entered into or will enter into a separate agreement with Voya Retirement Insurance and Annuity Company as plan administrator, and Voya Institutional Trust Company as trustee (collectively "Voya"). Client will direct Voya through that separate agreement to provide quarterly payments to IAR equal to one-quarter of the annual fee for service due to LPL/IAR, and the parties accept this payment arrangement. . 4. Services: The services to be provided under the Agreement are those listed in Section IV of each Schedule A, as further described in the "Proposed Services" document attached hereto as Exhibit A. 5. Nondiscrimination: In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of federal law, LPL and IAR agree that, during performance of the Agreement, LPL and IAR, 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, LPL and IAR agree to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under the Agreement. 6. Sovereign Immunity. Indemnification: Nothing contained in this Agreement shall be construed to be a waiver of Client's sovereign immunity or any individual's qualified. good faith or official immunities. No provision of the Agreement shall be construed to impose a contractual duty of defense or indemnification upon the Client. 7. Compliance with the Geor is Open Records Act: To the extent required by law, each party agrees to comply with the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.) and no confidentiality requirement in the Agreement shall impose any obligation inconsistent with the rights and duties created by that Act. Ethics: Client and LPL and IAR 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 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 procurementstandard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request forruling, 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. Client and LPL and IAR 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 LPL. and IAR or any higher tier sub -consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. 9. Emuloyrnent of Unauthorized Aliens Prohibited E Verify Affidavit: Pursuant to O.C.G.A. § 13- 10-91, Client may not enter into a contract for the performance of services unless the contractor shall provide evidence on the forms, attached hereto as Exhibits "B" and "C" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E -Verify or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. LPL and IAR hereby verifies that each has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit `B", and submitted such affidavit to Client. Further, LPL and IAR hereby agree to comply with the requirements of the federal Itnrnigration 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 LPL and IAR employ or contract with any subcontractor(s) in connection with the Agreement, LPL and IAR agree to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "C", which subcontractor affidavit shall become part of the LPL and IAR/subcontractor agreement. If a subcontractor affidavit is obtained, LPL and IAR agree to provide a completed copy to Client within five (5) business days of receipt from any subcontractor. LPL and IAR, and their subcontractors, shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. LPL and IAR, agree that the employee -number category designated below is applicable to it: LPL IAR v 500 or more employees 500 or more employees 100 or more employees 100 or more employees Fewer than 100 employees ; =' Fewer than 100 employees LPL and IAR hereby agree that, in the event LPL and IAR. employ or contract with any subcontractor(s) in connection with the Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, LPL and IAR will secure from the subcontractor(s) such subcontractor(s) indication of the above employee -number category that is 2 applicable to the subcontractor. The above requirements shall be in addition to the requirements of state and federal law, and shall be construed to be in conformity with those laws. 10. Venue; No Arbitration: Section 11 (Arbitration) in the Retirement Plan Consulting Program (RPCP) Consulting Agreement is deleted. Any dispute concerning the Agreement shall be heard in the State of Georgia. 11. Governing Law: The Agreement, including this Supplement, shall be governed by Georgia law without regard to choice of law principles, notwithstanding any contrary provision in the Retirement Plan Consulting Program (RPCP) Consulting Agreement. 12. Amendments: Where LPL or ARP purport to further amend the Agreement, no such amendment shall be effective to contravene any provision of this Supplement unless signed in writing by an authorized representative of Client. 13. Notices: Notices sent to Client will not be deemed received until actually received. Where notices are sent to any party via mail, notice 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. 14_ Authority to Contract: The individual executing the Agreement on behalf of each party covenants and declares that he/she has obtained all necessary approvals of the necessary board of directors, stockholders, board of commissioners, general partners, limited partners or similar authorities to simultaneously execute and bind the party to the terms of this Supplement. IN WITNESS WHEREOF Client, LPL, and IAR have executed this Supplement, effective as of the effective date of the applicable Agreement. Attest: Signature: Sudie Gordon, City Clerk Approved as to form: City Attorney Client: CITY OF MILTON, GEORGIA By: Joe Lockwood, Mayor [CITY SEAL] [SIGNATURES CONTINUE ON FOLLOWING PAGE] 3 Attest/Witness: Signature: Print Name:W,�} Title: Attest/Witn s: Signature: Print Name:,�� Title:(Assistant) Corporate Corporate Secretary LPL Financial, LLC: Signature: Print Name: n A v< D G R K /< < Title: ember anager JAR: Atlanta Retirement Partners, LLC Signature: Print Name: 0 A i p 4 ,e r F.<< w. Title: Memb anage 4 EXHIBIT "A" ATLANTA RETIREMENT -PARTNERS Proposed Services for the City of Milton 4oi(a) & 457 Plans Atlanta Retirement Partners would serve as an investment advisor to the City of Milton 4o1(a) & 457 Plans and this advice would be provided in a 3(21) capacity. For either service, our fee is 25 basis points (0.25%) guaranteed for 2 years. David Griffin and Shawn Slemons of Atlanta Retirement Partners will be serving as your primary representatives. We propose to support City of Milton. in the following ways: • Provide and maintain an Investment Policy Statement for the Plan • Conduct quarterly on-site, reviews of the Plan & investments as determined by the Committee. These would shift to semi-annual after year one • Provide quarterly investment review updates via email on the quarters an on-site meeting is not conducted (option of teleconference if/when desired) • Assist in identifying situations where change to the Plan's investment offerings would be advisable, and provide recommendations for replacement or additional investments • Consult on plan design -- including plan provisions, service features, and plan pricing design • Act as liaison with your service provider(s) for issue resolution/service enhancement • Coordination of employee education/engagement campaigns including financial wellness and 1:1 meetings • Annual plan cost benchmarking • Plan service provider evaluation and search assistance, as needed The following characteristics of our firm contribute to our being both well-qualified and well-suited to serve the City of Milton 4ol(a) & 457 Plan: Atlanta Retirement Partners is a local, boutique advisory firm that focuses on retirement plans. Our clients consist of corporations, governmental, and non-profit institutions which represent 115 plans for 95 clients. While we serve a variety of plan types and sizes spanning from start-ups to $150 million, including plans with similar metrics to the City of Milton 401(a) & 457 Plan. We are deeply resourced in the areas of investment research and monitoring. Our broker/dealer is LPL Financial, and, through them, we access unbiased analysis of capital markets and securities as well as national benchmarking data. Neither we, nor LPL Financial, manufacture mutual funds or other investment vehicles, which allows us to be completely unbiased in investment selection and monitoring. We will use the LPL Financial Retirement Partners 12 Point Scoring System to evaluate your plan investments each quarter. The LPL Financial Retirement Partners team of analysts reviews each mutual fund, separate account, and group annuity product on every retirement platform in the country (over 18,000 investments) scoring each investment on 12 factors. This scale of research is a powerful aid to us in investment selection and monitoring. • Atlanta Retirement Partners provides comprehensive wealth management services. Our wealth management arm is headed by Brad Towson, a 20 -year veteran of Morgan Stanley. While our focus is retirement plans, we do offer wealth management services upon request. We do not solicit these services from employees, nor do we seek to sell them any products. 200 Ashford Center North, Suite 400 • Atlanta, Georgia 30338 • (404) 814-0141 www.atlantaretirementpartners.com STATE OF _ COUNTY OF EXHIBIT "B" 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 Date of Authorization Name of Contractor RPCP Consulting Services Name of Project City of Milton. Georeia 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: STATE OF _ COUNTY OF EXHIBIT "C" 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 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: I hereby declare under penalty of perjury that the foregoing is true and correct. Federal Work Authorization User Identification Number Executed on , 20_ in (city), (state). Date of Authorization Name of Subcontractor RPCP Consulting Services Name of Project City of Milton, Georgia Name of Public Employer 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: RETIREMENT PLAN CONSULTING PROGRAM (RPCP) CONSULTING AGREEMENT This Retirement Plan Consulting Program Agreement ("Agreement") by and among the plan sponsor ("Client") identified in Schedule A to this Agreement ("Schedule A"), LPL Financial LLC ("LPL"), a registered investment advisor under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the LPL investment advisor representative indicated in Schedule A ("Advisor Representative" or "IAR"). This Agreement when executed shall be effective as of the date set out in Schedule A. Client sponsors and maintains a retirement plan ("Plan"), that may or may not be qualified under Section 401(a), 403(b), or 457(b) of the Internal Revenue Code of 1986, as amended, and/or subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Client has the power and authority to designate and direct investment alternatives under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. In connection with and in discharge of its duties with respect to the Plan, Client desires to engage the services of LPL and Advisor Representative for the purposes specifically set forth below. 1. INVESTMENT ADVISORY AND/OR CONSULTING SERVICES From and after the effective date and until this Agreement is terminated, LPL and Advisor Representative shall provide the services selected by Client, as set forth in Schedule A, which is attached hereto and hereby incorporated by reference (the "Services"). Client understands it has the sole responsibility for determining whether to implement any recommendations made by LPL or Advisor Representative. Client acknowledges it is not required to implement any of the recommendations or otherwise conduct business through LPL or Advisor Representative and that neither LPL nor Advisor Representative has any responsibility for decisions made by Client that are inconsistent with their advice. The services provided by LPL and Advisor Representative are services only to the Plan or to Client with respect to Client's responsibilities to the Plan and not to any particular Plan participant(s). If the Services selected by Client include enrollment and investment education for Plan participants, the parties acknowledge and agree that such enrollment and education services do not include any individualized investment advice to Plan participants with respect to their Plan assets and that LPL and Advisor Representative will not act as fiduciaries under ERISA or the Internal Revenue Code ("Code") in providing such services. 2. TERMINATION This Agreement may be terminated by any party effective upon receipt of written notice to the other parties. In particular, if LPL and Advisor Representative are no longer associated with each other, LPL may terminate this Agreement immediately with notice to Client. Client will be entitled to a prorated refund of unearned fees, if any, based on the time and effort completed prior to the termination date. If the termination date extends beyond the last day of the billing term in which the notice is given and for which LPL and Advisor Representative have not been previously paid, Client shall pay a pro rata portion of its fee for such additional period. Any such additional fee and any other unpaid fees (whether fees to cover Services paid for in arrears, or otherwise) shall be paid pursuant to Section 3 below. Client acknowledges that, upon termination of this Agreement, neither LPL nor Advisor Representative shall have any continuing duty to provide the Services. In addition, the parties acknowledge the circumstances pursuant to which LPL and Advisor Representative provided the Services will change upon termination of this Agreement. As a result, Client agrees that, upon the termination of this Agreement, LPL and Advisor Representative will cease to have any responsibility with respect to the ongoing investment of Plan assets regardless of whether the Plan continues to be operated consistent with the Services previously provided pursuant to this Agreement. 3. COMPENSATION LPL and Advisor Representative shall receive compensation for their provision of the Services pursuant to the terms and conditions set forth in Schedule A. If compensation is not paid on a timely basis, LPL and Advisor Representative may suspend the performance of the Services until it has been paid in full. For Plans that are subject to ERISA or are otherwise subject to Section 4975 of the Code, in the event that LPL is identified on the Plan's recordkeeping system as broker-dealer of record for AP - RPCP - 0120 ■ ■ ■ LPL FINANCIAL LLC Page i ■ ■ Member FINRA / SIPC RPCP CONSULTING AGREEMENT the Plan, and receives commissions or trail payments with respect to the Plan, such compensation will be used to offset the fee for Services under this Agreement. Compensation is negotiated between Client and the Advisor Representative and may be based on a percentage of the assets held in the Plan or on an hourly or flat rate basis. LPL and Advisor Representative may lower their fee without notice. Compensation will be payable to LPL either in advance or in arrears and on the frequency agreed upon between Advisor Representative and Client and indicated in Schedule A. Client understands that LPL typically retains 5% of the compensation and shares the remainder with Advisor Representative. Advisor Representative may pay a portion of that amount to his or her LPL branch manager or another LPL representative for supervision or other support. Client further understands that if a fee is charged for investment advisory services this may cost more than if the Plan engaged in a brokerage arrangement. In a brokerage arrangement, the recordkeeper facilitates payment of compensation to LPL and Advisor Representative based on sales commissions and ongoing trail payments it collects from the sponsors of investment products purchased and held by the Plan, rather than the Plan being charged a fee for our services directly. LPL generally shares 90% of the compensation received under a brokerage arrangement with the Advisor Representative, in comparison to 95% he or she receives under the RPCP program. Client should be aware that this creates a conflict of interest since the Advisor Representative retains a higher portion of compensation received by LPL when recommending the RPCP program. LPL and Advisor Representative attempt to mitigate this conflict by evaluating and recommending that clients use LPL's programs and services based on the benefits that such provide to clients, and negotiating our fees based on the services provided, rather than the portion received based on the type of program. 4. REPRESENTATIONS, WARRANTIES AND DISCLOSURES OF CLIENT a. Client acknowledges and agrees that all decisions regarding the assets of the Plan, the interpretation of its provisions, compliance with applicable legal requirements and operation of the Plan are the sole responsibility of Client. b. Client acknowledges that: (i) investments fluctuate in value and the value of the investments when sold may be greater or lesser than the original cost; (ii) past investment performance does not necessarily guarantee any level of future investment performance; (iii) neither LPL nor Advisor Representative warrant or guarantee any level of performance by any of the investments held by or offered under the Plan or that any investment will be profitable over time; and (iv) the Plan and its participants are assuming the market risk involved in the investment of Plan assets. c. Notwithstanding any other provision of this Agreement, it is agreed that neither LPL nor Advisor Representative shall have any duty to provide Client with any advice or recommendation regarding the advisability of including any of Client's capital stock as an investment or investment option under the Plan, or of offering participants a self-directed brokerage account, mutual fund window, or other similar arrangement. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, neither LPL nor Advisor Representative will provide any individualized advice or recommendations to the participants regarding these decisions. d. Certain retirement platform providers may offer investment lineup options that are pre -determined by the provider and that may not be substituted or removed pursuant to their contractual arrangement with a plan. In such instances, Client acknowledges and agrees that the Services provided by Advisor Representative shall expressly exclude any investment advice relative to investments so designated within a retirement plan lineup, and that Client shall assume full responsibility for the selection of such investments on behalf of the Plan. e. Client has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents that must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. f. This Agreement has been duly authorized and executed and constitutes the legal, valid, and binding agreement of Client, enforceable in accordance with its terms. g. All information provided or to be provided to LPL or Advisor Representative hereunder to enable them to perform the Services is and shall be true, correct and complete in all material respects. Client acknowledges LPL and Advisor Representative shall be entitled to rely upon all information provided by Client, whether financial or otherwise. Client agrees AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 2 • • � i�� RPCP CONSULTING AGREEMENT to promptly notify Advisor Representative in writing of any material change in the financial and other information provided to Advisor Representative and to promptly provide any such additional information as may be requested. h. In connection with receiving Services under this Agreement, client may receive information that is proprietary to LPL, including investment research, tools and copyrights ("Proprietary Information"). Client agrees to keep such Proprietary Information confidential, use it only in the context of the relationship under this Agreement, and not permit other use of Proprietary Information by any other person without the prior written consent of LPL. i. Client acknowledges that neither LPL nor Advisor Representative can or will provide legal or tax advice to Client or the Plan. Client agrees to seek the advice of its legal advisor for any legal questions it may have relating to the operations and administration of the Plan. j. Client authorizes LPL and Advisor Representative to utilize outside vendors or professional resources in order to provide services under this Agreement. Client further authorizes LPL and Advisor Representative to release its information to those professional resources as necessary to fulfill the terms of this Agreement, pursuant to LPL's Privacy Policy. k. Client represents that, should any payment be made from the assets of a Plan governed by ERISA, Client has made a determination that such a payment is not a settlor expense and can be made from Plan assets. I. Client acknowledges it has made an independent determination that the fees payable pursuant to this Agreement are reasonable. m. Client acknowledges that LPL and Advisor Representative are not fiduciaries with respect to Client's decision to enter into this Agreement and represents that it has made such decision independently from LPL and the Advisor Representative. S. REPRESENTATIONS, WARRANTIES AND DISCLOSURES OF LPL AND ADVISOR REPRESENTATIVE a. LPL is registered under the Advisers Act and shall maintain such registration through the term of this Agreement. Advisor Representative shall be appropriately licensed as required by law. b. LPL and Advisor Representative have the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents which must be obtained by them from any third party, including any governmental authority, in connection with this Agreement. c. This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement of LPL and Advisor Representative, enforceable in accordance with its terms. d. To the extent applicable to a Plan subject to ERISA, LPL shall provide the Services in accordance with ERISA, including Rule 408(b)(2) under ERISA. e. LPL and Advisor Representative shall treat information regarding the Plan provided to LPL in connection with the Services as confidential in accordance with applicable law. 6. LIMITS ON LIABILITY a. Client agrees the only responsibilities of LPL and Advisor Representative hereunder are to render the Services. Neither LPL, Advisor Representative nor any "person associated with" (as such term is defined in Section 202(a)(17) of the Advisers Act) LPL or Advisor Representative shall have the authority to take custody, control or possession of any assets of the Plan. b. In the absence of negligence or intentional misconduct on their part, LPL, Advisor Representative, and their employees and agents shall have no liability for any act, omission, or error in judgment made by them in the performance of their duties hereunder. For purposes of clarification, LPL, Advisor Representative and their employees and agents shall be liable for a breach of a fiduciary duty to the extent such (i) is attributable to their negligence or intentional misconduct and (ii) occurs while acting in a fiduciary capacity as applicable based on the particular Service(s) designed under Schedule A to this Agreement. Provided, however, that no party or its employees and agents shall be liable for any exemplary or consequential damages arising pursuant to this Agreement. Moreover, nothing in this Agreement shall in any way restrict or waive any remedies or rights of action Client would otherwise have pursuant to applicable federal and state laws and/or regulations. 7. FIDUCIARY STATUS LPL and Advisor Representative acknowledge that, to the extent the Services to a Plan subject to ERISA constitute "investment advice" to the Plan for compensation, they will be deemed a "fiduciary" as such term is defined under Section 3(21)(A)(ii) of AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 3 ■� ■ M 1A ■ RPCP CONSULTING AGREEMENT ERISA. Client understands that only certain Services that may be selected by Client in Schedule A — those provided under or as part of the ongoing investment monitoring and ongoing investment recommendation services — would constitute "investment advice" under 3(21)(A)(ii). The parties acknowledge and agree that, in providing the Services under this Agreement, neither LPL nor Advisor Representative: a. will exercise any discretion or control over the operations or assets of the Plan, including but not limited to any discretionary trading authorization over investment managers and/or investments. They further will have no responsibility to and will not: (i) exercise any discretionary authority or discretionary control respecting management of the Plan; (ii) exercise any authority or control respecting management or disposition of assets of the Plan; (iii) provide trade execution with respect to Plan assets; or (iv) have any discretionary authority or discretionary responsibility in the administration of the Plan or interpretation of the Plan documents, the determination of participant eligibility, benefits, or vesting, or the approval of distributions to be made by the Plan; b. is an "investment manager" of the Plan, as that term is defined in Section 3(38) of ERISA, and do not have the power to manage, acquire or dispose of any Plan assets; c. is a "fiduciary" under ERISA with respect to any particular participant's Plan assets; and d. is the "Administrator" of the Plan as defined in ERISA. Client represents its engagement of LPL and Advisor Representative, as well as any instructions it provides to LPL and/or Advisor Representative with regard to the Plan, are consistent with applicable Plan and trust documents. Client agrees to furnish Advisor Representative with copies of such governing documents upon request. Client also acknowledges the Services provided under this Agreement may only relate to a part of the Plan's assets, and that Advisor Representative is not responsible for overall compliance of the investments within the requirements of ERISA or any other governing law or documents. The parties acknowledge that from time to time LPL and/or Advisor Representative may make Client or Plan participants aware of and may offer services available from LPL and/or Advisor Representative that are separate and apart from the Services provided under this Agreement. Such other services may be services to the Plan, to Client with respect to Client's responsibilities to the Plan and/or to one or more Plan participants. The parties acknowledge and agree that, in offering any such services, neither LPL nor Advisor Representative is providing the Services under this Agreement. If any such separate services are offered to Client, Client will make an independent assessment of such services without reliance on the advice or judgment of LPL or Advisor Representative. The parties acknowledge that the Advisor Representative may be affiliated with the third party administrator ("TPA") that is also servicing the Plan. Client acknowledges that if the decision was made to utilize a TPA affiliated with the Advisor Representative, it was made after a fiduciary independent of the Advisor Representative performed an analysis that concluded that 1) utilizing the named TPA is in the best interest of the Plan, the plan participants and their beneficiaries; 2) the fees paid for the services rendered by the TPA are reasonable; and 3) the TPA's relationship with the Advisor Representative was fully understood and accepted during the selection process of each as Service Providers to the Plan. 8. PROXIES The parties understand and agree it shall be the duty of Client or other Plan officers to vote any proxies that are solicited for securities owned by the Plan. LPL and Advisor Representative are hereby expressly precluded from voting proxies for securities owned by the Plan and will not be required to take any action or render any advice with respect to the voting of proxies. 9. NON-EXCLUSIVE SERVICES; RELATIONSHIP OF PARTIES Client understands that LPL, Advisor Representative, and their affiliates may perform, among other things, brokerage, investment advisory, or consulting services for other clients. Client recognizes that LPL, Advisor Representative, or any of their affiliates may give advice and take action in the performance of their duties for such other clients (including those who may have similar retirement plan arrangements as Client) that may differ from the Services provided, or in the timing and nature of action taken, with respect to Client. Nothing in this Agreement shall be deemed to impose on LPL, Advisor Representative, or any of their affiliates any obligation to provide the Services in the same manner as they may provide services to any of their other clients. an . I�V LPL FINANCIAL LLC Page 4 �`■ ■ ti''' �� '■ RPCP CONSULTING AGREEMENT 10. GENERAL PROVISIONS a. Entire Agreement. This Agreement, including Schedule A to this Agreement, constitutes the entire understanding between the parties with respect to the matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements, promises or agreements other than those set forth herein have been made by any party to the other. From time to time, LPL may update this Agreement and will provide Client notice of such amendment. To access the most current version of this Agreement, please reference www.lpl.com. b. Amendments. This Agreement may be amended (i) by LPL upon thirty days' notice to Client, or (ii) in a written amendment signed by all parties. c. Governing Law. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Massachusetts, except to the extent federal law preempts state law. d. Nonassignability; Binding Effect. This Agreement may not be assigned or transferred in any manner by any party without the written consent of all parties receiving or rendering services hereunder; provided that LPL or Advisor Representative may assign this Agreement upon consent of Client in accordance with the Advisers Act. In addition, LPL may add or replace the Advisor Representative to service the Account under certain circumstances without Client consent, including but not limited to, in the event of death, retirement, termination or disbarment of an Advisor Representative; provided, however, that LPL will provide notice to Client of such assignment of Advisor Representative and Client may terminate this Agreement immediately upon written notice to LPL. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. e. Advice of Counsel. Each party represents and warrants that in executing this Agreement it has had the opportunity to obtain independent accounting, financial, investment, legal, tax, and other appropriate advice and that it has carefully read and fully understands the terms and consequences of this Agreement. Each party represents and warrants that its execution of this Agreement is free and voluntary. f. Interpretation. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties hereto and shall not be interpreted against either party on the basis that it was prepared by one party or the other. The captions, headings, and subheadings used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions thereof. Words used herein in the singular shall include the plural, and words used in the plural shall include the singular, wherever the context so reasonably requires. 11. ARBITRATION Client agrees to direct any complaints regarding the Services to Advisor Representative and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows: • All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 5 ■■ � ■ r t • RPCP CONSULTING AGREEMENT You agree that any controversy between you and LPL and/or Advisor Representative arising out of or relating to this Agreement, transactions with or for you, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect, of the Financial Industry Regulatory Authority. Any arbitration award hereunder shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. You understand that you cannot be required to arbitrate any dispute or controversy nonarbitrable under federal law. 12. NOTICES AND COMMUNICATIONS To the extent permitted by applicable law, notices and communications may be sent to Client through mail, overnight express delivery, or electronically, at LPL's or the Advisor Representative's discretion. Notices and communications will be sent to the postal or electronic address, which includes a telephone number ("E -Address"), shown on the Schedule A to this Agreement or at such other postal or E -Address as Client may hereafter provide to LPL in accordance with procedures LPL may establish from time to time. The E -Address may be an e-mail address, other Internet address, fax number, telephone number or other electronic access address. To the extent permitted by applicable law, notices and communications will be deemed delivered when sent, unless LPL has notice of non-delivery. Notices and communications posted to an online location by LPL will be deemed to be delivered to, and received by, Client at the time that LPL sends notice to Client in accordance with this Agreement that the notice or communication is posted online and available for review. LPL may, at its option, send notices and communications to Client electronically either: • to Client's E -Address, or • by posting the information online and sending Client a notice to Client's postal address or E -Address telling Client that the information has been posted and providing instructions on how to view it. Communications may include text (SMS) messages, which may be informational, transactional or commercial (marketing) in nature and which may be sent using an automatic telephone dialing system, from or on behalf of LPL or the Advisor Representative. By completing the Account Application and providing a telephone number to LPL and/or the Advisor Representative, Client provides consent for LPL and/or Advisor to send communications by text (SMS) message. Client may be charged by its wireless service provider in connection with receipt of such messages. Client may stop the receipt of text (SMS) messages by contacting their Advisor Representative. Client agrees that Client will notify LPL and Advisor Representative promptly in the event of a change to Client's postal address or E -Address. All notices and communications to LPL or Advisor Representative must be provided in writing at LPL's or Advisor Representative's postal address, as applicable, and as such address may be updated by notice to the other parties from time to time. Any notice Client sends LPL or Advisor Representative will not be effective until actually received. Client assumes the risk of loss in the mail or otherwise in transit. 13. RECEIPT OF DISCLOSURE DOCUMENTS Client hereby acknowledges delivery and receipt of LPL's Retirement Plan Consulting Program Disclosure Brochure and the Brochure Supplement of the Advisor Representative. This Agreement, the Schedule A and the RPCP Program Form Brochure constitute disclosure required to be provided to an ERISA Plan under Rule 408(b)(2) under ERISA. The person(s) signing on Schedule A on behalf of Client represents and warrants: (i) he or she has the authority to act on behalf of Client and Plan; (ii) he or she has the power and authority to enter into a relationship with LPL and Advisor Representative, as well as the power to authorize LPL and Advisor Representative to provide the Services to the Plan; (iii) he or she will inform LPL and Advisor Representative, in writing, of any amendments to the Plan or any other event which could alter the representations and warranties stated herein; and (iv) that all of the information stated in the attached Schedule A is true, correct, and complete in all respects. By signing the Schedule A, each of LPL, Advisor Representative and Client agrees to the terms and conditions of this Agreement. AP - RPCP - 0120 ■ ■ ■ LPL FINANCIAL LLC Page b ■ ■ Member FINRA / SIPC RPCP CONSULTING AGREEMENT 14. INDEPENDENT "DOING BUSINESS AS" FIRM; OUTSIDE BUSINESS ACTIVITIES If indicated under "Representative Information" in Schedule A, it is important to note that Advisor Representative may do business using a name other than LPL — also referred to as a "DBA" — through which he or she may market a range of different services, including those described in this Agreement which occur exclusively through LPL. Certain DBAs may also offer services unrelated to those provided through LPL that are referred to as "outside business activities." As a result, you will see LPL referenced in this Agreement and other materials you receive in connection with services your Advisor Representative provides through LPL, whereas only the DBA name will appear on materials relating to outside business activities it separately provides on its own. It is important to note that all outside business activities conducted by a DBA occur outside the scope of your relationship with LPL and that LPL does not monitor or assume any responsibility for those activities. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 7 `T ■ RETIREMENT PLAN PROGRAMS BROCHURE LPL Financial LLC 75 State Street, 22nd Floor, Boston, MA 02109 www.lpl.com (617) 423-3644 January 24, 2020 This brochure provides information about the qualifications and business practices of LPL Financial. If you have any questions about the contents of this brochure, please contact your LPL Financial representative or LPL Financial at Iplfinancial.adv@lpl.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. Additional information about LPL Financial also is available on the SEC's website at www.adviserinfo.sec.gov. ITEM 1 COVER PAGE ITEM 2 MATERIAL CHANGES The following is a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 23, 2018. Item 9 was updated with more detailed disclosure on the compensation of financial institutions and advisors providing services at financial institutions and related conflicts. Item 9 was also updated to provide information regarding disciplinary events, involving (i) consent orders with certain members of the North American Securities Administrators Association related to the sale of unregistered, non-exempt securities, (ii) FINRA sanctions in connection with the effectiveness of LPL's anti -money laundering program, LPL's failure to amend certain Forms U4 and U5, and LPL's systems and supervisory procedures relating to Forms U4 and U5 reporting requirements, (iii) a consent agreement with the Indiana Secretary of State, Securities Division, in connection with LPL's brokerage supervisory procedures relating to email review and annual branch office examinations, (iv) an SEC order in connection with inadequate disclosure to clients of LPL's and its associated persons' conflicts of interest related to its receipt of 12b-1 fees and/or its selection of mutual fund share classes that pay such fees, (v) a consent order with the Commonwealth of Massachusetts ("MA"), Securities Division, in connection with LPL's failure to timely register (or maintain the registration of) certain agents in MA and failure to amend Forms U4 and U5 for certain agents registered in MA, and (vi) FINRA sanctions in connection with LPL's failure to establish, maintain, and enforce supervisory systems and procedures to take into account changes in the authority of custodians of accounts established under the Uniform Gifts to Minors Act and/or the Uniform Transfers to Minors Act. ITEM 3 TABLE OF CONTENTS ITEM1 COVER PAGE.......................................................................................................................................................................................................................8 ITEM2 MATERIAL CHANGES..........................................................................................................................................................................................................8 ITEM3 TABLE OF CONTENTS.........................................................................................................................................................................................................8 ITEM4 ADVISORY BUSINESS................................................................................................................................................................................9 ITEM 5 FEES AND COMPENSATION.............................................................................................................................................................................................11 ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT.................................................................................................................................12 ITEM7 TYPES OF CLIENTS............................................................................................................................................................................................................12 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS.....................................................................................................................12 ITEM 9 DISCIPLINARY INFORMATION..........................................................................................................................................................................................14 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS.....................................................................................................................................16 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING...............................................................17 ITEM12 BROKERAGE PRACTICES.................................................................................................................................................................................................18 ITEM13 REVIEW OF ACCOUNTS..................................................................................................................................................................................................18 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION.......................................................................................................................................................18 ITEM15 CUSTODY.........................................................................................................................................................................................................................21 ITEM 16 INVESTMENT DISCRETION..............................................................................................................................................................................................21 ITEM 17 VOTING CLIENT SECURITIES...........................................................................................................................................................................................22 ITEM 18 FINANCIAL INFORMATION.............................................................................................................................................................................................22 AP - RPCP - 0120 ■ ■ ■ LPL FINANCIAL LLC Page 8 ■ ■ Member FINRA / SIPC RETIREMENT PLAN PROGRAMS BROCHURE ITEM 4 ADVISORY BUSINESS Introduction LPL Financial LLC ("LPL") is an investment advisor registered with the SEC pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). LPL has provided advisory services as a registered investment advisor since 1975. Note that registration as an investment advisor with the SEC does not imply a certain level of skill or training. As of December 31, 2018, LPL managed approximately $158,505,109,000 of client assets on a discretionary basis and approximately $594,300,000 of client assets on a non -discretionary basis. LPL is owned 100% by LPL Holdings, Inc., which is owned 100% by LPL Financial Holdings Inc., a publicly held company. Types of Advisory Services LPL offers various types of advisory services and programs, including wrap programs, mutual fund asset allocation programs, advisory programs offered by third party investment advisor firms, financial planning services, retirement plan investment and consulting services, investment research, an advisor -enhanced digital advice program, and other customized advisory services. This Brochure sets out information about the retirement plan advisory and consulting services that LPL and its IARs provide through the Retirement Plan Consulting Program ("RPCP") and the Small Market Solution Program ("SMS") (each, a "Program" and, together, the "Programs"). LPL's advisory services are made available to clients primarily through individuals associated with LPL as investment advisor representatives ("IARs"). For more information about the IAR providing advisory services, client should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or LPL at 1pIfinancial.adv@lpl.com. IARs are required by applicable rules and policies to obtain licenses and complete certain training in order to recommend certain investment products and services. You should be aware that your IAR, depending on the licenses or training obtained, may or may not be able to recommend certain investments, models or services. Please ask your IAR about the investments, models and services he or she is licensed or qualified to sell. SMS also permits clients to select a third party investment advisor firm ("Advisor") associated with an LPL registered representative, in lieu of an IAR, to provide the advisory and consulting services described in this Brochure. For more information about the third party investment advisor firm providing advisory services, please contact Advisor for a copy of a similar brochure. LPL provides information in separate disclosure brochures for its other advisory services and advisory programs, including the Strategic Asset Management, Strategic Asset Management II, Manager Select, Manager Access Select, Personal Wealth Portfolios, Optimum Market Portfolios and Model Wealth Portfolios programs. If clients would like more information on such services and programs, clients should contact the IAR or Advisor for a copy of the disclosure brochure that describes such service or program or go to www.adviserinfo.sec.gov. From time to time LPL and/or IAR may make the Plan or Plan participants aware of and may offer services available from LPL and/or IAR that are separate and apart from the services provided under the Programs. Such other services may be services to the Plan, to a client with respect to client's responsibilities to the Plan and/or to one or more Plan participants. In offering any such services, neither LPL nor IAR is providing the services under the Programs. If any such separate services are offered to a client, the client will make an independent assessment of such services without reliance on the advice or judgment of LPL or the IAR. If a retirement plan (a "Plan") makes available publicly traded employer stock ("company stock") as an investment option under the Plan, neither LPL nor IARs provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. Also, neither LPL nor IARs provide advice regarding the offering to participants of individual self-directed brokerage accounts, mutual fund windows, or other similar arrangements and are not responsible for the decision to offer such arrangements. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, LPL and IARs do not provide any individualized advice or recommendations to the participants regarding these decisions. Any investment advice provided under the Programs is provided to the Plan Sponsor. LPL and IARs do not provide individualized investment advice to Plan participants regarding their Plan assets under the Programs. AP - RPCP - 0120 LPL FfNANCIAL LLC Member FINRA / SIPC Page 9 16=ml ma�6 %A1 .L LTJ ■ i i ■ ■ J�� RETIREMENT PLAN PROGRAMS BROCHURE Retirement Plan Consulting Program Under the RPCP program, IARs assist clients that are trustees or other fiduciaries to Plans by providing fee-based consulting and/or advisory services. Such Plans may or may not be subject to Employee Retirement Income Security Act of 1974 ("ERISA"). IARs perform one or more of the following services summarized below, as selected by the client in the client agreement. Investment Advisory Services • Assist the Plan in the preparation or review of an IPS for the Plan. • Recommend specific investments to be held by the Plan or, in the case of a participant -directed defined contribution plan to be made, available as investment options under the Plan. • Perform ongoing monitoring of investments options available in the Plan. • Assistance in identifying an investment product or model portfolio in connection with the definition of a "Qualified Default Investment Alternative" ("QDIA") under ERISA. • Recommend asset allocation target -date or risk-based model portfolios for the Plan to make available to Plan participants and funds from the line-up of investment options chosen by the client to include in such model portfolios. • Prepare reports reviewing the performance of Plan investments options. Plan Consulting Services • Assist the Plan by acting as a liaison between the Plan and service providers, product sponsors and/or vendors. • Provide education, training, and/or guidance for the members of the Plan Committee with regard to plan features, retirement readiness matters, or service on the Committee. • Assist the client in enrolling Plan participants in the Plan, including providing participants with information about the Plan. • Assist with participant education, which may include preparation of education materials and/or conducting investment education seminars and meetings for Plan participants. • Assist with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support. • Provide the client with comparisons of Plan data (e.g., regarding fees and services and participant enrollment and contributions). • Assist client in identifying the fees and other costs borne by the Plan. LPL provides advisory services under RPCP as an investment advisor under the Advisers Act, and is a fiduciary under the Advisers Act with respect to such services. If client elects to engage LPL and IAR to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA in the RPCP agreement, such services will constitute "investment advice" under Section 3(21)(A)(ii) of ERISA. Therefore, LPL and IAR will be deemed a "fiduciary" as such term is defined under Section 3(21)(A)(ii) of ERISA in connection with those services. Clients should understand that to the extent LPL and IAR are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not "investment advice" under ERISA and therefore, LPL and IAR will not be a "fiduciary" under ERISA with respect to those other services. Small Market Solution Under SMS, LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus ("Investment Menus") consisting of a mix of different asset classes and investment vehicles ("investment options") for clients that sponsor and maintain participant -directed defined contribution plans ("Plan Sponsors"). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus ("Fiduciary Selection Services"). The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. If the Plan is subject to ERISA, LPL will be a "fiduciary" and serve as "investment manager" (as that term is defined in section 3(38) of ERISA) in connection with the Fiduciary Selection Services. None of the services offered under SMS other than the AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 10 V i . nr VTr 1: i i % 7� J ■ RETIREMENT PLAN PROGRAMS BROCHURE Fiduciary Selection Services will constitute "investment advice" under 3(21)(A)(ii) of ERISA, or otherwise cause LPL or IAR or Advisor, as applicable, to be deemed a fiduciary. In addition to the Fiduciary Selection Services, Plan Sponsor may also select from a number of non -fiduciary consulting services available under SMS that are provided by the IAR or Advisor, as applicable. These consulting services may include, but are not limited to: general education, and support regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third -party vendors; Plan participant enrollment support; and participant -level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets, and LPL and the IAR or Advisor, as applicable, do not act as fiduciaries under ERISA in providing such consulting services. ITEM 5 FEES AND COMPENSATION Under RPCP, clients pay LPL a fee (the "RPCP Fee") for advisory and/or consulting services. LPL shares up to 100% of the RPCP Fee (typically 95%) with the IAR based on the agreement between LPL and the IAR. A portion of the fee to the IAR may be paid by the IAR to his or her LPL branch manager or another LPL representative for supervision or administrative support. The RPCP Fee may be based on a percentage of the assets held in the Plan (up to 1.25% annually), on an hourly basis (up to $400 per hour), or on a flat rate basis, as negotiated between the Plan and the IAR. The RPCP Fee will be payable to LPL in advance or in arrears on the frequency (e.g., quarterly, monthly, etc.) agreed upon among the client, the IAR, and LPL. If asset based fees are negotiated, the RPCP Fee payment generally will be based on the value of the Plan assets as of the close of business on the last business day of the period as valued by the custodian of the assets. However, if the RPCP Fee is paid by the Plan or the client through a third party service provider, such fee will be calculated as determined by the provider. If the RPCP Fee is paid prior to the services being provided, the Plan will be entitled to a prorated refund of any prepaid fees for services not received upon termination of the client agreement among the client, LPL and the IAR. Under SMS, clients pay LPL a fee (the "SMS Fee") for the advisory services of LPL Research and the services provided by the IAR or Advisor, as applicable, up to an annual maximum of 0.85%. The SMS Fee paid by the client is inclusive of an LPL program fee for the investment advisory services provided by LPL Research, and an advisor fee for the services provided by the IAR or Advisor, as applicable. The LPL program fee is 0.10%, based on an annualized percentage of assets held in the Plan, subject to a minimum program fee of $250. LPL may offer program fee discounts based upon the amount of assets held in the Plan or other criteria. The advisor fee is negotiable at the discretion of each IAR or Advisor, as applicable, up to a maximum of 0.75%. LPL shares up to 100% of the advisor fee (typically 95%) with the IAR or Advisor, as applicable, based on the agreement between LPL and the IAR or Advisor. The SMS Fee will be payable to LPL in arrears on the frequency agreed upon between Client and IAR or Advisor, as applicable. The Plan or Plan Sponsor incurs fees and charges imposed by third parties other than LPL and IAR or Advisor, as applicable, in connection with RPCP and SMS services. These third party fees can include fund or annuity subaccount management fees, 12b-1 fees and administrative servicing fees, plan recordkeeping and other service provider fees. Further information regarding charges and fees assessed by a fund or annuity are available in the appropriate prospectus. If a client engages LPL and IAR or Advisor, as applicable, to provide ongoing investment recommendations to the Plan or Plan Sponsor regarding the investment options (e.g., mutual funds, collective investment funds) to be made available to Plan participants, clients should understand that there generally will be two layers of fees with respect to such assets. The Plan will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. The client also will pay LPL and IAR or Advisor, as applicable, the RPCP Fee or SMS Fee, as applicable, for the investment recommendation services. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and IAR or Advisor, as applicable, and by making their own decisions regarding the investment. If a Plan or Plan Sponsor makes available a variable annuity as an investment option, there are mortality, expense and administrative charges, fees for additional riders on the contract and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If a Plan or Plan Sponsor makes available a pooled guaranteed investment contract (GIC) fund, there are investment management and administrative fees associated with the pooled GIC fund. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 11 i i '. ■ RETIREMENT PLAN PROGRAMS BROCHURE As part of the RPCP services, the IAR may recommend a mutual fund that pays asset based sales charges or service fees (e.g., 12b-1 fees) to LPL and the IAR as broker-dealer to the Plan. The receipt of 12b-1 fees presents a conflict of interest because it gives LPL and its IARs an incentive to recommend mutual funds based on the compensation received rather than on a client's needs. LPL addresses this conflict by using 12b-1 fees paid by product sponsors to LPL and IAR as broker-dealer to the Plan to offset the RPCP Fee. Clients should understand that the RPCP Fee or SMS Fee, as applicable, that client negotiates with IAR or Advisor, as applicable, may be higher than the fees charged by other investment advisors or consultants for similar services. This is the case, in particular, if the fee is at or near the maximum fees set out above. The IAR or Advisor, as applicable, is responsible for determining the fee to charge each client based on factors such as total amount of assets involved in the relationship, the complexity of the services, and the number and range of supplementary advisory and client -related services to be provided. Clients should consider the level and complexity of the consulting and/or advisory services to be provided when negotiating the fee with IAR or Advisor, as applicable. Clients pay the RPCP Fee or SMS Fee, as applicable, by check made payable to LPL Financial LLC. In the alternative, clients also may instruct a Plan's service provider or custodian to calculate and debit the fee from the Plan's account at the custodian and pay such fee to LPL. ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT This Item is not applicable. LPL and its IARs do not accept performance-based fees for RPCP or SMS. ITEM 7 TYPES OF CLIENTS RPCP is available to clients that are trustees or other fiduciaries to Plans, including 401(k), 457(b), 403(b) and 401(a) plans. Plans include participant directed defined contribution plans and defined benefit plans. Plans may or may not be subject to ERISA. LPL does not require a minimum asset amount for retirement plan consulting services. SMS is available to clients that sponsor and maintain participant -directed defined contribution plans that are subject to ERISA. LPL does not require a minimum asset amount for SMS investment advisory or consulting services. The investment advisory services provided by LPL and its IARs or Advisor, as applicable, are services that are provided only to the Plan Sponsor or the Plan, and not to any particular Plan participant. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS LPL or IARs, as applicable under either RPCP or SMS, may conduct analysis of securities using a technical/quantitative and/or fundamental/qualitative approach. The sources of information that LPL (or an IAR, in the case of RPCP) may use to provide advice to Plans or Plan Sponsors include the following: research conducted by LPL (or the IAR in the case of RPCP), research materials prepared by LPL or third parties, statistical and/or analytical industry databases, financial newspapers and magazines, and vendor or company press releases. When providing investment advisory services in RPCP, IARs may recommend asset allocation strategies. LPL makes available to IARs providing investment and asset allocation recommendations in RPCP an investment analysis scorecard (the "Scorecard"). The scorecard system is intended to identify suitable investments using a consistent process and monitor the investments on a periodic basis. The system takes into account historical data and uses a 12 point scoring system based on quantitative factors (e.g., style drift, performance, risk and risk-adjusted returns) and qualitative factors (e.g., operating expenses, manager tenure). It is important to note that although LPL makes available research materials and a scoring system to IARs in connection with services provided under RPCP, an IAR may take into consideration these materials to a limited extent or not at all. Clients are encouraged to speak to their IAR directly to discuss the IAR's particular approach and strategy for providing consulting services to the Plan. It is important to note that no methodology or investment strategy is guaranteed to be successful or profitable. Under SMS, LPL Research is responsible for the selection of investment options to be made available to participants in a Plan. The applicable Plan Sponsor adopts an Investment Policy Statement that it believes is consistent with the investment needs of AP - RPCP - 0120 LPL FINANCIAL LLC Member FIN RA / SIPC Page 12 i i �1- % ■ i� ■ RETIREMENT PLAN PROGRAMS BROCHURE the participants in its Plan, and LPL Research selects investment options consistent with such Investment Policy Statement. As part of its evaluation of investment options for a Plan, LPL Research utilizes the Scorecard described above for investment options with at least five years of operating history (or three years for target date funds). A particular investment option generally must score at least seven of the possible 12 points, unless it is a passively managed index -based strategy. In addition, an investment option should (i) be competitive with the median return for an appropriate, style -specific benchmark and peer group; (ii) have specific risk and risk-adjusted return measures within a reasonable range relative to appropriate, style -specific benchmark and peer group; (iii) demonstrate adherence to the stated investment objective, without excess style drift over trailing performance periods, for funds in a similar investment category; and (iv) charge competitive fees compared with similar investments. The investment manager of an investment option also should be able to provide portfolio holdings, performance, and other relevant information in a timely fashion, with specified frequency. LPL Research will regularly monitor a Plan's investment options and investment categories for compliance with its investment objectives and to assess whether a particular investment option continues to be appropriate for the Plan. While frequent change is neither expected nor desirable, the process of monitoring investment performance relative to specified guidelines is an ongoing process. Recognizing that short-term fluctuations may cause variations in performance, when monitoring investments under a Plan, LPL Research will evaluate investment performance from a long-term perspective. Monitoring utilizes the same criteria that were the basis of the investment selection decision. Under RPCP, fiduciaries of a Plan may choose to select a number of different types of securities and insurance products to make available to Plan participants, including mutual funds, group annuity contracts, collective investment funds, GICs, ETFs, stable value funds, annuity subaccounts or other securities. Under SMS, the Investment Menus include mutual funds and stable value funds. Each different type of security or product carries with it risks that are inherent in that specific type of security. Mutual funds, collective investment funds, ETFs and annuity subaccounts may also invest in varying types of securities which carry these risks. Investing in securities involves the risk of loss that clients should be prepared to bear. Described below are some particular risks and features associated with investing in general and with some types of investments that may be purchased by a Plan. • Market Risk. This is the risk that the value of securities owned by an investor may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. • Interest Rate Risk. This is the risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. • Credit Risk. This is the risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. • Group Annuities. If client purchases a group annuity contract for the Plan, client should read and understand the group annuity contract and all other offering material prepared by the issuing insurance company prior to making an investment decision. In considering whether to purchase a particular group annuity for the Plan, client should be aware that: • A group annuity is a contract between the plan sponsor or the plan trustee and the issuing insurance company that cover the participants in the plan. • A group variable annuity consists of separate accounts that typically invest in underlying investment portfolios the value of which fluctuates with the market value of the securities in the portfolio. • Although a group annuity is issued by an insurance company, the annuity's investment returns are not "insured" or guaranteed and risk of loss of principal does exist; however, the product may offer participants an option to purchase an annuity with a guaranteed component instead of a cash payout. Any such guarantee for an individual annuity is subject to the claims -paying ability of the insurance company. • A group annuity held in a tax -qualified retirement plan does not provide any additional tax deferred treatment of earnings for the plan or participants beyond the treatment provided by the plan itself. • A group annuity contract generally is not a registered security and separate account is generally not a registered separate account. Therefore, the contract and separate account are not subject to registration or regulation by the SEC under the Securities Act of 1933, the Securities Exchange Act of 1934 or the Investment Company Act of 1940. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 13 t•t� ■ ■T ■ ■ •# r ■■ ■ RETIREMENT PLAN PROGRAMS BROCHURE Unlike mutual funds and registered variable annuities, which are SEC -registered products, a group annuity generally is not required to prepare or deliver a prospectus. A group annuity contract typically includes various fees and expenses, including administrative fees for certain services of the insurance company, such as recordkeeping, customer services and enrollment. These fees and expenses are in addition to the fees and expenses of the underlying investment options, which a participant will indirectly bear by investing in those investment options through the group annuity. • Investment Company Risk. Investments in investment companies are subject to the risks of the investment companies' investments, as well as to the investment companies' expenses. Stable Value Funds. If you are considering a stable value product to make available as an investment option for a Plan, you should review the contract for the product and understand and consider the following: • A stable value fund is a fixed income investment fund with a "wrap" contract issued by a bank or insurance company. These wrap contracts seek to allow participants to transact at their book value (which generally speaking is their invested balance plus any accrued interest). • The objective of stable value funds, in general, is to preserve capital while providing a relatively stable rate of return that seeks to exceed returns provided by money market funds. Although designed as a low-risk investment, participants can lose money by investing in a stable value fund. • Stable value funds can be viewed as an alternative to money market funds; however, there are important differences, and stable value products can be complicated. Unlike money market funds, stable value funds are typically not registered with the SEC. In addition, they are not guaranteed by the U.S. government, LPL or the Plan. The structure of, or investments within, stable value may vary, and it is important to consider these differences in selecting a stable value fund. • Although a contract may provide for book value (even if fair market value is less) for participant -initiated events, the contract typically will not provide for book value for certain employer -initiated events (e.g., plan terminations, layoffs, sale of a division, employer bankruptcies, or change in recordkeepers). In the case of employer -initiated events, the contract typically will provide for a fair market value adjustment, which will not allow the Plan or participants to immediately receive book value if fair market value is less. It is important that plan sponsors understand these terms of the contract, in particular, as it will be a consideration in a future decision as to whether to terminate the stable value product provider. • As the stable value product wrap provider guarantees the receipt of book value to participants, it is important to consider the financial stability of the provider. It also is important to understand the underlying assets of the stable value product, as the type and quality of the assets will bear on the risk vs. reward characteristics that result in a variance between book value and fair market value. • There are fees and costs associated with stable value products. ITEM 9 DISCIPLINARY INFORMATION Item 9 requires the disclosure of material legal or disciplinary events relating to LPL's advisory and brokerage business. However, none of the disclosure items below relate to the services that LPL and its IARs provide in connection with retirement plan advisory and consulting programs. As part of a voluntary self -reporting initiative, LPL recently entered into a settlement with the SEC in which the SEC found that LPL willfully violated Section 206(2) and 207 of the Investment Advisers Act of 1940 (the "Advisers Act") in connection with inadequate disclosure to clients of its and its associated persons' conflicts of interest related to its receipt of 12b-1 fees and/or its selection of mutual fund share classes that pay such fees. The SEC ordered LPL to cease and desist from committing or causing any violations of Sections 206(2) and 207 of the Advisers Act, censured it for its conduct, and ordered the payment of disgorgement and prejudgment interest to affected investors totaling $9,333,516. LPL, as a broker-dealer, is a member of FINRA and has found to be in violation of FINRA's rules related to its brokerage activities. In particular, LPL consented to sanctions related to the following matters: AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 14 16a 11 ■ RETIREMENT PLAN PROGRAMS BROCHURE • LPL's supervisory systems and procedures relating to changes in the authority of custodians of accounts established under the Uniform Gifts to Minors Act and/or the Uniform Transfers to Minors Act, resulting in a censure, a fine of $300,000, and an undertaking to review and enhance its policies, systems, and procedures related to supervision of such accounts (2019). • The effectiveness of LPL's anti -money laundering program, LPL's failure to amend certain Forms U4 and U5, and LPL's systems and supervisory procedures relating to Forms U4 and U5 reporting requirements, resulting in a censure and a fine of $2,750,000 and an undertaking to review the process used to disclose customer complaints on Forms U4 and U5 (2018). • LPL's brokerage supervisory and disclosure procedures related to the sale of certain brokered certificates of deposit in brokerage accounts, resulting in a censure and a fine of $375,000 (2018). • LPL's systems and supervisory procedures relating to the creation and distribution of certain required account notices, resulting in a censure, a fine of $900,000, and an undertaking to review affected processes (2016). • LPL's systems and supervisory procedures relating to the format in which certain electronic records were retained, resulting in a censure and a fine of $750,000 (2016). • LPL's various brokerage supervisory procedures, including those related to the sale of complex non-traditional ETFs, variable annuity ("VA") contracts, real estate investment trusts ("REITs") and other products in brokerage accounts, as well as LPL's failure to monitor and report trades and deliver trade confirmations, resulting in a censure and a fine of $10,000,000, and restitution of $1,664,592 (2015). • LPL's processing and supervision of the sale of alternative investments, including non -traded REITs, resulting in a censure and a fine of $950,000 (2014). • LPL's systems and procedures related to the review and retention of email, resulting in a censure, a fine of $7.5 million, and establishment of a fund of $1.5 million to cover payments to eligible former brokerage customer claimants who may not have received all emails in connection with their claim (2013). • LPL's supervisory systems to monitor and ensure the timely delivery of mutual fund prospectuses, resulting in a censure and a fine of $400,000 (2012). • LPL's procedures regarding its review of e-mail communications, resulting in a censure and a fine of $100,000 (2011). • LPL's procedures on transmittals of cash and securities from customer accounts to third party accounts, resulting in a censure and a fine of $100,000 (2011). • LPL's procedures on supervision of VA exchanges, resulting in a censure and a fine of $175,000 (2010). LPL, as a broker-dealer, is regulated by each of the 50 states and has been the subject of orders related to the violation of state laws and regulations in connection with its brokerage activities. In particular, LPL entered into consent orders related to the following matters: • LPL's failure to timely register (or maintain the registration of) certain agents in Massachusetts ("MA") and failure to amend Forms U4 and U5 for certain agents registered in MA, resulting in a censure, a fine of $1,100,000, and an undertaking to review and enhance its policies and procedures related to registering its agents in MA and filing reportable events (MA, 2019). • LPL's brokerage supervisory procedures relating to email review and annual branch office examinations, resulting in a civil penalty of $450,000 and an undertaking for third -party review of related processes (Indiana, 2018). • The sale of unregistered, non-exempt securities in violation of state registration requirements, resulting (upon entry of the individual consent order) in payment to each participating state or jurisdiction of a civil penalty of $499,000, reimbursement of certain investigative expenses, remediation through repurchase of certain securities and payment of losses to certain affected customers, and certain additional undertakings (Settlement with up to 53 members of the North American Securities Administrators Association (NASAA), 2018). • The sale of non -traded alternative investments in excess of prospectus standards or LPL's internal guidelines and the maintenance of related books and records, resulting in a censure, a fine of $950,000, a $25,000 contribution to an investor education fund and remediation of losses to impacted customers (New Jersey, 2017). • LPL's supervisory practices for LPL representatives located on the premises of a credit union, resulting in a censure, a fine of $1,000,000, and an undertaking to avoid investor confusion specific to the name under which the credit union does business and review LPL's related policies and procedures (MA, 2017). AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 15 RETIREMENT PLAN PROGRAMS BROCHURE • LPL's oversight of certain VA transactions, resulting in a censure, a fine of $975,000, restitution to clients and former clients of an LPL representative, disgorgement of commissions retained by LPL in connection with such representative's VA sales, and an undertaking to review such representative's brokerage and advisory activities and LPL's related policies and procedures (MA, 2017). • The sale in brokerage accounts of non -traded REITs in excess of prospectus standards, state concentration limits or LPL's internal guidelines, resulting in an aggregate civil penalty of $1,425,000, reimbursement of certain investigative expenses and remediation of losses to impacted customers (Global settlement with certain members of NASAA, 2015). • The sale of non -traded REITs in excess of prospectus standards, state concentration limits or LPL's internal guidelines, resulting in an administrative fine of $250,000, reimbursement of investigative costs of $250,000, a $250,000 contribution to an investor education fund and remediation of losses to impacted customers (New Hampshire, 2015). • The sale of leveraged and inverse leveraged ETFs ("Leveraged ETFs"), resulting in an administrative fine of $50,000 (Delaware), a penalty of $200,000 (MA), restitution to Delaware customers in an amount up to $150,000, restitution to MA customers in an amount up to $1,600,000, and an agreement to make certain changes in its supervisory system with respect to Leveraged ETFs (2015). • Failure to implement procedures related to the use of senior -specific titles by LPL representatives as required under MA law, resulting in a censure and a fine of $250,000 (2015). • Failure to detect improper and fraudulent conduct by an LPL representative, resulting in a censure, a fine of $500,000, and restitution to impacted customers; and failure to adequately enforce supervisory procedures and maintain certain books and records required under Illinois law in connection with certain VA exchange transactions, resulting in a censure, a fine of $2,000,000, and restitution to impacted customers (2014). • The sale of non -traded REITs to MA residents in excess of MA concentration limits, resulting in a censure, a fine of $500,000, and restitution to impacted customers (2013). For more information about those state events and other disciplinary and legal events involving LPL and its IARs, client should refer to Investment Advisor Public Disclosure at www.adviserinfo.sec.gov or FINRA BrokerCheck at www.finra.org. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, real estate investment trusts and other investment products. LPL is registered to operate in all 50 states and has primarily an independent -contractor sales force of registered representatives and IARs dispersed throughout the United States. LPL has a dedicated team of employee IARs who service certain accounts in the absence of an IAR, and employees of LPL Employee Services, LLC, an LPL -affiliated company, are located on the premises of certain financial institutions. IARs typically are also licensed registered representatives of LPL and may provide brokerage services on behalf of LPL. If required for their positions with a registered broker-dealer, LPL's principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to a Program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services under a Program. LPL and The Private Trust Company, N.A. ("PTC"), a federally chartered non -depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as IRA custodian for client accounts set up as IRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary services, which services may relate to an advisory account. PTC's IRA custodian and trustee services and related fees are established under a separate engagement between the client and PTC. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 16 ki ■ ■ T ■ ■� i 1 J ■ ■■ ■ LTJ ■ RETIREMENT PLAN PROGRAMS BROCHURE Fortigent, LLC ("Fortigent"), is a registered investment advisor and related person of LPL. From time to time, LPL registered representatives may enter into agreements with Fortigent for research and reporting services. LPL IARs are permitted to engage in certain LPL -approved business activities other than the provision of brokerage and advisory services through LPL, and in certain cases, an IAR could receive greater compensation through the outside business than through LPL. An IAR could also be an accountant, real estate agent, tax preparer, lawyer or refer customers to other service providers and receive referral fees, for example. As other examples, an IAR could provide advisory or financial planning services through an independent unaffiliated investment advisory firm, sell insurance through a separate business, or provide third -party administration to retirement plans through a separate firm. If an IAR provides investment services to a retirement plan as a representative of LPL and also provides administration services to the plan through a separate firm, this typically means the IAR is compensated from the plan for the two services. If you engage with an IAR for services separate from LPL, you may wish to discuss with him or her any questions you have about the compensation he or she receives from the engagement. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front -running. In addition, employees in LPL's Research Department are required to obtain pre -clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre -approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request and is available on LPL's website www.lpl.com. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to Advisor's Form ADV brochure for more information about the Advisor's code of ethics and personal trading policies. Participation or Interest in Client Transactions LPL's parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL does not permit its IARs to recommend or solicit orders of LPL Financial Holdings Inc. stock. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to Advisor's Form ADV brochure for more information about conflicts of interest. IAR may be affiliated with the third party administrator ("TPA") that is also servicing a Plan. Prior to utilizing a TPA affiliated with IAR, clients must obtain an analysis from a fiduciary independent of the IAR concluding that 1) utilizing the named TPA is in the best interest of the Plan, the plan participants and their beneficiaries; 2) the fees paid for the services rendered by the TPA are reasonable; and 3) the TPA's relationship with the IAR was fully understood and accepted during the selection process of each as service providers to the Plan. As part of the services selected by the client, for example, vendor analysis services, an IAR may provide recommendations as to investment products or services. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to LPL and the IAR, this presents a conflict of interest. The compensation to IAR and LPL may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a recommendation be implemented using a certain product or service over another product or service. The client is under no obligation to purchase securities or services through LPL and the IAR. It is important to note that clients are under no obligation to implement a recommendation through LPL. Clients should understand that the investment products, securities and services that an IAR may recommend as part of RPCP are available to be purchased through broker-dealers, investment advisors or other investment firms not affiliated with LPL. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 17 � J i i ■ ■ L J� RETIREMENT PLAN PROGRAMS BROCHURE Client should understand that LPL, IAR and Advisor may perform advisory and/or brokerage services for various other clients, and that LPL, IAR and Advisor may give advice or take actions for those other clients that differ from the advice given to the client. The timing or nature of any action taken for a client may also be different. ITEM 12 BROKERAGE PRACTICES In connection with the services offered under RPCP and SMS, LPL or an IAR may recommend to a client that a Plan use a certain retirement plan platform or service provider (such as a recordkeeper or administrator). In the case of RPCP, LPL and IAR may serve as broker-dealer in connection with the sale of securities or insurance products to the Plan. As noted above, for Plans that are subject to ERISA or are otherwise subject to Section 4975 of the Code, 12b-1 fees paid by product sponsors to LPL and IAR as broker-dealer of record to the Plan are used to offset the RPCP Fee. ITEM 13 REVIEW OF ACCOUNTS To the extent services offered under RPCP or SMS to the Plan or Plan Sponsor include performance monitoring or reporting, LPL or the IAR or Advisor, as applicable, will review performance or provide reports of investment manager(s) or investments selected by the Plan on a frequency as agreed with the Plan or Plan Sponsor. If elected by the Plan, IAR or Advisor, as applicable, will provide reports evaluating the performance of Plan investment manager(s) or investments. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION Other Compensation IAR, LPL and LPL employees receive additional compensation from product sponsors. Compensation may include such items as gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings, client workshops or events, or marketing or advertising initiatives. Product sponsors also pay for, or reimburse LPL for the costs associated with, education or training events that are attended by LPL employees, IARs and Advisors and for LPL -sponsored conferences and events, including services for identifying prospective clients. In particular, LPL receives marketing and educational support payments of up to $300,000, depending on the anticipated nature and scope of the events, from retirement plan product sponsors to assist training and educating financial advisors across LPL's brokerage and advisory platforms, including RPCP. Such support payments are not tied to the sales of any products or client assets in the products. IARs do not receive any portion of these payments. For a current and complete list of the retirement plan product sponsors that pay such marketing and educational support payments, please see www.lpl.com or ask your IAR. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to the Advisor's Form ADV brochure for more information about conflicts of interest. LPL employees provide sales support resources to IARs and Advisors that use LPL advisory programs. The compensation that LPL pays to these employees varies based on the assets in LPL's different advisory programs. These employees have an incentive to promote certain advisory programs to IARs and Advisors over other advisory programs. LPL Compensation to IAR An IAR recommending an advisory service receives compensation from LPL. LPL compensates IARs pursuant to an independent contractor agreement, and not as an employee (although LPL has a dedicated team of employee IARs who service certain accounts in the absence of an IAR, and employees of LPL Employee Services, LLC, an LPL -affiliated company, are located on the premises of certain financial institutions). This compensation includes a portion of the RPCP Fee or SMS Fee, as applicable, and, such portion received by IAR may be more than what IAR would receive at another investment advisor firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by LPL to the IAR. In particular, LPL pays its IARs in different ways, for example: • payments based on production • equity awards from LPL's parent company, LPL Financial Holdings Inc., consisting of awards of either restricted stock units (a promise to deliver stock in the future) or stock options to purchase stock, in each case subject to satisfaction of vesting and other conditions AP - RPCP - 0120 LPL FINANCIAL LLC Member FIN RA / SIPC Page 18 ■IN '`m ■ ■ ■� i i I ■ ■■� ■ —71 ■ RETIREMENT PLAN PROGRAMS BROCHURE • reimbursement or credits of fees that IARs pay to LPL for items such as administrative services, or technology fees • free or reduced -cost marketing materials • payments in connection with the transition of association from another broker-dealer or investment advisor firm to LPL • advances of advisory fees • payments in the form of repayable or forgivable loans • attendance at LPL conferences and events. LPL pays IARs this compensation based on the IAR's overall business production and/or on the amount of assets serviced in LPL advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other LPL programs or in services or programs of other investment advisors or consultants. Therefore, the IAR may have a financial incentive to recommend the Programs over other programs and services. LPL Compensation to Advisor LPL pays compensation to Advisor, which includes a portion of the SMS Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor and/or its representatives. For example, LPL may pay additional compensation to Advisor or its representatives by providing equity awards from LPL's parent company, LPL Financial Holdings Inc., consisting of awards of either restricted stock units (a promise to deliver stock in the future) or stock options to purchase stock, in each case subject to satisfaction of vesting and other conditions, payments in the form of repayable or forgivable loans, reimbursement of administrative servicing fees or technology fees that Advisor and/or its representatives pays to LPL, free or reduced -cost marketing materials, payments in connection with the transition of Advisor's business from another firm to LPL, or attendance at LPL's conferences or events. Individuals of Advisor also may be associated with LPL as broker-dealer registered representatives and/or investment advisor representatives. Transition Assistance LPL also provides various benefits and/or payments to IARs or Advisors with broker-dealer registered representatives that are newly associated with LPL to assist the IAR or Advisor with the costs (including foregone revenues during account transition) associated with transitioning his or her business to LPL (collectively referred to as "Transition Assistance"). The proceeds of such Transition Assistance payments are intended to be used for a variety of purposes, including but not necessarily limited to, providing working capital to assist in funding the IAR's or Advisor's business, satisfying any outstanding debt owed to the IAR's or Advisor's prior firm, offsetting account transfer fees (ACATs) as a result of the IAR's or Advisor's clients transitioning to LPL's custodial platform, technology set-up fees, marketing and mailing costs, stationary and licensure transfer fees, moving expenses, office space expenses, staffing support and termination fees associated with moving accounts. The amount of the Transition Assistance payments are often significant in relation to the overall revenue earned or compensation received by the IAR or Advisor at his or her prior firm. Such payments are generally based on the size of the IAR's or Advisor's business established at his or her prior firm, for example, a percentage of the revenue earned or assets serviced by the IAR or Advisor, as applicable, at the prior firm These payments are generally in the form of payments or loans to the IAR or Advisor with favorable interest rate terms as compared to other lenders, which are paid by LPL or forgiven by LPL based on years of service with LPL (e.g., if the IAR or Advisor remains with LPL for 5 years) and/or the scope of business engaged in with LPL. LPL does not verify that any payments made are actually used for such transition costs. LPL also makes payments to IARs or such firms in connection with the transition of certain advisory business to LPL from his or her prior firm that is not approved on LPL's platform. These payments are tied to the amount of client assets that are transitioned from an unapproved platform at the prior firm to LPL's advisory programs. The receipt of Transition Assistance creates a conflict of interest in that an IAR or Advisor has a financial incentive to recommend that a client open and maintain an account with the IAR or Advisor and LPL for advisory, brokerage and/or custody services, and to recommend switching investment products or services where a client's current investment options are not available through LPL, in order to receive the Transition Assistance benefit or payment. LPL and its IARs attempt to mitigate these conflicts of AP - RPCP - 0120 LPL FINANCIAL LLC Member FIN RA / SIPC � ■ T ..tom i i ■ ■ ■ RETIREMENT PLAN PROGRAMS BROCHURE interest by evaluating and recommending that clients use LPL's services based on the benefits that such services provide to clients, rather than the Transition Assistance earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with LPL. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs, clients should refer to the Advisor's Form ADV brochure for more information about conflicts of interest. To the extent permitted by applicable law, including ERISA, LPL has entered into referral agreements with independent third party investment advisers, pursuant to which LPL and IARs receive referral fees from the third party investment advisors in return for referral of clients. Any such referral agreements are separate from the services provided under the Programs. Because LPL is engaged by and paid by the third party investment advisor for the referral, any recommendation regarding a third party investment advisor as part of a referral presents a conflict of interest. LPL addresses this conflict by providing the client with a disclosure statement explaining the role of LPL and IAR and the referral fee received by LPL and IAR. In addition, LPL may enter into other agreements with the third party investment advisers to whom LPL refers certain clients, pursuant to which LPL may provide (i) marketing services on behalf of the third party investment advisers to LPL representatives; or (ii) data technology services to integrate third party investment adviser account data on LPL's technology systems. To the extent permitted by applicable law, including ERISA, LPL receives fees for these services and such fees are typically based on the amount of assets (up to 20 basis points) referred by LPL to the third party investment adviser. Please refer to the Legal Disclosures page of Ipl.com for current information about any third party investment adviser that pays this compensation. Any agreements related to referrals are separate from the services provided under the Programs. The IAR does not share in these fees. In some cases, the third party investment advisers pay additional marketing payments to LPL, its employees and/or IARs to cover fees to attend conferences or reimbursement of expenses for workshops, seminars presented to IARs clients or advertising, marketing or practice management. LPL has entered into agreements with certain service providers, pursuant to which LPL and IAR receive compensation related to a Plan participant who receives a distribution from the Plan and rolls the distribution to a retail investment product of the service provider. Client Referrals From time to time, LPL and/or its IARs may enter into lead generation and referral arrangements with third parties and other financial intermediaries, including participation in third -parry programs for the purpose of introducing new clients to LPL and such IARs. Under these lead generation and referral arrangements, all referral parties are independent contractors. The compensation paid to such parties can be structured in various ways, including an ongoing flat fee or portion of the RPCP Fee or SMS Fee. LPL compensates other persons for solicitations of program accounts. LPL enters into an agreement with such solicitors and pays them a portion of the ongoing RPCP Fee or SMS Fee, as applicable, for the solicitation. The solicitor discloses to the client at the time of the solicitation the arrangement and the compensation to be received by the solicitor. Only advisory accounts are eligible for this solicitation program, giving rise to a conflict of interest because the IAR and solicitor have an incentive that an advisory account be opened rather than a brokerage account. Lead generation, referral and solicitation arrangements give rise to conflicts of interests because the referring party has a financial incentive to introduce new investment advisory clients to LPL and its IARs. LPL's participation in these referral arrangements does not diminish its fiduciary obligations to its clients. LPL and certain of its IARs offer advisory services on the premises of unaffiliated financial institutions, like banks or credit unions. In such case, the advisory services are offered by LPL and not the financial institution, and any securities recommended as part of the investment advice are not guaranteed by the financial institution, or insured by the Federal Deposit Insurance Corporation or any other federal or state deposit guarantee fund relating to financial institutions. LPL has entered into agreements with the financial institutions pursuant to which LPL shares compensation, including a portion of the RPCP Fee or SMS Fee, as applicable, with the financial institution for the use of the financial institution's facilities and for client referrals. In such case, instead of paying the IAR or Advisor, as applicable, the portion of the RPCP Fee or SMS Fee, as applicable, as described above, LPL shares such portion with the financial institution pursuant to the agreement between LPL AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 20 RETIREMENT PLAN PROGRAMS BROCHURE and the financial institution, and the financial institution will pay part of that amount to IAR or Advisor, as applicable. The financial institutions, along with LPL, determine the compensation plan for the IAR. The compensation plan may result in the IAR receiving more or less in compensation depending on the service or product that he or she recommends to the client and therefore may create a financial incentive for an IAR to recommend advisory programs or services over brokerage services, or vice versa. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client in accordance with the applicable standards under the Advisers Act. If IAR is an employee of the financial institution where it provides services to program accounts, LPL typically shares with the financial institution between 75% to 100% of the RPCP Fee or SMS Fee, as applicable, after LPL retains its portion of the RPCP Fee or SMS Fee, as applicable, for its administrative services. In such case, IAR (an employee of the financial institution) will be compensated (e.g. in the form of salary, bonus, commissions, etc.) by the financial institution in accordance with the terms agreed upon between the financial institution and the IAR (which vary depending on each financial institution and employee). If IAR is not an employee of the financial institution where it provides services to program accounts, LPL typically shares directly with IAR after deduction of LPL's portion, between 25% to 100% of the RPCP Fee or SMS Fee, as applicable, and with the financial institution between 0% to 75%. All compensation paid to IAR or the financial institution will be the sole responsibility of LPL, and will not result in any increase in the RPCP Fee or SMS Fee, as applicable, you pay to LPL. In addition, LPL provides other forms of compensation to financial institutions, such as bonuses, awards or other things of value offered by LPL to the institution. In particular, LPL pays a financial institution in different ways, for example, payments based on production, payments in the form of repayable or forgivable notes, reimbursement of fees that LPL charges for items such as administrative services, and other things of value such as free or reduced -cost marketing materials, payments in connection with the transition of association from another broker-dealer or investment advisor firm to LPL, advances of advisory fees, or attendance at LPL's national conference or top producer forums and events. LPL pays this compensation based on overall business production and/or on the amount of assets serviced in LPL advisory programs. Therefore, the amount of this compensation may be more than what the financial institution would receive if the client participated in other LPL programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the financial institution has a financial incentive an IAR or Advisor, as applicable, recommends a program account over other programs and services. ITEM 15 CUSTODY LPL, IAR and Advisor will not serve as a custodian for Plan assets in connection with the advisory or consulting services offered through the Programs. The client is responsible for selecting the custodian and investment sponsor for Plan assets. In order to service the Plan or Plan Sponsor through the Programs, the IAR, Advisor, or LPL may be listed as the contact for the Plan account held at an investment sponsor. The trustees or other fiduciaries for the Plan will complete account paperwork with the outside custodian that will provide the name and address of the custodian. The custodian for Plan assets is responsible for providing the Plan with periodic confirmations and statements. LPL recommends that Plan sponsors review the statements and reports received directly from the custodian or investment sponsor. For RPCP services, LPL may receive prepayment of fees for 6 or more months in advance. All SMS payments are made in arrears. ITEM 16 INVESTMENT DISCRETION Under RPCP, LPL and the IAR provide advisory and consulting services primarily on a non -discretionary basis, so that the client makes the decisions regarding the purchase and sale of securities and the investment options to be made available in the Plan. If advisory and consulting services are provided on a discretionary basis, clients will provide that authorization in writing to LPL and IAR. Under SMS, LPL has investment discretion to select, monitor, and replace the investment options made available through the Investment Menu, Plan Sponsor determines which Investment Menu to offer to its Plan participants, and each Plan participant determines which investment options within that Investment Menu to purchase or sell. Client will provide authorization for LPL's discretionary authority in writing to LPL. AP-RPCP-0120 ■■ ■ LPL FINANCIAL LLC Page 21 ■ ■ Member FINRA / SIPC RETIREMENT PLAN PROGRAMS BROCHURE LPL, IAR and Advisor do not exercise authority over the administration of the Plan under either Program. RPCP and SMS services do not include advice regarding the interpretation of the Plan documents, the determination of participant eligibility, benefits, or vesting, and the approval of distributions to be made by the Plan. ITEM 17 VOTING CLIENT SECURITIES LPL does not accept authority to vote client securities in connection with its services under the Programs. ITEM 18 FINANCIAL INFORMATION LPL is not required to include a balance sheet for its most recent financial fiscal year, and is not subject to any financial condition under which its ability to meet contractual commitments to clients is or may be impaired. Brochure Supplements Accompanying this Brochure are Brochure Supplements for individual employees or officers of LPL. Note that although these individuals are responsible for investment advice provided by LPL, they are not responsible for the ongoing individualized investment advice provided to a particular client. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to the Advisor's Form ADV brochure or contact the Advisor for more information. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 22 RETIREMENT PLAN PROGRAMS BROCHURE BROCHURE SUPPLEMENTS George Burton White Kirby Horan -Adams John Lynch Jason Hoody Jeffrey Alan Buchbinder Barry Seth Gilbert Marcus Ehlers January 24, 2020 LPL Financial LLC 1055 LPL Way, Fort Mill, SC 29715 (704) 733-3300 LPL Financial LLC 75 State Street, 22nd Floor, Boston, MA 02109 (617) 423-3644 www.lpl.com LPL Financial LLC 4707 Executive Drive, San Diego, CA 92121 (858) 450-9606 These Brochure Supplements provide information about certain LPL employees or officers that supplements the LPL Financial Brochure that is attached to these Brochure Supplements. Please contact LPL Financial at the number above if you did not receive the LPL Financial Brochure or if you have any questions about the contents of these Brochure Supplements. You may also contact your LPL investment advisor representative with questions. Additional information about these LPL employees or officers is available on the SEC's website at www.adviserinfo.sec.gov. Note that although these LPL employees or officers included in these Brochure Supplements are responsible for investment advice provided by LPL they are not the IARs responsible for the ongoing individualized investment advice provided to a particular client. For more information about the IAR managing the account, client should refer to the Brochure Supplement for the IAR, which should have been provided by the IAR along with the LPL Financial Brochure and these Brochure Supplements at the time client opened the account. If client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or LPL at Iplfinancial.adv@lpl.com. George Burton White Educational Background and Business Experience George Burton White was born in 1969. He has a BBA from the College of William and Mary. He is Managing Director, Investor and Investment Solutions and Chief Investment Officer and has served in that position as Managing Director and Chief Investment Officer since 2009. He joined LPL in 2007 as a Managing Director and Director of Research. Prior to joining LPL, he was Managing Director and Director of Research at Wachovia Securities from 2000 to 2007. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. White is a registered representative of LPL and an investment adviser representative of Fortigent, LLC ("Fortigent"), a registered investment adviser and related person of LPL. Mr. White is also the Chief Investment Officer of Fortigent. LPL is a registered broker- dealer and member of FINRA. Although Mr. White is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 23 L • i i ■■ ■ L J ■ RETIREMENT PLAN PROGRAMS BROCHURE Additional Compensation Mr. White receives a regular salary and a discretionary bonus. Supervision Mr. White, as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. White also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Kirby Horan -Adams Educational Background and Business Experience Kirby Lepak Horan -Adams was born in 1976. She has a BA in Math and Economics from Trinity College, an MBA and MSF from Boston College, and a JD from Boston College Law School. She is an Executive Vice President and Director of Research at LPL and joined the LPL Research Department in 2006. Prior to joining LPL, she was an analyst at Cerulli Associates. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Ms. Horan -Adams is a registered representative of LPL and an investment adviser representative of Fortigent, a registered investment adviser and related person of LPL. LPL is a registered broker-dealer and member of FINRA. Although Ms. Horan - Adams is a registered representative of LPL, she does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Ms. Horan -Adams receives a regular salary and a discretionary bonus. Supervision Ms. Horan -Adams reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Ms. Horan -Adams also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. John Lynch Educational Background and Business Experience John Lynch was born in 1963. He has a BA in History from Villanova University and an MBA in Finance from The College of William and Mary. He joined LPL Financial in April, 2017 as Chief Investment Strategist and Executive Vice President, Research. He has been in the investment business for 30 years, having spent the last 20 years at Wells Fargo, where he held leadership roles in research and investment strategy for the brokerage, asset management and private banking divisions. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC RETIREMENT PLAN PROGRAMS BROCHURE Other Business Activities Mr. Lynch is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Lynch is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Lynch receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Lynch reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Lynch also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Jason Hoodv Educational Background and Business Experience Jason Hoody was born in 1975. He has a BS in Political Science from Clarkson University, an MA in International Affairs from American University, an MS in Finance from Johns Hopkins University, and is a CFA charterholder. He is a Vice President in Research at LPL and joined LPL in 2015. Prior to joining LPL, he was a Vice President at BB&T and an analyst at KPMG. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities There are no other business activities to disclose in response to this item. Additional Compensation Mr. Hoody receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Hoody reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Hoody also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 25 ■ %*-��um • f •.. :2 RETIREMENT PLAN PROGRAMS BROCHURE Jeffrey Alan Buchbinder Educational Background and Business Experience Jeffrey Alan Buchbinder was born in 1971. He has a BA in Economics from Northwestern University and an MBA from Duke University. He is a Vice President, Equity Strategist and Portfolio Manager for LPL Financial Research and has been with the firm since 2003. Prior to joining LPL, he served as an Equity Research Associate at Sanford C. Bernstein. Prior to Bernstein, he was an Equity Research Associate at Deutsche Bank. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Buchbinder is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Buchbinder is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Buchbinder receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Buchbinder reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Buchbinder also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Barry Seth Gilbert Educational Background and Business Experience Barry Seth Gilbert was born in 1967. He has a BA in Philosophy from Haverford College, an MA from the Pennsylvania State University, and a PhD from Boston University. He is a Vice President and Portfolio Manager for LPL Research and has been with the firm since 2013. Prior to joining LPL, he taught at Harvard University. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Gilbert is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Gilbert is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Gilbert receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC ■ T ■ 1' ..�. M I %.� RETIREMENT PLAN PROGRAMS BROCHURE certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Gilbert reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Gilbert also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Marcus Ehlers Educational Background and Business Experience Marcus Ehlers was born in 1960. He has a BA from the University of Iowa. He is Executive Vice President of Trading and Client Compensation at LPL and joined LPL in 2010. Prior to joining LPL, Mr. Ehlers was an internal business consultant at Fidelity Investments from 2009 to 2010, and a Vice President at Schwab Institutional prior to 2009. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Ehlers is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Ehlers is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Ehlers receives a regular salary and a discretionary bonus. Supervision As Executive Vice President of Trading and Client Compensation, Mr. Ehlers is responsible for trade execution in LPL's advisory programs, subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. 75 State Street, 22nd Floor, Boston, Massachusetts 02109 4707 Executive Drive, San Diego, California 92121 AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 27 ■ ■%Tr ■ ■ 0 % r� J ■ STATE OF EXHIBIT "B" COUNTY OF \ CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A_ § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton, 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: 6-0010Z 1 Federal Work Authorization User Identification 17- _7 z Date of Authorization ..e%A rf7a f..r..,., Name of Contractor I hereby declare under penalty of'periury that the foregoing is true and correct. Executed on d dy .77 20 4m �lu✓t{ (city), a4 (state). Signature of A"rizEd Officer or Agent D A i. i p G A r FA'r •uv RPCP Consulting Services Printed Name and Title of Authorized Officer or Agent Name of Project SUBSCRIBED AND SWORN BEFORE ME City of Milton. Georgia ON THIS THE 29 DAY OF 1� Name of Public Employer 20 OTARY P LI ```,%t,����( (o5�/����i [NOTARY SEAL) Z -meow Ale Z My Commission Expires: S tS oflo ,IG 02. EXHIBIT "C" STATE OF e&f' "I G� COUNTY OV \ 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 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 fonvard 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 trust 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: �0c)IVS/ Federal Work Authorization User Identification Neu�mbber L' / .? Date of Authorization Name of Subcontractor RPCP Consulting Services Name of Project City of Milton Georgia Name of Public Employer I hereby declare under penalty of periury that the foregoing is true and correct. Executed on T"tr z!, 200in ,(city), Coq- (state). Signature of Autl rized Officer or Agent i7h � c d G e e F/e'r ry Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME THIS THE 2 '1 DAY OF 0 0, i �`1111111/lJ� `1�� EY1%IQ ��I� NOTARY PU LIC [NOTARY SEAL] My Commission Expires: : �L 0 Z. 0 V0 -Z' /IIIIIN+ Account Application RPCP Retirement Plan Consulting Program (RPCP) Account Number Schedule A Rep ID 7 1 M1 X I D Instructions: Please complete all applicable sections of the RPCP Schedule A in full when RPCP Investment Advisor Representative (IAR) is consulting with the Plan in an RPCP capacity only, and LPL Financial LLC ("LPL") is not also broker/dealer of record on the plan. This Schedule is part of the Retirement Plan Consulting Program Agreement (the "Agreement") (AP-RPCP). If this is a change of RPCP IAR(s), complete the F792. Please email the completed form to imaginci.email@1121.com or fax to (858) 202-8325. ATTENTION: Any alterations must initialed by the trustee and/or authorized officer. ❑ Check here if this is an amendment to an existing RPCP Schedule A and indicate the section(s) updated. • Write in the LPL "shell" account number and RepID/SplitlD in the upper right corner. • Complete only the sections being updated/amended, in addition to signatures from client and IAR in Sections VII and VIII. Representative Information RPCP Investment Advisor Representative "IAR" DBA Name (if applicable) DAVID GRIFFIN ATLANTA RETIREMENT PARTNERS Section I: Plan Information 1. Plan Type (choose only one) O 401 W Plan O 403(b) Plan O Defined Benefit Plan O Other (please specify) O Profit Sharing Plan 0 457 Plan O NQDC Is the Plan subject to ERISA? O Yes O No Is the plan for a Government Entity? ( Yes O No Is your client considered an "institutional account" based on one or more of the following definitions per FINRA Rule 4512(c): O Yes Q No 1. A bank, savings and loan association, insurance company or registered investment company; 2. An investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); or 3. Any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million How are the investments directed? Oi Participant O Employer 2. Plan Information Plan Name ITY OF MILTON Plan Mailing Address Plan Tax ID Number 006 HERITAGE WALK 1 151-0608862 MILTON, GA 3004 3. Plan Sponsor / Employer (Client) Information Plan Sponsor / Employer (Client) CITY OF MILTON Plan Sponsor / Employer (Client) Address (no P.O. boxes) O Same as Plan Address Plan Sponsor / Employer (Client)Tax ID Number 0 Same as Plan Tax ID m LPL Financial Member FINRA/SIPC Business Phone 678.242.2500 Fax Number Email RPCP Section I: Plan Information (continued) 4. Country of Legal Establishment (choose one) Plan Sponsor / Employer (Client) Country of Legal Establishment O USA O Other S. Plan Assets and Participant Count Enter the letter that corresponds to the correct range: Approximate plan assets =J Approximate number of participants 100+ I. Less than $999,999 J. $1,000,000 - $4,999,999 K. $5,000,000 - $9,999,999 L. $10,000,000 - $29,999,999 M. $30,000,000 and over 6. Service Provider Information Service Provider (Recordkee in Platform) Provider Contract Number / Plan Number VOYA 1664FB8 Third Party Administrator (if not the same as Service Provider above) Product Name (if applicable) Section II: Authorized Officer / Trustee Information - For ERISA Plans Only If necessary, use additional copies of this page for any additional trustees and/or Authorized Plan Officers. Note: This entire section must be completed. 1. Primary Information Authorized Officer (with authority to act on behalf of Pian) / Name of Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailin Address If Corporate Trustee, Tax ID Business Phone 2. Secondary Information Authorized Officer (with authority to act on behalf of Plan) / Name of Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailin Address If Corporate Trustee, Tax ID Business Phone Tertiary Information Authorized Officer (with authority to act on behalf of Pian) / Name of Trustee / Corporate Trustee Address Associated with Authorized Officer / Trustee ❑ Same as Plan Mailing Address Account Number Page 2of5 If Cor orate Trustee, Name of Contact If Corporate Trustee, Tax ID Business Phone ■�V �•.i' r%m ■• ■� RPCP Section III: Trustee / Authorized Officer Information - For Non -ERISA Plans Only If necessary, use additional copies of this page of the F321-RPCP form for any additional trustees and/or Authorized Plan Officers. Note: This information helps to meet the Customer Identification Program rules that apply to Non -ERISA Plans. If the plan is held in a group annuity and does not have a trustee, then leave the trustee section blank. 1. Trustee Information Trustee / Corporate Trustee If Corporate Trustee, Name of Contact Date of Birth* VOYA INSTITUTIONAL TRUST COMPANY Address Associated with Trustee (no P.O. boxes) ONE ORANGE WAY WINDSOR, CT 06095-4774 ID Type / Corp. ID T pe * ID Number Corp * Articles of Inc., Business License, State Certificate of Good Standing Mailinq Address Required only for individual trustee SAME Social Security Number/Tax ID 46-5416028 ID Issuance Date ID Expiration Date Countr of Citizenship/Establishment ID Place of Issuance ID verified? O Yes O No Home Phone Mobile Phone Business Phone Fax Number 2. Authorized Officer Information Authorized Officer Name (with authority to act on behalf of Plan) Home Phone Address Associated with Authorized Officer ❑p Same as Plan Mailing Address Business Phone 3. Authorized Officer Information Authorized Officer Name (with authority to act on behalf of Plan) Home Phone Address Associated with Authorized Officer ❑ Same as Plan Mailing Address Business Phone Section IV: Services I. Investment Advisory Services *Fiduciary services under ERISA (to the extent the pian is subject to ERISA) ❑✓ Investment Policy Statement. IAR will assist the Plan in the preparation or review of an investment policy statement ("IPS") for the Plan based upon consultation with Client. 571 1 *Ongoing Investment Recommendations. IAR will recommend, for consideration and selection by Client, specific investments to be held by the Plan or, in the case of a participant -directed defined contribution plan, to be made available as investment options under the Plan. IAR will recommend, for consideration and selection by Client, investment replacements if an existing investment is determined by the Client to no longer be suitable as an investment option. *Ongoing Investment Monitoring IAR will perform ongoing monitoring of investments options in relation to the criteria provided by the Client to the IAR. Z*Qualified Default Investment Alternative Assistance. IAR may assist Client with selecting investment products or managed accounts offered by third parties in connection with the definition of a "Qualified Default Investment Alternative" ("QDIA") under ERISA (for plans subject to ERISA). El *Non -Discretionary Model Portfolios. IAR will recommend, for consideration and approval by Client, (i) asset allocation target -date or risk-based model portfolios for the Plan to make available to Plan participants, and (ii) funds from the line-up of investment options chosen by the Client to include in such model portfolios. 0 Performance Reports. IAR will prepare periodic reports reviewing the performance of all Plan investment options, as well as comparing the performance thereof to benchmarks with Client. The information used to generate the reports will be derived directly from information such as statements provided by Client, investment providers and/or third parties. ■ J V Account Number RPCP Section IV: Services (continued) 2. Consulting Services 0 Service Provider Liaison. IAR shall assist the Plan by acting as a liaison between the Plan and service providers, product sponsors and/or vendors. In such cases, IAR shall act only in accordance with instructions from the Client on investment or Plan administration matters and shall not exercise judgment or discretion. ❑� Education Services to Plan Committee. IAR will provide education, training, and/or guidance for the members of the Plan Committee with regard to plan features, retirement readiness matters, or duties and responsibilities of the Committee, including education with respect to fiduciary responsibilities. F✓ Participant Enrollment. IAR will assist Client in enrolling Plan participants in the Plan, including conducting an agreed upon number of enrollment meetings. As part of such meetings, IAR will provide participants with information about the Plan, which may include information on the benefits of Plan participation, the benefits of increasing Plan contributions, the impact of preretirement withdrawals on retirement income, the terms of the Plan and the operation of the Plan. ❑] Participant Education. IAR will assist with participant education, which may include preparation of education materials and/or conducting investment education seminars and meetings for Plan participants. Such meetings may be on a group or individual basis, and may include information about the investment options under the Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment time horizons and assess risk tolerance. Such meeting shall not include specific investment advice about investment options under the Plan as being appropriate for a particular participant, but may include use of educational investment models. Plan Search SupportNendor Analysis. IAR will assist with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support. Benchmarking Services. IAR will provide Client with comparisons of Plan data (e.g., regarding fees, services, participant enrollment and contributions) to data from the Plan's prior years and/or a benchmark group of similar plans. �✓ Assistance Identifying Plan Fees. IAR will assist client in identifying the fees and other costs borne by the Plan for, as specified by client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan. Section V: Fee Information 1. This fee arrangment is effective beginning on this date: 7/01/2020 (required) If fees are to be paid out of the plan, the date shall be consistent with the provider's client authorization form signed by the Plan Sponsor. 2. Frequency of compensation of payments: Puarterly 3. Compensation In consideration of the above agreed upon services rendered by RPCP IAR, fees shall be made payable to LPL under one of the following arrangements as indicated. If fees are to be calculated and deducted from Plan assets, and paid to LPL Financial by a Third Party Payor as indicated, such fees shall be calculated in the method and on the frequency as set out in the Third Party Payor's authorization form signed by the Plan Sponsor and submitted with this agreement. If fees are to be invoiced by LPURPCP IAR as indicated below, and such fee is based on the value of Plan assets, LPL Financial shall calculate the fee based on the value of Plan assets at the end of the relevant period. O A. Annual flat fee of $ 0 B. Fee for service. Based on percentage of Plan assets:25 basis points (bps) per annum. OC. Fee for service — tiered. Fee for service based on a percentage of Plan assets. (Attach the tiered fee schedule.) Current Range of Plan assets Current Fee $ toS —bps* O D. Hourly Rate of $ Estimated number of hours annually OE. One-time payment of $ for the above project -specific work O Up front OUpon Completion % up front and remainder upon completion. *If fees will be collected out of plan assets, it will be the responsibility of LPL IAR to manage any adjustments with the Provider. Copies of the prov authorization forms, updated and signed, will need to be emailed LPLfinancial.RPCP@1121.com) Account Number Page 4of5 ❑First Year Fee of $ . In addition to the fees selected, Client will pay an additional fee for the first year after the Plan is implemented or transitioned to a new platform/ product provider. The First Year fee in intended to cover the additional services (e.g. fund mapping, assistance with enrollment, additional education to committee members and participants, etc.) that the IAR may provide as a result of the implementation or transition. RPCP Section VI: Invoice and Payment Procedures 1. All fees shall be made payable to "LPL Financial - RPCP". Contact lalfinancial.RPCompensation@lpl.com for current RPCP payment instructions and invoice procedures. By default, fee billing is in arrears unless specified differently here: Fees will be paid: OA. Fees are automatically collected by the provider from the plan assets and sent to LPL. Client will authorize payor to pay the fees to LPL pursuant to the terms of this agreement. Note: A copy of the provider authorization is required to be sent to LPL in order for this form to be considered 'In Good Order'. Payments will be made: QOut of a plan expense reimbursement account or, ODeducted across participant accounts or, OAs otherwise set out in the applicable Third Party Payor authorization form client will complete to authorize payment out of Plan assets. OB. Fees are paid from the plan assets to LPL in a non -automated process pursuant to the terms of this agreement. This option is only available if the provider does not support automated billing (option A above). Client is responsible for verifying advisory fees prior to payment of the fees to LPL Financial. Advisor is responsible for initiating any invoice process that may be required each payment cycle. OC. Fees are paid by the Plan Sponsor to LPL. The IAR will provide an invoice to the plan sponsor. Fees shall be due upon receipt of the invoice, and client is responsible for verifying advisory fees prior to payment of the fees to LPL Financial. Advisor is responsible for initiating the invoice process each payment cycle. Section VII: Authorized Officer /Trustee Acknowledgment and Execution This Schedule A is part of the Agreement and is incorporated by reference in the Agreement. By signing below, Client agrees to the terms and conditions of the Agreement. The Agreement contains a predispute arbitration clause in Section 11. Client acknowledges receiving reasonably in advance of the date hereof, and has taken time necessary to review and understand, information provided in the Agreement and the LPL Financial Retirement Program Consulting Program Brochure that describe the scope of services and compensation, including alternative plan -level services offered by LPL and related conflicts of interest. Authorized Officer/ Trustee Signature Authorized Officer / Trustee Name (print) Title Authorized Officer/ Trustee Signature Authorized Officer / Trustee Name (print) Title Date (required) Uate (required) Authorized Officer/ Trustee Signature Authorized Officer / Trustee Name (print) Title Date (required) Section VIII: RPCP IAR Acknowledgment (Branch Use Only) I certify I am servicing Ian sol through the RPCP program and LPL is not the broker/dealer of record on the Plan. David Griffin 7xmd 7/29/2020 RP IAR Signature RPCP IAR Name (print) Rep ID Date (required) RPCP IAR Signature (if applicable) RPCP IAR Name (print) Rep ID Date (required) RPCP IAR Signature (if applicable) RPCP IAR Name (print) Rep ID Date (required) Check below if sharing fees through a solicitors' agreement (either PRN or RPP programs.) I understand that the appropriate Written Disclosure Form is required in order to pay the referral revenue. Referral from outside entity/individual PRN ID (Must be pre -approved through the PRN process. Use F620 -PAA Written Disclosure to indicate % to be paid to outside entity/ individual.) Referral from other LPL advisor through RPP (LPL Rep ID to receive referral revenue) (RPP is to be used when advisor referring the plan to RPCP IAR is not individually approved for RPCP.) Use F620-RPCP-RPP Written Disclosure to indicate % to be paid to LPL advisor.) Section IX: LPL Acceptance (Home Office Use Only) LPL accepts this RPCP Agreement and Schedule A as of the effective date above. LPL may indicate its acceptance of this Agreement electronically. LPL Home Office Signature LPL Home Office Name (print) Date V) F321-RPCPND_=�4 }�IC Account Number Revised 0919 Page 5 of 5 City of Milton, LPL Financial, LLC, & Atlanta Retirement Partners, LLC - Agreement Supplement 1. Priorijy of Supplement: This Supplement is attached to the Retirement Plan Consulting Program (RPCP) Consulting Agreement and associated Schedule A documents for 401(A) and 457 Plans (collectively the "Agreement") between the City of Milton, Georgia as plan sponsor ("Client"), LPL Financial, LLC ("LPL") and Atlanta Retirement Partners, LLC as Investment Advisor Representative ("IAR"). The provisions of the Supplement control over any contrary provisions found in the Agreement and any other document that is incorporated by reference into the Agreement, and this Supplement shall be deemed an amendment to the Agreement. 2. Term: As required by the Client's Purchasing Policy, the Agreement shall expire on September 30, 2021. Because any parry may terminate the Agreement for convenience at any time, the parties agree and acknowledge that the Agreement is not a "multi-year purchasing contract" contemplated by O.C.G.A. § 36-60-13(a). 3. Compensation: The parties acknowledge that Client has entered into or will enter into a separate agreement with Voya Retirement Insurance and Annuity Company as plan administrator, and Voya Institutional Trust Company as trustee (collectively "Voya"). Client will direct Voya through that separate agreement to provide quarterly payments to IAR equal to one-quarter of the annual fee for service due to LPLAAR, and the parties accept this payment arrangement. . 4. Services: The services to be provided under the Agreement are those listed in Section IV of each Schedule A, as further described in the "Proposed Services" document attached hereto as Exhibit A. 5. Nondiscrimination: In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of federal law, LPL and IAR agree that, during performance of the Agreement, LPL and IAR, 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, LPL and IAR agree to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under the Agreement. 6. Sovereign Immunity; Indemnification: Nothing contained in this Agreement shall be construed to be a waiver of Client's sovereign immunity or any individual's qualified, good faith or official immunities. No provision of the Agreement shall be construed to impose a contractual duty of defense or indemnification upon the Client. 7. Compliance with the Georgia Open Records Act: To the extent required by law, each party agrees to comply with the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.) and no confidentiality requirement in the Agreement shall impose any obligation inconsistent with the rights and duties created by that Act. Ethics: Client and LPL and IAR 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 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. Client and LPL and IAR 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 LPL and LAR or any higher tier sub -consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. 9. Emuloyment of Unauthorized Aliens Prohibited E Verify Affidavit: Pursuant to O.C.G.A. § 13- 10-91, Client may not enter into a contract for the performance of services unless the contractor shall provide evidence on the forms, attached hereto as Exhibits `B" and "C" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E -Verify or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period. LPL and IAR hereby verifies that each has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit `B", and submitted such affidavit to Client. Further, LPL and IAR hereby agree 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 LPL and IAR, employ or contract with any subcontractor(s) in connection with the Agreement, LPL and. IAR agree to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit "C", which subcontractor affidavit shall become part of the LPL and IAR/subcontractor agreement. If a subcontractor affidavit is obtained, LPL and IAR agree to provide a completed COPY to Client within five (5) business days of receipt from any subcontractor. LPL and IAR, and their subcontractors, shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. LPL and IAR agree that the employee -number category designated below is applicable to it: LPL IAR u� 500 or more employees 500 or more employees 100 or more employees 100 or more employees Fewer than 100 employeesv", Fewer than 100 employees LPL and IAR hereby agree that, in the event LPL and IAR employ or contract with any subcontractor(s) in connection with the Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, LPL and IAR will secure from the subcontractor(s) such subeontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of state and federal law, and shall be construed to be in conformity with those laws. 10. Venue; No Arbitration: Section 11 (Arbitration) in the Retirement Plan Consulting Program (RPCP) Consulting Agreement is deleted. Any dispute concerning the Agreement shall be heard in the State of Georgia. 11. Governing Law: The Agreement, including this Supplement, shall be governed by Georgia law without regard to choice of law principles, notwithstanding any contrary provision in the Retirement Plan Consulting Program (RPCP) Consulting Agreement. 12. Amendments: Where LPL or ARP purport to further amend the Agreement, no such amendment shall be effective to contravene any provision of this Supplement unless signed in writing by an authorized representative of Client. 13. Notices: Notices sent to Client will not be deemed received until actually received. Where notices are sent to any party via mail, notice 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. 14. Authority to Contract: The individual executing the Agreement on behalf of each party covenants and declares that he/she has obtained all necessary approvals of the necessary board of directors, stockholders, board of commissioners, general partners, limited partners or similar authorities to simultaneously execute and bind the party to the terms of this Supplement. IN WITNESS WHEREOF Client, LPL, and IAR have executed this Supplement, effective as of the effective date of the applicable Agreement. Attest: Signature: Sudie Gordon, City Clerk Approved as to form: City Attorney Client: CITY OF MILTON, GEORGIA By: Joe Lockwood, Mayor [CITY SEAL] [SIGNATURES CONTINUE ON FOLLOWING PAGE] ki Attest/Witness: Signature: Print Name:.��,J Title: Attest/Wit n s: Signature: Print Name: .�,y �(,62� .. Title: ��b.. +�✓:�'t" (Assistant) Corporate Secretary LPL Financial, LLC: Signature: �. Print Name: DRU (O A rt I ice t L✓ Title:ember anger IAR: Atlanta Retirement Partners, LLC Signature: Print Name: 0 Title: Membqznanaget 4 EXHIBIT "A" ATLANTA RETIREMENT -PARTNERS - Proposed Services for the City of Milton 401(a) & 457 Plans Atlanta Retirement Partners would serve as an investment advisor to the City of Milton 401(a) & 457 Plans and this advice would be provided in a 3(21) capacity. For either service, our fee is 25 basis points (0.25%) guaranteed for 2 years. David Griffin and Shawn Slemons of Atlanta Retirement Partners will be serving as your primary representatives. We propose to support City of Milton. in the following ways: • Provide and maintain an Investment Policy Statement for the Plan • Conduct quarterly on-site, reviews of the Plan & investments as determined by the Committee. These would shift to semi-annual after year one • Provide quarterly investment review updates via email on the quarters an on-site meeting is not conducted (option of teleconference if/when desired) • Assist in identifying situations where change to the Plan's investment offerings would be advisable, and provide recommendations for replacement or additional investments • Consult on plan design -- including plan provisions, service features, and plan pricing design • Act as liaison with your service provider(s) for issue resolution/service enhancement • Coordination of employee education/engagement campaigns including financial wellness and 1:1 meetings • Annual plan cost benchmarking • Plan service provider evaluation and search assistance, as needed The following characteristics of our firm contribute to our being both well-qualified and well-suited to serve the City of Milton 401(a) & 457 Plan: • Atlanta Retirement Partners is a local, boutique advisory firm that focuses on retirement plans. Our clients consist of corporations, governmental, and non-profit institutions which represent 115 plans for 95 clients. • While we serve a variety of plan types and sizes spanning from start-ups to $150 million, including plans with similar metrics to the City of Milton 401(a) & 457 Plan. • We are deeply resourced in the areas of investment research and monitoring. Our broker/dealer is LPL Financial, and, through them, we access unbiased analysis of capital markets and securities as well as national benchmarking data. Neither we, nor LPL Financial, manufacture mutual funds or other investment vehicles, which allows us to be completely unbiased in investment selection and monitoring. • We will use the LPL Financial Retirement Partners 12 Point Scoring System to evaluate your plan investments each quarter. The LPL Financial Retirement Partners team of analysts reviews each mutual fund, separate account, and group annuity product on every retirement platform in the country (over 18,000 investments) scoring each investment on 12 factors. This scale of research is a powerful aid to us in investment selection and monitoring. • Atlanta Retirement Partners provides comprehensive wealth management services. Our wealth management arm is headed by Brad Towson, a 20 -year veteran of Morgan Stanley. While our focus is retirement plans, we do offer wealth management services upon request. We do not solicit these services from employees, nor do we seek to sell them any products. 200 Ashford Center North, Suite 400 • Atlanta, Georgia 30338 • (404) 814-0141 www.atlantaretirementpartners.com RETIREMENT PLAN CONSULTING PROGRAM (RPCP) CONSULTING AGREEMENT This Retirement Plan Consulting Program Agreement ("Agreement") by and among the plan sponsor ("Client") identified in Schedule A to this Agreement ("Schedule A"), LPL Financial LLC ("LPL"), a registered investment advisor under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the LPL investment advisor representative indicated in Schedule A ("Advisor Representative" or "IAR"). This Agreement when executed shall be effective as of the date set out in Schedule A. Client sponsors and maintains a retirement plan ("Plan"), that may or may not be qualified under Section 401(a), 403(b), or 457(b) of the Internal Revenue Code of 1986, as amended, and/or subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Client has the power and authority to designate and direct investment alternatives under the terms of the Plan and to enter into contractual arrangements with third parties to assist in the discharge of these and related duties. In connection with and in discharge of its duties with respect to the Plan, Client desires to engage the services of LPL and Advisor Representative for the purposes specifically set forth below. 1. INVESTMENT ADVISORY AND/OR CONSULTING SERVICES From and after the effective date and until this Agreement is terminated, LPL and Advisor Representative shall provide the services selected by Client, as set forth in Schedule A, which is attached hereto and hereby incorporated by reference (the "Services"). Client understands it has the sole responsibility for determining whether to implement any recommendations made by LPL or Advisor Representative. Client acknowledges it is not required to implement any of the recommendations or otherwise conduct business through LPL or Advisor Representative and that neither LPL nor Advisor Representative has any responsibility for decisions made by Client that are inconsistent with their advice. The services provided by LPL and Advisor Representative are services only to the Plan or to Client with respect to Client's responsibilities to the Plan and not to any particular Plan participant(s). If the Services selected by Client include enrollment and investment education for Plan participants, the parties acknowledge and agree that such enrollment and education services do not include any individualized investment advice to Plan participants with respect to their Plan assets and that LPL and Advisor Representative will not act as fiduciaries under ERISA or the Internal Revenue Code ("Code") in providing such services. 2. TERMINATION This Agreement may be terminated by any party effective upon receipt of written notice to the other parties. In particular, if LPL and Advisor Representative are no longer associated with each other, LPL may terminate this Agreement immediately with notice to Client. Client will be entitled to a prorated refund of unearned fees, if any, based on the time and effort completed prior to the termination date. If the termination date extends beyond the last day of the billing term in which the notice is given and for which LPL and Advisor Representative have not been previously paid, Client shall pay a pro rata portion of its fee for such additional period. Any such additional fee and any other unpaid fees (whether fees to cover Services paid for in arrears, or otherwise) shall be paid pursuant to Section 3 below. Client acknowledges that, upon termination of this Agreement, neither LPL nor Advisor Representative shall have any continuing duty to provide the Services. In addition, the parties acknowledge the circumstances pursuant to which LPL and Advisor Representative provided the Services will change upon termination of this Agreement. As a result, Client agrees that, upon the termination of this Agreement, LPL and Advisor Representative will cease to have any responsibility with respect to the ongoing investment of Plan assets regardless of whether the Plan continues to be operated consistent with the Services previously provided pursuant to this Agreement. 3. COMPENSATION LPL and Advisor Representative shall receive compensation for their provision of the Services pursuant to the terms and conditions set forth in Schedule A. If compensation is not paid on a timely basis, LPL and Advisor Representative may suspend the performance of the Services until it has been paid in full. For Plans that are subject to ERISA or are otherwise subject to Section 4975 of the Code, in the event that LPL is identified on the Plan's recordkeeping system as broker-dealer of record for AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page I •.. :L RPCP CONSULTING AGREEMENT the Plan, and receives commissions or trail payments with respect to the Plan, such compensation will be used to offset the fee for Services under this Agreement. Compensation is negotiated between Client and the Advisor Representative and may be based on a percentage of the assets held in the Plan or on an hourly or flat rate basis. LPL and Advisor Representative may lower their fee without notice. Compensation will be payable to LPL either in advance or in arrears and on the frequency agreed upon between Advisor Representative and Client and indicated in Schedule A. Client understands that LPL typically retains 5% of the compensation and shares the remainder with Advisor Representative. Advisor Representative may pay a portion of that amount to his or her LPL branch manager or another LPL representative for supervision or other support. Client further understands that if a fee is charged for investment advisory services this may cost more than if the Plan engaged in a brokerage arrangement. In a brokerage arrangement, the recordkeeper facilitates payment of compensation to LPL and Advisor Representative based on sales commissions and ongoing trail payments it collects from the sponsors of investment products purchased and held by the Plan, rather than the Plan being charged a fee for our services directly. LPL generally shares 90% of the compensation received under a brokerage arrangement with the Advisor Representative, in comparison to 95% he or she receives under the RPCP program. Client should be aware that this creates a conflict of interest since the Advisor Representative retains a higher portion of compensation received by LPL when recommending the RPCP program. LPL and Advisor Representative attempt to mitigate this conflict by evaluating and recommending that clients use LPL's programs and services based on the benefits that such provide to clients, and negotiating our fees based on the services provided, rather than the portion received based on the type of program. 4. REPRESENTATIONS, WARRANTIES AND DISCLOSURES OF CLIENT a. Client acknowledges and agrees that all decisions regarding the assets of the Plan, the interpretation of its provisions, compliance with applicable legal requirements and operation of the Plan are the sole responsibility of Client. b. Client acknowledges that: (i) investments fluctuate in value and the value of the investments when sold may be greater or lesser than the original cost; (ii) past investment performance does not necessarily guarantee any level of future investment performance; (iii) neither LPL nor Advisor Representative warrant or guarantee any level of performance by any of the investments held by or offered under the Plan or that any investment will be profitable over time; and (iv) the Plan and its participants are assuming the market risk involved in the investment of Plan assets. c. Notwithstanding any other provision of this Agreement, it is agreed that neither LPL nor Advisor Representative shall have any duty to provide Client with any advice or recommendation regarding the advisability of including any of Client's capital stock as an investment or investment option under the Plan, or of offering participants a self-directed brokerage account, mutual fund window, or other similar arrangement. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, neither LPL nor Advisor Representative will provide any individualized advice or recommendations to the participants regarding these decisions. d. Certain retirement platform providers may offer investment lineup options that are pre -determined by the provider and that may not be substituted or removed pursuant to their contractual arrangement with a plan. In such instances, Client acknowledges and agrees that the Services provided by Advisor Representative shall expressly exclude any investment advice relative to investments so designated within a retirement plan lineup, and that Client shall assume full responsibility for the selection of such investments on behalf of the Plan. e. Client has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents that must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. f. This Agreement has been duly authorized and executed and constitutes the legal, valid, and binding agreement of Client, enforceable in accordance with its terms. g. All information provided or to be provided to LPL or Advisor Representative hereunder to enable them to perform the Services is and shall be true, correct and complete in all material respects. Client acknowledges LPL and Advisor Representative shall be entitled to rely upon all information provided by Client, whether financial or otherwise. Client agrees AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 2 }: RPCP CONSULTING AGREEMENT k m to promptly notify Advisor Representative in writing of any material change in the financial and other information provided to Advisor Representative and to promptly provide any such additional information as may be requested. In connection with receiving Services under this Agreement, client may receive information that is proprietary to LPL, including investment research, tools and copyrights ("Proprietary Information"). Client agrees to keep such Proprietary Information confidential, use it only in the context of the relationship under this Agreement, and not permit other use of Proprietary Information by any other person without the prior written consent of LPL. Client acknowledges that neither LPL nor Advisor Representative can or will provide legal or tax advice to Client or the Plan. Client agrees to seek the advice of its legal advisor for any legal questions it may have relating to the operations and administration of the Plan. Client authorizes LPL and Advisor Representative to utilize outside vendors or professional resources in order to provide services under this Agreement. Client further authorizes LPL and Advisor Representative to release its information to those professional resources as necessary to fulfill the terms of this Agreement, pursuant to LPL's Privacy Policy. Client represents that, should any payment be made from the assets of a Plan governed by ERISA, Client has made a determination that such a payment is not a settlor expense and can be made from Plan assets. Client acknowledges it has made an independent determination that the fees payable pursuant to this Agreement are reasonable. Client acknowledges that LPL and Advisor Representative are not fiduciaries with respect to Client's decision to enter into this Agreement and represents that it has made such decision independently from LPL and the Advisor Representative. 5. REPRESENTATIONS, WARRANTIES AND DISCLOSURES OF LPL AND ADVISOR REPRESENTATIVE a. LPL is registered under the Advisers Act and shall maintain such registration through the term of this Agreement. Advisor Representative shall be appropriately licensed as required by law. b. LPL and Advisor Representative have the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals or consents which must be obtained by them from any third party, including any governmental authority, in connection with this Agreement. c. This Agreement has been duly authorized and executed and constitutes the legal, valid and binding Agreement of LPL and Advisor Representative, enforceable in accordance with its terms. d. To the extent applicable to a Plan subject to ERISA, LPL shall provide the Services in accordance with ERISA, including Rule 408(b)(2) under ERISA. e. LPL and Advisor Representative shall treat information regarding the Plan provided to LPL in connection with the Services as confidential in accordance with applicable law. 6. LIMITS ON LIABILITY a. Client agrees the only responsibilities of LPL and Advisor Representative hereunder are to render the Services. Neither LPL, Advisor Representative nor any "person associated with" (as such term is defined in Section 202(a)(17) of the Advisers Act) LPL or Advisor Representative shall have the authority to take custody, control or possession of any assets of the Plan. b. In the absence of negligence or intentional misconduct on their part, LPL, Advisor Representative, and their employees and agents shall have no liability for any act, omission, or error in judgment made by them in the performance of their duties hereunder. For purposes of clarification, LPL, Advisor Representative and their employees and agents shall be liable for a breach of a fiduciary duty to the extent such (i) is attributable to their negligence or intentional misconduct and (ii) occurs while acting in a fiduciary capacity as applicable based on the particular Service(s) designed under Schedule A to this Agreement. Provided, however, that no party or its employees and agents shall be liable for any exemplary or consequential damages arising pursuant to this Agreement. Moreover, nothing in this Agreement shall in any way restrict or waive any remedies or rights of action Client would otherwise have pursuant to applicable federal and state laws and/or regulations. 7. FIDUCIARY STATUS LPL and Advisor Representative acknowledge that, to the extent the Services to a Plan subject to ERISA constitute "investment advice" to the Plan for compensation, they will be deemed a "fiduciary" as such term is defined under Section 3(21)(A)(ii) of AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 3 i■ -K ■ ■ L�� RPCP CONSULTING AGREEMENT ERISA. Client understands that only certain Services that may be selected by Client in Schedule A — those provided under or as part of the ongoing investment monitoring and ongoing investment recommendation services — would constitute "investment advice" under 3(21)(A)(ii). The parties acknowledge and agree that, in providing the Services under this Agreement, neither LPL nor Advisor Representative: a. will exercise any discretion or control over the operations or assets of the Plan, including but not limited to any discretionary trading authorization over investment managers and/or investments. They further will have no responsibility to and will not: (i) exercise any discretionary authority or discretionary control respecting management of the Plan; (ii) exercise any authority or control respecting management or disposition of assets of the Plan; (iii) provide trade execution with respect to Plan assets; or (iv) have any discretionary authority or discretionary responsibility in the administration of the Plan or interpretation of the Plan documents, the determination of participant eligibility, benefits, or vesting, or the approval of distributions to be made by the Plan; b. is an "investment manager" of the Plan, as that term is defined in Section 3(38) of ERISA, and do not have the power to manage, acquire or dispose of any Plan assets; c. is a "fiduciary" under ERISA with respect to any particular participant's Plan assets; and d. is the "Administrator" of the Plan as defined in ERISA. Client represents its engagement of LPL and Advisor Representative, as well as any instructions it provides to LPL and/or Advisor Representative with regard to the Plan, are consistent with applicable Plan and trust documents. Client agrees to furnish Advisor Representative with copies of such governing documents upon request. Client also acknowledges the Services provided under this Agreement may only relate to a part of the Plan's assets, and that Advisor Representative is not responsible for overall compliance of the investments within the requirements of ERISA or any other governing law or documents. The parties acknowledge that from time to time LPL and/or Advisor Representative may make Client or Plan participants aware of and may offer services available from LPL and/or Advisor Representative that are separate and apart from the Services provided under this Agreement. Such other services may be services to the Plan, to Client with respect to Client's responsibilities to the Plan and/or to one or more Plan participants. The parties acknowledge and agree that, in offering any such services, neither LPL nor Advisor Representative is providing the Services under this Agreement. If any such separate services are offered to Client, Client will make an independent assessment of such services without reliance on the advice or judgment of LPL or Advisor Representative. The parties acknowledge that the Advisor Representative may be affiliated with the third party administrator ("TPA") that is also servicing the Plan. Client acknowledges that if the decision was made to utilize a TPA affiliated with the Advisor Representative, it was made after a fiduciary independent of the Advisor Representative performed an analysis that concluded that 1) utilizing the named TPA is in the best interest of the Plan, the plan participants and their beneficiaries; 2) the fees paid for the services rendered by the TPA are reasonable; and 3) the TPA's relationship with the Advisor Representative was fully understood and accepted during the selection process of each as Service Providers to the Plan. 8. PROXIES The parties understand and agree it shall be the duty of Client or other Plan officers to vote any proxies that are solicited for securities owned by the Plan. LPL and Advisor Representative are hereby expressly precluded from voting proxies for securities owned by the Plan and will not be required to take any action or render any advice with respect to the voting of proxies. 9. NON-EXCLUSIVE SERVICES; RELATIONSHIP OF PARTIES Client understands that LPL, Advisor Representative, and their affiliates may perform, among other things, brokerage, investment advisory, or consulting services for other clients. Client recognizes that LPL, Advisor Representative, or any of their affiliates may give advice and take action in the performance of their duties for such other clients (including those who may have similar retirement plan arrangements as Client) that may differ from the Services provided, or in the timing and nature of action taken, with respect to Client. Nothing in this Agreement shall be deemed to impose on LPL, Advisor Representative, or any of their affiliates any obligation to provide the Services in the same manner as they may provide services to any of their other clients. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 4 T■ �� ■ ■■ ■ .L ■� RPCP CONSULTING AGREEMENT 10. GENERAL PROVISIONS a. Entire Agreement. This Agreement, including Schedule A to this Agreement, constitutes the entire understanding between the parties with respect to the matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements, promises or agreements other than those set forth herein have been made by any party to the other. From time to time, LPL may update this Agreement and will provide Client notice of such amendment. To access the most current version of this Agreement, please reference www.lpl.com. b. Amendments. This Agreement may be amended (i) by LPL upon thirty days' notice to Client, or (ii) in a written amendment signed by all parties. c. Governing Law. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Massachusetts, except to the extent federal law preempts state law. d. Nonassignability; Binding Effect. This Agreement may not be assigned or transferred in any manner by any party without the written consent of all parties receiving or rendering services hereunder; provided that LPL or Advisor Representative may assign this Agreement upon consent of Client in accordance with the Advisers Act. In addition, LPL may add or replace the Advisor Representative to service the Account under certain circumstances without Client consent, including but not limited to, in the event of death, retirement, termination or disbarment of an Advisor Representative; provided, however, that LPL will provide notice to Client of such assignment of Advisor Representative and Client may terminate this Agreement immediately upon written notice to LPL. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. e. Advice of Counsel. Each party represents and warrants that in executing this Agreement it has had the opportunity to obtain independent accounting, financial, investment, legal, tax, and other appropriate advice and that it has carefully read and fully understands the terms and consequences of this Agreement. Each party represents and warrants that its execution of this Agreement is free and voluntary. f. Interpretation. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties hereto and shall not be interpreted against either party on the basis that it was prepared by one party or the other. The captions, headings, and subheadings used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions thereof. Words used herein in the singular shall include the plural, and words used in the plural shall include the singular, wherever the context so reasonably requires. 11. ARBITRATION Client agrees to direct any complaints regarding the Services to Advisor Representative and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows: • All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. ■��■.� LPL FINANCIAL LLC Page 5 RPCP CONSULTING AGREEMENT You agree that any controversy between you and LPL and/or Advisor Representative arising out of or relating to this Agreement, transactions with or for you, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect, of the Financial Industry Regulatory Authority. Any arbitration award hereunder shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. You understand that you cannot be required to arbitrate any dispute or controversy nonarbitrable under federal law. 12. NOTICES AND COMMUNICATIONS To the extent permitted by applicable law, notices and communications may be sent to Client through mail, overnight express delivery, or electronically, at LPL's or the Advisor Representative's discretion. Notices and communications will be sent to the postal or electronic address, which includes a telephone number ("E -Address"), shown on the Schedule A to this Agreement or at such other postal or E -Address as Client may hereafter provide to LPL in accordance with procedures LPL may establish from time to time. The E -Address may be an e-mail address, other Internet address, fax number, telephone number or other electronic access address. To the extent permitted by applicable law, notices and communications will be deemed delivered when sent, unless LPL has notice of non-delivery. Notices and communications posted to an online location by LPL will be deemed to be delivered to, and received by, Client at the time that LPL sends notice to Client in accordance with this Agreement that the notice or communication is posted online and available for review. LPL may, at its option, send notices and communications to Client electronically either: • to Client's E -Address, or • by posting the information online and sending Client a notice to Client's postal address or E -Address telling Client that the information has been posted and providing instructions on how to view it. Communications may include text (SMS) messages, which may be informational, transactional or commercial (marketing) in nature and which may be sent using an automatic telephone dialing system, from or on behalf of LPL or the Advisor Representative. By completing the Account Application and providing a telephone number to LPL and/or the Advisor Representative, Client provides consent for LPL and/or Advisor to send communications by text (SMS) message. Client may be charged by its wireless service provider in connection with receipt of such messages. Client may stop the receipt of text (SMS) messages by contacting their Advisor Representative. Client agrees that Client will notify LPL and Advisor Representative promptly in the event of a change to Client's postal address or E -Address. All notices and communications to LPL or Advisor Representative must be provided in writing at LPL's or Advisor Representative's postal address, as applicable, and as such address may be updated by notice to the other parties from time to time. Any notice Client sends LPL or Advisor Representative will not be effective until actually received. Client assumes the risk of loss in the mail or otherwise in transit. 13. RECEIPT OF DISCLOSURE DOCUMENTS Client hereby acknowledges delivery and receipt of LPL's Retirement Plan Consulting Program Disclosure Brochure and the Brochure Supplement of the Advisor Representative. This Agreement, the Schedule A and the RPCP Program Form Brochure constitute disclosure required to be provided to an ERISA Plan under Rule 408(b)(2) under ERISA. The person(s) signing on Schedule A on behalf of Client represents and warrants: (i) he or she has the authority to act on behalf of Client and Plan; (ii) he or she has the power and authority to enter into a relationship with LPL and Advisor Representative, as well as the power to authorize LPL and Advisor Representative to provide the Services to the Plan; (iii) he or she will inform LPL and Advisor Representative, in writing, of any amendments to the Plan or any other event which could alter the representations and warranties stated herein; and (iv) that all of the information stated in the attached Schedule A is true, correct, and complete in all respects. By signing the Schedule A, each of LPL, Advisor Representative and Client agrees to the terms and conditions of this Agreement. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 6 gr � J RPCP CONSULTING AGREEMENT 14. INDEPENDENT "DOING BUSINESS AS" FIRM; OUTSIDE BUSINESS ACTIVITIES If indicated under "Representative Information" in Schedule A, it is important to note that Advisor Representative may do business using a name other than LPL — also referred to as a "DBA" — through which he or she may market a range of different services, including those described in this Agreement which occur exclusively through LPL. Certain DBAs may also offer services unrelated to those provided through LPL that are referred to as "outside business activities." As a result, you will see LPL referenced in this Agreement and other materials you receive in connection with services your Advisor Representative provides through LPL, whereas only the DBA name will appear on materials relating to outside business activities it separately provides on its own. It is important to note that all outside business activities conducted by a DBA occur outside the scope of your relationship with LPL and that LPL does not monitor or assume any responsibility for those activities. LFL FINANCIAL LLC Page 7 �TI ■ '•'F �:: • RETIREMENT PLAN PROGRAMS BROCHURE LPL Financial LLC 75 State Street, 22nd Floor, Boston, MA 02109 www.lpl.com (617) 423-3644 January 24, 2020 This brochure provides information about the qualifications and business practices of LPL Financial. If you have any questions about the contents of this brochure, please contact your LPL Financial representative or LPL Financial at 1plfinancial.adv@lpl.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. Additional information about LPL Financial also is available on the SEC's website at www.adviserinfo.sec.gov. ITEM 1 COVER PAGE ITEM 2 MATERIAL CHANGES The following is a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 23, 2018. Item 9 was updated with more detailed disclosure on the compensation of financial institutions and advisors providing services at financial institutions and related conflicts. Item 9 was also updated to provide information regarding disciplinary events, involving (i) consent orders with certain members of the North American Securities Administrators Association related to the sale of unregistered, non-exempt securities, (ii) FINRA sanctions in connection with the effectiveness of LPL's anti -money laundering program, LPL's failure to amend certain Forms U4 and U5, and LPL's systems and supervisory procedures relating to Forms U4 and U5 reporting requirements, (iii) a consent agreement with the Indiana Secretary of State, Securities Division, in connection with LPL's brokerage supervisory procedures relating to email review and annual branch office examinations, (iv) an SEC order in connection with inadequate disclosure to clients of LPL's and its associated persons' conflicts of interest related to its receipt of 12b-1 fees and/or its selection of mutual fund share classes that pay such fees, (v) a consent order with the Commonwealth of Massachusetts ("MA"), Securities Division, in connection with LPL's failure to timely register (or maintain the registration of) certain agents in MA and failure to amend Forms U4 and U5 for certain agents registered in MA, and (vi) FINRA sanctions in connection with LPL's failure to establish, maintain, and enforce supervisory systems and procedures to take into account changes in the authority of custodians of accounts established under the Uniform Gifts to Minors Act and/or the Uniform Transfers to Minors Act. ITEM 3 TABLE OF CONTENTS ITEM1 COVER PAGE.......................................................................................................................................................................................................................8 ITEM2 MATERIAL CHANGES..........................................................................................................................................................................................................8 ■ J ITEM3 TABLE OF CONTENTS.........................................................................................................................................................................................................8 ITEM4 ADVISORY BUSINESS....................................................................................................................................... . - -- - .- -- ... - - ..............9 ITEM5 FEES AND COMPENSATION.............................................................................................................................................................................................11 ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT.................................................................................................................................12 ITEM7 TYPES OF CLIENTS............................................................................................................................................................................................................12 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS.....................................................................................................................12 ITEM9 DISCIPLINARY INFORMATION..........................................................................................................................................................................................14 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS.....................................................................................................................................16 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING...............................................................17 ITEM12 BROKERAGE PRACTICES.................................................................................................................................................................................................18 ITEM13 REVIEW OF ACCOUNTS..................................................................................................................................................................................................18 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION.......................................................................................................................................................18 ITEM15 CUSTODY.........................................................................................................................................................................................................................21 ITEM 16 INVESTMENT DISCRETION..............................................................................................................................................................................................21 ITEM 17 VOTING CLIENT SECURITIES...........................................................................................................................................................................................22 ITEM18 FINANCIAL INFORMATION.............................................................................................................................................................................................22 AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 8 ■ J RETIREMENT PLAN PROGRAMS BROCHURE ITEM 4 ADVISORY BUSINESS Introduction LPL Financial LLC ("LPL") is an investment advisor registered with the SEC pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). LPL has provided advisory services as a registered investment advisor since 1975. Note that registration as an investment advisor with the SEC does not imply a certain level of skill or training. As of December 31, 2018, LPL managed approximately $158,505,109,000 of client assets on a discretionary basis and approximately $594,300,000 of client assets on a non -discretionary basis. LPL is owned 100% by LPL Holdings, Inc., which is owned 100% by LPL Financial Holdings Inc., a publicly held company. Types of Advisory Services LPL offers various types of advisory services and programs, including wrap programs, mutual fund asset allocation programs, advisory programs offered by third party investment advisor firms, financial planning services, retirement plan investment and consulting services, investment research, an advisor -enhanced digital advice program, and other customized advisory services. This Brochure sets out information about the retirement plan advisory and consulting services that LPL and its IARs provide through the Retirement Plan Consulting Program ("RPCP") and the Small Market Solution Program ("SMS") (each, a "Program" and, together, the "Programs"). LPL's advisory services are made available to clients primarily through individuals associated with LPL as investment advisor representatives ("IARs"). For more information about the IAR providing advisory services, client should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or LPL at Iplfinancial.adv@lpl.com. IARs are required by applicable rules and policies to obtain licenses and complete certain training in order to recommend certain investment products and services. You should be aware that your IAR, depending on the licenses or training obtained, may or may not be able to recommend certain investments, models or services. Please ask your IAR about the investments, models and services he or she is licensed or qualified to sell. SMS also permits clients to select a third party investment advisor firm ("Advisor") associated with an LPL registered representative, in lieu of an IAR, to provide the advisory and consulting services described in this Brochure. For more information about the third party investment advisor firm providing advisory services, please contact Advisor for a copy of a similar brochure. LPL provides information in separate disclosure brochures for its other advisory services and advisory programs, including the Strategic Asset Management, Strategic Asset Management II, Manager Select, Manager Access Select, Personal Wealth Portfolios, Optimum Market Portfolios and Model Wealth Portfolios programs. If clients would like more information on such services and programs, clients should contact the IAR or Advisor for a copy of the disclosure brochure that describes such service or program or go to www.adviserinfo.sec.gov. From time to time LPL and/or IAR may make the Plan or Plan participants aware of and may offer services available from LPL and/or IAR that are separate and apart from the services provided under the Programs. Such other services may be services to the Plan, to a client with respect to client's responsibilities to the Plan and/or to one or more Plan participants. In offering any such services, neither LPL nor IAR is providing the services under the Programs. If any such separate services are offered to a client, the client will make an independent assessment of such services without reliance on the advice or judgment of LPL or the IAR. If a retirement plan (a "Plan") makes available publicly traded employer stock ("company stock") as an investment option under the Plan, neither LPL nor IARs provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. Also, neither LPL nor IARs provide advice regarding the offering to participants of individual self-directed brokerage accounts, mutual fund windows, or other similar arrangements and are not responsible for the decision to offer such arrangements. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, LPL and IARs do not provide any individualized advice or recommendations to the participants regarding these decisions. Any investment advice provided under the Programs is provided to the Plan Sponsor. LPL and IARs do not provide individualized investment advice to Plan participants regarding their Plan assets under the Programs. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 9 ■ Lo■ ■■� - ■ ■ RETIREMENT PLAN PROGRAMS BROCHURE Retirement Plan Consulting Program Under the RPCP program, IARs assist clients that are trustees or other fiduciaries to Plans by providing fee-based consulting and/or advisory services. Such Plans may or may not be subject to Employee Retirement Income Security Act of 1974 ("ERISA"). IARs perform one or more of the following services summarized below, as selected by the client in the client agreement. Investment Advisory Services • Assist the Plan in the preparation or review of an IPS for the Plan. • Recommend specific investments to be held by the Plan or, in the case of a participant -directed defined contribution plan to be made, available as investment options under the Plan. • Perform ongoing monitoring of investments options available in the Plan. • Assistance in identifying an investment product or model portfolio in connection with the definition of a "Qualified Default Investment Alternative" ("QDIA") under ERISA. • Recommend asset allocation target -date or risk-based model portfolios for the Plan to make available to Plan participants and funds from the line-up of investment options chosen by the client to include in such model portfolios. • Prepare reports reviewing the performance of Plan investments options. Plan Consulting Services • Assist the Plan by acting as a liaison between the Plan and service providers, product sponsors and/or vendors. • Provide education, training, and/or guidance for the members of the Plan Committee with regard to plan features, retirement readiness matters, or service on the Committee. • Assist the client in enrolling Plan participants in the Plan, including providing participants with information about the Plan. • Assist with participant education, which may include preparation of education materials and/or conducting investment education seminars and meetings for Plan participants. • Assist with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support. • Provide the client with comparisons of Plan data (e.g., regarding fees and services and participant enrollment and contributions). • Assist client in identifying the fees and other costs borne by the Plan. LPL provides advisory services under RPCP as an investment advisor under the Advisers Act, and is a fiduciary under the Advisers Act with respect to such services. If client elects to engage LPL and IAR to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA in the RPCP agreement, such services will constitute "investment advice" under Section 3(21)(A)(ii) of ERISA. Therefore, LPL and IAR will be deemed a "fiduciary" as such term is defined under Section 3(21)(A)(ii) of ERfSA in connection with those services. Clients should understand that to the extent LPL and IAR are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not "investment advice" under ERISA and therefore, LPL and IAR will not be a "fiduciary" under ERISA with respect to those other services. Small Market Solution Under SMS, LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus ("Investment Menus") consisting of a mix of different asset classes and investment vehicles ("investment options") for clients that sponsor and maintain participant -directed defined contribution plans ("Plan Sponsors"). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus ("Fiduciary Selection Services"). The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. If the Plan is subject to ERISA, LPL will be a "fiduciary" and serve as "investment manager" (as that term is defined in section 3(38) of ERISA) in connection with the Fiduciary Selection Services. None of the services offered under SMS other than the AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 10 i = Tom■ - ,-LL1• LV !� RETIREMENT PLAN PROGRAMS BROCHURE Fiduciary Selection Services will constitute "investment advice" under 3(21)(A)(ii) of ERISA, or otherwise cause LPL or IAR or Advisor, as applicable, to be deemed a fiduciary. In addition to the Fiduciary Selection Services, Plan Sponsor may also select from a number of non -fiduciary consulting services available under SMS that are provided by the IAR or Advisor, as applicable. These consulting services may include, but are not limited to: general education, and support regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third -party vendors; Plan participant enrollment support; and participant -level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets, and LPL and the IAR or Advisor, as applicable, do not act as fiduciaries under ERISA in providing such consulting services. ITEM 5 FEES AND COMPENSATION Under RPCP, clients pay LPL a fee (the "RPCP Fee") for advisory and/or consulting services. LPL shares up to 100% of the RPCP Fee (typically 95%) with the IAR based on the agreement between LPL and the IAR. A portion of the fee to the IAR may be paid by the IAR to his or her LPL branch manager or another LPL representative for supervision or administrative support. The RPCP Fee may be based on a percentage of the assets held in the Plan (up to 1.25% annually), on an hourly basis (up to $400 per hour), or on a flat rate basis, as negotiated between the Plan and the IAR. The RPCP Fee will be payable to LPL in advance or in arrears on the frequency (e.g., quarterly, monthly, etc.) agreed upon among the client, the IAR, and LPL. If asset based fees are negotiated, the RPCP Fee payment generally will be based on the value of the Plan assets as of the close of business on the last business day of the period as valued by the custodian of the assets. However, if the RPCP Fee is paid by the Plan or the client through a third party service provider, such fee will be calculated as determined by the provider. If the RPCP Fee is paid prior to the services being provided, the Plan will be entitled to a prorated refund of any prepaid fees for services not received upon termination of the client agreement among the client, LPL and the IAR. Under SMS, clients pay LPL a fee (the "SMS Fee") for the advisory services of LPL Research and the services provided by the IAR or Advisor, as applicable, up to an annual maximum of 0.85%. The SMS Fee paid by the client is inclusive of an LPL program fee for the investment advisory services provided by LPL Research, and an advisor fee for the services provided by the IAR or Advisor, as applicable. The LPL program fee is 0.10%, based on an annualized percentage of assets held in the Plan, subject to a minimum program fee of $250. LPL may offer program fee discounts based upon the amount of assets held in the Plan or other criteria. The advisor fee is negotiable at the discretion of each IAR or Advisor, as applicable, up to a maximum of 0.75%. LPL shares up to 100% of the advisor fee (typically 95%) with the IAR or Advisor, as applicable, based on the agreement between LPL and the IAR or Advisor. The SMS Fee will be payable to LPL in arrears on the frequency agreed upon between Client and IAR or Advisor, as applicable. The Plan or Plan Sponsor incurs fees and charges imposed by third parties other than LPL and IAR or Advisor, as applicable, in connection with RPCP and SMS services. These third party fees can include fund or annuity subaccount management fees, 12b-1 fees and administrative servicing fees, plan recordkeeping and other service provider fees. Further information regarding charges and fees assessed by a fund or annuity are available in the appropriate prospectus. If a client engages LPL and IAR or Advisor, as applicable, to provide ongoing investment recommendations to the Plan or Plan Sponsor regarding the investment options (e.g., mutual funds, collective investment funds) to be made available to Plan participants, clients should understand that there generally will be two layers of fees with respect to such assets. The Plan will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. The client also will pay LPL and IAR or Advisor, as applicable, the RPCP Fee or SMS Fee, as applicable, for the investment recommendation services. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and IAR or Advisor, as applicable, and by making their own decisions regarding the investment. If a Plan or Plan Sponsor makes available a variable annuity as an investment option, there are mortality, expense and administrative charges, fees for additional riders on the contract and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If a Plan or Plan Sponsor makes available a pooled guaranteed investment contract (GIC) fund, there are investment management and administrative fees associated with the pooled GIC fund. AP — RPCP — 0120 LPL FINANCIAL LLC Page 1 1 1 11 . f6 RETIREMENT PLAN PROGRAMS BROCHURE As part of the RPCP services, the IAR may recommend a mutual fund that pays asset based sales charges or service fees (e.g., 12b-1 fees) to LPL and the IAR as broker-dealer to the Plan. The receipt of 12b-1 fees presents a conflict of interest because it gives LPL and its IARs an incentive to recommend mutual funds based on the compensation received rather than on a client's needs. LPL addresses this conflict by using 12b-1 fees paid by product sponsors to LPL and IAR as broker-dealer to the Plan to offset the RPCP Fee. Clients should understand that the RPCP Fee or SMS Fee, as applicable, that client negotiates with IAR or Advisor, as applicable, may be higher than the fees charged by other investment advisors or consultants for similar services. This is the case, in particular, if the fee is at or near the maximum fees set out above. The IAR or Advisor, as applicable, is responsible for determining the fee to charge each client based on factors such as total amount of assets involved in the relationship, the complexity of the services, and the number and range of supplementary advisory and client -related services to be provided. Clients should consider the level and complexity of the consulting and/or advisory services to be provided when negotiating the fee with IAR or Advisor, as applicable. Clients pay the RPCP Fee or SMS Fee, as applicable, by check made payable to LPL Financial LLC. In the alternative, clients also may instruct a Plan's service provider or custodian to calculate and debit the fee from the Plan's account at the custodian and pay such fee to LPL. ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT This Item is not applicable. LPL and its IARs do not accept performance-based fees for RPCP or SMS. ITEM 7 TYPES OF CLIENTS RPCP is available to clients that are trustees or other fiduciaries to Plans, including 401(k), 457(b), 403(b) and 401(a) plans. Plans include participant directed defined contribution plans and defined benefit plans. Plans may or may not be subject to ERISA. LPL does not require a minimum asset amount for retirement plan consulting services. SMS is available to clients that sponsor and maintain participant -directed defined contribution plans that are subject to ERISA. LPL does not require a minimum asset amount for SMS investment advisory or consulting services. The investment advisory services provided by LPL and its IARs or Advisor, as applicable, are services that are provided only to the Plan Sponsor or the Plan, and not to any particular Plan participant. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS LPL or IARs, as applicable under either RPCP or SMS, may conduct analysis of securities using a technical/quantitative and/or fundamental/qualitative approach. The sources of information that LPL (or an IAR, in the case of RPCP) may use to provide advice to Plans or Plan Sponsors include the following: research conducted by LPL (or the IAR in the case of RPCP), research materials prepared by LPL or third parties, statistical and/or analytical industry databases, financial newspapers and magazines, and vendor or company press releases. When providing investment advisory services in RPCP, IARs may recommend asset allocation strategies. LPL makes available to IARs providing investment and asset allocation recommendations in RPCP an investment analysis scorecard (the "Scorecard"). The scorecard system is intended to identify suitable investments using a consistent process and monitor the investments on a periodic basis. The system takes into account historical data and uses a 12 point scoring system based on quantitative factors (e.g., style drift, performance, risk and risk-adjusted returns) and qualitative factors (e.g., operating expenses, manager tenure). It is important to note that although LPL makes available research materials and a scoring system to IARs in connection with services provided under RPCP, an IAR may take into consideration these materials to a limited extent or not at all. Clients are encouraged to speak to their IAR directly to discuss the IAR's particular approach and strategy for providing consulting services to the Plan. It is important to note that no methodology or investment strategy is guaranteed to be successful or profitable. Under SMS, LPL Research is responsible for the selection of investment options to be made available to participants in a Plan. The applicable Plan Sponsor adopts an Investment Policy Statement that it believes is consistent with the investment needs of AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC ■ RETIREMENT PLAN PROGRAMS BROCHURE the participants in its Plan, and LPL Research selects investment options consistent with such Investment Policy Statement. As part of its evaluation of investment options for a Plan, LPL Research utilizes the Scorecard described above for investment options with at least five years of operating history (or three years for target date funds). A particular investment option generally must score at least seven of the possible 12 points, unless it is a passively managed index -based strategy. In addition, an investment option should (i) be competitive with the median return for an appropriate, style -specific benchmark and peer group; (ii) have specific risk and risk-adjusted return measures within a reasonable range relative to appropriate, style -specific benchmark and peer group; (iii) demonstrate adherence to the stated investment objective, without excess style drift over trailing performance periods, for funds in a similar investment category; and (iv) charge competitive fees compared with similar investments. The investment manager of an investment option also should be able to provide portfolio holdings, performance, and other relevant information in a timely fashion, with specified frequency. LPL Research will regularly monitor a Plan's investment options and investment categories for compliance with its investment objectives and to assess whether a particular investment option continues to be appropriate for the Plan. While frequent change is neither expected nor desirable, the process of monitoring investment performance relative to specified guidelines is an ongoing process. Recognizing that short-term fluctuations may cause variations in performance, when monitoring investments under a Plan, LPL Research will evaluate investment performance from a long-term perspective. Monitoring utilizes the same criteria that were the basis of the investment selection decision. Under RPCP, fiduciaries of a Plan may choose to select a number of different types of securities and insurance products to make available to Plan participants, including mutual funds, group annuity contracts, collective investment funds, GICs, ETFs, stable value funds, annuity subaccounts or other securities. Under SMS, the Investment Menus include mutual funds and stable value funds. Each different type of security or product carries with it risks that are inherent in that specific type of security. Mutual funds, collective investment funds, ETFs and annuity subaccounts may also invest in varying types of securities which carry these risks. Investing in securities involves the risk of loss that clients should be prepared to bear. Described below are some particular risks and features associated with investing in general and with some types of investments that may be purchased by a Plan. • Market Risk. This is the risk that the value of securities owned by an investor may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. • Interest Rate Risk. This is the risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. • Credit Risk. This is the risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. • Group Annuities. If client purchases a group annuity contract for the Plan, client should read and understand the group annuity contract and all other offering material prepared by the issuing insurance company prior to making an investment decision. In considering whether to purchase a particular group annuity for the Plan, client should be aware that: • A group annuity is a contract between the plan sponsor or the plan trustee and the issuing insurance company that cover the participants in the plan. • A group variable annuity consists of separate accounts that typically invest in underlying investment portfolios the value of which fluctuates with the market value of the securities in the portfolio. • Although a group annuity is issued by an insurance company, the annuity's investment returns are not "insured" or guaranteed and risk of loss of principal does exist; however, the product may offer participants an option to purchase an annuity with a guaranteed component instead of a cash payout. Any such guarantee for an individual annuity is subject to the claims -paying ability of the insurance company. • A group annuity held in a tax -qualified retirement plan does not provide any additional tax deferred treatment of earnings for the plan or participants beyond the treatment provided by the plan itself. • A group annuity contract generally is not a registered security and separate account is generally not a registered separate account. Therefore, the contract and separate account are not subject to registration or regulation by the SEC under the Securities Act of 1933, the Securities Exchange Act of 1934 or the Investment Company Act of 1940. 0 LFL FINANCIAL LLC Page 13 M� .t RETIREMENT PLAN PROGRAMS BROCHURE • Unlike mutual funds and registered variable annuities, which are SEC -registered products, a group annuity generally is not required to prepare or deliver a prospectus. • A group annuity contract typically includes various fees and expenses, including administrative fees for certain services of the insurance company, such as recordkeeping, customer services and enrollment. These fees and expenses are in addition to the fees and expenses of the underlying investment options, which a participant will indirectly bear by investing in those investment options through the group annuity. • Investment Company Risk. Investments in investment companies are subject to the risks of the investment companies' investments, as well as to the investment companies' expenses. • Stable Value Funds. If you are considering a stable value product to make available as an investment option for a Plan, you should review the contract for the product and understand and consider the following: • A stable value fund is a fixed income investment fund with a "wrap" contract issued by a bank or insurance company. These wrap contracts seek to allow participants to transact at their book value (which generally speaking is their invested balance plus any accrued interest). • The objective of stable value funds, in general, is to preserve capital while providing a relatively stable rate of return that seeks to exceed returns provided by money market funds. Although designed as a low-risk investment, participants can lose money by investing in a stable value fund. • Stable value funds can be viewed as an alternative to money market funds; however, there are important differences, and stable value products can be complicated. Unlike money market funds, stable value funds are typically not registered with the SEC. In addition, they are not guaranteed by the U.S. government, LPL or the Plan. The structure of, or investments within, stable value may vary, and it is important to consider these differences in selecting a stable value fund. • Although a contract may provide for book value (even if fair market value is less) for participant -initiated events, the contract typically will not provide for book value for certain employer -initiated events (e.g., plan terminations, layoffs, sale of a division, employer bankruptcies, or change in recordkeepers). In the case of employer -initiated events, the contract typically will provide for a fair market value adjustment, which will not allow the Plan or participants to immediately receive book value if fair market value is less. It is important that plan sponsors understand these terms of the contract, in particular, as it will be a consideration in a future decision as to whether to terminate the stable value product provider. • As the stable value product wrap provider guarantees the receipt of book value to participants, it is important to consider the financial stability of the provider. It also is important to understand the underlying assets of the stable value product, as the type and quality of the assets will bear on the risk vs. reward characteristics that result in a variance between book value and fair market value. • There are fees and costs associated with stable value products. ITEM 9 DISCIPLINARY INFORMATION Item 9 requires the disclosure of material legal or disciplinary events relating to LPL's advisory and brokerage business. However, none of the disclosure items below relate to the services that LPL and its IARs provide in connection with retirement plan advisory and consulting programs. As part of a voluntary self -reporting initiative, LPL recently entered into a settlement with the SEC in which the SEC found that LPL willfully violated Section 206(2) and 207 of the Investment Advisers Act of 1940 (the "Advisers Act") in connection with inadequate disclosure to clients of its and its associated persons' conflicts of interest related to its receipt of 12b-1 fees and/or its selection of mutual fund share classes that pay such fees. The SEC ordered LPL to cease and desist from committing or causing any violations of Sections 206(2) and 207 of the Advisers Act, censured it for its conduct, and ordered the payment of disgorgement and prejudgment interest to affected investors totaling $9,333,516. LPL, as a broker-dealer, is a member of FINRA and has found to be in violation of FINRA's rules related to its brokerage activities. In particular, LPL consented to sanctions related to the following matters: AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 14 I -LM■ -C.16. ■ ■ ■ ■ ■' % . L�� RETIREMENT PLAN PROGRAMS BROCHURE • LPL's supervisory systems and procedures relating to changes in the authority of custodians of accounts established under the Uniform Gifts to Minors Act and/or the Uniform Transfers to Minors Act, resulting in a censure, a fine of $300,000, and an undertaking to review and enhance its policies, systems, and procedures related to supervision of such accounts (2019). • The effectiveness of LPL's anti -money laundering program, LPL's failure to amend certain Forms U4 and U5, and LPL's systems and supervisory procedures relating to Forms U4 and U5 reporting requirements, resulting in a censure and a fine of $2,750,000 and an undertaking to review the process used to disclose customer complaints on Forms U4 and U5 (2018). • LPL's brokerage supervisory and disclosure procedures related to the sale of certain brokered certificates of deposit in brokerage accounts, resulting in a censure and a fine of $375,000 (2018). • LPL's systems and supervisory procedures relating to the creation and distribution of certain required account notices, resulting in a censure, a fine of $900,000, and an undertaking to review affected processes (2016). • LPL's systems and supervisory procedures relating to the format in which certain electronic records were retained, resulting in a censure and a fine of $750,000 (2016). • LPL's various brokerage supervisory procedures, including those related to the sale of complex non-traditional ETFs, variable annuity ("VA") contracts, real estate investment trusts ("REITs") and other products in brokerage accounts, as well as LPL's failure to monitor and report trades and deliver trade confirmations, resulting in a censure and a fine of $10,000,000, and restitution of $1,664,592 (2015). • LPL's processing and supervision of the sale of alternative investments, including non -traded REITs, resulting in a censure and a fine of $950,000 (2014). • LPL's systems and procedures related to the review and retention of email, resulting in a censure, a fine of $7.5 million, and establishment of a fund of $1.5 million to cover payments to eligible former brokerage customer claimants who may not have received all emails in connection with their claim (2013). • LPL's supervisory systems to monitor and ensure the timely delivery of mutual fund prospectuses, resulting in a censure and a fine of $400,000 (2012). • LPL's procedures regarding its review of e-mail communications, resulting in a censure and a fine of $100,000 (2011). • LPL's procedures on transmittals of cash and securities from customer accounts to third party accounts, resulting in a censure and a fine of $100,000 (2011). • LPL's procedures on supervision of VA exchanges, resulting in a censure and a fine of $175,000 (2010). LPL, as a broker-dealer, is regulated by each of the 50 states and has been the subject of orders related to the violation of state laws and regulations in connection with its brokerage activities. In particular, LPL entered into consent orders related to the following matters: • LPL's failure to timely register (or maintain the registration of) certain agents in Massachusetts ("MA") and failure to amend Forms U4 and U5 for certain agents registered in MA, resulting in a censure, a fine of $1,100,000, and an undertaking to review and enhance its policies and procedures related to registering its agents in MA and filing reportable events (MA, 2019). • LPL's brokerage supervisory procedures relating to email review and annual branch office examinations, resulting in a civil penalty of $450,000 and an undertaking for third -party review of related processes (Indiana, 2018). • The sale of unregistered, non-exempt securities in violation of state registration requirements, resulting (upon entry of the individual consent order) in payment to each participating state or jurisdiction of a civil penalty of $499,000, reimbursement of certain investigative expenses, remediation through repurchase of certain securities and payment of losses to certain affected customers, and certain additional undertakings (Settlement with up to 53 members of the North American Securities Administrators Association (NASAA), 2018). • The sale of non -traded alternative investments in excess of prospectus standards or LPL's internal guidelines and the maintenance of related books and records, resulting in a censure, a fine of $950,000, a $25,000 contribution to an investor education fund and remediation of losses to impacted customers (New Jersey, 2017). • LPL's supervisory practices for LPL representatives located on the premises of a credit union, resulting in a censure, a fine of $1,000,000, and an undertaking to avoid investor confusion specific to the name under which the credit union does business and review LPL's related policies and procedures (MA, 2017). LPL FINANCIAL LLC Page 15 RETIREMENT PLAN PROGRAMS BROCHURE • LPL's oversight of certain VA transactions, resulting in a censure, a fine of $975,000, restitution to clients and former clients of an LPL representative, disgorgement of commissions retained by LPL in connection with such representative's VA sales, and an undertaking to review such representative's brokerage and advisory activities and LPL's related policies and procedures (MA, 2017). • The sale in brokerage accounts of non -traded REITs in excess of prospectus standards, state concentration limits or LPL's internal guidelines, resulting in an aggregate civil penalty of $1,425,000, reimbursement of certain investigative expenses and remediation of losses to impacted customers (Global settlement with certain members of NASAA, 2015). • The sale of non -traded REITs in excess of prospectus standards, state concentration limits or LPL's internal guidelines, resulting in an administrative fine of $250,000, reimbursement of investigative costs of $250,000, a $250,000 contribution to an investor education fund and remediation of losses to impacted customers (New Hampshire, 2015). • The sale of leveraged and inverse leveraged ETFs ("Leveraged ETFs"), resulting in an administrative fine of $50,000 (Delaware), a penalty of $200,000 (MA), restitution to Delaware customers in an amount up to $150,000, restitution to MA customers in an amount up to $1,600,000, and an agreement to make certain changes in its supervisory system with respect to Leveraged ETFs (2015). • Failure to implement procedures related to the use of senior -specific titles by LPL representatives as required under MA law, resulting in a censure and a fine of $250,000 (2015). • Failure to detect improper and fraudulent conduct by an LPL representative, resulting in a censure, a fine of $500,000, and restitution to impacted customers; and failure to adequately enforce supervisory procedures and maintain certain books and records required under Illinois law in connection with certain VA exchange transactions, resulting in a censure, a fine of $2,000,000, and restitution to impacted customers (2014). • The sale of non -traded REITs to MA residents in excess of MA concentration limits, resulting in a censure, a fine of $500,000, and restitution to impacted customers (2013). For more information about those state events and other disciplinary and legal events involving LPL and its IARs, client should refer to Investment Advisor Public Disclosure at www.adviserinfo.sec.gov or FINRA BrokerCheck at www.finra.ora. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, real estate investment trusts and other investment products. LPL is registered to operate in all 50 states and has primarily an independent -contractor sales force of registered representatives and IARs dispersed throughout the United States. LPL has a dedicated team of employee IARs who service certain accounts in the absence of an IAR, and employees of LPL Employee Services, LLC, an LPL -affiliated company, are located on the premises of certain financial institutions. IARs typically are also licensed registered representatives of LPL and may provide brokerage services on behalf of LPL. If required for their positions with a registered broker-dealer, LPL's principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to a Program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services under a Program. LPL and The Private Trust Company, N.A. ("PTC"), a federally chartered non -depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as IRA custodian for client accounts set up as IRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary services, which services may relate to an advisory account. PTC's IRA custodian and trustee services and related fees are established under a separate engagement between the client and PTC. AP — RPCP — 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 16 . . - a166 - I ■, M.M L � RETIREMENT PLAN PROGRAMS BROCHURE Fortigent, LLC ("Fortigent"), is a registered investment advisor and related person of LPL. From time to time, LPL registered representatives may enter into agreements with Fortigent for research and reporting services. LPL IARs are permitted to engage in certain LPL -approved business activities other than the provision of brokerage and advisory services through LPL, and in certain cases, an IAR could receive greater compensation through the outside business than through LPL. An IAR could also be an accountant, real estate agent, tax preparer, lawyer or refer customers to other service providers and receive referral fees, for example. As other examples, an IAR could provide advisory or financial planning services through an independent unaffiliated investment advisory firm, sell insurance through a separate business, or provide third -party administration to retirement plans through a separate firm. If an IAR provides investment services to a retirement plan as a representative of LPL and also provides administration services to the plan through a separate firm, this typically means the IAR is compensated from the plan for the two services. If you engage with an IAR for services separate from LPL, you may wish to discuss with him or her any questions you have about the compensation he or she receives from the engagement. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front -running. In addition, employees in LPL's Research Department are required to obtain pre -clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre -approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request and is available on LPL's website www.lpl.com. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to Advisor's Form ADV brochure for more information about the Advisor's code of ethics and personal trading policies. Participation or Interest in Client Transactions LPL's parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL does not permit its IARs to recommend or solicit orders of LPL Financial Holdings Inc. stock. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to Advisor's Form ADV brochure for more information about conflicts of interest. IAR may be affiliated with the third party administrator ("TPA") that is also servicing a Plan. Prior to utilizing a TPA affiliated with IAR, clients must obtain an analysis from a fiduciary independent of the IAR concluding that 1) utilizing the named TPA is in the best interest of the Plan, the plan participants and their beneficiaries; 2) the fees paid for the services rendered by the TPA are reasonable; and 3) the TPA's relationship with the IAR was fully understood and accepted during the selection process of each as service providers to the Plan. As part of the services selected by the client, for example, vendor analysis services, an IAR may provide recommendations as to investment products or services. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to LPL and the IAR, this presents a conflict of interest. The compensation to IAR and LPL may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a recommendation be implemented using a certain product or service over another product or service. The client is under no obligation to purchase securities or services through LPL and the IAR. It is important to note that clients are under no obligation to implement a recommendation through LPL. Clients should understand that the investment products, securities and services that an IAR may recommend as part of RPCP are available to be purchased through broker-dealers, investment advisors or other investment firms not affiliated with LPL. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 17 i•�r'�i ■ �J RETIREMENT PLAN PROGRAMS BROCHURE Client should understand that LPL, IAR and Advisor may perform advisory and/or brokerage services for various other clients, and that LPL, IAR and Advisor may give advice or take actions for those other clients that differ from the advice given to the client. The timing or nature of any action taken for a client may also be different. ITEM 12 BROKERAGE PRACTICES In connection with the services offered under RPCP and SMS, LPL or an IAR may recommend to a client that a Plan use a certain retirement plan platform or service provider (such as a recordkeeper or administrator). In the case of RPCP, LPL and IAR may serve as broker-dealer in connection with the sale of securities or insurance products to the Plan. As noted above, for Plans that are subject to ERISA or are otherwise subject to Section 4975 of the Code, 12b-1 fees paid by product sponsors to LPL and IAR as broker-dealer of record to the Plan are used to offset the RPCP Fee. ITEM 13 REVIEW OF ACCOUNTS To the extent services offered under RPCP or SMS to the Plan or Plan Sponsor include performance monitoring or reporting, LPL or the IAR or Advisor, as applicable, will review performance or provide reports of investment manager(s) or investments selected by the Plan on a frequency as agreed with the Plan or Plan Sponsor. If elected by the Plan, IAR or Advisor, as applicable, will provide reports evaluating the performance of Plan investment manager(s) or investments. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION Other Compensation IAR, LPL and LPL employees receive additional compensation from product sponsors. Compensation may include such items as gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings, client workshops or events, or marketing or advertising initiatives. Product sponsors also pay for, or reimburse LPL for the costs associated with, education or training events that are attended by LPL employees, IARs and Advisors and for LPL -sponsored conferences and events, including services for identifying prospective clients. In particular, LPL receives marketing and educational support payments of up to $300,000, depending on the anticipated nature and scope of the events, from retirement plan product sponsors to assist training and educating financial advisors across LPL's brokerage and advisory platforms, including RPCP. Such support payments are not tied to the sales of any products or client assets in the products. IARs do not receive any portion of these payments. For a current and complete list of the retirement plan product sponsors that pay such marketing and educational support payments, please see www.lpl.com or ask your IAR. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to the Advisor's Form ADV brochure for more information about conflicts of interest. LPL employees provide sales support resources to IARs and Advisors that use LPL advisory programs. The compensation that LPL pays to these employees varies based on the assets in LPL's different advisory programs. These employees have an incentive to promote certain advisory programs to IARs and Advisors over other advisory programs. LPL Compensation to IAR An IAR recommending an advisory service receives compensation from LPL. LPL compensates IARs pursuant to an independent contractor agreement, and not as an employee (although LPL has a dedicated team of employee IARs who service certain accounts in the absence of an IAR, and employees of LPL Employee Services, LLC, an LPL -affiliated company, are located on the premises of certain financial institutions). This compensation includes a portion of the RPCP Fee or SMS Fee, as applicable, and, such portion received by IAR may be more than what IAR would receive at another investment advisor firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by LPL to the IAR. In particular, LPL pays its IARs in different ways, for example: • payments based on production • equity awards from LPL's parent company, LPL Financial Holdings Inc., consisting of awards of either restricted stock units (a promise to deliver stock in the future) or stock options to purchase stock, in each case subject to satisfaction of vesting and other conditions AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 18 ■T-+ RETIREMENT PLAN PROGRAMS BROCHURE • reimbursement or credits of fees that IARs pay to LPL for items such as administrative services, or technology fees • free or reduced -cost marketing materials • payments in connection with the transition of association from another broker-dealer or investment advisor firm to LPL • advances of advisory fees • payments in the form of repayable or forgivable loans • attendance at LPL conferences and events. LPL pays IARs this compensation based on the IAR's overall business production and/or on the amount of assets serviced in LPL advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other LPL programs or in services or programs of other investment advisors or consultants. Therefore, the IAR may have a financial incentive to recommend the Programs over other programs and services. LPL Compensation to Advisor LPL pays compensation to Advisor, which includes a portion of the SMS Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor and/or its representatives. For example, LPL may pay additional compensation to Advisor or its representatives by providing equity awards from LPL's parent company, LPL Financial Holdings Inc., consisting of awards of either restricted stock units (a promise to deliver stock in the future) or stock options to purchase stock, in each case subject to satisfaction of vesting and other conditions, payments in the form of repayable or forgivable loans, reimbursement of administrative servicing fees or technology fees that Advisor and/or its representatives pays to LPL, free or reduced -cost marketing materials, payments in connection with the transition of Advisor's business from another firm to LPL, or attendance at LPL's conferences or events. Individuals of Advisor also may be associated with LPL as broker-dealer registered representatives and/or investment advisor representatives. Transition Assistance LPL also provides various benefits and/or payments to IARs or Advisors with broker-dealer registered representatives that are newly associated with LPL to assist the IAR or Advisor with the costs (including foregone revenues during account transition) associated with transitioning his or her business to LPL (collectively referred to as "Transition Assistance"). The proceeds of such Transition Assistance payments are intended to be used for a variety of purposes, including but not necessarily limited to, providing working capital to assist in funding the IAR's or Advisor's business, satisfying any outstanding debt owed to the IAR's or Advisor's prior firm, offsetting account transfer fees (ACATs) as a result of the IAR's or Advisor's clients transitioning to LPL's custodial platform, technology set-up fees, marketing and mailing costs, stationary and licensure transfer fees, moving expenses, office space expenses, staffing support and termination fees associated with moving accounts. The amount of the Transition Assistance payments are often significant in relation to the overall revenue earned or compensation received by the IAR or Advisor at his or her prior firm. Such payments are generally based on the size of the IAR's or Advisor's business established at his or her prior firm, for example, a percentage of the revenue earned or assets serviced by the IAR or Advisor, as applicable, at the prior firm These payments are generally in the form of payments or loans to the IAR or Advisor with favorable interest rate terms as compared to other lenders, which are paid by LPL or forgiven by LPL based on years of service with LPL (e.g., if the IAR or Advisor remains with LPL for 5 years) and/or the scope of business engaged in with LPL. LPL does not verify that any payments made are actually used for such transition costs. LPL also makes payments to IARs or such firms in connection with the transition of certain advisory business to LPL from his or her prior firm that is not approved on LPL's platform. These payments are tied to the amount of client assets that are transitioned from an unapproved platform at the prior firm to LPL's advisory programs. The receipt of Transition Assistance creates a conflict of interest in that an IAR or Advisor has a financial incentive to recommend that a client open and maintain an account with the IAR or Advisor and LPL for advisory, brokerage and/or custody services, and to recommend switching investment products or services where a client's current investment options are not available through LPL, in order to receive the Transition Assistance benefit or payment. LPL and its IARs attempt to mitigate these conflicts of AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 19 16- -.1 - - i� me m ... 16":0'. 1 �� RETIREMENT PLAN PROGRAMS BROCHURE interest by evaluating and recommending that clients use LPL's services based on the benefits that such services provide to clients, rather than the Transition Assistance earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with LPL. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to the Advisor's Form ADV brochure for more information about conflicts of interest. To the extent permitted by applicable law, including ERISA, LPL has entered into referral agreements with independent third party investment advisers, pursuant to which LPL and IARs receive referral fees from the third party investment advisors in return for referral of clients. Any such referral agreements are separate from the services provided under the Programs. Because LPL is engaged by and paid by the third party investment advisor for the referral, any recommendation regarding a third party investment advisor as part of a referral presents a conflict of interest. LPL addresses this conflict by providing the client with a disclosure statement explaining the role of LPL and IAR and the referral fee received by LPL and IAR. In addition, LPL may enter into other agreements with the third party investment advisers to whom LPL refers certain clients, pursuant to which LPL may provide (i) marketing services on behalf of the third party investment advisers to LPL representatives; or (ii) data technology services to integrate third party investment adviser account data on LPL's technology systems. To the extent permitted by applicable law, including ERISA, LPL receives fees for these services and such fees are typically based on the amount of assets (up to 20 basis points) referred by LPL to the third party investment adviser. Please refer to the Legal Disclosures page of Ipl.com for current information about any third party investment adviser that pays this compensation. Any agreements related to referrals are separate from the services provided under the Programs. The IAR does not share in these fees. In some cases, the third party investment advisers pay additional marketing payments to LPL, its employees and/or IARs to cover fees to attend conferences or reimbursement of expenses for workshops, seminars presented to IARs clients or advertising, marketing or practice management. LPL has entered into agreements with certain service providers, pursuant to which LPL and IAR receive compensation related to a Plan participant who receives a distribution from the Plan and rolls the distribution to a retail investment product of the service provider. Client Referrals From time to time, LPL and/or its IARs may enter into lead generation and referral arrangements with third parties and other financial intermediaries, including participation in third -party programs for the purpose of introducing new clients to LPL and such IARs. Under these lead generation and referral arrangements, all referral parties are independent contractors. The compensation paid to such parties can be structured in various ways, including an ongoing flat fee or portion of the RPCP Fee or SMS Fee. LPL compensates other persons for solicitations of program accounts. LPL enters into an agreement with such solicitors and pays them a portion of the ongoing RPCP Fee or SMS Fee, as applicable, for the solicitation. The solicitor discloses to the client at the time of the solicitation the arrangement and the compensation to be received by the solicitor. Only advisory accounts are eligible for this solicitation program, giving rise to a conflict of interest because the IAR and solicitor have an incentive that an advisory account be opened rather than a brokerage account. Lead generation, referral and solicitation arrangements give rise to conflicts of interests because the referring party has a financial incentive to introduce new investment advisory clients to LPL and its IARs. LPL's participation in these referral arrangements does not diminish its fiduciary obligations to its clients. LPL and certain of its IARs offer advisory services on the premises of unaffiliated financial institutions, like banks or credit unions. In such case, the advisory services are offered by LPL and not the financial institution, and any securities recommended as part of the investment advice are not guaranteed by the financial institution, or insured by the Federal Deposit Insurance Corporation or any other federal or state deposit guarantee fund relating to financial institutions. LPL has entered into agreements with the financial institutions pursuant to which LPL shares compensation, including a portion of the RPCP Fee or SMS Fee, as applicable, with the financial institution for the use of the financial institution's facilities and for client referrals. In such case, instead of paying the IAR or Advisor, as applicable, the portion of the RPCP Fee or SMS Fee, as applicable, as described above, LPL shares such portion with the financial institution pursuant to the agreement between LPL AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC RETIREMENT PLAN PROGRAMS BROCHURE and the financial institution, and the financial institution will pay part of that amount to IAR or Advisor, as applicable. The financial institutions, along with LPL, determine the compensation plan for the IAR. The compensation plan may result in the IAR receiving more or less in compensation depending on the service or product that he or she recommends to the client and therefore may create a financial incentive for an IAR to recommend advisory programs or services over brokerage services, or vice versa. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client in accordance with the applicable standards under the Advisers Act. If IAR is an employee of the financial institution where it provides services to program accounts, LPL typically shares with the financial institution between 75% to 100% of the RPCP Fee or SMS Fee, as applicable, after LPL retains its portion of the RPCP Fee or SMS Fee, as applicable, for its administrative services. In such case, IAR (an employee of the financial institution) will be compensated (e.g. in the form of salary, bonus, commissions, etc.) by the financial institution in accordance with the terms agreed upon between the financial institution and the IAR (which vary depending on each financial institution and employee). If IAR is not an employee of the financial institution where it provides services to program accounts, LPL typically shares directly with IAR after deduction of LPL's portion, between 25% to 100% of the RPCP Fee or SMS Fee, as applicable, and with the financial institution between 0% to 75%. All compensation paid to IAR or the financial institution will be the sole responsibility of LPL, and will not result in any increase in the RPCP Fee or SMS Fee, as applicable, you pay to LPL. In addition, LPL provides other forms of compensation to financial institutions, such as bonuses, awards or other things of value offered by LPL to the institution. In particular, LPL pays a financial institution in different ways, for example, payments based on production, payments in the form of repayable or forgivable notes, reimbursement of fees that LPL charges for items such as administrative services, and other things of value such as free or reduced -cost marketing materials, payments in connection with the transition of association from another broker-dealer or investment advisor firm to LPL, advances of advisory fees, or attendance at LPL's national conference or top producer forums and events. LPL pays this compensation based on overall business production and/or on the amount of assets serviced in LPL advisory programs. Therefore, the amount of this compensation may be more than what the financial institution would receive if the client participated in other LPL programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the financial institution has a financial incentive an IAR or Advisor, as applicable, recommends a program account over other programs and services. ITEM 15 CUSTODY LPL, IAR and Advisor will not serve as a custodian for Plan assets in connection with the advisory or consulting services offered through the Programs. The client is responsible for selecting the custodian and investment sponsor for Plan assets. In order to service the Plan or Plan Sponsor through the Programs, the IAR, Advisor, or LPL may be listed as the contact for the Plan account held at an investment sponsor. The trustees or other fiduciaries for the Plan will complete account paperwork with the outside custodian that will provide the name and address of the custodian. The custodian for Plan assets is responsible for providing the Plan with periodic confirmations and statements. LPL recommends that Plan sponsors review the statements and reports received directly from the custodian or investment sponsor. For RPCP services, LPL may receive prepayment of fees for 6 or more months in advance. All SMS payments are made in arrears. ITEM 16 INVESTMENT DISCRETION Under RPCP, LPL and the IAR provide advisory and consulting services primarily on a non -discretionary basis, so that the client makes the decisions regarding the purchase and sale of securities and the investment options to be made available in the Plan. If advisory and consulting services are provided on a discretionary basis, clients will provide that authorization in writing to LPL and IAR. Under SMS, LPL has investment discretion to select, monitor, and replace the investment options made available through the Investment Menu, Plan Sponsor determines which Investment Menu to offer to its Plan participants, and each Plan participant determines which investment options within that Investment Menu to purchase or sell. Client will provide authorization for LPL's discretionary authority in writing to LPL. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 21 ■ 111111P ■ .`■ ■ ■�t.=�� 7.■.�■ ■ ti . L6L .0 RETIREMENT PLAN PROGRAMS BROCHURE LPL, IAR and Advisor do not exercise authority over the administration of the Plan under either Program. RPCP and SMS services do not include advice regarding the interpretation of the Plan documents, the determination of participant eligibility, benefits, or vesting, and the approval of distributions to be made by the Plan. ITEM 17 VOTING CLIENT SECURITIES LPL does not accept authority to vote client securities in connection with its services under the Programs. ITEM 18 FINANCIAL INFORMATION LPL is not required to include a balance sheet for its most recent financial fiscal year, and is not subject to any financial condition under which its ability to meet contractual commitments to clients is or may be impaired. Brochure Supplements Accompanying this Brochure are Brochure Supplements for individual employees or officers of LPL. Note that although these individuals are responsible for investment advice provided by LPL, they are not responsible for the ongoing individualized investment advice provided to a particular client. With respect to SMS services provided by an Advisor (rather than one of LPL's IARs), clients should refer to the Advisor's Form ADV brochure or contact the Advisor for more information. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 22 1110 .• ��• • .� RETIREMENT PLAN PROGRAMS BROCHURE BROCHURE SUPPLEMENTS George Burton White Kirby Horan -Adams John Lynch Jason Hoody Jeffrey Alan Buchbinder Barry Seth Gilbert Marcus Ehlers January 24, 2020 LPL Financial LLC 1055 LPL Way, Fort Mill, SC 29715 (704) 733-3300 LPL Financial LLC 75 State Street, 22nd Floor, Boston, MA 02109 (617) 423-3644 www.lpl.com LPL Financial LLC 4707 Executive Drive, San Diego, CA 92121 (858) 450-9606 These Brochure Supplements provide information about certain LPL employees or officers that supplements the LPL Financial Brochure that is attached to these Brochure Supplements. Please contact LPL Financial at the number above if you did not receive the LPL Financial Brochure or if you have any questions about the contents of these Brochure Supplements. You may also contact your LPL investment advisor representative with questions. Additional information about these LPL employees or officers is available on the SEC's website at www.adviserinfo.sec.gov. Note that although these LPL employees or officers included in these Brochure Supplements are responsible for investment advice provided by LPL they are not the IARs responsible for the ongoing individualized investment advice provided to a particular client. For more information about the IAR managing the account, client should refer to the Brochure Supplement for the IAR, which should have been provided by the IAR along with the LPL Financial Brochure and these Brochure Supplements at the time client opened the account. If client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or LPL at Iplfinancial.adv@lpl.com. George Burton White Educational Background and Business Experience George Burton White was born in 1969. He has a BBA from the College of William and Mary. He is Managing Director, Investor and Investment Solutions and Chief Investment Officer and has served in that position as Managing Director and Chief Investment Officer since 2009. He joined LPL in 2007 as a Managing Director and Director of Research. Prior to joining LPL, he was Managing Director and Director of Research at Wachovia Securities from 2000 to 2007. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. White is a registered representative of LPL and an investment adviser representative of Fortigent, LLC ("Fortigent"), a registered investment adviser and related person of LPL. Mr. White is also the Chief Investment Officer of Fortigent. LPL is a registered broker- dealer and member of FINRA. Although Mr. White is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 23 1,.- . . ■ ■ `TT_�■�T■ �� �T7 L— RETIREMENT PLAN PROGRAMS BROCHURE Additional Compensation Mr. White receives a regular salary and a discretionary bonus. Supervision Mr. White, as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. White also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Kirby Horan -Adams Educational Background and Business Experience Kirby Lepak Horan -Adams was born in 1976. She has a BA in Math and Economics from Trinity College, an MBA and MSF from Boston College, and a JD from Boston College Law School. She is an Executive Vice President and Director of Research at LPL and joined the LPL Research Department in 2006. Prior to joining LPL, she was an analyst at Cerulli Associates. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Ms. Horan -Adams is a registered representative of LPL and an investment adviser representative of Fortigent, a registered investment adviser and related person of LPL. LPL is a registered broker-dealer and member of FINRA. Although Ms. Horan - Adams is a registered representative of LPL, she does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Ms. Horan -Adams receives a regular salary and a discretionary bonus. Supervision Ms. Horan -Adams reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Ms. Horan -Adams also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. John Lynch Educational Background and Business Experience John Lynch was born in 1963. He has a BA in History from Villanova University and an MBA in Finance from The College of William and Mary. He joined LPL Financial in April, 2017 as Chief Investment Strategist and Executive Vice President, Research. He has been in the investment business for 30 years, having spent the last 20 years at Wells Fargo, where he held leadership roles in research and investment strategy for the brokerage, asset management and private banking divisions. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 24 ■• r ■ ■• L • RETIREMENT PLAN PROGRAMS BROCHURE Other Business Activities Mr. Lynch is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Lynch is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Lynch receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Lynch reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Lynch also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Jason Hoody Educational Background and Business Experience Jason Hoody was born in 1975. He has a BS in Political Science from Clarkson University, an MA in International Affairs from American University, an MS in Finance from Johns Hopkins University, and is a CFA charterholder. He is a Vice President in Research at LPL and joined LPL in 2015. Prior to joining LPL, he was a Vice President at BB&T and an analyst at KPMG. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities There are no other business activities to disclose in response to this item. Additional Compensation Mr. Hoody receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Hoody reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Hoody also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. 'tLPL FINANCIAL LLC Page • G4 • �a.• • • J. •_ : • RETIREMENT PLAN PROGRAMS BROCHURE Jeffrey Alan Buchbinder Educational Background and Business Experience Jeffrey Alan Buchbinder was born in 1971. He has a BA in Economics from Northwestern University and an MBA from Duke University. He is a Vice President, Equity Strategist and Portfolio Manager for LPL Financial Research and has been with the firm since 2003. Prior to joining LPL, he served as an Equity Research Associate at Sanford C. Bernstein. Prior to Bernstein, he was an Equity Research Associate at Deutsche Bank. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Buchbinder is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Buchbinder is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Buchbinder receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Buchbinder reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Buchbinder also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Barry Seth Gilbert Educational Background and Business Experience Barry Seth Gilbert was born in 1967. He has a BA in Philosophy from Haverford College, an MA from the Pennsylvania State University, and a PhD from Boston University. He is a Vice President and Portfolio Manager for LPL Research and has been with the firm since 2013. Prior to joining LPL, he taught at Harvard University. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Gilbert is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Gilbert is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Gilbert receives a regular salary and a discretionary bonus as a member of the LPL Research team. Such bonus for LPL Research personnel is based on the performance of certain portfolios managed by LPL Research. This bonus presents a conflict of interest because it could incentivize the LPL Research team to focus on short-term performance, take undue risk, or favor AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 26 �•. �16 11� ■ RETIREMENT PLAN PROGRAMS BROCHURE certain portfolios over others. However, LPL mitigates this conflict by basing the bonus calculation on short and long-term performance, capping the amount of compensation paid regardless of the return, and tying a portion of the compensation to the outperformance of all LPL managed portfolios. Supervision Mr. Gilbert reports up to Mr. White, who as the Chief Investment Officer of LPL, is responsible for the advice provided by the LPL Research Department through LPL's advisory programs. The advice provided by Mr. Gilbert also is subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. Marcus Ehlers Educational Background and Business Experience Marcus Ehlers was born in 1960. He has a BA from the University of Iowa. He is Executive Vice President of Trading and Client Compensation at LPL and joined LPL in 2010. Prior to joining LPL, Mr. Ehlers was an internal business consultant at Fidelity Investments from 2009 to 2010, and a Vice President at Schwab Institutional prior to 2009. Disciplinary Information There are no legal or disciplinary events to disclose in response to this item. Other Business Activities Mr. Ehlers is a registered representative of LPL. LPL is a registered broker-dealer and member of FINRA. Although Mr. Ehlers is a registered representative of LPL, he does not engage in the sale of securities or receive commissions or other compensation based on the sale of securities or other investment products. Additional Compensation Mr. Ehlers receives a regular salary and a discretionary bonus. Supervision As Executive Vice President of Trading and Client Compensation, Mr. Ehlers is responsible for trade execution in LPL's advisory programs, subject to LPL's policies and procedures and to any guidelines established for the applicable advisory program. The Chief Compliance Officer — Advisory Compliance is responsible for administering LPL's policies and procedures for investment advisory activities. The telephone number for the Advisory Compliance Department is 1-800-877-7210. 75 State Street, 22nd Floor, Boston, Massachusetts 02109 4707 Executive Drive, San Diego, California 92121 AP - RPCP - 0120 LPL FINANCIAL LLC Member FINRA / SIPC Page 27 L�71 EXHIBIT "B" STATE OF JdrA, A COUNTY OF \ CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A_ § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton, 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 Laser Identification Num717-7 r I 1, Date of Authorization 5 Name of Contractor RPCP Consulting Services Name of Project Qty of Milton Georgia Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed onJ✓� 77 20 -in �}kl u r�tcc (city). Ce4 (state). Signature of A"rizCd Officer or Agent d At, tD 4ArF'Xrw Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE 2 `i DAY OF 1l 7020. , 7.1 'NOTARY P1dBL1� / ``�� �Y '01, [NOTARY SEAL] My Commission Expires: 07 Z 3 Z. -e COUNT`S ������off It EXHIBIT "C" STATE OF et9 1 Lx COUNTY OF' \ SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, staling affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with 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: 02) i vs/ Federal Work Authorization User Identification Number e ( 'L7 I 101 Date of Authorization Name of Subcontractor RPCP Consulting Services Name of Project City of Milton, Georgia Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on Jr-tr 2 t , 20ZOin (city), G.4 (state). Signatu afo Autl rized Officer or Agent XIM c r0 G A r f #Cr w Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME THIS THE 21 DAY OF 0 v, NOTARY P LIC -**.i BSbN4t [NOTARY SEAL] !S, _J TAft, My Commission Expires: Wo Q Z. 23 O 23 ?_o2_1 �� �•»»•' G �� N` ` ````�. CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of Change Order #1 Agreement between the City of Milton and AppZoro Technologies, Inc. to Provide Enhanced Additional Features in Connection with the Ongoing Design and Development of the Smart Phone Application for the City’s Smart Communities Grant Project - Walking School Bus MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X August 17, 2020 X X X To: Honorable Mayor and City Council Members From: Parag Agrawal, Community Development Director Date: Submitted August 10, 2020 for the August 17, 2020 Regular City Council Meeting Agenda Item: Approval of a Change Order # 1 agreement between the City of Milton and AppZoro Technologies, Inc. to provide enhanced additional features in connection with the ongoing design and development of the smart phone application for the City’s Smart Communities grant project – Walking School Bus. _____________________________________________________________________________________ Department Recommendation: Approval Executive Summary: In Spring of 2019, the City of Milton was selected as one of only four communities in Georgia to participate in the GA Smart Communities Challenge program (GA Smart) class of 2019. A $50,000 grant from GaTech via the Atlanta Regional Commission was awarded to the City of Milton in support of this project. Milton’s GA Smart challenge is to build an App for smart phones that would encourage more kids to walk to school by giving parents the ability to coordinate and schedule groups of kids from nearby neighborhoods to form a walking school bus with a parent volunteer as the lead/chaperone. The App will also seek to assist in incentivizing more walk trips by providing walk trip data or step counts for rewards. The wider application of this project is to alleviate some of the non-essential car trips to the school which lessens the traffic build up and carbon emissions on Birmingham Highway. Walking to school also promotes physical activity and social interaction with other neighborhood kids and parents. As we encourage kids and parents to walk and use the Milton sidewalk and trail system leads to a vibrant walkable community. The City hired AppZoro Technologies and a Professional Service Agreement was approved dated March 16, 2020. Now that the staff have been working with the team and parents focus groups, we feel that there are some features that should be included in the App that was not specified in the scope of work. Therefore, the City and Consultant are willing to contract for additional services to enhance the end-product. The parties therefore desire to issue a first change order pursuant to Section II of the Agreement, it being to the mutual benefit of all parties to do so. Funding and Fiscal Impact: The maximum contract price of $32,850.00 is replaced with $43,400.00; and increase of $10,550.00. The total price for building the App will be invoiced to the grant fund and refunded at 80% per the grant agreement. Procurement Summary: Purchasing method used: Contract Addendum Account Number: 340-7410-521200004 Requisition Total: $10,550.00 Vendor DBA: Other quotes or bids submitted (vendor/$): N/A Financial Review: Bernadette Harvill, August 10, 2020 Legal Review: Sam VanVolkenburgh, Jarrard & Davis, August 7, 2020 Concurrent Review: Steve Krokoff, City Manager Attachment: Change order # 1 M I LTO NIP - CHANGE ORDER #1 FOR PROFESSIONAL SERVICES AGREEMENT SMARTPHONE APPLICATION DEVELOPMENT - WALKING SCHOOL BUS WHEREAS, the City of Milton wishes to retain a professional consultant to provide enhanced additional features in connection with the ongoing design and development of a smartphone application useful in increasing walkobility to the three schools in the Crabapple area of Milton; and WHEREAS, in consideration of the professional and software services currently provided to the City of Milton by AppZoro Technologies, Inc., ("Consultant") in connection with development of the application, and the Consultant's unique familiarity with the software application development process, the City has determined to select Consultant as a "sole source" or "brand name" provider under its Purchasing Policy; and WHEREAS, the City and Consultant have entered into a Professional Service Agreement dated March 16, 2020, (the "Agreement"); and WHEREAS, the City and Consultant are willing to contract for additional services on the same basic terms and conditions found in the Agreement; and WHEREAS, the parties therefore desire to issue a first change order pursuant to Section II of the Agreement, it being to the mutual benefit of all parties to do so. NOW THEREFORE, the parties hereto agree to amend the Agreement as follows: 1. Section I (D) of the Agreement is amended to extend the deadline for completion of the Work to September 15, 2020, provided that the City shall grant reasonable extensions to Consultant for delays caused by factors outside Consultant's control. 2. Section III (B) of the Agreement is amended as follows: the maximum contract price of $32,850.00 is replaced with $43,400.00. 3. Exhibit C (Scope of Work) of this Agreement is amended as follows: the proposal attached to this Change Order is added to Exhibit C of the Agreement as modification to the Scope of Work. 4. It is agreed by the parties hereto that all of the other terms and conditions of the Agreement, including all unamended portions, shall remain in full force and effect other than as modified herein. Consultant specifically agrees that its E -verify obligations and E - verify affidavits executed in connection with the Agreement shall apply equally to the additional Work. Upon execution by all parties, this Change Order shall be attached to and form a part of said Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed by their duly authorized offices as of the day and year set forth next to each signature. 1 � City of Milton Mayor Consultant: AppZoro Te h logies, Inc. Signature: Printed Name: S�i� NCAft9 iAL— Date CEP Title: Attest: City Clerk Date: %110 ?A City Attorney Approval as to Form [City Seal] EXHIBIT "C" Date: 08-03-2020 To, City of Milton Attn: Ms. Honor Motes 2006 Heritage Walk Milton GA 30004 AppZoro Technologies Inc. AppZoroxom Change of Scope/Addition to Milton ITB Sub: Change/Addition in ITB 20-CD04 — Request an increase in budget Dear Ms. Motes, This is in regards to a request for an increase in budget for the subject ITS. We have been working with the city officials for past 5.5 months for planning and designing the mobile application. In the design and plans there were a few things which were beyond the scope or not included in the original ITS by the city nor was it included in the proposal we submitted. We are overlooking the minor additions and implementing them as per the City's requirements, however there is an additional feature which will require significant time and effort, for which we humbly request you consider this request for increase in budget. What we have done so far? Since March of 2020, AppZoro has been working closely with City officials and Ga Tech Professors to plan and design in detail the specifications for the application. Initially our work started with structuring the designs strictly on the ITS requirements, however, during the weekly meetings with the city, it was pointed out to us that some intricate details of features were not outright specified in the ITS. We went ahead the designed everything that was asked for regardless of the Scope of Work limitations. Roughly, there are about 35-45 single page designs for the app itself and over 15 different variations. In the first week of June, we were at a point where everyone is in agreement with the designs and have given us the go-ahead to start coding. As of now, we have already coded 3 out of the planned 5 milestones of the project and have successfully tested the first 2 milestones. Why the new increase in budget and why it was not proposed initially? The request for increasing the budget is justified as there are some specific requests of features which were added on and/or explained over the weekly meetings. Some of items, as mentioned below, were not explicitly mentioned in the original ITB. Therefore, it was not feasible for us to add the amount of work required in the original budget. With the weekly meetings in the past 5 month, we were able to build out a solid plan of action and high-fidelity designs for the sign -off. Now that we have an approved document from the City, we have begun coding the application knowing that we will not have any increases and changes in the functionality. The features added during the designing/planning phase are important as they are integral part for the app to function. We had multiple discussions with the City about making simpler work around and this is the best conclusion we came up with. Below are the details on features added on and the amount of extra effort required to sustain them. AppZoro Technologies Inc. 3423 Piedmont Rd. Ste 320 Atlanta, GA 30305 Specific Feature: Messaging AppZoro Technologies Inc. AppZoroxom Details: "The specific messaging protocol as discussed in the meetings and design planning was not layed out in the ITB. Therefore, as a team, the City, GT, and AppZoro have come to a conclusion of implementing a specific messaging protocol as per the agreed upon design document. Work Required: &No. RFP Item 1 Point 2 - Messaging Specific Feature: Group SPECIFIC Notifications Work Flow Socket development Screens designs TLS layer networking and listening Sync between both mobile platforms Local db maintenance for sync Message common so for fetched data Delivery and notification Total Additional Days Required Details: "The use of notifications is mentioned in the ITB, however, the addition of "Group Specific" is something we discovered in the weekly meetings. Work Required: 3 Point 5 - Group specific notifications New table maintenance for group variables 3 Checks and validation in firin nobication 1 IGroup and user specific multiple group entries a 2 Retneval of notification list by user and groups 2 Total 8 Specific Feature: Email Verification Via One Time Password Functionality on the App. Details: "This will be a specific protocol to verify each user by sending a unique code of authentication to the recipient's email which user will enter in the app to confirm and verify his email. 2 2 3 4 4 2 3 20 S.No. Work Flow Work Package Resource Rays Required 1 Otp table structure and connection Backend 2 Messages SNS endpoints OTP Verification Backend 1 Sender and verification (Email) Backend 2 UI for input and flow divergence Frontend 1 Otp functionality and api Frontend 1 Total 7 For the above mentioned work additions we estimate the additional budget to be at $10,550. AppZoro Technologies Inc. 3423 Piedmont Rd. Ste 320 Atlanta, GA 30305 __A AppZoro Technologies Inc. AppZoroxom What is the expected timeline on completion? As there is a Demo planned on the 24`h of August, we plan to deliver the items (expect the ones mentioned above) prior to that, completed and tested. For the additional work mentioned above, please note we plan to complete and deliver those prior to Sept 15`h 2020. We need your approval on this Change Order as earlier as possible for our convenience to plan thing out on this application and implement them in advance. This budget includes any and all fees from AppZoro and there will be no additional fees associated with the above mentioned work will be added. At this point of the project, we HAVE COMPLETED designing and planning, so we do not anticipate any major changes (other than minor frontend design changes) to the scope moving forward. Best Regards, am Ag wal AppZoro Technologies Inc AppZoro Technologies Inc. 3423 Piedmont Rd. Ste 320 Atlanta, GA 30305 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of a Construction Services Agreement between the City of Milton and Wilburn Engineering, LLC for the Construction of an Emergency Vehicle Hybrid Beacon for the New Public Safety Facility Located on SR 9 MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X August 17, 2020 X X To: Honorable Mayor and City Council Members From: Robert Drewry, Public Works Director Date: Submitted on August 11, 2020 for the August 17, 2020 Regular City Council Meeting Agenda Item: Approval of a Construction Services Agreement between the City of Milton and Wilburn Engineering, LLC for the Construction of an Emergency Vehicle Hybrid Beacon for the new Public Safety Facility located on SR 9 _____________________________________________________________________________________ Project Description: The Contractor will be providing construction services for installation of an emergency beacon for the new public safety facility. This signal will flash red stopping traffic of State Route 9 to allow emergency vehicles safe egress from the station when leaving for emergency calls. This also includes all materials, labor, and equipment to complete this work. Staff is recommending approval of this construction services contract. Procurement Summary: Purchasing method used: Bid Award-ITB (Over $50,000) Account Number: 360-1565-541300100 Requisition Total: $94,555.00 Other quotes or bids submitted (vendor/$) Vendor/Firm Quote/Bid Carlson Construction, LLC $99,859.00 Reedwick, LLC $100,945.00 American Lighting $105,045.00 Financial Review: Bernadette Harvill, June 26, 2020 Legal Review: Sam VanVolkenburgh – Jarrard & Davis LLP, June 24, 2020 Concurrent Review: Robert Drewry, Public Works Director Attachment(s): Construction Services Agreement 1 Construction Services Agreement | Version 1.0 CONSTRUCTION SERVICES AGREEMENT SR9 Emergency Vehicle Hybrid Beacon This Construction Services Agreement (the “Agreement”) is made and entered into this ___day of ____, 20___ (the “Effective Date”), by and between the CITY OF MILTON, GEORGIA, a municipal corporation of the State of Georgia, acting by and through its governing authority, the Mayor and Milton City Council (hereinafter referred to as the “City”), and Wilburn Engineering LLC, a limited liability company hereinafter referred to as the “Contractor”), collectively referred to herein as the "Parties”. W I T N E S S E T H: WHEREAS, the City desires to retain a contractor to perform services for the construction of a Project, as defined below; and WHEREAS, the City solicited bids for construction of the Project pursuant to the Request for bids, dated May 21, 2020 attached hereto as “Exhibit A” and incorporated herein by reference; and WHEREAS, the Contractor submitted a complete and timely bid, attached hereto as “Exhibit B” and incorporated herein by reference, and met all bid requirements such that the City awarded Project Number ITB 20-PW11 to the Contractor; and WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to perform the Work (defined below) contemplated under this Agreement; and WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, based upon Contractor’s bid, the City has selected Contractor as the successful bidder, and WHEREAS, Contractor desires to perform the Work as set forth in this Agreement under the terms and conditions provided in this Agreement; and WHEREAS, the public interest will be served by this Agreement; and WHEREAS, Contractor has familiarized itself with the nature and extent of the Contract Documents, the Project, and the Work, and with all local conditions and federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of Work, and Contractor is aware that it must be licensed to do business in the State of Georgia. NOW THEREFORE, for and purposes, and the acknowledgements adequate consideration, the sufficiency mutually agree as follows: Section 1. Contract Documents in consideration of the mutual promises, the public and agreements contained herein and other good and of which is hereby acknowledged, the Parties hereto do This Agreement along with the following documents, attached hereto (except as expressly noted otherwise below) and incorporated herein by reference, constitute the "Contract Documents": A. Request for Bids, attached hereto as "Exhibit A"; B. Bid Documents from Contractor, dated June 17, 2020 attached hereto as "Exhibit B" C. Scope of Work, attached hereto as "Exhibit C"; D. Required Performance Bond, Payment Bond and Maintenance Bond, attached hereto collectively as "Exhibits D.1, D.2 and D.3"; E. Noncollusion Affidavit of Prime Bidder, attached hereto as "Exhibit E"; Final Affidavit, attached hereto as "Exhibit F"; G. Alien Employment affidavits, attached hereto as "Exhibits G.1 and G.2"; H. Plans, drawings and specifications, attached hereto collectively as "Exhibit H"; Additional Payment/Retainage Requirements, attached hereto as "Exhibit I"; J. Key Personnel, attached hereto as "Exhibit J"; K. Contract Administration provisions (if issued), attached hereto as "Exhibit K"; L. General Conditions (if issued), attached hereto as "Exhibit L"; M. Supplementary Conditions (if issued), attached hereto as "Exhibit M"; N. City of Milton Code of Ethics (codified in the official Code of the City of Milton); O. The following, which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Change Orders (defined in Section 6 below), other written amendments, and other documents amending, modifying, or supplementing the Contract Documents if properly adopted in writing and executed by the Parties. Construction Services Agreement I Version 1.0 Section 2. Project Description; Architect; Engineer; Contract Administrator A. Proiect. A general description of the Project is as follows: services to provide for the installation of an emergency vehicle beacon signal for the new Public Safety Facility specified in Exhibit "A" (add alternates will not be included), (the "Project'). A third -party Architect or Engineer (as identified below) has not been retained related to this Project. B. Architect/Engineer (if any). (i) Architect [if applicable]. The Project has been designed by N/A (hereinafter referred to as the "Architect"). The Architect will have authority to act on behalf of the City only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement. (ii) Engineer [if applicable]. The Project has been designed by N/A (hereinafter referred to as the "Engineer"). The Engineer will have authority to act on behalf of the City only to the extent provided in the Contract Documents, unless otherwise modified in accordance with the provisions of this Agreement. C. Contract Administrator. The Contract Administrator for this Agreement shall be: Matthew Fallstrom, Capital Projects Manager. Section 3. The Work A. The Work. The Work to be completed under this Agreement (the "Work") includes, but shall not be limited to, the work described in the Scope of Work provided in "Exhibit C", attached hereto and incorporated herein by reference. The Work includes all material, labor, insurance, tools, equipment, machinery, water, heat, utilities, transportation, facilities, services and any other miscellaneous items and work reasonably inferable from the Contract Documents. The term "reasonably inferable" takes into consideration the understanding of the Parties that some details necessary for proper execution and completion of the Work may not be shown on the drawings or included in the specifications or Scope of Work, but they are a requirement of the Work if they are a usual and customary component of the Work or are otherwise necessary for proper and complete installation and operation of the Work. Contractor shall complete the Work in strict accordance with the Contract Documents. In the event of any discrepancy among the terms of the various Contract Documents, the provision most beneficial to the City, as determined by the City in its sole discretion, shall govern. B. Notice to Proceed. The City will issue a Notice to Proceed, which Notice to Proceed shall state the dates for beginning Work ("Commencement Date") and the Expected Date of Final Completion (defined in Section 4(A) below). Unless otherwise approved, the Contractor shall perform its obligations under this Construction Services Agreement I Version 1.0 Agreement as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Work. C. Plans, Drawings and Specifications. The plans, drawings and specifications provided in "Exhibit H", attached hereto, are hereby acknowledged by the Parties and incorporated herein by reference. D. Shop Drawings, Product Data, and Samples. Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, but must be in conformity therewith. The purpose of their submittal is to demonstrate, for those portions of the Work for which submittals are required by the Contract Documents, the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. (i) "Shop Drawings" are drawings, diagrams, schedules and other data specifically prepared for the Work by the Contractor or a subcontractor, sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. (ii) "Product Data" are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (iii) "Samples" are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. The Contractor shall review for compliance with the Contract Documents and shall approve and submit to the Contract Administrator Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the City or of separate contractors. By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Contract Administrator without action. The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved in writing by the Contract Administrator, provided that submittals that are not required by the Contract Documents may be returned without action. The Work shall be completed in accordance with approved submittals, provided that the Contractor shall not be relieved of responsibility for deviations from Construction Services Agreement I Version 1.0 requirements of the Contract Documents by the Contract Administrator's approval of Shop Drawings, Product Data, Samples or similar submittals, unless the Contractor has specifically informed the Contract Administrator in writing of such deviation at the time of submittal and (1) the Contract Administrator has given written approval to the specific deviation as a minor change in the Work, or (2) a written Change Order has been issued and approved to authorize the deviation. The Contract Administrator's approval of the Shop Drawings, Product Data, Samples or similar submittals shall not relieve the Contractor of responsibility for errors or omissions therein. The Contractor shall, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, direct the Contract Administrator's attention to any additional revisions included other than those requested by the Contract Administrator on previous submittals. In the absence of such written notice drawing the Contract Administrator's attention to such additional revisions, the Contract Administrator's approval of a resubmission shall not apply to such additional revisions. The Contractor shall maintain at the Project site(s) one record copy of the Contract Documents in good order and marked currently to record field changes and selections made during construction and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the City and Contract Administrator and shall be delivered to the Contract Administrator or City upon completion of the Work. Section 4. Contract Term; Liquidated Damages; Expedited Completion; Partial Occupancy or Use A. Contract Term. The term of this Agreement ("Term") shall commence on the Effective Date and continue until final completion and payment for the Work or the proper termination and non -renewal of this Agreement (provided that certain obligations, including but not limited to Warranty obligations, will survive termination/expiration of this Agreement). Contractor warrants and represents that it will perform its Work in a prompt and timely manner, which shall not impose delays on the progress of the Work. The Contractor shall commence Work pursuant to this Agreement within ten (10) calendar days of the Notice to Proceed provided by the City, and the Work shall be completed within 198 calendar days from the Notice to Proceed (the "Expected Date of Final Completion"). Every effort will be made by Contractor to shorten this period. If weather affects the required completion schedule, the City and the Contractor will negotiate a new completion date. If the Term of this Agreement continues beyond the fiscal year in which this Agreement is executed, the Parties agree that this Agreement, as required by O.C.G.A. § 36-60-13, shall terminate absolutely and without further obligation on the part of the City on September 30 each fiscal year of the Term, and further, that this Agreement shall automatically renew on October 1 of each subsequent fiscal year absent the City's provision of written notice of non -renewal to Contractor at least five (5) calendar days prior to the end of the then current fiscal year. Title to Construction Services Agreement I Version LO any supplies, materials, equipment, or other personal property shall remain in Contractor until fully paid for by the City. B. Time is of the Essence. Contractor specifically acknowledges that TIME IS OF THE ESSENCE of this Agreement and that City will suffer financial loss if the Work is not completed in accordance with the deadlines specified in Section 4(A) above and within the Contract Documents. C. Expediting Completion. The Contractor is accountable for completing the Work within the time period provided in the Contract Documents. If, in the judgment of the City, the Work is behind schedule and the rate of placement of work is inadequate to regain scheduled progress to ensure timely completion of the entire Work or a separable portion thereof, the Contractor, when so informed by the City, shall immediately take action to increase the rate of work placement by: (1) An increase in working forces; (2) An increase in equipment or tools; (3) An increase in hours of work or number of shifts; (4) Expediting delivery of materials; and/or (5) Other action proposed if acceptable to City. Within five (5) calendar days after such notice from City that the Work is behind schedule, the Contractor shall notify the City in writing of the specific measures taken and/or planned to increase the rate of progress. The Contractor shall include an estimate as to the date of scheduled progress recovery. Should the City deem the plan of action inadequate, the Contractor shall take additional steps to make adjustments as necessary to its plan of action until it meets with the City's approval and such approval is provided in writing by the City. D. Partial Occupancy or Use. The City may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement between the City and Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the City and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. Immediately prior to such partial occupancy or use, the City, Contractor and Contract Administrator shall jointly inspect the area to be occupied, or portion of the Work to be used, in order to determine and record the condition of the Work. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. Construction Services Agreement I Version 1.0 Section 5. Contractor's Compensation; Time and Method of Payment A. Maximum Contract Price. The total amount paid under this Agreement as compensation for Work performed and reimbursement for costs incurred shall not, in any case, exceed $94,555.00 (the "Maximum Contract Price"), except as outlined in Section 6 below. Notwithstanding any language to the contrary in the ITB, the compensation for Work performed shall be based upon the unit prices shown in "Exhibit B" subject to the Maximum Contract Price. Contractor represents that the Maximum Contract Price is sufficient to perform all of the Work set forth in and contemplated by this Agreement. B. Additional Payment Requirements. Additional payment requirements are included as "Exhibit I", attached hereto and incorporated herein by reference. C. Material Deviations. Any material deviations in tests or inspections performed, or times or locations required to complete such tests or inspections, and like deviations from the Work described in this Agreement shall be clearly communicated to the City before charges are incurred and shall be handled through written Change Orders, as described in Section 6 below. Whenever the Contract Administrator considers it necessary or advisable, it shall have authority to require inspection or testing of the Work. However, neither this authority of the Contract Administrator nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Contract Administrator to the Contractor, subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. D. Taxes, The City is a governmental tax-exempt entity and shall not be responsible for paying any taxes on any materials or services provided for herein. At Contractor's request, City shall provide evidence of its tax-exempt status. To the extent, if any, that the City furnishes tangible personal property to Contractor for incorporation into the Project, Contractor shall be responsible for paying the amount of tax owed for such tangible personal property. Section 6. Chanee Orders A. Change Order Defined. A "Change Order" means a written modification of the Contract Documents, signed by representatives of the City and the Contractor with appropriate authorization. B. Right to Order Changes. The City reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written Change Orders and executed by the Contractor and the City. Such Change Orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time to avoid delay or other unfavorable impacts as determined by the City in its sole discretion, the City shall have the right to Construction Services Agreement I Version 1.0 determine reasonable terms, and the Contractor shall proceed with the changed work. C. Change Order Requirement. Any work added to the scope of this Agreement by a Change Order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written Change Order duly executed on behalf of the City and the Contractor. D. Authority to Execute Change Order. The City Manager has authority to execute, without further action of the Milton City Council, any number of Change Orders so long as their total effect does not materially alter the terms of this Agreement or materially increase the Maximum Contract Price, as set forth in Section 5(A) above. Any such Change Orders materially altering the terns of this Agreement, or any Change Order affecting the price where the Maximum Contract Price (as amended) is in excess of $50,000, must be approved by resolution of the Milton City Council. E. Minor Changes in the Work. The Contract Administrator will have the authority to order minor changes in the Work not involving adjustment in the Maximum Contract Price or extension of the Term and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order signed by the Contract Administrator. The Contractor shall carry out such written orders promptly. If the minor changes subsequently may affect adjustments in the Maximum Contract Price or the Term, the changes shall then be converted to a written Change Order by the requesting Party. Section 7. Covenants of Contractor A. Ethics Code: Conflict of Interest. (i) Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the City of Milton Code of Ethics or any other similar law or regulation. Contractor certifies that to the best of his knowledge no circumstances exist which will cause a conflict of interest in performing the Work. Should Contractor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Contractor shall immediately notify the City. If the City determines that a conflict of interest exists, the City may require that Contractor take action to remedy the conflict of interest or terminate the Agreement without liability. The City shall have the right to recover any fees paid for services rendered by Contractor when such services were performed while a conflict of interest existed if Contractor had knowledge of the conflict of interest and did not notify the City within five (5) business days of becoming aware of the existence of the conflict of interest. (ii) Contractor and the City acknowledge that it is prohibited for any person to offer, give, or agree to give any City employee or official, or for any City Construction Services Agreement I Version LO employee or official to solicit, demand, accept, or agree to accept from another person, a gratuity of more than nominal value or rebate or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefor. The Contractor and the City further acknowledge that it is prohibited for any payment, gratuity, or offer of employment to be made by or on behalf of a sub -consultant under a contract to the prime Contractor or higher tier sub - consultant, or any person associated therewith, as an inducement for the award of a subcontract or order. B. Meetings. The Contractor is required to meet with the City's personnel, or designated representatives, to resolve technical or contractual problems that may occur during the Term of this Agreement at no additional cost to the City. Meetings will occur as problems arise and will be coordinated by the City or the Contract Administrator, The Contractor will be given a minimum of three (3) full business days' notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor's option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of the contract for cause. C. Expertise of Contractor. Contractor accepts the relationship of trust and confidence established between it and the City, recognizing that the City's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and professional skill and judgment to provide the Work in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. The Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of City and the Project in accordance with City's requirements and procedures, and Contractor shall employ only persons duly qualified in the appropriate area of expertise to perform the Work described in this Agreement. D. Proper Execution by Contractor. Contractor agrees that it will perform its services in accordance with the usual and customary standards of the Contractor's profession or business and in compliance with all federal, state, and local laws, regulations, codes, ordinances, or orders applicable to the Project, including, but not limited to, O.C.G.A. § 50-5-63, any applicable records retention requirements, and Georgia's Open Records Act (O.C.G.A. § 50-18-70, et seq.). Any additional work or costs incurred as a result of error and/or omission by Contractor as a result of not complying with the Contract Documents or not meeting the applicable standard of care or quality, including but not limited to those of repeated procedures and compensation for the Contract Administrator's services or expenses, will be Construction Services Agreement I Version L0 provided at Contractor's expense and at no additional cost to the City. This provision shall survive termination of this Agreement. It is the Contractor's responsibility to be reasonably aware of all applicable laws, statutes, ordinances, building codes, and rules and regulations. If the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Contract Administrator and the City in writing of any portions of the Contract Documents that are at variance with the applicable laws, statutes, ordinances, building codes, and rules and regulations. The Contractor's duties shall not be diminished by any approval by the City or Contract Administrator of Work completed or produced; nor shall any approval by the City or Contract Administrator of Work completed or produced release the Contractor from any liability therefor, it being understood that the City is ultimately relying upon the Contractor's skill and knowledge in performing the Work required under the Contract Documents. Organization of the specifications into divisions, sections and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. E. Familiarity with the Work. (i) Contractor Familiarity with Work. Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the Work, work site(s), locality, and all local conditions, laws and regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Contract Documents, site conditions, authorities, tests, reports and studies relative to that portion of the Work, as well as the information furnished by the City, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the Project site(s) affecting it. Contractor represents and agrees that it has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, inconsistencies, or ambiguities in the Contract Documents; however, any errors, inconsistencies, omissions, or ambiguities discovered by the Contractor shall be reported promptly to the Contract Administrator and City in writing. Contractor represents that it has given the City written notice of all errors, omissions, inconsistencies, or ambiguities that the Contractor has discovered in the Contract Documents so far, and the written resolution thereof by the City is acceptable to the Contractor. Further, Construction Services Agreement I Version 1.0 Contractor acknowledges that its obligation to give notice of all such errors, omissions, inconsistencies, or ambiguities shall be continuing during the Tenn of this Agreement. Any failure on the part of the Contractor to notify the Contract Administrator and City in writing of any errors, omissions, inconsistencies, or ambiguities in the Contract Documents that Contractor discovered or reasonably should have discovered shall result in a waiver and full release by the Contractor of any future arguments or defenses based on such errors, omissions, inconsistencies, or ambiguities against the City. Further, if the Contractor fails to perform its obligations pursuant to this paragraph, the Contractor shall pay such costs and damages to the City as would have been avoided if the Contractor had performed such obligations. (ii) Inspection of Prior Work. If part of the Contractor's Work depends for proper execution or results upon construction or operations by a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Contract Administrator apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the City's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable, and Contractor shall be responsible for all costs and damages resulting from its failure to report reasonably discoverable defects. (iii) Contractor Requests for Information. If, with undue frequency (as determined by the City in its sole discretion), the Contractor requests information that is obtainable through reasonable examination and comparison of the Contract Documents, site conditions, and previous correspondence, interpretations or clarifications, the Contractor shall be liable to the City for reasonable charges from the Contract Administrator for the additional services required to review, research and respond to such requests for information. F. Supervision. Inspection and Construction Procedures. The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety therefor and, except as stated below, shall be fully and solely responsible for the jobsite safety for such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the City and Contract Administrator and shall not proceed with that portion of the Work without further written instructions from the City or Contract Administrator as approved in writing Construction `- cment I Version 1.0 by the City. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Agreement. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (a) employees and other persons who may be affected, (b) the Work and materials and equipment to be incorporated therein, whether in storage on or off the Project site(s), under care, custody or control of the Contractor or Contractor's subcontractors or sub -subcontractors, and (c) other property at the Project site(s) or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Project site(s) by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the City and Contract Administrator in writing. G. Tests and Inspections. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, or ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made promptly at an appropriate time to avoid unreasonable delay in the Work. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the City, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Contract Administrator timely notice of when and where tests and inspections are to be made so that the Contract Administrator may be present for such procedures. Required permits or certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and delivered to the Contract Administrator within ten (10) calendar days of issuance. H. Budgetary Limitations. Contractor agrees and acknowledges that budgetary limitations are not a justification for breach of sound principals of Contractor's profession and industry. Contractor shall take no calculated risk in the performance of the Work. Specifically, Contractor agrees that, in the event it cannot perform the Work within the budgetary limitations established without disregarding sound Construction Services Agreement I Version 1.0 principals of Contractor's profession and industry, Contractor will give written notice immediately to the City. City's Reliance on the Work. The Contractor acknowledges and agrees that the City does not undertake to approve or pass upon matters of expertise of the Contractor and that therefore, the City bears no responsibility for Contractor's Work performed under this Agreement. The Contractor acknowledges and agrees that the acceptance of Work by the City is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The City will not, and need not, inquire into adequacy, fitness, suitability or correctness of Contractor's performance. Contractor further agrees that no approval of designs, plans, or specifications by any person, body, or agency shall relieve Contractor of the responsibility for adequacy, fitness, suitability, and correctness of Contractor's Work under professional and industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and industry principles. J. Contractor's Reliance on Submissions by the Ci1y. Contractor must have timely information and input from the City in order to perform the Work required under this Agreement. Contractor is entitled to rely upon information provided by the City, but Contractor shall be required to provide immediate written notice to the City if Contractor knows or reasonably should know that any information provided by the City is erroneous, inconsistent, or otherwise problematic. K. Uncovering and Correction of Work. If a portion of the Work is covered contrary to the Contract Administrator's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Contract Administrator, be uncovered for examination by the Contract Administrator and be replaced at the Contractor's expense without change in the Agreement Term. If a portion of the Work has been covered which the Contract Administrator has not specifically requested to examine prior to its being covered or which the Contract Documents did not require to remain uncovered until examined, the Contract Administrator may request to see such Work, and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the City's expense, which expense shall be agreed upon in writing prior to being incurred. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense, unless the condition was caused by the City, in which event the City shall be responsible for payment of such costs including reasonable charges, if any, by the Contract Administrator for additional service, which expense shall be agreed upon in writing prior to being incurred. If the City prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the City may do so instead of requiring its removal and correction, in which case the Maximum Contract Price will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final Construction Services Agreement I Version 1.0 payment has been made. L. Clean Un. Contractor shall keep the Project site(s) and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. If the Contractor fails to clean up as provided in the Contract Documents, the City may do so, and the cost thereof shall be charged to the Contractor. M. Contractor's Representative. W 1141' Ni 11 i', C hn [INSERT NAME OF CONTRACTOR'S REPRESENTATIVE] shall 6e authorized to act on Contractor's behalf with respect to the Work as Contractor's designated representative. N. Independent Contractor. Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of the City. Nothing contained in this Agreement shall be construed to make the Contractor, or any of its employees, servants or subcontractors, an employee, servant or agent of the City for any purpose. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies, and/or materials necessary to complete the Work; hiring of subcontractors, agents, or employees to complete the Work; and the payment of employees, including benefits and compliance with Social Security, withholding, and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and the City by virtue of this Agreement with the Contractor. Any provisions of this Agreement that may appear to give the City the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the City with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and the City may hire additional entities to perform Work related to this Agreement. Inasmuch as the City and the Contractor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto. The Contractor agrees not to represent itself as the City's agent for any purpose to any party or to allow any employee of the Contractor to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Contractor shall assume full liability for any contracts or agreements the Contractor enters into on behalf of the City without the express knowledge and prior written consent of the City. Construction Services Agreement I Version 1.0 O. Responsibility of Contractor and Indemnification of City. The Contractor covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it and/or the City on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City and the City's elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an "Indemnified Party" and collectively "Indemnified Parties") from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including, but not limited to, attorney's fees and costs of defense ("Liabilities"), which may arise from or be the result of alleged willful, negligent, or tortious act or omission arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against an Indemnified Party, by any employee of the Contractor, its subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement. P. Insurance. (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Construction Services Agreement I Version 1.0 (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with coverage and limits no less than: (a) Commercial General Liability: $1,000,000 (one million dollars) combined single limit per occurrence $2,000,000 (two million dollars) aggregate comprehensive/extended/enhanced Commercial General Liability policy with coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage to premises/operations, products/completed operations, independent consultants and contractual liability (specifically covering the indemnity), broad -from property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using an excess or umbrella policy. The policy or policies must be on "an occurrence" basis ("claims made" coverage is not acceptable). (b) Commercial Automobile Liability (owned, non -owned, hired): $1,000,000 (one million dollars) combined single limit per occurrence $2,000,000 (two million dollars) aggregate for comprehensive Commercial Automobile liability coverage (owned, non -owned, hired) including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Professional Liability: $1,000,000 (one million dollars) limit Professional Liability policy for claims arising out of professional services and caused by the Contractor's errors, omissions, or negligent acts (required if any professional services will be provided). (d) Workers' Compensation and Employers' Liability: Workers' Compensation policy with limits as required by the State of Georgia and Employers' Liability limits of $1,000,000 (one million dollars) per occurrence or disease. (If Contractor is a sole proprietor, who is otherwise not entitled to coverage under Georgia's Workers' Compensation Act, Contractor must secure Workers' Compensation coverage approved by both the State Board of Workers' Compensation and the Commissioner of Insurance. The amount of such coverage shall be the same as what is otherwise required of employers entitled to coverage under the Georgia Workers' Compensation Act. Further, the Contractor shall provide a certificate of insurance indicating that such coverage has been secured and that no individual has been excluded from coverage.) (e) RESERVED. (f) Commercial Umbrella Liability Coverage: $5 million per Construction Services Agreement I Version 1.0 occurrence shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Commercial Automobile Liability, Employers' Liability, and Professional Liability. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing so that the City may ensure the financial solvency of the Contractor; self-insured retentions should be included on the certificate of insurance. (4) Other Insurance Provisions: Each policy shall contain, or be endorsed to contain, the following provisions respectively: (a) General Liability, Automobile Liability and Umbrella Liability Coverage. (i) Additional Insured Requirement. The City and City's elected and appointed officials, officers, boards, commissioners, employees, representatives, consultants, servants, agents and volunteers (individually "Insured Party" and collectively "Insured Parties") shall be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Insured Parties. Nothing contained in this section shall be construed to require the Contractor to provide liability insurance coverage to any Insured Party for claims asserted against such Insured Party for its sole negligence. (ii) Primary Insurance Requirement. The Contractor's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any insurance or self- insurance maintained by the Insured Parties shall be in excess of the Contractor's insurance and shall not contribute with it. (iii) Reporting Requirement. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. (iv) Separate Coverage. Coverage shall state that the Contractor's insurance shall apply separately to each insured Construction Services Agreement I Version 1.0 against whom claim is made or suit is brought, except with respect to limits of insurance provided. (v) Defense Costs/Cross Liability. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) Subrogation. The insurer shall agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (b) Workers' Compensation Coverage: The insurer providing Workers' Compensation Coverage will agree to waive all rights of subrogation against the Insured Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Notice Requirement. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, or canceled except after thirty (30) calendar days prior written notice (or 10 calendar days if due to non-payment) has been given to the City. The City reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law. (ii) Starting and Ending Dates. Policies shall have concurrent starting and ending dates. (iii) Incorporation oflndemnication Obligations. Policies shall include an endorsement incorporating the indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 7(0) of this Agreement. (5) Acceptability of Insurers: The insurance to be maintained by Contractor must be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of Georgia. Such insurance shall be placed with insurer(s) with an A.M. Best Policyholder's rating of no less than "A-" and with a financial rate of Class VII or greater. The Contractor shall be responsible for any delay resulting from the failure of its insurer to provide proof of coverage in the proscribed form. (6) Verification of Coverage: Contractor shall furnish to the City for City approval certificates of insurance and endorsements to the policies Construction Services Agreement I Version 1.0 evidencing all coverage required by this Agreement prior to the start of work. Without limiting the general scope of this requirement, Contractor is specifically required to provide an endorsement naming the City as an additional insured when required. The certificates of insurance and endorsements for each insurance policy are to be on a form utilized by Contractor's insurer in its normal course of business and are to be signed by a person authorized by that insurer to bind coverage on its behalf, unless alternate sufficient evidence of their validity and incorporation into the policy is provided. The City reserves the right to require complete, certified copies of all required insurance policies at any time. The Contractor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage. (7) Subcontractors: Contractor shall either (1) ensure that its insurance policies (as described herein) cover all subcontractors and the Work performed by such subcontractors or (2) ensure that any subcontractor secures separate policies covering that subcontractor and its Work. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including, but not limited to, naming the Insured Parties as additional insureds. (8) Claims -Made Policies: Contractor shall extend any claims -made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later, and have an effective date which is on or prior to the Effective Date. (9) Progress Payments: The making of progress payments to the Contractor shall not be construed as relieving the Contractor or its subcontractor or insurance carriers from providing the coverage required in this Agreement. Q. Bonds. In public works construction contracts valued at more than one hundred thousand dollars ($100,000.00) or road construction/maintenance contracts valued at five thousand dollars ($5,000.00) or more, or in any other instance where the City has elected to include such bond requirements as exhibits to this Agreement, the Contractor shall provide Performance and Payment bonds as a condition of this Agreement. At the conclusion of the Work, Contractor shall also provide City with a maintenance bond in the amount of one-third (1/3) of the total amount paid under the Agreement, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of the Work. Bonds shall be provided on the forms attached hereto as "Exhibits D.1, D.2 and MY and with a surety licensed to do business in Georgia and listed on the Treasury Department's most current list (Circular 570 as amended). Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under this Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. Construction Services Agreement I Version 1.0 R. Assignment of Agreement. The Contractor covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them, and the City shall have no obligation to them. S. Employment of Unauthorized Aliens Prohibited — E- Verify Affidavit. Pursuant to O.C.G.A. § 13-10-91, the City shall not enter into a contract for the physical performance of services unless: (1) the Contractor shall provide evidence on City -provided forms, attached hereto as "Exhibits GA and G.2" (affidavits regarding compliance with the E -Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and its subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or (2) the Contractor provides evidence that it is not required to provide an affidavit because it is an individual licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing. The Contractor hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in "Exhibit G.1", and submitted such affidavit to City or provided the City with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in sub -subsection (2) above. Further, Contractor hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O_C.G.A. § 13-10-91 and Georgia Department of Labor Rule 300-10-1-.02. In the event the Contractor employs or contracts with any subcontractor(s) in connection with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation of the subcontractor's compliance with O.C.G.A. § 13- 10-91 and Rule 300-10-1-.02 by the subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as "Exhibit G.2", which subcontractor affidavit shall become part of the contractor/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is licensed and in good standing as noted in sub -subsection (2) above. If a subcontractor affidavit is obtained, Contractor agrees to provide a completed copy to the City within five (5) business days of receipt from any subcontractor. Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10- 91, the City Manager or his/her designee shall be authorized to conduct an Construction Services Agreement I Version LO inspection of the Contractor's and Contractor's subcontractors' verification process at any time to determine that the verification was correct and complete. The Contractor and Contractor's subcontractors shall retain all documents and records of their respective verification process for a period of five (5) years following completion of the contract. Further, where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Contractor and Contractor's subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may report same to the Department of Homeland Security. The Contractor's failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Contractor shall be liable for all damages and delays occasioned by the City thereby. Contractor agrees that the employee -number category designated below is applicable to the Contractor. [Information only required if a contractor affidavit is required pursuant to O.C.G.A. § 13-10-91_] [DESIGNATE/MARK APPROPRIATE CATEGORY] 500 or more employees. 100 or more employees. Fewer than 100 employees. Contractor hereby agrees that, in the event Contractor employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. The above requirements shall be in addition to the requirements of State and federal law and shall be construed to be in conformity with those laws. T. Records. Reports and Audits. (1) Records: (a) Books, records, documents, account legers, data bases, and similar materials relating to the Work performed for the City under this Agreement ("Records") shall be established and maintained by the Contractor in accordance with applicable law and requirements prescribed by the City with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Construction Services Agreement I Version 1.0 Records shall be maintained for at least three (3) years from the date that final payment is made to Contractor by City under this Agreement. Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later. (b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. (2) Reports and Information: Upon request, the Contractor shall furnish to the City any and all Records in the form requested by the City. All Records stored on a computer database must be of a format compatible with the City's computer systems and software. (3) Audits and Inspections: At any time during normal business hours and as often as the City may deem necessary, Contractor shall make available to the City or City's representative(s) for examination all Records. The Contractor will permit the City or City's representative(s) to audit, examine, and make excerpts or transcripts from such Records. Contractor shall provide proper facilities for City or City's representative(s) to access and inspect the Records, or, at the request of the City, shall make the Records available for inspection at the City's office. Further, Contractor shall permit the City or City's representative(s) to observe and inspect any or all of Contractor's facilities and activities during normal hours of business for the purpose of evaluating Contractor's compliance with the terms of this Agreement. In such instances, the City or City's representative(s) shall not interfere with or disrupt such activities. U. Confidentiality. Contractor acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, contractors, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions, or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the City. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether specifically deemed confidential or not. Contractor acknowledges that the City's disclosure of documentation is governed by Georgia's Open Records Act, and Contractor further acknowledges that, if Contractor submits records containing trade secret information and if Contractor Construction Services Agreement I Version 1.0 wishes to keep such records confidential, Contractor must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto. V. Licenses, Certifications and Permits. The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits, or the like required of the Contractor by any and all national, state, regional, county or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Work contracted for under this Agreement; provided that some permits or licenses related to the Project may be obtained as part of the Work and shall be obtained as required. The Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work, which are customarily secured after execution of the Agreement and which are legally required. Contractor shall furnish copies of such permits, licenses, etc. to the City within ten (10) days after issuance. W. RESERVED. X. Authority to Contract. The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. Y. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by the Contractor ("Materials") shall be the property of the City, and the City shall be entitled to full access and copies of all Materials in the form prescribed by the City. Any Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the Work shall be delivered immediately to the City whether or not the Project or Work is commenced or completed, provided, however, that Contractor may retain a copy of any deliverables for its records. The Contractor assumes all risk of loss, damage or destruction of or to Materials. If any Materials are lost, damaged, or destroyed before final delivery to the City, the Contractor shal I replace them at its own expense. Any and all copyrightable subject matter in all Materials is hereby assigned to the City, and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment. Z. Nondiscrimination. During the performance of this Agreement, the Contractor agrees as follows: 1. Compliance with Regulations. The Contractor shall comply with the Regulations, hereinafter defined, relative to nondiscrimination in federally -assisted programs of the Department of Transportation (the "DOT"), Title 49, Code of Federal Regulations, part 21, as they may be amended from time to time (the Construction Services Agreement I Version 1.0 "Regulations"), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination. The Contractor, with regard to the Work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, belief, political affiliation, or national origin in the selection and retention of employees or subcontractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiations made by the Contractor for Work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, or national origin. 4. Information and Reports. The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, and other sources of information and its facilities as may be determined by the County, GDOT, or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the County, or GDOT or the Federal Highway Administration, as appropriate, and shall set forth what efforts it has made to obtain such information. 5. Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscriminatory provision of this Agreement, County shall impose contract sanctions as it or GDOT or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) Withholding of payments to the Contractor under the Agreement until Contractor complies; and/or (b) Cancellation, termination, or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions. The Contractor shall include the provisions of paragraphs (1) through (5) in every subcontract, procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issue thereto. The Contractor shall take such action with respect to any subcontractor or procurement as the County or GDOT or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctioning noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the County to enter into such litigation to protect the interest of the County and, in addition, the Contractor may request the Georgia Department of Transportation to enter into such litigation to Cons(ruction Services Agreement I Version 1.0 protect the interests of the State and the United States to enter into such litigation to protect the interests of the United States. AA, Consultants Assistine 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 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 8. Covenants of the City A. Right of Entry. The City shall provide for right of entry for Contractor and Contractor's equipment as required for Contractor to complete the Work; provided that Contractor shall not unreasonably encumber the Project site(s) with materials or equipment. B. City's Representative. Matthew Fallstrom shall be authorized to act on the City's behalf with respect to the Work as the City's designated representative on this Project; provided that any changes to the Work or the terms of this Agreement must be approved as provided in Section 6 above. Section 9. Final Project Documents; Warranty A. Final Project Documents. Prior to final payment, Contractor shall deliver to City a written assignment of all warranties, guaranties, certificates, permits, and other documents, including without limitation, all contractors' and manufacturers' warranties. At such time, Contractor shall also deliver to the City copies of all as - built drawings, operations, and maintenance manuals, and any other pertinent documents relating to the construction and operation of the Work that is not otherwise in the possession of the City. B. Warranty. The Contractor warrants to the City and the Contract Administrator that materials and equipment furnished under the Agreement will be of good quality and new, unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, Construction Services Agreement J Version LO and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. This warranty excludes remedy for damage or defect caused by abuse by the City or modifications to the Work not executed by the Contractor or an employee/subcontractor/sub-subcontractor thereof. Except as may be otherwise specified or agreed, the Contractor shall repair or replace all defects in materials, equipment, or workmanship appearing within 2 year(s) (the "Warranty Period") from the date of final completion at no additional cost to the City. An inspection shall be conducted by the City or its representative(s) near the completion of the Warranty Period to identify any issues that must be resolved by the Contractor. Expiration of the Warranty Period shall not affect the Contractor's continued liability under an implied warranty of merchantability and fitness. All warranties implied by law, including fitness for a particular purpose and suitability, are hereby preserved and shall apply in full force and effect beyond any Warranty Period. Section 10. Termination A. For Convenience. The City may terminate this Agreement for convenience at any time upon providing written notice thereof to Contractor at least seven (7) calendar days in advance of the termination date. B. For Cause. The Contractor shall have no right to terminate this Agreement prior to completion of the Work, except in the event of City's failure to pay the Contractor within thirty (30) calendar days of Contractor providing the City with notice of a delinquent payment and an opportunity to cure. The City may terminate this Agreement for cause as provided in Section 1 I of this Agreement. The City shall give Contractor at least seven (7) calendar days' written notice of its intent to terminate the Agreement for cause and the reasons therefor, and if Contractor, or its Surety, fails to cure the default within that period, the termination shall take place without further notice. The City shall then make alternative arrangements for completion of the Project. C. Statutory Termination. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed terminated as provided in Section 4(A) of this Agreement. Further, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of the City. D. Payment. Provided that no damages are due to the City for Contractor's failure to perform in accordance with this Agreement, and except as otherwise provided herein, the City shall, upon termination for convenience or statutory termination, pay Contractor for Work performed prior to the date of termination in accordance with Section 5 herein. The City shall have no further liability to Contractor for such termination. At its sole discretion, the City may pay Contractor for additional value Construction Services Agreement Version 1.0 received as a result of Contractor's efforts, but in no case shall said payment exceed any remaining unpaid portion of the Maximum Contract Price. If this Agreement is terminated for cause, the City will make no further payment to the Contractor or its Surety until the Project is completed and all costs of completing the Project are paid. If the unpaid balance of the amount due the Contractor, according to this Agreement, exceeds the cost of finishing the Project, City shall provide payment to the Contractor (or its Surety) for services rendered and expenses incurred prior to the termination date, provided that such payment shall not exceed the unpaid balance of the amount otherwise payable under this Agreement minus the cost of completing the Project. If the costs of completing the Project exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. E. Assumption of Contracts. The City reserves the right in termination for cause to take assignment of all contracts between the Contractor and its subcontractors, vendors, and suppliers. The City will promptly notify the Contractor of the contracts the City elects to assume. Upon receipt of such notice, the Contractor shall promptly take all steps necessary to effect such assignment. Conversion to Termination for Convenience. If the City terminates this Agreement for cause and it is later determined that the City did not have grounds to do so, the termination will be converted to and treated as a termination for convenience under the terms of Section 10(A) above. G. Requirements Upon Termination. Upon termination, the Contractor shall: (1) promptly discontinue all services, cancel as many outstanding obligations as possible if requested to do so by the City, and not incur any new obligations, unless the City directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Agreement, whether completed or in process, in the form specified by the City. I -L Reservation of Rights and Remedies. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. Section 11. City's Rights: Contractor Default A. City Riehts Related to the Work. (i) City's Right to Stop the Work. If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, as required by the Contract Administrator, or persistently fails to carry out Work in accordance with the Contract Documents, the City may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the City to stop the Work shall not give rise to a duty on the part Construction Services Agreement I Version 1.0 of the City to exercise this right for the benefit of the Contractor or any other person or entity. Such a stoppage of Work shall not extend the Expected Date of Final Completion of the Work. (ii) City's Right to Carry Out the Work. If the Contractor defaults or neglects to cavy out the Work in accordance with the Contract Documents and fails within a seven (7) calendar day period after receipt of written notice from the City to commence and/or continue correction of such default or neglect with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including City's expenses and compensation for the Architect/Engineer's and/or Contract Administrator's additional services (if any) made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the City. B. Contractor Default. For the purposes of this Agreement, Contractor shall be in default if any of the following occur during the Term of this Agreement: (a) a failure to fulfill in a timely and proper manner Contractor's obligations under this Agreement; (b) Contractor violates any of the material provisions, agreements, representations or covenants of this Agreement or any applicable city, state, or federal laws, which do not fall within the force majeure provisions of this Agreement; (c) the Contractor becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of creditors, or files a bankruptcy petition under the United States Bankruptcy Code; or (d) Contractor is the subject of a judgment or order for payment of money, which judgment or order exceeds $100,000 and is no longer subject to appeal or, in the opinion of the City, would be fruitless to appeal and where (i) such judgment or order shall continue un -discharged or unpaid for a period of thirty (30) calendar days, (ii) an insurer acceptable to the City has not acknowledged that such judgment or order is fully covered by a relevant policy of insurance, or (iii) the City is otherwise reasonably satisfied that such judgment or order is not likely to be satisfied or complied with within sixty (60) calendar days of its issuance. In the event of Contractor's default under this Agreement, the City shall send written notice to the Contractor setting forth the specific instances of the default and providing the Contractor with at least seven (7) calendar days to cure or otherwise remedy the default to the reasonable satisfaction of the City. If the default is not remedied during the stated cure period, then the City may, at its election: (a) in writing terminate the Agreement in whole or in part; (b) cure such default itself and charge the Contractor for the costs of curing the default against any sums due or which become due to the Contractor under this Agreement; and/or (c) pursue any other remedy then available, at law or in equity, to the City for such default. Section 12. Construction Administration If a Contract Administrator other than the City has been hired in relation to the Project, the Construction Services Agreement I Version 1.0 Contract Administrator's administration of the construction of the Project shall be as described in "Exhibit K", attached hereto. The Contractor agrees to the construction administration provisions contained in "Exhibit K." Section 13. Miscellaneous A. Complete Agreement. This Agreement, including all of the Contract Documents, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement not contained in this Agreement or the Contract Documents shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. B. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to choice of law principles. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Fulton County, Georgia or the U.S. District Court for the Northern District of Georgia — Atlanta Division, and Contractor submits to the jurisdiction and venue of such court. C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. D. Invalidity of Provisions; Severability. Should any article(s) or section(s) of this Agreement, or any part thereof, later be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions that may for any reason be hereafter declared invalid. E. Business License. Prior to commencement of the Work to be provided hereunder, Contractor shall apply to the City for a business license, pay the applicable business license fee, and maintain said business license during the Term of this Agreement, unless Contractor provides evidence that no such license is required. F. Notices. (1) Communications Relating to Day -to -Day Activities. All communications relating to the day-to-day activities of the Work shall be Construction Services Agrccnient I Version 1.0 exchanged between Matthew Fallstrom for the City and T IK Cl4r•Ik [INSERT CONTACT NAME] for the Contractor. (2) Official Notices. All other notices, requests, demands, writings, or correspondence, as requited by this Agreement, shall be in writing and shall be deemed received, and shall be effective, when (1) personally delivered, or (2) on the third calendar day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Party at the addresses given below, or at a substitute address previously furnished to the other Party by written notice in accordance herewith: NOTICE TO CITY shall be sent to: City of Milton Attn: Procurement Manager 2006 Heritage Walk Milton, GA 30004 NOTICE TO CONTRACTOR shall be sent to: Wilburn Engineering LLC, Attn: Brandon Oravetz 55 Millard Farmer Industrial Blvd Newnan, GA 30263 G. Waiver of Agreement. No failure by the City to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Contractor with this Agreement, and no custom or practice of the City at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the City's right to demand exact and strict compliance by Contractor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated. H. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranties, and insurance maintenance requirements. I. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign immunity or any individual's qualified good faith or official immunities. Construction Services Agreement I Version 1.0 J. No Personal Liability. Nothing herein shall be construed as creating any individual or personal liability on the part of any of City's elected or appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys or volunteers. No such individual shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor's performance of services under this Agreement shall not subject Contractor's individual employees, officers, or directors to any personal liability, except where Contractor is a sole proprietor. The Parties agree that their sole and exclusive remedy, claim, demand, or suit shall be directed and/or asserted only against Contractor or the City, respectively, and not against any elected or appointed official, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers. K. Force Majeure. Neither the City nor Contractor shall be liable for their respective non -negligent or non -willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (i) any cause beyond their respective reasonable control; (ii) any act of God; (iii) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (iv) earthquake, fire, explosion, or flood; (v) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Contractor; (vi) delay or failure to act by any governmental or military authority; or (vii) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact. L. Headings. All headings herein are intended for convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement. M. No Third Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action or other right. N. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, each Party binds itself, its partners, successors, assigns, and legal representatives to the other Party hereto, its partners, successors, assigns, and legal representatives with respect to all covenants, agreements, and obligations contained in the Contract Documents. O. Agreement Construction and Interpretation. Contractor represents that it has reviewed and become familiar with this Agreement and has notified the City of any discrepancies, conflicts or errors in the Contract Documents. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Construction Services Agreement I Version 1.0 Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement. In the interest of brevity, the Contract Documents may omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. P. Material Condition. Each term of this Agreement is material, and Contractor's breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to the City at law or in equity. Q. Use of Singular and Plural. Words or terms used as nouns in the Agreement shall be inclusive of their singular and plural forms, unless the context of their usage clearly requires contrary meaning. IN WITNESS WHEREOF, the City and the Contractor have executed this Agreement effective as of the Effective Date first above written. [SIGNATURES ON FOLLOWING PAGE] Construction Services Agreement I Version 1.0 CONTRACTOR: Wilburn Engineering, LLC ;r:ln;tN ame-.36 O h U 4 t htk Ma n CITY OF MILTON, GEORGIA By: Joe Lockwood, Mayor [CITY SEAL] Attest: Print Name: Its: City Clerk Approved as to form: City Attorney Its: [CIRC NE Member ana er (LLC A fitness: Print Name: EMIkI C• A110 Its: A dtmi h IS}mim AoSistwt Construction Services Agreement I Version 1.0 "EXHIBIT A" HOMEOF' MILTON. t$TAN ISI ltn AMID CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: 20-PW11 Project Name: SR 9 Emergency Vehicle Hybrid Beacon Due Date and Time: June 17, 2020 at 2:00 pm EST submitted electronically via Milton's **Pending updates relating to COVID-19 the City may Number of Pages: 104 conduct the bid opening via a virtual meeting. www.cityofmiltongo.us Responding bidders will be emailed a meeting link Special Instructions: should the need to hold this type meeting arise. If you have not registered as a vendor ISSUING DEPARTMENT INFORMATION Issue Date: May 21, 2020 City of Milton Public Works Department 2006 Heritage Walk Phone: 678-242-2500 Fax: 678-242-2499 Website: www.cityofmiltonga.us INSTRUCTIONS TO BIDDERS Electronic Submittal: **Bids must be Mark Face of Envelope/Package: submitted electronically via Milton's Bid Number: 20-PW11 BidNet procurement portal/platform at Name of Company or Firm www.cityofmiltongo.us Special Instructions: If you have not registered as a vendor Deadline for Written Questions via BidNet we encourage you to June 5, 2020 at 5:00 pm register. There is no cost to join, and you will be notified of any potential bid Submit questions online via the BidNet opportunities with the City of Milton as Direct procurement portal at well as other agencies who are part of www.city0frnfitonga.us the Georgia Purchasing Group. BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Authorized Bidder Signatory: (Please print name and sign in ink) Bidder Phone Number: Bidder FAX Number: Bidder Federal I.D. Number: Bidder E-mail Address: BIDDERS MUST RETURN THIS COVER SHEET WITH BID RESPONSE ITB 20 -PW 11 1 1 Page Table of Contents Topic Paae Definitions 3 Invitation to Bid 4 Schedule of Events b Bidding Instructions (What must be submitted) 7 Insurance/Bond Requirements 8 Bid Form and Addenda Acknowledgement 13 Bid Bond (3 pages) 15 Qualifications Signature and Certification 18 Corporate Certificate 18 List of Subcontractors 19 Contractor Affidavit and Agreement (eVerify) 20 Disclosure Form 21 Project Specifications 22 Bid Submittal Form 29 General Conditions 32 EPD Air Quality Rules 37 Sample Contract Agreement 38 ITB 20-P W 1 1 2 1 Page DEFINITIONS COMPW: City of Milton Public Works Department CY: Cubic Yard GDOT: Georgia Department of Transportation ENGINEER: The City of Milton Director of Public Works or a duly authorized representative. ADA: Americans with Disabilities Act EA: Each GAL: Gallon LF: Lineal Feet LM: Lineal Mile LS: Lump Sum SY: Square Yard TN: Ton MLITCD: Manual on Uniform Traffic Control Devices OSHA: Occupational Safety and Health Administration FHWA: Federal Highway Administration AASHTO: American Association of State Highway and Transportation Officials ITB 20-PW1 1 3 1 Page MILTO 1 4 ESTABLISHED 2006 Invitation to Bid 20-PW11 The City of Milton is accepting sealed bids from qualified firms for SR 9 Emergency Vehicle Hybrid Beacon project for the Public Works Department in conformance with Title 32, Chapter 4, Article 4, Part 2 of the Official Code of Georgia Annotated. All work will be done in accordance with Georgia Department of Transportation's (GDOT) Standard Drawings, Standard Specifications, and Pay Items Index as standards and specifications for the construction and completion of the work required. All bidders must comply with all general and special requirements of the bid information and instructions enclosed herein. Sealed bids will be received no later than 2:00 PM Local Time on June 17, 2020. Electronic bids shall be submitted online via BidNet Direct, the City's procurement portal, at www.cityofmiltongo.us. At approximately 2:10 PM Local Time on the day bids are received the bids will be publicly opened and the bidder's name and total bid amount will be read aloud at: City of Milton City Hall, 2006 Heritage Walk, Milton, GA 30004. "Pending updates relating to COVID-19 the City may conduct the bid opening via a virtual meeting. Responding bidders will be emailed a meeting link should the need to hold this type meeting arise. Any other interested members of the public may attend. Bids received after the above time will not be accepted. Questions must be also be submitted online in the some manner listed above for bids. Deadline for questions is June 5, 2020 at 5:00pm. Official answers to questions and potential change (Addendums) to the ITB (Addendums) will be posted at the some web locations as the ITB on or about June 10, 2020. Any other form of interpretation, correction, or change to this ITB will not be binding upon the City. It is the bidder's responsibility to check the websites for potential updates. Please refer to Bid (20 -PW 11) and bid name (SR 9 Emergency Vehicle Hybrid Beacon) when requesting information. The City of Milton reserves the right to reject any or all bids and to waive technicalities and informalities, and to make award in the best interest of the City of Milton. The selected contractor must be able to start work within ten (10) calendar days after the "Notice to Proceed" is issued. The time of completion for the project is to be determined prior to the issuance of the "Notice to Proceed." If weather affects the required completion schedule, The City and selected contractor will ITB 20 -PW 11 4 1 Page negotiate a new completion date. Section 108.08 of the State of Georgia Department of Transportation Standard Specifications Construction of Transportation Systems (current edition) shall be applied. ITB 20 -PW 11 5 1 SCHEDULE OF EVENTS FOR REFERENCE ONLY - DO NOT SUBMIT WITH BID RESPONSE EVENT ITB Issue Date DATE May 21, 2020 Deadline for Receipt of Written Questions 5 PM on June 5, 2020 Posting of Written Answers by City to Websites on or about June 10, 2020 ITB DUE No Later than 2:00 PM on Tentative Contract Award (on/about) Notice to Proceed (on/about) June 17, 2020 July 6, 2020 July 7, 2020 NOTE: PLEASE CHECK THE CITY WEBSITE (http://www.cityofmiltonga.us) FOR ADDENDA AND SCHEDULE UPDATES. ITB 20 -PW 1 1 6) Page BIDDING INSTRUCTIONS FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid (Cover Sheet) 1 2 Bid Form and Addenda Acknowledgement (2 pages) 13-14 3 Bid Bond (3 pages) 15-17 4 Qualifications Signature and Certification 18 5 List of Subcontractors 19 6 Contractor Affidavit and Agreement (eVerify) 20 7 Disclosure Form 21 8 Bid Submittal Form (3 pages) 29 INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a lump sum price "purchasing contract" with one firm to be the primary supplier of the SR 9 Emergency Vehicle Hybrid Beacon, ITB 20 -PW 11. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as "no substitute" or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturer's number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. The City reserves the right to cancel the contract at any time with 30 days written ITB 20-PW11 7 1 Page notice. Title to any supplies, materials, equipment or other personal property shall remain the Contractors' until fully paid for by the City. All items to be bid FOB, Milton, Georgia. No sales taxes are to be charged. Any damage to any building or traffic control device, or equipment incurred during the course of work shall be repaired at the contractor's expense to the complete satisfaction of the City of Milton with no additional expense to the City. EVALUATION The City intends to evaluate the ITB on the lowest, responsible and responsive bidder. Bids may be found nonresponsive at any time during the evaluation or contract process, if any of the required information is not provided; the submitted price is found to be inadequate; or the proposal is not within the specifications described and required in the ITB. If a bid is found to be non- responsive or non-qualified, it will not be considered further. INSURANCE REQUIREMENTS Within ten (10) days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Within 10 days of Notice of Award, and at all times that this Contract is in force, the Contractor shall obtain, maintain and furnish the City Certificates of Insurance from licensed companies doing business in the State of Georgia with an A.M. Best Rating A-6 or higher and acceptable to the City. Insurance requirements are provided below and included in the CONTRACT AGREEMENT (Section 7.K). (1) Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees or subcontractors. All policies shall be subject ITB 20 -PW 11 8 1 Page to approval by the City Attorney as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City. (2) Minimum Limits of Insurance: Contractor shall maintain the following insurance policies with limits no less than: (a) Comprehensive General Liability of $1,000,000 (one million dollars) limit per single occurrence, $2,000,000 (two million dollars) umbrella, including coverage for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, vandalism, property loss and theft. (b) Comprehensive Automobile Liability (owned, non -owned, hired) of $1,000,000 (one million dollars) combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom. (c) Workers' Compensation limits as required by the State of Georgia and Employers Liability limits of $1,000,000 (one million dollars) per accident. (3) Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City in writing. (4) Other Insurance Provisions: The policy is to contain, or be endorsed to contain, the following provisions: (a) General Liability and Automobile Liability Coverage. (i) The City and City Parties are to be covered as insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City or City Parties. (ii) The Contractor's insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the City or City Parties. Any insurance or self-insurance maintained by the City or City Parties shall be in excess of the Contractor's insurance and shall not contribute with it. (iii) Any failure to comply with reporting provisions of the policies ITB 20 -PW 1 1 9 1 Page shall not affect coverage provided to the City or City Parties. (iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross -liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City for General Liability coverage only. (b) Workers' Compensation Coverage: The insurer providing Workers' Compensation Coverage will agree to waive all rights of subrogation against the City and City Parties for losses arising from Work performed by the Contractor for the City. (c) All Coverages: (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to do business in the State of Georgia and with an A.M. Bests' rating of no less than A:VI. (b) Verification of Coverage: Contractor shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of Work. The certificate of insurance and endorsements shall be on a form utilized by Contractor's Insurer in its normal course of business and shall be received and approved by the City within ten (10) days of the Notice of Award. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Contractor shall provide proof that any expiring coverage has ITB 20 -PW 11 10 ( Page been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the Parties as additional insureds. (8) Claims -Made Policies: Contractor shall extend any claims -made insurance policy for at least six (b) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement, except the City need not be named as an additional insured and loss payee on any Workers' Compensation policy. BONDING REQUIREMENTS Each bid must be accompanied with a BID BOND (bond only: certified checks or other forms are not acceptable) in an amount equal to five percent (5%) of the base bid, payable to the City of Milton. Said bid bond guarantees the bidder will enter into a contract to construct the project strictly within the terms and conditions stated in this bid and in the bidding and contract documents, should the construction contract be awarded. The Successful Bidder shall be required to furnish PAYMENT AND PERFORMANCE BONDS for the faithful performance on the contract and a bond to secure payment of all claims for materials furnished and/or labor performed in performance of the project, both in amounts equal to one hundred percent (100%) of the base bid price. The Successful Bidder shall also be required to furnish a MAINTENANCE BOND, in the amount of one-third (1 /3) of the contract price, guaranteeing the repair or replacement caused by defective workmanship or materials for a period of two (2) years from the completion of construction. Bonds shall be issued by a corporate surety appearing on the Treasury ITB 20 -PW 1 1 11 1 Page Department's most current list (Circular 570 as amended) and be authorized to do business in the State of Georgia. Bonds shall be on the forms provided by the City and subject to the review and approval of the City Attorney. Date of Bond must not be prior to date of Contract. If Contractor is a Partnership, all partners shall execute Bond. OATH Prior to commencing the Work, the successful bidder shall execute a written oath as required by O.C.G.A. §§ 32-4122 and 36-91-21(e). COST OF PREPARING A BID The costs for developing and delivering responses to this ITB and any subsequent presentations of the proposal as requested by the City are entirely the responsibility of the bidder. The City is not liable for any expense incurred by the bidder in the preparation and presentation of their proposal. All materials submitted in response to this ITB become the property of the City of Milton. ITB 20-P W 11 T2 I Page MI LTON'k ESTABLISHED 2OD6 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON, GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 20-PW11 SR 9 Emergency Vehicle Hybrid Beacon The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided, or expenses incurred, which are not specifically delineated in the Contract Documents, but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces within ten (10) calendar days from the Notice to Proceed, and to ITB 20-PWl 1 13 ( Page complete all Work as scheduled in Task Order(s) issued. If weather affects the required completion schedule, the City and selected Bidder will negotiate a new completion date. Attached hereto is an executed Bid Bond in the amount of (Five Percent of Amount Bid). Dollars ($ If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Date viewed Bidder further declares that the full name and resident address of Bidder's Principal is as follows: Signed, sealed, and dated this day of 20 Bidder Company Name Bidder Mailing Address: Signature: Print Name: Title: (Seal) ITB 20-P W 11 14 ( Page MI LTO 11 r ESTABLISHED 2006 [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] BID BOND CITY OF MILTON. GEORGIA BIDDER (Name and Address): SURETY (Name and Address of Principal Place of Business): OWNER (hereinafter referred to as the "City" (Name and Address): City of Wilton, Georgia ATTN: Purchasing Office 2006 Heritage Walk Milton, Georgia 30004 BID BID DUE DATE: PROJECT (Brief Description Including Location): BOND BOND NUMBER: DATE (Not later that Bid due date): PENALSUM: ( Words) (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. (Seal) Bidder's Name and Corporate Seal By: Signature and Title: Attest: Signature and Title: SURETY (Seal) Surety's Name and Corporate Seal By: Signature and Title: (Attach Power of Attorney) Attest: Signature and Title: ITB 20 -PW 1 1 15 1 Page Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based on or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suitor action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by ITB 20-PWl1 16 1 Page personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. ITB 20-P W 1 1 17 1 Page MILTON* ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Print/Type Print/Type Company Name Here CORPORATE CERTIFICATE I, , certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that who signed said bid in behalf of the Contractor, was then (title) of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said Corporation is organized under the laws of the State of This day of 20 (Seal) (Signature) ITB 20 -PW 1 1 18 1 Page M I IT QN 2Uo6 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do , do not , propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: Company N ITB 20 -PW 1 1 19 1 P a g MILTON' A ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: eVerify Number Date of Authorization Name of Contractor SR 9 Emergency Vehicle Hybrid Beacon Project Name of Project City of Milton. Georaio Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on—.—, 201_ in _(city), (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF ,201. NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: ITB 20 -PW 11 20 1 Page MILTON* ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value Description Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: ITB 20-PW02 21 1 Page PROJECT SPECIFICATIONS SCOPE OF WORK The City of Milton Public Works Department, (City), requests that interested parties submit formal sealed bids/proposals for the SR 9 Emergency Vehicle Hybrid Beacon project. The scope of this project generally consists of the installation of a preemptive emergency vehicle hybrid beacon traffic signal for the new Fire Station located on SR 9 in the City of Milton. The Contractor shall comply with the plans and specifications for the "Emergency -Vehicle Hybrid Beacon Signal Design" as prepared by Wolverton (Design Engineer), dated 5/11/2020. The plans may be downloaded at: SR 9 Emergency Vehicle Hybrid Beacon Plans (hffps://Files.secureserver.net/OsOynQImbTO62C) 2. Where contract documents reference'The Department" or"GA Department of Transportation" or "The Engineer", it shall also mean "City of Milton." 3. All traffic control measures are the responsibility of the contractor. Contractor shall coordinate all work with the City of Milton. 4. Replace, in kind, any vegetation or landscaping damaged during construction. Include cost in the price bid. 5. Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted herein. ITB 20-PW02 22 1 Page PROSECUTION AND PROGRESS The City desires to have all work completed by October 1, 2020. Please indicate on the Bid Sheet your projected response time and calendar days to complete the project. This information will be considered when awarding this contract. Construction shall begin no later than ten (10) calendar days following the Notice to Proceed. The Contractor will mobilize with sufficient forces such that all construction identified as part of this contract shall be substantially completed within the calendar days indicated on the Bid Schedule. Inclement weather days will not count against the available calendar days. Normal workday for this project shall be 9:00 am to 4:00 pm and the normal workweek shall be Monday through Friday. The City will consider extended workdays or workweeks upon written request by the Contractor on a case by case basis. No work will be allowed on City recognized holidays including Memorial Day, July 4th, Labor Day. Thanksgiving Day, and Christmas Day. The work will require bidder to provide all labor, administrative forces, equipment, materials and other incidental items to complete all required work. The City shall perform a Final Inspection upon completion of all work. The contractor will be allowed to participate in the Final Inspection. All repairs shall be completed by the contractor at his expense prior to issuance of Final Acceptance. 10% retainage will be held from the total amount due the contractor until Final Acceptance of work is issued by the City. The Contractor shall provide all materials, labor, and equipment necessary to perform the work without delay unto completion. PERMITS AND LICENSE$ The Contractor shall procure all permits and licenses, pay all charges, taxes and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. ITB 20-PW02 23 1 Page QC/QA TESTING OF MATERIALS The Contractor will be responsible for all quality control testing (sampling, testing, and inspections) of materials incorporated into the project. All materials and workmanship shall meet appropriate GDOT specifications. Materials quality control testing types will meet GDOT specifications at a frequency equal to or exceeding that set by those specifications. Contractor shall secure the services of a GDOT qualified geotechnical testing firm to perform all required tests. Test results shall be provided to the City promptly as the work progresses. Tests shall meet GDOT Specs for type, method, and frequency. This work shall be considered incidental to the rest of the work and no separate payment will be made. Contractor will be responsible for replacing any work performed with material from rejected sample lot at no cost to the City. UTILITIES Contractor shall be responsible for coordinating any utility relocation necessary to the completion of the work. Contractor is responsible for the materials and labor used for raising of water valves and manholes to the new grade of the paved surface. This work shall be considered incidental. TEMPORARY TRAFFIC CONTROL The Contractor shall, at all times, conduct his work as to assure the least possible obstruction of traffic. The safety and convenience of the general public and the residents along the roadway and the protection of persons and property shall be provided for by the contractor as specified in the State of Georgia, Department of Transportation Standard Specifications Sections 104.05, 107.09 and 150. Traffic whose origin and destination is within the limits of the project shall be provided ingress and egress at all times unless otherwise specified by the City. The ingress and egress includes entrances and exits VIA driveways at various properties, and access to the intersecting roads and streets. The Contractor shall maintain sufficient personnel and equipment (including flaggers and traffic ITB 20-PW02 24 1 Page control signing) on the project at all times, particularly during inclement weather, to ensure that ingress and egress are safely provided when and where needed. Two-way traffic shall be maintained at all times unless otherwise specified or approved by the City. In the event of an emergency situation, the Contractor shall provide access to emergency vehicles and/or emergency personnel through or around the construction area. Any pavement damaged by such an occurrence will be repaired by the Contractor at no additional cost to the City. The Contractor shall furnish, install and maintain all necessary and required barricades, signs and other traffic control devices in accordance with the latest MUTCD and GDOT specifications, and take all necessary precautions for the protection of the workers and safety of the public. All existing signs, markers and other traffic control devices removed or damaged during construction operations will be reinstalled or replaced at the Contractor's expense. At no time will Contractor remove regulatory signing which may cause a hazard to the public. The Contractor shall, within 24 hours place temporary pavement markings (paint or removable tape) matching existing pavement markings on milled or patched pavements. The Contractor shall provide four (4) variable message boards to be placed at the direction of the City. All personnel and equipment required for maintaining temporary traffic control, public convenience and safety will not be paid for separately and shall be incidental to other pay items. PROTECTION AND RESTORATION OF PROPERTY AND LANDSCAPE The Contractor shall be responsible for the preservation of all public and private property, crops, fish ponds, trees, monuments, highway signs and markers, fences, grassed and sodded areas, etc. along and adjacent to the highway, road or street, and shall use every precaution necessary to prevent damage or injury thereto, unless the removal, alteration, or destruction of such property is provided for under the contract. No stone or asphalt chunks shall be left in the right-of-way and topsoil shall be placed in all disturbed areas before grassing. Contractor is responsible for ensuring that all permanent grassing shall match the existing grassing. When or where any direct or indirect damage or injury is done to public or private ITB 20-PW02 25 1 Page property by or on account of any act, omission, neglect or misconduct in the execution of the work, or in consequence of the non -execution thereof by the contractor, he shall restore, at his/her own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, rebuilding or otherwise restoring as may be directed, or she/he shall make good such damage or injury in an acceptable manner. The Contractor shall correct all disturbed areas before retainage will be released. THERMOPLASTIC PAVEMENT MARKINGS This work shall consist of placement of Thermoplastic Pavement Markings. Final (thermoplastic) pavement markings shall be placed at least fifteen (15) calendar days but no more than sixty (60) calendar days after placement of final asphalt lift. These final pavement markings shall match the original pavement markings including center lines, lane lines, turn arrows, crosswalks, stop bars, etc. unless specifically directed otherwise by the City. Final pedestrian crosswalk markings shall adhere to the latest standards. Pavement marking materials shall meet GDOT standard specifications and be on the qualified products list The Contractor shall install temporary paint pavement markings on the reclaimed base course prior to re -opening the roadway until topping is installed. Temporary paint shall also be used on the completed topping course while awaiting the thermoplastic striping. This work will be considered incidental and should be included in the lump sum bid for Traffic Control. CONCRETE SIDEWALKS AND ADA RAMPS This work shall consist of the installation of new 5' sidewalk and ADA compliant ramps. The Contractor will install the new sidewalk in accordance with GDOT Standard Specifications Sections, Article 441. Ramps will be constructed in accordance to GDOT detail A3 that replaces GA Standard 9031 W and must meet Federal ADA standards with regard to slope and grade and shall be constructed using 3000 psi concrete (class A). The Contractor shall inspect the locations specified in the bid to determine the extent of work necessary to construct or upgrade each ramp. The Contractor is to select the ramp type to be used based on the site conditions and configuration of existing sidewalk present unless specifically indicated. In some circumstances the Contractor can install detectable warning panels if existing ramps are constructed to at the proper ITB 20-PW02 26 1 Page grade and slope. Expansion joints shall be placed at an interval of 40 feet on center throughout the sidewalk length and at all interfaces with existing sidewalk or structures. The surface of the sidewalk and subgrade shall not exceed a cross slope of 2%. This slope shall be directed to the street unless otherwise directed by the City. The forms shall be made of steel or wood to insure the accurate maintenance of lines and grades. Flexible strips may be used where necessary on curves. After forms are completely set in place the Contractor shall have the forms inspected by the City prior to pouring concrete. All new concrete sidewalks shall be a minimum of 4 inches thick and shall meet the GDOT specifications for Portland Cement Concrete. The subgrade shall be thoroughly moistened, and the concrete shall be deposited to the proper depth. The concrete along the edges of the forms shall be well spaded against the forms and the concrete shall be struck off until all voids are removed, and the surface has the required grade and cross section. The surface shall be struck off with a straight edge, floated and troweled just enough to produce a smooth dense surface, free from irregularities. Brushing crosswise with a fine hare brush or broom is required to produce a non -slip surface. All joints and edges shall be rounded to a radius of one-quarter (1 /4) inch with an approved finishing tool. The City reserves the right to reject any sidewalk segments not finished in accordance with these standards or finished in a professional and workmanlike manner. All sidewalk sections that are rejected by the city shall be removed and replaced by the Contractor at no additional charge. The Contractor is responsible for protecting the sidewalk from the elements, travel and vandalism. After the concrete has set sufficiently, but not more than three (3) days, the forms shall be removed, and the spaces shall be backfilled with topsoil. The area between the sidewalk and the curb shall be graded to slope toward the curb and allow drainage to flow toward the curb after sod installation. The removal and disposal of existing curb and other concrete to construct or upgrade each ramp and construct sidewalk along with any clearing, grubbing, tree and shrub trimming or removal that impacts construction shall be considered incidental. ITB 20-PW02 27 1 Page CLEANUP All restoration and clean-up work shall be performed daily. Operations shall be suspended if the contractor fails to accomplish restoration and clean-up within an acceptable period of time. Asphalt and other debris shall be removed from gutters, sidewalks, yards, driveways, etc. Failure to perform clean-up activities will result in suspension of the work. EROSION CONTROL It is the responsibility of the Contractor to follow all Federal, State and Local erosion and sediment control laws and specifications. This includes meeting all NPDES guidelines. The Contractor shall serve as the Primary Permittee for this project and is responsible for filing the NOI and all necessary fees associated with it. Erosion/Sediment Control measures shall be installed and maintained by the contractor throughout the duration of the project. The Contractor is responsible for the removal and disposal, off project site, of all installed temporary erosion/sediment control measures when affected areas have been restored to a level where vegetative coverings will minimize erosion. The cost for this will be considered incidental to the project and included in the overall bid. SAFETY Beginning with mobilization and ending with acceptance of work, the Contractor shall be responsible for providing a clean and safe work environment at the project site. The Contractor shall comply with all OSHA regulations as they pertain to this project. ITB 20-PW02 28 1 Page MILTON, t ESTABLISHED [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] Bid Submittal Form - Page 1 of 3 SR 9 Emergency Vehicle Hybrid Beacon Project The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document. In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule. COMPANY AUTHORIZED SIGNATU PRINT / TYPE NAME TITLE ITB 20-PW02 29 1 Page MILTON*k MABusHED 20a [BIDDERS MUST RETURN THIS FORM WITH BED RESPONSE] BID SCHEDULE - Page 2 of 3 150.1000 Traffic Control LS 1 $ 20-0100 Grading Complete LS 1 $ 441.0106 Concrete Sidewalk V SY 10 $ 441.6222 Concrete Curb and Gutter, 8"x 30". Type 2 LF 15 S 441.7014 Curb Cut Wheelchair Ramp, Type D EA 1 $ 639.3004 Steel Strain Pole, Type IV with W Mast Arm EA 2 $ 647.1000 Traffic Signal Installation, NO.1 LS 1 $ 653-1704 Thermoplastic Solid Traffic Stripe, 241N White LF 40 $ 682.6110 Conduit, GRS 1 IN LF 195 $ 682.6233 Conduit Non Metal, Type 3, 2" LF 4S0 $ - 682.9950 Directional Sore 5" LF 90 $ 6829950 I Directional Bore 9" LF 105 $ 9925200 Detectable Warning Surface SF 10 $ - ITB 20-PW02 30 1 E5 ["LIS I I ED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SCHEDULE - Page 3 of 3 Fill out "Unit Price" column, "Total Amount" column and "Total Bid Price" Actual price to the City will be based on actual quantity multiplied by the bid "Unit Price." Print Total Bid Price Number of days to fully complete project (exclude weather related days) ITB 20-PW02 31 1 P a g e GENERAL CONDITIONS Unless otherwise directed, all work performed under this contract shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition), and Special Provisions modifying them, except as noted below. SECTION 101 DEFINITION AND TERMS Section 101.10 Delete as written and substitute the BOARD following: CITY COUNCIL OF CITY OF MILTON, GEORGIA Section 10 1. 14 Delete as written and substitute the COMMISSIONER following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON Section 10 1. 16 Delete the second paragraph and substitute CONTRACT the following: The Contract Documents shall be composed of the Advertisement for Bid; Notice to Contractors; Form of Bid Proposal; General Conditions; Special Provisions; Detail Specifications, as identified in Section 105.03; Form of Contract; Form of Bond(s); Addenda; the drawings, including all changes incorporated herein before their execution; and also any Change Orders and Supplemental Agreements that are required to complete the construction of The Work in an acceptable manner, including authorized extensions thereof, all of which constitute one instrument. No oral agreement or orders are to be considered as valid or as a part of the Contract. Section 101.22 Delete as written and substitute the DEPARTMENT following: PUBLIC WORKS DEPARTMENT CITY OF MILTON Section 101.24 Delete as written and substitute the ENGINEER following: DIRECTOR OF PUBLIC WORKS, CITY ITB 20 -PW 11 32 1 Page Section 101.47 STATE HIGHWAY ENGINEER Section 101.74 SUPPLEMENTAL AGREEMENT Section 101.84 Of MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Delete as written and substitute following: DIRECTOR OF PUBLIC WORKS, CITY OF MILTON, ACTING DIRECTLY OR THROUGH A DULY AUTHORIZED REPRESENTATIVE OF THE DIRECTOR Retain as written and substitute the following: Any Supplemental Agreement that has a dollar value amount that is less than $25,000.00 shall not require the assent of the Surety." Add: DIRECTOR OF PUBLIC WORKS CITY OF MILTON SECTION 102 - BIDDING REQUIREMENTS AND CONDITIONS Section 102.05 EXAMINATION OF PLANS, Add the following paragraph: SPECIFICATIONS, SPECIAL PROVISIONS, "The City will not be responsible for AND SITE OF THE WORK Bidders' errors or misjudgment, nor for any information on local conditions or general laws and regulations." Section 102.07 REJECTION OF PROPOSALS Add the following subparagraphs "L The City reserves the right to reject any and all bids, to waive technicalities, and to make an award as deemed in its best interest. It is understood that all bids are made subject to this Agreement, that the City reserves the right to award the bid to the lowest, responsible Bidder, and in arriving at this decision, full consideration will be given to the reputation of the Bidder, his financial responsibility, and work of this type successfully completed. "J. The City also reserves the right to reject any and all bids from any person, firm, or corporation who is in arrears in any debt or obligation to The City of Milton, Georgia." ITB 20 -PW 11 33 1 Page Section 102.08 PROPOSAL GUARANTY Add Section 102.15 ADDENDA AND INTERPRETATION Section 102.09 DELIVERY OF PROPOSALS: Substitute the following for the first sentence "No bid will be considered unless it is accompanied by an acceptable bid bond an amount not less than five percent (5%) of the amount bid and made payable to City of Milton, Georgia. Such Bid Bond shall be on the forms provided by the City." Delete in its entirety and substitute the following: Bids shall be submitted on the Bid Form provided by the City. The bid package as described in Notice to Contractors, Page 1 must be submitted with the bid. Failure to do so could result in the omission of pertinent documents and the rejection of the apparent low bid." Add the following as 102.15: "No interpretation of the meaning of the Contract Documents will be made orally to any Bidder. Any request for such interpretation should be in writing addressed to the Purchasing Department, The City of Milton 2006 Heritage Walk Milton, Ga. 30004. TEL. 678/242-2500, FAX 678/242- 2499.Each such interpretation shall be given in writing, separately numbered and dated, and furnished to each interested Bidder. Any request not received in time to accomplish such interpretation and distribution will not be accepted. SECTION 103 - AWARD OF AWARD AND EXECUTION OF CONTRACT Section 103.02 AWARD OF CONTRACT Delete in its entirety and substitute the following: "The contract, if awarded, shall be awarded to the lowest responsible bidder. The City of Milton reserves the right to exercise exclusive discretion as to the responsibility of any bidder. ITB 20 -PW 11 34 1 Page Section 103.05 REQUIREMENTS OF CONTRACT BONDS Section 103.07 FAILURE TO EXECUTE CONTRACT The contract shall be executed on the forms attached, will be subject to all requirements of the Contract Document, and shall form a binding Contract between the contracting parties." Delete in its entirety and substitute the following: "At the time of the execution of the contract, and as a part thereof, the successful bidder shall furnish Contract Bond Below: Performance Bond in the full amount of the contract. Payment Bond in the full amount of the contract. Maintenance bond in the amount of one-third (I/3) of the contract. " Delete in its entirety and substitute the following: "Failure to execute the Contract Performance, Payment or Maintenance Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days after the date of Notice of Award of the Contract, may be just cause for the annulment of the award and for the forfeiture of the proposal guaranty to the City of Milton, not as a penalty, but as liquidation of damages sustained. At the discretion of the City, the award may then be made to the next lowest bidder, may be re -advertised, or may be constructed by City forces. The Contract and Contract bonds shall be executed in quadruplicate." SECTION 107 - LEGAL REGULATIONS AND RESPONSIBILITY TO THE PUBLIC Section 107.18 ACQUISITION OF RIGHT OF WAY Add the following paragraph: "The Contractor shall inspect all easements and rights-of-way to ensure that the City has obtained all land and rights-of-way necessary for completion of the Work to be performed pursuant to the Contract Documents. The Contractor shall comply with all stipulations contained in easements acquired by the Department." ITB 20 -PW 11 35 1 Page Section 107.21 CONTRACTORS RESPONSIBILITY FOR UTILITY PROPERTY AND SERVICE SECTION 109 Section 109.07 PARTIAL PAYMENTS Section 109.08 FINAL PAYMENT Add the following sentence to Paragraph A: "The Contractor is responsible for the location of above and below ground Utilities and structures which may be affected by the Work." MEASUREMENT AND PAYMENT Delete the first sentence of the Second Paragraph under `A. General" As long as the gross value of completed work is less than 50% of the total Contract amount, or if the Contractor is not maintaining his construction schedule to the satisfaction of the Engineer, the Department shall retain 10% of the gross value of the work that has been completed as indicated by the current estimate certified by the Engineer for payment. Delete in its entirety and substitute the Following: "Final Payment: Upon completion by the Contractor of the work, including the receipt of any final written submission of the Contractor and the approval thereof by the Department, the CITY will pay the Contractor a sum equal to 100 percent (100%) of the compensation set forth herein, less the total of all previous partial payments, paid or in the process of payment. The Contractor agrees that acceptance of this final payment shall be in full and final settlement of all claims arising against the CITY for work done, materials furnished, costs incurred, or otherwise arising out of this Agreement and shall release the CITY from any and all further claims of whatever nature, whether known or unknown for and on account of said Agreement, and for any and all work done, and labor and materials furnished, in connection with same." ITB 20 -PW 11 36 1 Page 'NOTICE TO CONTRACTORS' EPD AIR QUALITY RULES ON OPEN BURNING REFER TO CHAPTER 391-3-1-02-05 For additional/information, please contact: Georgia Department of Natural Resources Environmental Protection Division Air Protection Branch 4244 International Parkway, Suite 120 Atlanta, GA 30354 404/363-7000; 404/362-2534 - FAX ITB 20 -PW 11 37 1 P ra q e SAMPLE CONTRACT INTENTIONALLY OMITTED Questions & Answers - 1 Project ITB 20-PWI t - SR 9 Emergency Vehicle Hybrid Beacon Buying Organization The City of Milton No Question/Answer Question Date Qt Question: Plans for signal 05/21/2020 When will the plans be published? Answer: A hyperlink for the plans is included in the Scope of Work section of the ITB. i1w.4;11:3rr:ja HOMEOF'•+i b'i-.:LnC, t'� Cis ��FF m, 3FiS•Gw' MI LTONIP, ESTARLISHEP ?(�, CITY OF MILTON INVITATION TO BID (THIS IS NOT AN ORDER) Bid Number: 20-PWI I Project Name: SR 9 Emergency Vehicle Hybrid Beacon Due Date and Time: June 17, 2020 at 2:00 pm EST submitted electronically via Milton's "Pending updates relating to COVID-19 the City may Number of Pages: 104 conduct the bid opening via a virtual meeting. www.cityofmiltonga.us Responding bidders will be emailed a meeting link Special Instructions: should the need to hold this type meeting arise. If you have not registered as a vendor Issue Date: May 21, 2020 City of Milton Public Works Department 2006 Heritage Walk Milton, GA 30004 Phone: 678-242-2500 Fax: 678-242-2499 Website: www.cityofmiltongo.us INSTRUCTIONS TO BIDDERS Electronic Submittal: 'Bids must be Mark Face of Envelope/Package: submitted electronically via Milton's Bid Number: 20-PWI l BidNet procurement portal/platform at Name of Company or Firm www.cityofmiltonga.us sigmnnk- Special Instructions: Bidder FAX Number: If you have not registered as a vendor Deadline for Written Questions via BidNet we encourage you to June 5, 2020 at 5:00 pm register. There is no cost to join, and you I 90ruVtt10) Wilbutnehginttling stn will be notified of any potential bid Submit questions online via the BidNet opportunities with the City of Milton as Direct procurement portal at well as other agencies who are part of www.cityofmiltongo.us the Georgia Purchasing Group. BIDDERS MUST COMPLETE THE FOLLOWING Bidder Name/Address: Authorized Bidder Signatory: Wilburn engineering LLC 55 Millard Farmer Ind. Blvd NL W ria n, & A .9021o.S sigmnnk- Bidder Phone Number: Bidder FAX Number: V7t,42s- 0050 NIA Bidder Federal I.D. Number: Bidder E-mail Address: 21e-4040819 I 90ruVtt10) Wilbutnehginttling stn BIDDERS MUST RETURN THIS COVER SHEET WITH BID.RESPONSE ITB 20 -PW 11 1 1 Page FAILURE TO RETURN THE FOLLOWING BID DOCUMENTS COULD RESULT IN THE BID BEING DEEMED NON-RESPONSIVE AND BEING REJECTED: Item Description Page(s) 1 Filled out and Signed Invitation to Bid (Cover Sheet) 1 2 Bid Form and Addenda Acknowledgement (2 pages) 13-14 3 Bid Bond (3 pages) 15-17 4 Qualifications Signature and Certification 18 5 List of Subcontractors 19 b Contractor Affidavit and Agreement (eVerify) 20 7 Disclosure Form 21 8 Bid Submittal Form (3 pages) 29 INFORMATION AND INSTRUCTIONS The purpose of this solicitation is to enter into a lump sum price "purchasing contract" with one firm to be the primary supplier of the SR 9 Emergency Vehicle Hybrid Beacon, ITB 20-PW11. No specification expressed or implied shall be construed as any type of restrictive specification that would limit competition. Unless clearly shown as "no substitute" or any words to that effect, any items in these contract documents which have been identified, described or referenced by a brand name or trade name are for reference only. Such identification is intended to be descriptive but not restrictive and is to indicate the general quality and characteristics of products that may be offered. Each bid item for which an equivalent item is proposed must be individually identified on the bid sheet with the following information: brand name, model or manufacturer's number or identification regularly used in the trade. Photographs, specifications and cut sheets shall be provided of the proposed alternative. The City shall be the sole judge of the suitability of the proposed alternative and may consider function, design, materials, construction, workmanship, finishes, operating features, overall quality, local service facilities, warranty terms and service or other relevant features. The City reserves the right to cancel the contract at any time with 30 days written ITB 20 -PW 11 7 1 Page ESTABLISHED M [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID FORM and ADDENDA ACKNOWLEDGEMENT TO: PURCHASING OFFICE CITY OF MILTON MILTON. GEORGIA 30004 Ladies and Gentlemen: In compliance with your Invitation To Bid, the undersigned, hereinafter termed the Bidder, proposes to enter into a Contract with the City of Milton, Georgia, to provide the necessary machinery, tools, apparatus, other means of construction, and all materials and labor specified in the Contract Documents or as necessary to complete the Work in the manner therein specified within the time specified, as therein set forth, for: Bid Number 20-PW11 SR 9 Emergency Vehicle Hybrid Beacon The Bidder has carefully examined and fully understands the Contract, Specifications, and other documents hereto attached, has made a personal examination of the Site of the proposed Work, has satisfied himself as to the actual conditions and requirements of the Work, and hereby proposes and agrees that if his bid is accepted, he will contract with the City of Milton in full conformance with the Contract Documents. Unless otherwise directed, all work performed shall be in accordance with the Georgia Department of Transportation Standard Specifications, Construction of Transportation Systems (current edition). It is the intent of this Bid to include all items of construction and all Work called for in the Specifications, or otherwise a part of the Contract Documents. In accordance with the foregoing, the undersigned proposes to furnish and construct the items listed in the attached Bid schedule for the unit prices stated. The Bidder agrees that the cost of any work performed, materials furnished, services provided, or expenses incurred, which are not specifically delineated in the Contract Documents, but which are incidental to the scope, intent, and completion of the Contract, shall be deemed to have been included in the prices bid. The Bidder further proposes and agrees hereby to promptly commence the Work with adequate forces within ten (10) calendar days from the Notice to Proceed, and to ITB 20 -PW 1 1 13 1 Page complete all Work as scheduled in Task Order(s) issued. If weather affects the required completion schedule, the City and selected Bidder will negotiate a new completion date. Attached hereto is an executed Bid Bond in the amount of (Five Percent of Amount Bid). 57 Dollars ($ If this bid shall be accepted by the City of Milton and the undersigned shall fail to execute a satisfactory contract in the form of said proposed Contract, and give satisfactory Performance and Payment Bonds, or furnish satisfactory proof of carriage of the insurance required within ten days from the date of Notice of Award of the Contract, then the City of Milton may, at its option, determine that the undersigned abandoned the Contract and there upon this bid shall be null and void, and the sum stipulated in the attached Bid Bond shall be forfeited to the City of Milton as liquidated damages. Bidder acknowledges receipt of the following addenda: Addendum No. Dat viewed SisWd Bidder further declares that the full name and resident address of Bidder's Principal is as follows: Signed, sealed, and dated this JU day of JUM 20 ZU Bidder Mailing Address: WiMhl Ehgih(( king LLG 55 WWII -r-01Mr Ind. wd- NeWhag 6A 3olpI Bidder lillw'/ 6;Wwwyl,.* (Seal) Company Nam Signature: �! Prirx�ame r i Title: ITB 20 -PW 11 14 1 Page ESTABLIS1 I LD 2006 [BIDDERS MUST RETURN THESE SHEETS WITH BID RESPONSE] BID BOND CITY OF MILTON, GEORGIA BIDDER (Name and Address): v/Z y"H SURETY ( of Principal Place of Business): OWNER (hereinafter referred to as the "City" (Name and Address): City of Milton, Georgia ATTN: Purchasing Office 2006 Heritage Walk Milton, Georgia 30004 BID BID DUE DATE: 6I17IZ4;-0 PROJECT (Brief Description Including 570 c;,Mtrdin BOND SGC A004&01 BOND NUMBER: DATE (Not later that Bid due date): PENAL SUM: (Words) n�/ -too (Figures) IN WITNESS WHEREOF, Surety and Bidder, intending to be legally bound hereby to the City, subject to the terms printed below or on the reverse side hereof, do each cause this Bid Bond to be duly executed on its behalf by its authorized officer, agent or representative. fY�4&01 (Seal) Bidder's Name and Corporate Seal Bv: Signature and Title: Attest: Signature and Title: SURETY SURETY[ /97464,o' (Seal) Surety's Name and Corporate Seal By: Signature and Title: (Attach Power of Attorney) Attest: Signature and Title: ITB 20 -PW 11 15 1 Page Note: (1) Above addresses are to be used for giving any notice required by the terms of this Bid Bond. (2) Any singular reference to Bidder, Surety, the City or any other party shall be considered plural where applicable. 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to pay to the City upon Default of Bidder the penal sum set forth on the face of this Bond. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 The City accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension of that time agreed to in writing by the City) the executed Agreement required by the Bidding Documents and any performance and payment Bonds required by the Bidding Documents; or 3.2 All Bids are rejected by the City; or 3.3 The City fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension of that time agreed to in writing by Bidder and, if applicable, consented to by Surety when required by paragraph 5 hereof), 4. Payment under this Bond will be due and payable upon Default by Bidder within 30 calendar days after receipt by Bidder and Surety of a written Notice of Default from the City, which Notice will be given with reasonable promptness and will identify this Bond and the Project and include a statement of the amount due. 5. Surety waives notice of, as well as any and all defenses based an or arising out of, any time extension to issue a Notice of Award agreed to in writing by the City and Bidder, provided that the total time, including extensions, for issuing a Notice of Award shall not in the aggregate exceed 120 days from Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond either prior to 30 calendar days after the Notice of Default required in paragraph 4 above is received by Bidder and Surety or later than one year after Bid due date. 7. Any suitor action under this Bond shall be commenced only in a court of competent jurisdiction located in the State of Georgia. B. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by ITB 20 -PW 11 16 ( Page personal delivery, commercial courier or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent or representative who executed this Bond on behalf of Surety to execute, seal and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer or proposal, as applicable under the particular circumstances. 12. The terms of this Bid Bond shall be governed by the laws of the State of Georgia. ITB 20 -PW 11 17 1 Page Y AT E SJ June 17, 2020 City of Milton Public Works Department 2006 Heritage Walk Milton, GA 30004 RE: Bid Number: 20-PW11 — Project Name: SR 9 Emergency Vehicle Hybrid Beacon Bid Date — June 17, 2020 RE: Wilburn Engineering, LLC To Whom It May Concern: With this letter, we hereby confirm that this electronically prepared Bond is a good and valid Bond. We are providing this bond in this manner due to the unusual circumstances surrounding the current health care crisis. We will be more than glad to follow up with a hard copy original of this Bond, if required, as soon as circumstances allow. Please let us know if you require an original and we will make every effort to get it to you as soon as possible. Thank you for your understanding and cooperation during these difficult times. Hopefully, things will get back to normal soon. Sincerely, Westfield Insurance Company Kevin M. Neidert Yates Insurance Agency Yates & Woolfotklnsurancc 2800 Century Parkway NE, Suite 300. Atlanta, GA 30345 6001 River Road • Suite 411 • Columbus, Georgia 31904 (404) 633-4321 • Fax (404) 633-1312 (706) 571-0093 • Fax (7061 571-298 Document A31OTM - 2010 Conforms with The American Institute of Architects AIA Document 310 Bid Bond CONTRACTOR: (Name, legal slatusandaddsess) Wilburn Engineering, LLC 55 Millard Farmer Ind. Blvd. Newnan, GA 30263 OWNER: (Naaw. legal stains and addrav City of Milton - Public Works Department 2006 Heritage Walk Milton, GA 30004 SURETY: (Norte, legal srwusand Pnitelpal Place t)fbnd rexs) Westfield Insurance Company P.O. Box 5001 Westfield Center, OH 44251-5001 Mailing Address for Notices BOND AMOUNT: 5% Five Percent of Amount Bid PROJECT: Wanes. location or addr%= and ProJect number, lJm10 Bid Number: 20-PW11 - Project Name: SR 9 Emergency Vehicle Hybrid Beacon This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor. Surety, Owner or other party shall be considered plural where applicable. The Contractor and Surety aro bound to the Owner in the amount set forth above• for the payment of which the Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, as provided herein. Tito conditions of this Bond aro such that if the Owner accepts the bid of the Contractor within the time specified in the bid documents, or within such time period as may be agreed to by the Owner and Contractor, and the Contractor either (1) enters into a contract with the Owner in accordance with the terms of such bid, and gives such bond or bonds as may be specified in the bidding or Contract Docmnents, with a surety admitted in the jurisdiction of the Project and otherwise acceptable to the Owner, for the faithful perfomtonce of such Contract and for the prompt payment of tabor and material furnished in the prosecution thereof, or (2) pays to Ute Owner the difference, not to exceed the amount of this Bond between the amount specified in said bid and such larger amount for which the Owner may in good faith contract with another puny to periumi the work covered by said bid, than this obligation shall be null and void, oUhenvise to remain in full tame and effect. The Surety hereby waives my notice of an ugrecment between the Owner and Contractor to extend Ute time in which the Owner may accept the bid. Waiverof notice by the Surety shall not apply to any extension exceeding sixty (00) days in the aggregate beyond the time lift acceptance of fids specified in the bid documents, and the Owner and Contractor shall obtain the Surety's consent ror an extension beyond sixty (60) days. If this Bond is issued in connection with a subcontractors bid to a Contractor, the tort Contractor in this Bond shall be doomed to be Subcontractor and the term Owner shall be deemed to be Contractor. When this Bond has been I'umished In cu mply with a statutory orother legal requirement in the location ofthe Project, uny provision in this Bond conllioting with said slanaoryur legal requirement shall be deemed deleted herefrom and provisions confomting to such. _ statutory or other legal requirement shall be deemed incorporated herein. When so I'umislied, Elie intent is that this Datil shall be construed us u statutory bund and not as u common law bond. Signed and scaled this 17th day of June, 2020. (if ifnecY) Sandra Lawrence S-005MAS 8110 Wilburn Engineering, LLC (Principal) (seal) 8' Westfield Insurance Company l.Survryjl� Mile) Kevin M. Neidert , Attorney-tn-Fact SEAL General Power of Attorney CERTIFIED COPY Westfield Insurance Co. Westfield National Insurance Co. Ohio Farmers Insurance Co. Westfield Center, Ohio Know All Men b These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURAN E COMPANY, corporations, hereinafter referred to individuallyy as a "Company" and collectively as "Companies," duly organized and existing under the laws of the State of Ohio, and having Its principal offlce In Westfield Center, Medina County, Ohio, do by mese presents make, constitute and appoint Kevin M. Neldert , SEVERALLY of Atlanta and State of GA its true and lawful Attomey-in-Fact, with full power and authority hereby conferred in its name. place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship - Surety Bond No.: Bid Bond Principal: Wilburn Engineering, LLC Obligee: City of Milton - Public Works Department __________________________________________________ __________________ U�L MITA? N: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE 1 E, OR BANK DEPOSITORY BONGS. and to bind any of the Companies thereby as fully and to the same extent as It such bonds were signed by the President, sealed with the corporate seal of the appticable Company and duly attested by its Secretary. hereby ratifying and confirming all that the saitl Attorneys) -in -Fact may do in the ppremises. Said appointment Is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be It Resolved, that the President, any Senior Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall 6e and Is hereby vested with full power and authority to appoint any one or more suitable persons as Attomey(s)-in-Fact to represent and act for and on behalf at the Company subject to the following provisions: The Attorney -in -Fact. may be given full power and authority for and in the name of and on behalf of the Company, to execute. acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of Indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's Ilabillry thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "Be it Further Resolved, that the signature of any such deslgnated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company w(m respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8, 2010). In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed tris 17th day of DECEMBER A.D., 2019 . N ............. Corporate •. OWN...... y•• ��.��ONN. .,1s", P6 .....- �y WESTFIELD INSURANCE COMPANY Seats r;ia`- ��e'YY� ; •G •., 4,,• * er„ WESTFIELD NATIONAL INSURANCE COMPANY Affixed _49+• s aA f •.p OHIO FARMERS INSURANCE COMPANY m p�+�T BTEa /J//t� Eli STAT, _ 5`yL SEAL °m� ir1; o•, 1848 a State of Ohio • ,.,..,....•"•.•,",,; ;,,. By. I County of Medina •, ss,, Garyur, Nation Surety Leader and Senior Executive On this 17th day of DECEMBER A.D.. 2019 . before me did depose and say, that he resides in Hartford, CT; that he COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY an executed the above instrument; that he knows the seals of said they were so affixed by order of the Boards of Directors of sai Notarial...w Seal p1AL S AffixedRPS'••..• � . F z, State of Ohio�o County of Medina ss.: E OF f came Gary W, Stumper to me known, who, being by me duly sworn, 11 Surety Leader and Senior Executive of WESTFIELD INSURANCE RMERS SURANCE COMPANY, the companies described in and which .: that the seals affixed to said instrument are such corporate seals; that s: and that he signed his name thereto by like order. David A. Kotnik, Attorney at Law, Notary Public My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) I. Frank A. Carrino,.Secretary of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect: and furthermore. the resolutions of the Boards of Directors, set out in the Power of Attorney am in full force and effect. In Witness Whereof I have hereunto set my hand and affixed the seals of saitl Companies at Westfield Center, Ohio, this 17th day of June A.D., 20+10. . ,O, ,.. "" NSU N9)% 1w: ti�� Rgti�si. ,�rgaPr •- ;A�iy�,is �@.�.*.!tfyc_F :i SEAT• .oi =N SPAT, �Y IRTER�c I�— {{ /fA : i F _ -t..s ;m_ r.i Lf ""�"�' ` / 1 1t, Srorrary - v3:• •ry& o' 186 ,lb '•+, •''+-��• .++'o= yo•. t ,.•�� Frank A. Carrino, Secretary ..... ........ nnW a .N0 BPOAC2 (combined) (06-02) ESTNBLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] QUALIFICATIONS SIGNATURE AND CERTIFICATION I certify that this offer is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the some materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of the proposal and certify that I am authorized to sign this proposal for the proposer. I further certify that the provisions of the Official Code of Georgia Annotated, including but not limited to Title 32, Chapter 4, Article 4, Part 2 and Sections 45-10-20 et seq. have not been violated and will not be violated in any respect. Authorized Sign Print/Type Print/Type Company Name Here W.o lzam �iyL�ip4 CORPORATE CERTIFICATE I,./►. t �� certify that I am the Secretary of the Corporation named as Contractor in the foregoing bid; that 4lwo Z who signed said bid in behalf of the Contractor, was then (title)es,4'6a 40C of said Corporation; that said bid was duly signed for and in behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers; that said is organized under the laws of the State of C.7COr'9i t This day 20 Z� (Seal) ignature) 2 ITB 20 -PW 11 18 1 Page ESCAOLISI IED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] LIST OF SUBCONTRACTORS I do / do not , propose to subcontract some of the work on this project. I propose to Subcontract work to the following subcontractors: Company Name: Wilburn Engineering 1. Cable -East, Inc. - Directional Boring/Conduit installation 2. Highway Services, LLC - Thermoplastic Pavement Marking 3. Hasbun Construction, LLC - Concrete Flat Work ITB 20 -PW 11 19 1 Pcge ESTABLISHED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] CONTRACTOR AFFIDAVIT AND AGREEMENT STATE OF GEORGIA CITY OF MILTON By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13- 10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A- § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91 (b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: [uu52} eVerify Number II. As -K Date of Authorization Name of Contract SR 9 Emergency Vehicle Hybrid Beacon Project Nome of Project City of Milton, Georaia Name of Public Employer ITB 20 -PW 1 I I hereby declare under penalty of perjury that the foregoing is true and correct. Executed onJUnt , Ij , 201ZOin Nf IAR), 6A (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer .CS✓nn/b�ftQ/4Y�1 /�it SUBSCRIBED AND SWORN BEFORE ME ON THI HE 1I DAY OF JVhf, 204 20 NOTARY PUB (NOTARY SEAL] My Commission Expires: it I 20Page [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] DISCLOSURE FORM This form is for disclosure of campaign contributions and family member relations with City of Milton officials/employees. Please complete this form and return as part of your bid package when it is submitted. Name of Bidder Name and the official position of the Milton Official to whom the campaign contribution was made (Please use a separate form for each official to whom a contribution has been made in the past two (2) years.) List the dollar amount/value and description of each campaign contribution made over the past two (2) years by the Applicant/Opponent to the named Milton Official. Amount/Value NA Nf Description Please list any family member that is currently (or has been employed within the last 9 months) by the City of Milton and your relation: N/A U1 ITB 20-PW02 21 1 Page EST,ARISI'I ED 20()6 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] Bid Submittal Form - Page 1 of 3 SR 9 Emergency Vehicle Hybrid Beacon Project The undersigned, as bidder, declares and represents that it has examined the site of the work and informed himself/herself fully in regard to all conditions pertaining to the place where the work is to be performed, including those conditions affecting the cost of the work and the delivery, handling and storage of materials and equipment. The bidder has examined and read the Bidding Document and has satisfied himself/herself that the Bidding Document is an adequate and acceptable reflection of the work which is required to be performed and that the bidder is willing and able to perform all of the work necessary. The bidder further certifies that no additional information is required to complete the work encompassed by this bid within the cost and schedule established and agreed upon within this bidding document. In compliance with the attached Specification, the undersigned offers and agrees that if this Bid is accepted, by the City Council within One Hundred and Twenty (120) days of the date of Bid opening, that he will furnish any or all of the Items upon which Prices are quoted, at the Price set opposite each Item, delivered to the designated point(s) within the time specified in the Bid Schedule. AUTHORIZED SIGNA PRINT / TYPE NAME TITLE 6;4 i 14to/ ITB 20-PW02 29 1 Page 6J M I L'FO N' a E5TABL15HED 2006 [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SCHEDULE - Page 2 of 3 150.1000 Traffic Control LS 1 D� 5�• a0 4 �Sb(} op 21D-0100 Grading Complete LS 1 3, SQO. 0i $ 3660 441.0108 Concrete Sidewalk 8' SY 10 K m $ 9.50 -e 441.6222 Concrete Curb and Gutter, S"x 38", Type 2 LF 15 60. Qp $ 6 - 441.7014 Curb Cut Wheelchair Ramp, Type D EA 1 920 p0 �9,, $ 97.0 - 639.3004 Steel Strain Pole, Type IV with 60' Mast Arm EA 2/i 7. av 6 330 . 647-1000 Traffic Signal Installation, NO.1 LS 1 3(��.3��. do $ 653.1704 Thermoplastic Solid Traffic Stripe, 241N White LF 40 U 9• S $ 3Y6 -a 682-6110 Conduit, ORB 1 IN LF 195 /O. 00 $ gseaw 662.6233 Conduit Non Metal, Type 3, 2" LF 480 / 3. 670 $ 62 y -00 6819950 Directional Bore 5" LF 90 S.00 S d70 882.9950 Directional Bore 9" LF 105SOO $ j �.� •� 992.5200 Detectable Warning Surface SF 10 2117.00 $ 270 - ITB 20-PW02 30 1 Page [BIDDERS MUST RETURN THIS FORM WITH BID RESPONSE] BID SCHEDULE - Page 3 of 3 Fill out "Unit Price" column, "Total Amount' column and "Total Bid Price" Actual price to the City will be based on actual quantity multiplied by the bid "Unit Price." Print Total Bid Price A 9y • Number of dto fully complete project (exclude weather related days) /4?ays ITB 20-PW02 31 1 Page From: Brandon Oravetz <boravetz@wilburnengineering.com> Sent: Friday, June 19, 202010:24 AM To: Honor Motes <Honor.Motes@citvofmiltonga.us> Cc: Matthew Fallstrom <Matthew.Fallstrom@citvofmiltonga.us>; Brandon Oravetz <boravetz@wilburnengineering.com> Subject: RE: ITB 20-PW11-SR 9 Emergency Vehicle Hybrid Beacon CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Honor, I apologize for the oversight and thank you for the clarification. We do confirm the calculation error and accept the corrected total. Thank you for the opportunity. Attached is our current COI. Please let us know if you need anything else. Thanks again. Best regards, Brandon Oravetz Chief Estimator / Project Manager r Mlrll MWI WiN�M 55 Millard Farmer Industrial Blvd Newnan, GA 30263 Office: 678-423-0050 x1001 Cell: 678-877-5291 Email: boravetz(o)wilburnengineering.com From: Honor Motes <Honor.Motes@citvofmiltonga.us> Sent: Friday, June 19, 2020 9:45 AM To: Brandon Oravetz <boravetz@wilburnengineering.com> Cc: Matthew Fallstrom <Matthew, Fa list rom@citvofmiltonga.us> Subject: RE: ITB 20-PW11 - SR 9 Emergency Vehicle Hybrid Beacon Hi Brandon, We have completed the review of the bids received, and are pleased to inform you that Wilburn Engineering has been selected for Intent to Award. One minor calculation error was discovered in Wilburn's bid. Item #682-6233 was quoted as $6624.00, but should have been $6240. With this correction the new total bid would be $94,555.00. Please confirm this error and acceptance of the corrected total. Once I have your acceptance, I'll begin working on the contract. Please email me a copy of your company's Certificate of Insurance so I can check it for compliancy. The Record of Bids is attached per your request. Please feel free to contact me if you have any questions or concerns. Thank you, Honor Motes Procurement Manager City of Milton 678-242-2507 honor. motesra'tcity ofin i hong a. us ,ilk htto://w .citvofmiItonaa.us "EXHIBIT C" See Exhibits "A"and "B" /°EXHIBITS D.1, D.2 & D.3" YT E S June 25, 2020 City of Milton Public Works Department 2006 Heritage Walk Milton, GA 30004 RE: Principal: Wilburn Engineering, LLC Bond No: 090005V SR 9 Emergency Vehicle Hybrid Beacon Dear Sir/Madam: Please find enclosed the executed Performance and Payment Bonds for the above referenced project. Once the contract date for this project has been determined, please accept this letter as your authority to date the bonds and attached powers of attorney concurrent with the contract date. Should you have any questions, please let us know. Regards, Westfield Insurance Company Kevin M. Neidert Attorney-in-fact enclosure Yates Insurance Agency Yates 8 Woolfolk Insurance 2800 Century Parkway NE, Suite 300 6001 River Road . Suite 411 . Columbus, Georgia 31904 Atlanta, Georgia 30345 (706) 571-0093. Fax (706) 571-2982 (404)633.4321. Fax(404)248-0444 Bond No. 090005V "EXHIBIT D.1" PERFORMANCE BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT Wilburn Engineering. LLC. (as CONTRACTOR, hereinafter referred to as the "Principal"), and Westfield Insurance Company (as SURETY COMPANY, hereinafter referred to as the "CONTRACTOR'S SURETY"), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the "City"), for the use and benefit of the City, in the sum of Ninety-four Thousand Five Hundred Fifty-five dollars ($94,555.00), lawful money of the United States of America, for the payment of which the Principal and the Contractor's Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as SR9 Emergency Vehicle Hybrid Beacon (hereinafter referred to as "the Project"), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the "Contract"). NOW THEREFORE, the conditions of this obligation are as follows: 1. That ifthe Principal shall fully and completely perform each and all of the terms, provisions and requirements of the Contract, including and during the period of any warranties or guarantees required thereunder, and all modifications, amendments, changes, deletions, additions, and alterations thereto that may hereafter be made, and if the Principal and the Contractor's Surety shall indemnify and hold harmless the City from any and all losses, liability and damages, claims, judgments, liens, costs and fees of every description, including but not limited to, any damages for delay, which the City may incur, sustain or suffer by reason of the failure or default on the part of the Principal in the performance of any and all of the terms, provisions, and requirements of the Contract, including all modifications, amendments, changes, deletions, additions, and alterations thereto, and any warranties or guarantees required thereunder, then this obligation shall be void; otherwise to remain in full force and effect; 2. In the event of a failure of performance of the Contract by the Principal, which shall include, but not be limited to, any breach or default of the Contract: a. The Contractor's Surety shall commence performance of its obligations and undertakings under this Bond no later than thirty (30) calendar days after written notice from the City to the Contractor's Surety; and b. The means, method or procedure by which the Contractor's Surety undertakes to perform its obligations under this Bond shall be subject to the advance written approval of the City. The Contractor's Surety hereby waives notice of any and all modifications, omissions, additions, changes, and advance payments or deferred payments in or about the Contract, and agrees that the obligations undertaken by this Bond shall not be impaired in any manner by reason of any such modifications, omissions, additions, changes, and advance payments or deferred payments. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor's Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers or attorneys -in -fact, as set forth below. CONTRACTOR ("Principal"): Wilburn Engineering, LLC By:signature) a n 1,(a+u r►an (print) Title: Attest: (signature) Emily C Amen (print) Title: P4n11njMVcj iVe AssjsiAni- Attest: Sandra Lawrence Title: Witness Date: CONTRACTOR'S SURETY: Westfield Insurance Company (SEAL) i By:jt (signature) Kevin M. Neidert (print) Title: Attorney -In -Fact (SEAL) Date: '(signature) (print) (ATTACH SURETY'S POWER OF ATTORNEY) Bond No. 090005V "EXHIBIT D.2" PAYMENT BOND CITY OF MILTON, GEORGIA KNOW ALL MEN BY THESE PRESENTS THAT Wilburn Engineering, LLC (as CONTRACTOR, hereinafter referred to as the "Principal"), and Westfield Insurance Company (as SURETY COMPANY, hereinafter referred to as the "Contractor's Surety"), are held and firmly bound unto City of Milton, Georgia (as OWNER, hereinafter referred to as the "City"), for the use and benefit of any "Claimant," as hereinafter defined, in the sum of Ninety-four Thousand Five Hundred Fifty-five dollars ($94,555.00) , lawful money of the United States of America, for the payment of which the Principal and the Contractor's Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, fainly by these presents. WHEREAS, the Principal has entered, or is about to enter, into a certain written agreement with the City for the construction of a project known as SR9 Emergency Vehicle Hybrid Beacon (hereinafter referred to as "the Project"), which agreement is incorporated herein by reference in its entirety (hereinafter referred to as the "Contract"). NOW THEREFORE, the condition of this obligation is such that if the Principal shall promptly make payment to any Claimant, as hereinafter defined, for all labor, services, and materials used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise to remain in full force and effect. A "Claimant" shall be defined herein as any subcontractor, person, party, partnership, corporation, or other entity furnishing labor, services, or materials used or reasonably required for use in the performance of the Contract, without regard to whether such labor, services, or materials were sold, leased, or rented, and without regard to whether such Claimant is or is not in privity of the Contract with the Principal or any subcontractor performing Work on the Project. In the event of any claim made by the Claimant against the City, or the filing of a lien against the property of the City affected by the Contract, the Contractor's Surety shall either settle or resolve the claim and shall remove any such lien by bond or otherwise as provided in the Contract. The Parties further expressly agree that any action on this Bond may be brought within the time allowed by Georgia law for suit on contracts under seal. IN WITNESS WHEREOF, the Principal and Contractor's Surety have hereunto affixed their corporate seals and caused this obligation to be signed by their duly authorized officers, as set forth below. [SIGNATURES ON FOLLOWING PAGE] CONTRACTOR: Wilburn Engineering, LLC Bye afore) Jason uothetman (printed) Title: Date: U 2tr 7ov Attest: (signature) �rn�iy C G01 (Printed) Title: AdMim9"i1vt VlMht CONTRACTOR'S SURETY: (SEAL) Westfield Insurance Company L By ���// ((�� 1�` (signature) Kevin M. Neidert (printed) Title: Attorney -In -Fact (SEAL) Date: Attest: .J&W4Q,, 4aa (signature) Sandra Lawrence (printed) Title: Witness Date: (ATTACH SURETY'S POWER OF ATTORNEY) THIS POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER III AND ISSUED PRIOR TO 061`11118, FOR ANY PERSON OR PERSONS NAMED BELOW. General POWER NO. 1011352 15 Power Westfield Insurance Co. of Attorney Westfield National Insurance Co. CERTIFIED COPY Ohio Farmers Insurance Co. Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to Individually as a 'Company' and collectively as 'Companles,' duly organized and existing under the laws of the State of Ohio, and having Its principal office in Westfield Center, Medina County, Ohio, do by these presents make, constitute and appoint P. D. YATES, 111, ALAN R. YATES, KEVIN M. NEIDERT, MICHAEL L ANGEL, BETSY J. HOLMES, MARIE M. HARTLEY, MICHAEL S. BRICKNER, BRIAN K. HUGHES, DANIEL YATES, GARY SPULLER, DANA D. RUTLEDGE, TINA MARSH, JOINTLY OR SEVERALLY of ATLANTA and State of GA its true and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred in Its name, place and stead, to execute, acknowledge and deliver art/ and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ _ _ _ _ _ LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE 5117GRARTEB, OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as If such bons were signed by the President, sealed with the corporate seal of the applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorneys) -In -Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: 'Be It Resolved, that the President, any Senior Executive, any Secretary or any Fidelity & Surety Operations Executive or other Executive shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorneys) -In -Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney -In -Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such Instruments so executed by any such Attorney -In -Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary.' "Be it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which It Is attached: (Each adopted at a meeting held on February 8, 2000). In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presentsto be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 11th day of MAY A.D., 2018 . . Corporate, ."^"...,.n Seals �rj' �'B..-•AC "` P[��Na( PN•,,, t,S WESTFIELD INSURANCE COMPANY o'-• +. P .=•' sp ; WESTFIELD NATIONAL INSURANCE COMPANY Affixed v • da. a Q. aark} Nit Go �.: '•.�' ; 007 i OHI -9 FARMERS INSURANCE COMPANY y Nt ✓� ry '-ie SEAL tm_ ?tge� 1848 -21 State of Ohio ...•"'•• � ` Dennie P. Baus, National Surety Leader and County of Medina ss.: Senior Executive On this 11th day of MAY A.D., 2018 , before me personally came Dennis P. Baus to me known, who, being by me duly sworn, did depose and say, that he resides in Wooster, Ohio; that he Is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, the companies described in and which executed the above instrument; that he knows the seals of said Companies; that the seals affixed to said Instrument are such corporate seals; that they were so affixed by order of the Boards of Directors of said Companies; and that he signed his name thereto by like order. Notarial .,,,,.•.coy, —�dlo� Seal pr 11 LL//ll%%/�//`Jr' Affixed p 11 \\`1tj/%SF 2? I � State of Ohio County of Medina ss.: David A. Kotnik, Attorney at Law, Notary Public My Commission Does Not Expire (Sec. 147.03 Ohio Revised Code) I, Frank A. Carting, Secretary of WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing Is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect and furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this day of BPOAC7. (combined) (06-02) _ =�?ex��reo�, t f,� '�•; '"/t SEAL iv'v'•. ?moi:, =.zi••, r 1849 :•-' a : _mss sat7at erY Frank A. Gervino, Secretary BPOAC7. (combined) (06-02) STATE OF GQOY Iq COUNTY OF /°EXHIBIT G.1" CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton has registered with, is authorized to use, and uses the federal work authorization program commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period, and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: l 5q l 1 hereby declare under penalty of perjury that the Federal Work Authorization User Identification foregoing is true and correct. Number Executed on,Une is , 2020 in Newnah `I' 0$ •0 1 (city), GA (state). Date of Authorization r o orized Officer or Agent Wilburn Engineering, LLC Name of Contractor awn Lea'WIf.4'man CEO SR9 Emergency Vehicle Hybrid Beacon Name of Project City of Milton, Georgia Name of Public Employer Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE �'S DAY OF Un -,2070. Notary Publi [NOTARY SEAL] My Commission Expires: O�A- `lAM SUBCONTRACTOR AFFIDAVIT STATE OF Georgia COUNTY OF Barrow 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 Wilburn Engineering, LLC 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: 229530 Federal Work Authorization User Identification Number July 13, 2007 Date of Authorization Cable East Inc. Name of Subcontractor SR9 Emergency Vehicle Hybrid Beacon Name of Project City of Milton, Georgia Name of Public Employer I hereby declare under penalty of perjury that the foregoing is the and correct. Executed on June 29_, 20120 in _(city), Ga, state). Statham e4vi 70" - Signature of Authorized Officer or Agent Chris Ferguson - Operations Manager Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWO O.� un S THE q DA ,201-0 NOTARY PUBLIC [NOTARY SEAL] My Commission Expires: Ao(-)USf. 13, ). MEussq O)> �� COMMS FAL �L m n C OGw. GEORG\P/ "EXHIBIT G.2" SUBCONTRACTOR AFFIDAVIT STATE OF GEORGIA COUNTY OF FULTON 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 Wilburn Engineering, LLC 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 areas follows: 1559732 Federal Work Authorization User Identification Number 06/2512020 Date of Authorization Hasbun Construction, LLC Name of Subcontractor SR9 Emergency Vehicle Hybrid Beacon 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 06 2_<520 E�@ inMilton (city), G+ (state). Signatur of Autho fid Officer or Agent Jose R Hasbun Printed Name and Title of Authorized Officer or Agent SUBSCRIBED ME "EXHIBIT G.2" SUBCONTRACTOR AFFIDAVIT ATE OF _ )UNTY OF y executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 1, stating affirmatively that the individual, firm or corporation which is engaged in the physical erformance of services under a contract with Wilburn Engineering, LLC on behalf of the City of Milton as registered with, is authorized to use, and uses the federal work authorization program commonly known E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and ,adlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue use the federal work authorization program throughout the contract period, and the undersigned ibcontractor will contract for the physical performance of services in satisfaction of such contract only ith sub -subcontractors who present an affidavit to the subcontractor with the information required by .C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of 1 affidavit from a sub -subcontractor to the contractor within five (S) business clays of receipt. If the idersigned subcontractor receives notice that a sub -subcontractor has received an affidavit from any other )ntracted sub -subcontractor, the undersigned subcontractor must forward, within five (5) business days of ceipt, a copy of the notice to the contractor. bcontractor hereby attests that its federal work authorization user identification number and date of thorization are as follows: 92906 aderal umber Work Authorization User Identification Late of Authorization IGHWAY SERVICES INC Name of Subcontractor S 9 Emergency Vehicle Hybrid Beacon ame of Project I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on JUNE 26 , 20213 in DVL (city), GA (state}. r 1A IS UZ A4al Signatur of Au Sofized Officer or Agent KIM B COLEMAN, PRESIDENT Printed Name and Title of Authorized Officer or Agent I WHILUn, ueorga SUBSCRIBED AND SWORN BEFORE ME of Public EmployerAli HIS THE DAY OF ,20 (a Do A _4,e4_ TARY PUBLIC [NOTARY SEAL] My Commission Expires: :0 "LSC 6 ern "EXHIBIT H" See Exhibit "EXHIBIT I" ADDITIONAL PAYMENT TERMS A. Defined Terms. Terms used in this Agreement shall have their ordinary meaning, unless otherwise defined below or elsewhere in the Contract Documents. (i) "Substantial Completion" means when the Work or designated portion thereof is complete in accordance with the Contract Documents so that any remaining Work includes only (1) Minor Items that can be completed or corrected within the following thirty (30) calendar days, (2) Permitted Incomplete Work that will be completed by the date agreed upon by the Parties, and (3) any Warranty Work. Substantial Completion shall require complete operation of all applicable building systems including, but not limited to, mechanical, electrical, plumbing, fire protection, fire alarm, telecom, data, security, elevators, life safety, and accessibility (if any). (ii) "Minor Item" means a portion or element of the Work that can be totally complete within thirty (30) calendar days. (iii) "Permitted Incomplete Work" means Work that is incomplete through no fault of the Contractor, as determined by the City in its sole discretion. (iv) "Final Completion" means when the Work has been completed in accordance with terms and conditions of the Contract Documents. B. Payment for Work Completed and Costs Incurred. City agrees to pay the Contractor for the Work performed and costs incurred by Contractor upon certification by the Contract Administrator and the City that the Work was actually performed and costs actually incurred in accordance with this Agreement. Payment shall be based on the value of the Work completed, as provided in the Contract Documents, plus the value of materials and equipment suitably stored, insured, and protected at the construction site, and, only if approved in writing by the City (which approval shall be given at the sole discretion of the City), such materials and equipment suitably stored, insured, and protected off site at a location approved by the City in writing, less retainage (as described below). Compensation for Work performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Work performed and costs incurred, along with all supporting documents required by the Contract Documents or requested by the City to process the invoice. Invoices shall be submitted on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. Each invoice shall be accompanied by an Interim Waiver and Release upon Payment (or a Waiver and Release upon fmal payment in the case of the invoice for final payment) procured by the Contractor from all subcontractors in accordance with O.C.G.A. § 44-14-366. The City shall pay the Contractor within thirty (30) calendar days after approval of the invoice by City staff, less any retainage as described in Section D below. No payments will be made for unauthorized work. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand -delivered, though the Contractor may arrange to pick up payments directly from the City or may make written requests for the City to deliver payments to the Contractor by Federal Express delivery at the Contractor's expense. C. Evaluation of Payment Requests. The Contract Administrator will evaluate the Contractor's applications for payment and will either issue to the City a Certificate for Payment (with a copy of the Contractor's application for payment) for such amount as the Contract Administrator determines is properly due, or notify the Contractor and City in writing of the Contract Administrator's reasons for withholding certification in whole or in part. The Contract Administrator may reject Work that does not conform to the Contract Documents and may withhold a Certificate of Payment in whole or in part, to the extent reasonably necessary to protect the City. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. Even following a Certificate of Payment, the City shall have the right to refuse payment of any invoice or part thereof that is not properly supported, or where requests for payment for Work or costs are in excess of the actual Work performed or costs incurred, or where the Work product provided is unacceptable or not in conformity with the Contract Documents, as determined by the City in its sole discretion. The City shall pay each such invoice or portion thereof as approved, provided that neither the approval or payment of any such invoice, nor partial or entire use or occupancy of the Project by the City, shall be considered to be evidence of performance by the Contractor to the point indicated by such invoice, or of receipt or acceptance by the City of Work covered by such invoice, where such work is not in accordance with the Contract Documents. D. Final Payment and Retainage. The City and Contractor shall comply with the provisions of O.C.G.A. § 13-10-80. The Contractor through each invoice may request payment of no more than ninety percent (90%) of that portion of the Work completed during the term covered by such invoice until fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City. Payment for the remaining ten percent (10%) of Work completed and covered by such invoices shall be retained by the City until Substantial Completion. Once fifty percent (50%) of the Maximum Contract Price, as may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to the City, no additional retainage shall be withheld, except as provided below. All amounts retained by the City shall be held as a lump sum until Substantial Completion of the Work, regardless of earlier completion of individual component(s) of the Work; provided, however, that, at the discretion of the City and with the written approval of the Contractor, the retainage of each subcontractor may be released separately as the subcontractor completes his or her work. If, after discontinuing the retention, the City determines that the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level. If retention is resumed by the City, the Contractor and subcontractors shall be entitled to resume withholding retainage accordingly. At Substantial Completion of the Work and as the Contract Administrator determines the Work to be reasonably satisfactory, the City shall, within 30 days after the invoice and other appropriate documentation as may be required by the Contract Documents are provided to the City, pay the retainage to the Contractor. If at that time there are any remaining incomplete Minor Items or Permitted Incomplete Work, an amount equal to 200 percent of the value of each Minor Item or Permitted Incomplete Work, as determined by the Contract Administrator in its sole discretion, shall be withheld until such item, items or work are completed. The reduced retainage shall be shared by the Contractor and subcontractors as their interests may appear. The Contractor shall, within ten (10) days from its receipt of retainage from the City, pass through payments to subcontractors and shall reduce each subcontractor's retainage in the same manner as the Contractor's retainage is reduced by the City; provided, however, that the value of each subcontractor's work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the subcontractor is proceeding satisfactorily and the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the Contractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. The subcontractor shall, within ten (10) days from the subcontractor's receipt of retainage from the Contractor, pass through payments to lower tier subcontractors and shall reduce each lower tier subcontractor's retainage in the same manner as the subcontractor's retainage is reduced by the Contractor; provided, however, that the value of each lower tier subcontractor's work complete and in place equals fifty percent (50%) of his or her subcontract value, including approved Change Orders and other additions to the subcontract value; provided, further, that the work of the lower tier subcontractor is proceeding satisfactorily and the lower tier subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work including any warranty work as the subcontractor in his or her reasonable discretion may require, including, but not limited to, a payment and performance bond. Final payment of any retained amounts to the Contractor shall be made after certification by the Contract Administrator that the Work has been satisfactorily completed and is accepted in accordance with the Agreement and Contract Documents. Neither final payment nor any remaining retainage shall become due until the Contractor submits to the Contract Administrator (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or City property might be responsible or encumbered (less amounts withheld by City) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance, required by the Contract Documents to remain in force after final payment, is currently in effect and will not be canceled or allowed to expire until at least thirty (30) calendar days prior written notice has been given to the City; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) a release or waiver of liens, claims, security interests, and encumbrances by all subcontractors and material suppliers, and (6), if required by the City, other data establishing payment or satisfaction of obligations, such as receipts, to the extent and in such form as may be designated by the City. If a subcontractor or material supplier refuses to furnish a release or waiver as required by the City, the Contractor may furnish a bond satisfactory to the City to indemnify the City against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the City all money that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of claims by that payee, except those claims previously made in writing and identified by that payee as unsettled at the time of final application for payment. "EXHIBIT P Reserved "EXHIBIT K" The City will be Administering the Contract Itself ra"111:110� See Exhibit A "EXHIBIT M" Contractor Responsibility for Proiect and Worksite During Construction Maintenance of Worksite: The Contractor shall maintain the Project and the surrounding worksite from the Commencement Date until Final Completion of the Project. Such maintenance duties include, but shall not be limited to, continuous and effective prosecution of the Work day by day with adequate equipment and forces to ensure that the roadway or structures within the Project worksite are kept in satisfactory condition at all times. All existing guard rail, signs, pavement, pavement markings, bridge handrail, traffic control devices and other safety appurtenances that are not subject to removal or relocation in the completion of the Work shall also be maintained in a safe and satisfactory condition. The Contractor shall not allow vegetative growth at any time to obstruct signs, delineation, traffic movements, or sight distance. The Contractor shall, as necessary to keep the worksite clean and clear of all litter and debris, clean up and remove litter and debris. The Contractor shall, at intervals not to exceed 6 months, remove all weeds from around guard rail, barrier, poles, standards, utility facilities, and other structures, and cut or trim trees, bushes, or tall grass. These requirements shall apply to all areas within the Project worksite (i.e., the Project termini and lateral limits). All maintenance costs during construction and before the Work is accepted will be included in the Maximum Contract Price (and any individual flat fee or unit prices), and the Contractor will not be paid any additional compensation for such maintenance services. 2. Repair of Worksite and Private Property In the Case of Damage: From the Commencement Date until the Final Completion, the Contractor shall take every precaution against injury or damage to any part of the Project and the surrounding worksite by any cause whatsoever. The Contractor shall rebuild, repair, restore, and make good al I injuries or damages to any portion of the Project or the worksite (with the exception of injury or damage caused by the sole negligence of the Owner) before Final Completion and shall bear the expense thereof. In case of suspension of Work from any cause whatsoever, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Project, provide for normal drainage and shall erect any necessary temporary structures, signs, or other facilities at its expense. Where the City elects to carry out a portion of the Work, in accordance with Section I I (A)(ii) of the Agreement, the City will determine if certain precautions are unnecessary and may be waived in that instance. The Contractor shall also take every precaution against injury or damage to private property in or around the worksite and shall repair or replace any private property damaged (directly or indirectly) by the Work. For purposes of progress payments and retainage calculation, and except where otherwise approved by the City in writing, damage to the Project or the worksite shall be repaired to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. Further, except where otherwise approved by the City in writing, any damage to private property in or around the worksite, which damage is caused by the Contractor, shall be repaired or otherwise addressed to the satisfaction of the City before the Work shall be deemed to have increased in value such that any further progress payments are due to the Contractor. 3. Roadway Maintenance and Repair Duties in Relation to Traffic Activity: If the Project requires that traffic be maintained through the Project worksite during the prosecution of the Work, the Contractor shall assume all responsibility for damage to the Project and surrounding worksite caused by such traffic until Final Completion of the Work. If the Work requires that traffic be relocated to an alternate roadway or the Project is constructed on a new location, the Contractor shall be responsible for all damage to the Project and the worksite until the City directs that the Project be opened to traffic. At that time, the Contractor will no longer be responsible for traffic -related damage to the Project or worksite other than damage attributable to the Contractor's actions or inadequate construction. CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of a Professional Services Agreement between the City of Milton and Southern Actuarial Services to Perform Actuarial Services for the City’s Defined Benefit Pension Plan MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X August 17, 2020 X X To: Honorable Mayor and City Council Members From: Sam Trager, Human Resources Director Date: Submitted August 11, 2020 for the August 17, 2020 Regular City Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Southern Actuarial Services to Perform Actuarial Services for the City’s Defined Benefit Pension Plan _____________________________________________________________________________________ Department Recommendation: Approval. Executive Summary: Southern Actuarial Services will provide services to include: (1) Review the most recent actuarial valuation for subject plan and comment on the actuarial assumptions and methodology used to determine the City's required contribution to the plan; (2) Make a recommendation as to whether the current City contributions to the plan are sufficient and develop a long-term contribution rate based on alternative assumptions and/or methodologies (if appropriate) that is intended to fund the plan without undo fluctuations in the contribution rate over time; and (3) Review and comment on the cost of two early retirement options that have been prepared by the actuary for the plan. Through this PSA, the selected vendor will provide advice and direction for funding of our defined benefit pension plan. Procurement Summary: Purchasing method used: Professional Services Account Number: 100-1540-52120000 Requisition Total: Fees are not expected to exceed $2,500. Financial Review: Bernadette Harvill, August 11, 2020 Legal Review: Sam VanVolkenburgh, Jarrard & Davis, August 7, 2020 Concurrent Review: Steve Krokoff, City Manager Attachment: Professional Services Agreement 1 PROFESSIONAL SERVICES AGREEMENT – SHORT FORM Actuarial Services – Retirement Plan 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 Southern Actuarial Services Company, Inc., a Georgia corporation, having its principal place of business at 68 Jopena Boulevard, Hoschton, Georgia 30548 (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 actuarial services for the City of Milton’s retirement plan (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 December 31, 2020 (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 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 2 for Work performed and reimbursement for costs incurred shall not, in any case, exceed $2,500.00 (the “Maximum Contract Price”), except as outlined in Section 4 above. The compensation for Work performed shall be based upon the number of hours expended at the hourly rate of $400.00 per hour. 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 on a monthly basis, and such invoices shall reflect costs incurred versus costs budgeted. 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. __Charles T. Carr_ 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. Responsibility of Consultant and Indemnification of City. Consultant covenants and agrees to take and assume all responsibility for the Work rendered in connection with this Agreement. Consultant shall bear all losses and damages directly or indirectly resulting to it and/or City on account of the performance or character of the Work rendered pursuant to this Agreement. Consultant shall defend, indemnify and hold harmless City and City’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys and volunteers (individually an “Indemnified Party” and collectively “Indemnified Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful, negligent or tortious act or omission arising out of the Work, performance of contracted services, or operations by Consultant, any subcontractor, anyone directly or indirectly employed by Consultant or subcontractor or anyone for whose acts or omissions Consultant or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by a party indemnified hereunder; provided that this indemnity obligation shall only apply to the extent Liabilities are caused by or 3 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 li ability 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. 4 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.] [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. § 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. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, work product and other materials, including, but not limited to, those in electronic form, prepared or in the process of being prepared for the Work to be performed by Consultant (“Materials”) shall be the property of City, and City shall be entitled to full access and copies of all Materials in the form prescribed by City. Any 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 agains t any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed or belief, political affiliation, 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 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, 5 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 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 drafti ng 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 inclu ding 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] 6 CONSULTANT: Southern Actuarial Services Company, Inc. Signature: ___________________________________ Print Name: _____________________________ Title: [CIRCLE ONE] President/Vice President (Corporation) [CORPORATE SEAL] (required if corporation) Attest/Witness: Signature: _______________________________ Print Name: _____________________________ Title: __________________________________ (Assistant) Corporate Secretary (required if corporation) CITY OF MILTON, GEORGIA RATIFIED BY COUNCIL __________________________________ ______________________________ By: Steven Krokoff, City Manager By: Joe Lockwood, Mayor [CITY SEAL] Attest: Signature: ________________________________ Print Name: ______________________________ Title: City Clerk Approved as to form: _______________________________ City Attorney EXHIBIT “A” SOUAIRN _= ACTUARIAL == SLRVICLS July 28, 2020 Mr. Sam Trager Director of Human Resources City of Milton 2006 Heritage Walk Milton, GA 30004 Re: City of Milton Retirement Plan Dear Sam: POST OFFIG BOX 868343 ATLANTA, GEORGIA 30356-0343 TEIEPNONE 710.392.0980 FACSIwuE i O.392.2193 In response to your request, I am writing this letter to provide a fee estimate for the following services: (1) Review the most recent actuarial valuation for subject plan and comment on the actuarial assumptions and methodology used to determine the City's required contribution to the plan: (2) Make a recommendation as to whether the current City contributions to the plan are sufficient and develop a long-term contribution rate based on alternative assumptions and/or methodologies (if appropriate) that is intended to fund the plan without undo fluctuations in the contribution rate over time; and (3) Review and comment on the cost of two early retirement options that have been prepared by the actuary for the plan. Our fee to provide the cited services will be based on the number of hours involved in the project multiplied by our standard hourly rate of $400.00 per hour. Assuming that I am not required to prepare a formal presentation or attend an in-person meeting to discuss the results of my review, I estimate that our fee will fall into the range of $1,500 to $2,500. Obviously, it is difficult to know at this point how much time will be involved in the project. If it appears that our fee will exceed $2,500, I will let you know in advance and give you the opportunity to change the parameters of the project or approve an additional amount. OUR OFFICE 15 LOCATED AT 68 30PINA BOULEVARD, NOS(UTON, GEORGIA 30548 Mr. Sam Trager City of Milton July 28, 2020 If you have any questions, please do not hesitate to call me. Sincerely, Charles T. Carr Consulting Actuary Page 2 EXHIBIT “B” EXHIBIT “C” STATE OF ____________ COUNTY OF ___________ CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13 -10-91, stating affirmatively that the individual, firm, or corporation which is engaged in the physical performance of services on behalf of the City of Milton, 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 _________________________________ Date of Authorization Southern Actuarial Services Company, Inc Name of Contractor Actuarial Services – Retirement Plan 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 “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 Southern Actuarial Services Company, Inc. (name of contractor) 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 auth orization 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 Actuarial Services – Retirement Plan 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: _________________________________ CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 13, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Approval of a Subdivision Plats and Revisions: Name of Development / Location Action Comments / # lots Total Acres Density 1. 13645 Freemanville Road LL915 & 916 Minor Plat Subdivided from 13645 Freemanville Road – Two Lots 18.364 0.109 lots / Acre 2. Hansard, Hewitt and Carter 14875,14905,14915 Thompson Rd LL603 Minor Plat Reconfigure property lines – 3 Lots 3.78 0.79 lots / acre MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO X X X APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ August 17, 2020 To: Honorable Mayor and City Council Members From: Parag Agrawal, Community Development Director Date: Submitted on August 6, 2020 for the August 17, 2020 Regular Council Meeting Agenda Item: Approval of Subdivision Plats and Revisions ____________________________________________________________________________ Department Recommendation: To approve the subdivision related plat 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 13645 Freemanville Road minor plat described herein consists of an 18.364- acre parcel located at 13645 Freemanville Road to be subdivided into 2 lots. The size of the lots are 1.354 acres and 17.010 acres. 2. The Hansard, Hewitt, Conrad minor plat described herein consists of a 3.78-acre parcel located at 14875, 14905 and 14915 Thompson Road to reconfigure property lines. The size of the lots range from 1.046 acres – 1.387 acres. Funding and Fiscal Impact: None. Alternatives: Do not approve. Legal Review: None – not required. Concurrent Review: Steven Krokoff, City Manager Consent Agenda Plats Staff Memo Page 2 of 6 Attachment(s): Plat List, Location Map, Plats Name of Development / Location Action Comments / # lots Total Acres Density 1. 13645 Freemanville Road LL915 & 916 Minor Plat Subdivided from 13645 Freemanville Road – Two Lots 18.364 0.109 lots / Acre 2. Hansard, Hewitt and Carter 14875,14905,14915 Thompson Rd LL603 Minor Plat Reconfigure property lines – 3 Lots 3.78 0.79 lots / acre Consent Agenda Plats Staff Memo Page 3 of 6 Consent Agenda Plats Staff Memo Page 4 of 6 Consent Agenda Plats Staff Memo Page 5 of 6 Consent Agenda Plats Staff Memo Page 6 of 6 To: Honorable Mayor and City Council Members From: Parag Agrawal, Community Development Director Date: Submitted on August 6, 2020 for the August 17, 2020 Regular Council Meeting Agenda Item: Approval of Subdivision Plats and Revisions ____________________________________________________________________________ Department Recommendation: To approve the subdivision related plat 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 13645 Freemanville Road minor plat described herein consists of an 18.364- acre parcel located at 13645 Freemanville Road to be subdivided into 2 lots. The size of the lots are 1.354 acres and 17.010 acres. 2. The Hansard, Hewitt, Conrad minor plat described herein consists of a 3.78-acre parcel located at 14875, 14905 and 14915 Thompson Road to reconfigure property lines. The size of the lots range from 1.046 acres – 1.387 acres. Funding and Fiscal Impact: None. Alternatives: Do not approve. Legal Review: None – not required. Concurrent Review: Steven Krokoff, City Manager Consent Agenda Plats Staff Memo Page 2 of 6 Attachment(s): Plat List, Location Map, Plats Name of Development / Location Action Comments / # lots Total Acres Density 1. 13645 Freemanville Road LL915 & 916 Minor Plat Subdivided from 13645 Freemanville Road – Two Lots 18.364 0.109 lots / Acre 2. Hansard, Hewitt and Carter 14875,14905,14915 Thompson Rd LL603 Minor Plat Reconfigure property lines – 3 Lots 3.78 0.79 lots / acre Consent Agenda Plats Staff Memo Page 3 of 6 Consent Agenda Plats Staff Memo Page 4 of 6 Consent Agenda Plats Staff Memo Page 5 of 6 Consent Agenda Plats Staff Memo Page 6 of 6 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-10 to Amend Sec 64-1 Definitions as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X August 17, 2020 X X X From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 RZ20-10 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 1 of 1 Sec. 64-1. - Definitions. (a) Scope. Words not defined herein shall be construed to have the meaning given by Merriam -Webster's Collegiate Dictionary, eleventh edition. (b) Use and interpretation. The following shall apply to the use of all words in this zoning ordinance: (1) Words used in the present tense shall include the future tense. (2) Words used in the singular shall include the plural and vice versa. (3) The word "shall" is mandatory. (4) The word "may" is permissive. (5) The nouns "zone," "zoning district" and "district" have the same meaning and refer to the zoning districts established by this zoning ordinance. (6) The phrase "used for" shall include the phrases "arranged for," "designed for," "intended for," "maintained for" and "occupied for." (c) Terms. Nonstructural consumer fireworks retail sales facility means a trailer towed by a motor vehicle or a tent, canopy, or membrane (any thin, flexible or foldable layer of material used to block sun, wind or water) structure in which consumer fireworks are offered for sale to the public. Roadside vending means the sale of merchandise such as clothing, crafts, household item, firewood, etc., from a temporary table or cart but excluding a temporary consumer fireworks retail sales facility. Temporary consumer fireworks retail sales facility means a temporary building or structure that is used primarily for the retail display and sale of consumer fireworks to the public. Excluded from this definition is any nonstructural consumer fireworks retail sales facility. STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ20-10 AN ORDINANCE TO AMEND SEC. 64-1 OF CHAPTER 64 ZONING ORDINANCE – DEFINITIONS BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on September 9, 2020 at 6:00 p.m. as follows: SECTION 1. That the amendment of Sec. 64-1, provide for additional definitions as they relate to “temporary consumer fireworks retail sales facilities” within the City of Milton Zoning Ordinance is hereby adopted and approved; and is attached hereto as if fully set forth herein, and; SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 9th day of September, 2020. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-11 to Amend Sec 64-775 – Use Regulations – C1 (Community Business) as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X X X August 17, 2020 From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 RZ20-11 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 1 of 4 DIVISION 18. - C-1 COMMUNITY BUSINESS DISTRICT Sec. 64-774. - Scope and intent. The regulations set forth in this division are the C-1 district regulations. Article IX should be consulted to determine uses and minimum standards for uses allowed by administrative permits or use permits. The C-1 district is intended to provide locations in which neighborhood and community -oriented retail and service activities conclude a transition, or land areas which complement a transition into a more intense activity area. Complementary noncommercial uses are also permitted. Sec. 64-775. - Use regulations. Within the C-1 district, land and structures shall be used in accordance with standards herein. Any use not specifically designated as permitted shall be prohibited. (1) Permitted uses. Structures and land may be used for only the following purposes: a. Apartment, above or behind commercial and office uses in the same building. b. Art gallery. c. Assembly hall. d. Automotive parking lot. e. Automotive specialty shop. f. Catering, carryout and delivery. g. Church, temple or other place of worship. h. Clinic. i. Commercial amusement, indoor. j. Convalescent center/nursing home/hospice. k. Day care facility. l. Delicatessen. m. Financial establishment. n. Funeral home. o. Garage, automobile repair, except painting, body repair and overhaul of major components. p. Gasoline stations with or without convenience stores. q. Group residence. r. Gymnasium. s. Health club/spa. t. Hotel. u. Landscaping business, garden center. v. Laundry and dry cleaning shop (excluding Laundromats). w. Lawn service businesses. RZ20-11 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 2 of 4 x. Library. y. Millinery or similar trade whenever products are sold retail, exclusively on the site wh ere produced. z. Motel. aa. Museum. bb. Office. cc. Parking garage/deck. dd. Parking lot. ee. Personal care home. ff. Pet grooming (no overnight stay). gg. Photography studio. hh. Plant nursery. ii. Printing shop, convenience. jj. Repair shop, not involving any manufacturing on the site. kk. Research laboratory. ll. Restaurant. mm. Retail store or shop not to include Roadside vending or Temporary consumer fireworks retail sales facilities. nn. School of business, dance, music or similar school. oo. Service station, except that repair and service offerings shall not include painting, body repair nor overhaul of major components, and no portion of the site shall be used for the display of cars for sale. pp. Stadium. qq. Telecommunications facility per Section 54 of the Milton City Code. rr. Theater. (2) Accessory uses. Structures and land may be used for uses customarily incidental to any permitted use and a dwelling may be used for a home occupation. Automobile and/or moving truck rental may be used in accessory to a permitted use. Not more than 45 percent of the floor area of a building or land may be devoted to storage incidental to primary uses. (Ord. No. 11-06-100, § 1, 6-20-2011) Sec. 64-776. - Development standards. (a) Height regulations. No structure shall exceed the higher of four stories or 60 feet in height except as approved pursuant to article IX. (b) Minimum front yard shall be 40 feet. (c) Minimum side yard shall be as follows: (1) Adjacent to interior lot lines: 25 feet for dwellings. RZ20-11 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 3 of 4 (2) None for all other buildings. See article III of this zoning ordinance for buffer and landscape requirements. (3) For all buildings adjacent to streets: 40 feet. (d) Minimum rear yard shall be as follows: (1) Adjacent to interior lot lines: 25 feet for dwellings. (2) None for all other buildings. See article III of this zoning ordinance for buffer and landscape requirements. (e) Minimum lot area shall be as follows: (1) Single-family dwelling: 18,000 square feet. (2) Two-family dwelling: 18,000 square feet. (3) Multifamily dwelling, including a unit above or behind a commercial use: 2,500 square feet. (4) All other buildings: no minimum. (f) Minimum heated floor area per unit shall be as follows: (1) Single-family dwelling: 1,100 square feet. (2) Two-family dwelling: 800 square feet. (3) Multifamily dwelling: 700 square feet. (4) Efficiency apartment: 450 square feet. (g) Minimum lot frontage shall be 35 feet adjoining a street. (h) Minimum accessory structure requirements: (1) Single-family and two-family uses. Accessory structures may be located in the rear yard only but shall not be located within a minimum yard. (2) Other use. Accessory structures shall not be located in the minimum front yard. (i) Gasoline stations. (1) Gasoline station canopies and fuel pumps: a. Shall be located to the side, or rear of the principal structure. b. Fuel pump canopies shall be located the greater of: 1. Three hundred feet from any interior side or rear lot line that adjoins a lot that contains a residential structure; or 2. One hundred feet from any property zoned AG-1, R-1, R-2, R-2A, R-3, R-3A, R-4, R- 4A, R-5, R-5A, R-6, MIX with a residential component, or CUP. (2) There shall be no more than eight fuel pumps allowed on the site. (3) Fuel pump canopy shall have a minimum 6:12 pitch roof subject to the approval of the design review board. (4) Fuel pump canopies shall not exceed 14 feet in height as measured to the soffit. (5) Fuel pump canopies shall be compatible with the color, texture, material, and architectural design of the principal structure. RZ20-11 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 4 of 4 (6) Fuel pump canopy support columns shall be compatible with the color, texture, and material of the facade of the principal structure. (7) Fuel pump canopies, canopy support columns, and fuel pumps shall not be internally illuminated. (8) There shall be no carwash or emission inspection station located on the same parcel with the gasoline station. (9) Any parcel on which a pump is located must have a principal structure of not les s than 1,600 square feet located thereon. (10) Lighting shall be shielded to direct light and glare onto the parcel where the gas/fueling station is located. (11) Intercom or speaker systems shall only be utilized for the purpose of communications between employees and customers and shall direct sound away from adjacent residential structures. (12) Location, number, and size of the following uses shall be approved by the Design Review Board: air pumps, vacuums, and charging stations. (13) Definitions: a. Fuel pump , also known as a "fueling position," means any device used for the sale of fuel for motor vehicles. A single fuel pump is a fuel pump that can serve only one vehicle at a time. The number of pumps on a single device is determined by the maximum number of vehicles that can be serviced at the same time. b. Emission inspection station means any permanent or temporary structure that provide the service of inspecting automobile emissions as required by the State of Georgia. c. Car wash means an area or structure equipped with facilities for washing automobiles. ( Ord. No. 18-09-375 , § 1, 9-24-2018) Sec. 64-777. - Other regulations. The following headings contain provisions applicable to the C-1 district: (1) Development regulations: article XVII of this zoning ordinance. (2) Exceptions: article II, division 3 of this zoning ordinance. (3) Floodplain management: article IV of this zoning ordinance. (4) Off-street parking and loading: article VIII of this zoning ordinance. (5) Outside storage: article II, division 2 of this zoning ordi nance. (6) Landscape area and buffer regulations: article III of this zoning ordinance. (7) River protection: Metropolitan River Protection Act, O.C.G.A. § 12-5-440 et seq. (8) Signs: article XVI of this zoning ordinance. (9) Noise study report: section 64-2131. Secs. 64-778—64-796. - Reserved. STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ20-11 AN ORDINANCE TO AMEND SEC. 64-775 OF THE ZONING ORDINANCE (CHAPTER 64 OF THE CITY CODE) – C-1 (Community Business) BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on September 9, 2020 at 6:00 p.m. as follows: SECTION 1. That the amendment of Sec. 64-775, excluding “temporary consumer fireworks retail sales facilities” as a permitted use is hereby adopted and approved; and is attached hereto as if fully set forth herein, and; SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 9th day of September, 2020. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-12 to Create 64-1608.1 “Temporary Consumer Fireworks Retail Sales Facilities” Administrative Use Permit MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X X X August 17, 2020 From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, and Create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 RZ20-12 – Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 1 of 3 Sec. 64-1608. - Seasonal business use. (a) Required districts. CUP (with a commercial component), MIX (with a commercial component), C -1, C-2, M-1A, M-1, and M-2. Crabapple Form Based Code - T5 Transect Zone, Deerfield Form Based Code – T5 and T6 Transect Zones. Allowable in AG-1 and residentially zoned districts only when the property is occupied by a church, school, lodge/retreat, farm, plant nursery, or as approved by the community development director for uses compatible with AG-1 district permitted uses, existing as a conforming or a lawful nonconforming nonresidential use. The issuance of this permit does not constitute an expansion or extension of a nonconforming use. (b) Standards. (1) An administrative permit shall not be issued for the same seasonal business use more than once in any calendar year. Said seasonal business use must correlate to a calendar holiday or event. Said permit shall not exceed a total of 30 consecutive days for each use. Said permit must be posted on site such that it is visible from the street. An application for said permit shall be made no less than 14 days prior to the event. Example: One permit may be issued for the sale of Christmas trees for a maximum of 30 consecutive days. A second permit may be issued for the sale of pumpkins for a maximum of 30 consecutive days. (2) The hours of operation shall be 8:00 a.m. to 8:00 p.m., Sunday through Thursday, and 8:00 a.m. to 10:00 p.m., Friday through Saturday. (3) Two copies of a drawing, no larger in size than 11 inches by 17 inches, with dimensions (distances in feet) of the activity's location from the site's property lines and other minimum distance requirements as specified by this section shall be submitted to the community development department for approval. Said drawing shall also depict north arrow, curb cuts and traffic patterns. (4) The applicant shall provide a notarized written permission statement of the property owner or lease holder of the subject site to the community development department. A 24 -hour contact number of the property owner or leaseholder shall be provided along with permit application. (5) The property on which the roadside vendor is permitted must be located at least 1,500 feet from a permanent business or another vendor which offers the same or similar merchandise as that of the vendor. The vendor shall provide names of all established businesses which sell similar or the same merchandise within 1,500 feet of the proposed vendor site. (6) Any display or sales activity shall maintain a minimum 20-foot setback from the right-of-way and shall not be located within a required landscape strip or buffer. Said displays shall also maintain a minimum setback of ten feet from any internal drive or permitted curb cut. (7) A minimum of six parking spaces shall be provided for the exclusive use of the seaso nal business and shall not occupy the minimum required parking spaces for any other use on site. (8) No temporary sanitary facility or trash receptacle may be located within 100 feet of a property line of a residential use. (9) No tent, table or other temporary structure shall be located within 100 feet of a residential structure. Sales from vehicles are prohibited. a. Tents less than 5,000 square feet do not require a building permit; b. Tents equal to or greater than 5,000 square feet require structural plan review and a building permit. All tents are subject to the fire department’s approval RZ20-12 – Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 2 of 3 (10) No equipment, vehicle, display or sales activity shall block access to a public facility such as a telephone booth, mail box, parking meter, fire hydrant, fire alarm box, traffic control box, driveway or other access point. (11) A sound level of 65 dBA shall not be exceeded at adjacent property lines of any residential use. (12) Signage shall be in accordance with article XVI of this zoning ordinance. Sec. 64-1608.1 – Temporary consumer fireworks retail sales facilities (a) Required districts. Crabapple Form Based Code T5 Transect Zone, Deerfield Form Based Code T5 and T6 Transect Zones. Not allowable elsewhere. (b)Standards. (1) The permit shall not exceed a total of 30 consecutive days for each use. (2) Said permit must be posted on site such that it is visible from the street. An application for said permit shall be made no less than 30 days prior to the start of use. (3) The hours of operation shall be 8:00 a.m. to 8:00 p.m. (4) Two copies of a drawing, no larger in size than 11 inches by 17 inches, with dimensions (distances in feet) of the activity's location from the site's property lines and other minimum distance requirements as specified by this section shall be submitted to the community development department for approval in coordination with the City Fire Marshal. Said drawing shall also depict north arrow, curb cuts and traffic patterns. After issuance of the permit, a site and facility inspection are required by the Fire Marshal prior to commencement of sales. (5) The applicant shall provide a notarized written permission statement of the property owner or lease holder of the subject site to the community development department. A 24-hour contact number of the property owner or leaseholder shall be provided along with permit application. (6) The property on which the temporary consumer fireworks retail sales facility is permitted must be located at least 1,500 feet from a permanent business or another vendor which offers the same or similar merchandise as that of the vendor. The vendor shall provide names of all established businesses which sell similar or the same merchandise within 1,500 feet of the proposed vendor site. (7) The facility shall be located within 1,000 feet of a fire hydrant, unless the Fire Chief or designee of the Milton Fire Department in writing authorizes operation in excess of 1,000 feet. (8) Any display or sales activity shall maintain a minimum 20-foot setback from the right-of- way and shall not be located within a required landscape strip or buffer. Said displays shall also maintain a minimum setback of ten feet from any internal drive or permitted curb cut. RZ20-12 – Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 3 of 3 (9)A minimum of six parking spaces shall be provided for the exclusive use of the temporary consumer fireworks retail sales facility and shall not occupy the minimum required parking spaces for any other use on site. (10) No equipment, vehicle, display or sales activity shall block access to a public facility such as a telephone booth, mailbox, parking meter, fire hydrant, fire alarm box, traffic control box, driveway or other access point. (11) Vending shall not be permitted from any vehicle or from a trailer towed by a motor vehicle or from a tent, canopy, or membrane structure. (12) Temporary consumer fireworks retail sales facilities shall not be located within three hundred (300) feet of the property line of a nursing home, hospital, other health care facility, day care facility, school, residential dwelling, equestrian facility, active farm, or veterinary facility. (13) Temporary consumer fireworks retail sales facilities shall be no larger than 800 square feet in size and 15 feet in height as measured from average grade to the top of the roof. (a.) Facility shall only be white or off-white in color. (b.) No lettering or graphic shall be allowed on the Facility, except for signage required by this ordinance or otherwise required by law. (c.) Only one (1) 24 square foot temporary banner is permitted and shall be black, white, or off white in color. (d) The retail display area shall contain such signage as may be required by law. (14) Temporary consumer fireworks retail sales facilities shall conform to all applicable state law, fire code, and building regulations including NFPA 1124, 2006 edition. (Ord. No. 14-06-209, § 1, 6-16-2014) STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ20-12 AN ORDINANCE TO AMEND SEC. 64-1608 AND CREATE 64-1608.1 OF THE ZONING ORDINANCE (CHAPTER 64 OF THE CITY CODE) – ADMINISTRATIVE PERMITS BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on September 9, 2020 at 6:00 p.m. as follows: SECTION 1. That the amendment of Sec. 64-1608 and Sec. 64-1608.1 to create an administrative permit “temporary consumer fireworks retail sales facilities” is hereby adopted and approved; and is attached hereto as if fully set forth herein, and; SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 9th day of September, 2020. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-13 to Amend Article XIX – Crabapple Form Based Code, Definitions Article 6.1 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ August 17, 2020 X X X X From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-14 to Amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X X X August 17, 2020 From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 Crabapple Form Based Code RZ20-14 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 1 of 1 TABLE 9: - Specific Function and Use. This table expands the categories of Table 8 to delegate specific Functions and uses within Transect Zones. Additionally, the use allowances and requirements in Article IX (Administrative Permits and Use Permits) apply to this Article. STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ20-14 AN ORDINANCE TO AMEND ARTICLE XIX- CRABAPPLE FORM BASED CODE ARTICLE 5, TABLE 9 OF THE ZONING ORDINANCE (CHAPTER 64 OF THE CITY CODE) BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on September 9, 2020 at 6:00 p.m. as follows: SECTION 1. That the amendment of Article XIX, Crabapple Form Based Code, Article 5, Table 9 (retail) is hereby adopted and approved; and is attached hereto as if fully set forth herein, and; SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 9th day of September, 2020. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 13, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-15 to Amend Article XX – Deerfield Form Based Code, Definitions Article 6.1 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X August 17, 2020 X X From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of RZ20-16 to Amend Article XX – Deerfield Form Based Code, Article 5, Table 10 as it Relates to the Creation of Temporary Consumer Fireworks Retail Sales Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ August 17, 2020 X X X X From: Parag Agrawal, AICP, Community Development Director To: Honorable Mayor and City Council Members Re: Consideration of Zoning Text Amendments – RZ20-10 – To amend Sec. 64-1 Definitions RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) RZ20-12 To amend Sec. 64-1608, create Sec. 64-1608.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 Date: August 11, 2020 for the September 9, 2020 Mayor and City Council Meeting (August 17, 2020 First Presentation) Department Recommendation: The Community Development Department recommends approval of the proposed text amendments with exception to RZ20-13 and RZ20-15 which Staff recommends withdrawing based on no longer needing these sections to be amended. Executive Summary: The purpose of this group of text amendments is to create a separate Administrative Permit solely for “temporary consumer fireworks retail sales facility, and to “clean up” the “Seasonal Business Use” to include limited Form Based Code Transect Zones. The following is a short description of each text amendment and how they contribute to the overall goal described above. Page 2 of 4 RZ20-10 – To amend Sec. 64-1 Definitions • A new definition of “nonstructural consumer fireworks retail sales facility” is created to be an excluded use in all zoning districts. Staff will be initiating a text amendment to Sec. 64-395 “Uses Prohibited in All Zoning Districts” for the upcoming zoning cycle. • A new definition of “temporary consumer fireworks retail sales facilities”. • Within the definition of “roadside vending”, it excludes temporary consumer fireworks retail sales facility. RZ20-11 – To amend Sec. 64-775 Use regulations – C-1 (Community Business) • Excludes “temporary consumer fireworks retail sales facilities” from the C-1 (Community Business) zoning district. Staff notes that there are only a handful of locations zoned C-1 within the City. The Birmingham Crossroads area has C-1 within the four corners. RZ20-12 – To amend Sec. 64-1609 and to create 64-1609.1 “Temporary consumer fireworks retail sales facilities” Administrative Permit • Under “Seasonal Business Use” (Sec. 64-1609) added Crabapple Form Based Code T5 Transect zone and Deerfield Form Based Code T5 and T6 Transect zones. • Creates the new Administrative Permit and development regulations that includes permitting the use within the Crabapple Form Based Code T5 Transect zone; Deerfield Form Based Code, T5 and T6 Transect zones. o The permit dictates design standards including color, size, signage, required distance from other temporary consumer fireworks retail sales facility and agricultural related uses such as farms and veterinary uses. RZ20-13 – To withdraw Article XIX – Crabapple Form Based Code, Definitions • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. Page 3 of 4 RZ20-14 – To amend Article XIX – Crabapple Form Based Code, Article 5, Table 9 • Added verbiage that allows administrative permits and use permits to be applied to the Table 9 of the Crabapple Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. RZ20-15 – To withdraw Article XX – Deerfield Form Based Code, Definitions Article 6.1 • After further consideration, this item is no longer required and therefore recommend Withdrawal of RZ20-13. RZ20-16 – To amend Article XX – Deerfield Form Based Code, Article 5, Table 10 • Added verbiage that allows administrative permits and use permits to be applied to the Table 10 of the Deerfield Form Based Code. This eliminated the need to include listing every use permitted with an administrative permit or use permit. Planning Commission Meeting on July 22, 2020 The Fire Marshal, Alex Fortner and the City Attorney, Sam VanVolkenburgh were present at the meeting to provide insight and technical assistance to the Planning Commission. After a lengthy discussion with Staff, the Planning Commission recommended Approval of the proposed text amendments unanimously and recommended withdrawal of RZ20-13 and RZ20-15 as recommended by Staff. The Planning Commission proposed that for RZ20-12 the distance requirement from the temporary consumer fireworks retail sales facilities include the following uses: healthcare facilities, equestrian and veterinarian facilities and active farms. These have been included in the proposed text amendment RZ20-12. Funding and Fiscal Impact: There will be no impact. Legal Review: Sam VanVolkenburgh, Jarrard & Davis (July 2020) Concurrent Review: Steve Krokoff, City Manager Page 4 of 4 Attachment(s): Text Amendments and Ordinances for RZ20-10, RZ20-11, RZ20-12, RZ20-14, and RZ20-16 Deerfield Form Based Code RZ20-16 - Text Amendment prepared by the Community Development Department for the Mayor and City Council Meeting on September 9, 2020 (First Presentation on August 17, 2020) Page 1 of 1 Table 10: - Specific Function and Use. This table expands the categories of Table 9 to delegate specific Functions and uses within Transect Zones. Additionally, the use allowances and requirements in Article IX (Administrative Permits and Use Permits) apply to this Article. STATE OF GEORGIA ORDINANCE____ COUNTY OF FULTON RZ20-16 AN ORDINANCE TO AMEND ARTICLE XX- DEERFIELD FORM BASED CODE ARTICLE 5, TABLE 10 OF THE ZONING ORDINANCE (CHAPTER 64 OF THE CITY CODE) BE IT ORDAINED by the City Council of the City of Milton, GA while in a regularly called council meeting on September 9, 2020 at 6:00 p.m. as follows: SECTION 1. That the amendment of Article XX, Deerfield Form Based Code, Article 5, Table 10 is hereby adopted and approved; and is attached hereto as if fully set forth herein, and; SECTION 2. All ordinances, parts of ordinances, or regulations in conflict herewith are repealed. SECTION 3. That this Ordinance shall become effective upon its adoption. ORDAINED this the 9th day of September, 2020. ____________________________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 12, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of a Resolution to Accept the Milton Community Trail Prioritization Plan Facilities MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ August 17, 2020 X X X X To: Honorable Mayor and City Council Members From: Parag Agrawal, Director Community Development Date: Submitted on August 10, 2020 for the August 17, 2020 Regular Council Meeting Agenda Item: Consideration of a Resolution to Accept the Milton Community Trail Prioritization Plan ______________________________________________________________________________ Department Recommendation: Approval Executive Summary: On May 21, 2018 the City entered into an agreement with consulting firm Kimley-Horn and Associates, Inc., (Consultant) to conduct a planning study that included a trail alignment component. Starting in June 2019, the project team began meeting with the twenty-five (25) member Trail Advisory Committee to gather direction for the Plan. Several rounds of community input meetings were conducted to determine the desires of the community. The extensive planning process included four (4) meetings, plus two (2) site visits with the Committee, four (4) target group meetings with over eighty (80) participants, three (3) open house meetings, plus meetings with the City’s Art Council and Equestrian Committee, three (3) city council briefings and over a thousand (1,000+) citizen respondents to surveys. The Plan represents the community’s prioritization for the implementation of trail segments in Crabapple, Deerfield, Birmingham Park and two Greenspace Bond purchased land referred to as the Preserve at Cooper Sandy and the Preserve at Lackey Road. These priority areas were identified at the first meeting of the Trail Advisory Committee meeting. The project team was also asked to include areas of bike/pedestrian safety concern citywide. The Plan lays out a phased approach for trail implementation with realistic budget considerations in the short- term, mid-term, and long-term. In addition to the city council briefings a city council work session was held on July 6 to discuss the draft Plan. Comments heard at this meeting have been evaluated and accommodated in the Plan. Approval of this resolution allows the city to have a documented and accepted plan to start the implementation phase of trail construction. Funding and Fiscal Impact: None Alternatives: None Legal Review: Paul Frickey – Jarrard & Davis 08-11-2020 Concurrent Review: Steve Krokoff Attachment(s): Draft of the Milton Community Trail Prioritization Plan dated August 2020 Resolution to Accept the Milton Community Trail Prioritization Plan STATE OF GEORGIA RESOLUTION NO. COUNTY OF FULTON A RESOLUTION TO ACCEPT THE MILTON COMMUNITY TRAIL PRIORITIZATION PLAN BE IT RESOLVED by the City Council and the Mayor of the City of Milton, GA while in a Regular Meeting on August 17, 2020 at 6:00 p.m. as follows: 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 that included a trail alignment component, and WHEREAS; starting in June 2019, the project team began meeting with the twenty-five (25) member Trail Advisory Committee to gather direction for a Trail Plan update, and WHEREAS; the project team conducted an extensive community engagement process, taking comments from over one thousand (1,000) residents, and WHEREAS; the Plan represents the community’s prioritization for the implementation of trail segments in Crabapple, Deerfield, Birmingham Park and two Greenspace Bond purchased land referred to as the Preserve at Cooper Sandy and the Preserve at Lackey Road, and WHEREAS; after several rounds of community input meetings the draft plan that documented the input provided by the community was presented at a council work session on July 6, 2020, and NOW THEREFORE BE IT RESOLVED, that the Milton Community Trail Prioritization Plan is accepted. RESOLVED this 17th day of August 2020. __________________________ Mayor Joe Lockwood Attest: _______________________________ Sudie AM Gordon, City Clerk jo lip AA v .!S tib►, 10 , fe;. r.� r �r, `�. ..- �^� -,.•rte ';� >�T1. �r'�' +! i+e �y' �`• ... ♦. � gyp. •. �►- •.,�` '�`:(�(r'`r�•t • '� i) sf/ :� �ya� sir • a" a aN �,i 1A :.1 id !$r''�^e.•. _ tort sF it �S i 4w ��,�� � �,• ,` yr� `,ate .�. v �.�__ 1 3 "+•..�., - - •j� �'" --� fit" � _ • PWA y� '00" Jq oul MILTON COMMUNITY %RAIL PRIORITIZATION FLAN AUGUST 17, 2020 M � � � � � MILTON TRAILS ADVISORY COMMITTEE Brian Maloney, Committee Chair Josh Barnes Roy Blackwell Suzanne Cassada Lisa Cauley Lee Curt Amy Peters Scott Sawyer Julie Shannon Candace Tenhundfeld Allen Tetley Mandy Tinsley Steve Wheeler Colt Whittall "it was an honor to Chair Milton's first trails Jeff Dufresne committee in 2007 that laid the foundation Jeff Gribble for trails in Milton. As Chair of the Milton Trails Kim Horne Advisory Committee for the 2020 Trail Plan update, the committee worked with the Jan Jacobus community and the project team to diligently Christy McWhorter identify and prioritize specific trail sections. The Trail Advisory Committee wants to see the Donna Mitiska-Johnson bicycle and pedestrian facilities prioritized in Paul Moore Crabapple and Deerfield areas, trails completed Mike Moss in Birmingham Park and in greenspace preserves, and the citywide safety concerns Mark Murphy addressed. The 2020 Trail Plan update also looks Hodge Patel at the funding sources, and it is an action plan to Tom Pemble get the trails built quickly for Milton residents to enjoy." Brian Maloney, Committee Chair Amy Peters Scott Sawyer Julie Shannon Candace Tenhundfeld Allen Tetley Mandy Tinsley Steve Wheeler Colt Whittall 7A -BLE OF CONTENTS EXECUTIVE SUMMARY INTRODUCTION 2 THE PROCESS 5 MILTON TRAILS SUBAREAS 16 CRABAPPLE AREA 17 DEERFIELD AREA 21 BIRMINGHAM PARK 25 PRESERVE AT COOPER SANDY 29 PRESERVE AT LACKEY ROAD 33 AREAS OF SAFETY CONCERN 37 OTHER POLICY AND DESIGN CONSIDERATIONS 42 CONTINUING DISCUSSIONS 45 CONCLUSIONS 45 T. EXECUTIVE r -s YdM1,: fUMMARY The Milton Community Trail Prioritization Plan summarizes the planning process that was completed to guide the implementation of trail, sidepath, and sidewalk projects throughout the City of Milton over the next ten years and beyond. The scope of this planning process included three primary tasks: Existing Conditions, Concept Development, and Prioritization and Action Plan. Community input was an essential component of the process to ensure that the overall vision for trail projects in the City of Milton aligns with the values of the community. The Milton Trails Advisory Committee was established to assist with the project and represent the perspective of the Milton community. The Committee met with the Team throughout each stage of the project and engaged in hands-on activities and productive discussions. These meetings resulted in key input regarding the Trail Priorities during Task 1, proposed projects and concepts during Task 2, and project prioritization and funding allocation during Task 3. The Trail Priorities, which guided the remainder of the planning process, are the following: 1. Bicycle and pedestrian facilities within and connecting to Crabapple Area 2. Bicycle and pedestrian facilities within and connecting to Deerfield Area 3. Trails in Birmingham Park and Greenspace Bond Fund properties 4. Citywide Areas of Safety Concern 17 Milton Trails Subareas Birmingham Park Deerfield Area Preserve at Cooper Sandy Preserve at Crabapple Area Lackey Road Pictured above: Citywide map highlighting the five targeted subareas: Crabapple, Deerfield, Birmingham Park, Preserve at Cooper Sandy, and the Preserve at Lackey Road The technical aspects of this planning process are summarized with three primary elements: site visits and data collection, alignment and concept development, and an engineering feasibility and cost analysis. The data collection element included an evaluation c Greenspace Bc determined the and Preserve a for trail concep properties, alor Area, Deerfield Concern, form which concept extensive comr group meeting: to gather feed[ and activities. T which was gair Committee, the the Milton Publi feedback of th houses and coi The combinatic projects for ea( Concept Plan r Safety Concerr and pedestrian subarea-specifi policy and desi elements, acce The Milton Corr pedestrian-rela bicycle safety c Deerfield and ti Preserve at Lac values and des ❑m 16 i •; 177 jI�1 111 1 S 1 - ''�; A 17 1 - x-S.� N. - �l�y°,� P - _.j��Y: y4 �:.,.,f g! 1•� J Yi.i I�,y. J; r��.'. '.{ l �, s�.l A. yt.� •'- 7 � /' � 1 b_ >( ... f^ ` t t � y i', Y` 1'i"� r +'.. ))�Y ' 7.. i�y+•� ,f� y;.f�1 :_1; - � �h �' \ •� �� S � � '+���" _�-^ kyr y ^ 'b� )INTRODUCTION The City of Milton, Georgia, established in 2006, is known for its strong sense of community and high quality of life. Milton residents enjoy the rural character of the City and feel strongly about respecting their rural heritage. Although the population of Milton is growing, the City strives to approach growth and development of all kinds in an intentional manner. Public spaces have a strong influence on quality of life and sense of community. These spaces allow people to gather and make memories at baseball games, birthday parties, and more. The City of Milton is committed also to providing passive recreational spaces for residents to ride horses, walk dogs, or exercise in a beautiful and natural setting. It is becoming more desirable to have the ability to walk or bike to these destinations, as the form of transportation used has the potential to further improve the experience. Walking, biking, and other modes alternative to driving a vehicle, are shown to have substantial economic and public health benefits. More and more communities in the Atlanta area are beginning to invest in alternative transportation infrastructure like trails with the goal of providing their residents a safe option to walk or bike to destinations including schools, restaurants, parks, and other public and private spaces. The City of Milton historically has had a strong desire for parks and trails. As the City grows and invests in more public spaces, the City Council and staff felt it was appropriate to revisit and re-evaluate past trail planning efforts. If planned effectively, trails have the ability to complement other public spaces and provide tremendous benefits to a community. The objective of the Milton Community Trail Prioritization Plan is to guide and prioritize trail and other pedestrian -related infrastructure investments in targeted locations within the City over the next ten years and beyond. The Plan was developed with extensive community engagement as it is critical that the planned trails and pedestrian -related infrastructure investments align with the desires and values of the community. 11 OVERVIEW OF THE PROCESS The Milton Community Trail Prioritization Plan was initiated by the City to re-evaluate past trail planning efforts to ensure that the plan for trails aligns with the current interests of the community. The Consultant Team was tasked with leading this effort by the Project Management Team (PMT) who represented the City of Milton. The Consultant Team worked closely with the PMT from the beginning of June 2019 to August 2020 to develop this Plan according to a schedule including three tasks: Existing Conditions, Concept Development, and Trail Prioritization and Action Plan. The timeline below displays the analysis and meetings that occurred during each task. I = 0 0 Task 1: Task 2: Task 3: Existing Conditions Concept Development [Prioritization and Action Plan • Review Previous Plans Develop Draft Trail Develop Project Costing and • Analyze Existing Conditions Concepts Phasing Plan • Establish the Goals & Priorities • Trails Advisory Committee Meetings #I and #2 • City Council Briefing/ Community Open House # 1 • Milton Equestrian Committee Meeting • Target Group Meetings (4) • City Council Briefing/ Community Open House #2 • Develop Final Plan Document • Milton Public Art Commission Meeting • Trails Advisory Committee Meetings #3 and #4 • City Council Briefings #3 and #4 The City of Milton has a long history of a desire for parks and trails, which is evident by the community input from past planning efforts such as the two mentioned below. The following graphics illustrate the feedback that supports the need to create an updated action plan for trail and pedestrian projects in the City. ACCORDING TO 2016 MILTON COMPREHENSIVE TRANSPORTATION PLAN (CTP) 50% of respondents use sidewalks 95% of respondents said they would be more likely to walk/bike if improvements were made 42% of respondents use trails Out of eight transportation priorities, residents chose walking and bike second only to vehicle 8% of respondents use travel bicycle facilities ACCORDING TO 2019 CITY OF MILTON COMPREHENSIVE PARKS AND RECREATION MASTER PLAN 85% of respondents used walking, hiking, and biking trails during the past year An estimated 6,241 of the 12,590 households in the City of Milton have unmet needs for walking, hiking, and biking trails 56% of respondents chose walking, hiking, and 77% of respondent households had an biking trails as one of their top four facility choices unmet need for walking, hiking, and biking trials in the City of Milton 11 Greenspace Bond Fund Properties Greenspace Bond Fund Properties Preserve at Lackey Road GREENSPACE BOND Preserve at —Belmont_ Farms Preseve at the Former Milton Country Club Preserve at Hamby Road Preserve at ,Cooper) Sandy r i Preserve at �- Webb Road k' J The Greenspace Bond was established after passing overwhelmingly during the November 2016 general election. The Bond was created to allow the City to purchase land to preserve the rural character of the City and prevent development. The intention of the greenspaces is to protect natural areas and wildlife habitats and provide trails and parks with passive uses only. Thus, it is important that the Milton Community Trail Prioritization Plan considers the properties purchased by the Greenspace Bond as they are important public community assets that are having an increasingly large presence in the community. The map above displays the six greenspace properties purchased with the Bond thus far, shown in dark green. The Milton Greenspace Advisory Committee, which was established to assist with the initiative, is in the process of developing the official names for the properties. The names used in this Plan are the initial names given to the properties based on their locations. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 Pictured above: Members of the Trails Advisory Committee at a committee meeting %HE /PROCESS The Process used to develop this Plan included three major elements: Technical Analysis, Community Input, and Project Financial Analysis and Phasing. The Trail Priorities, established early on with the help of the Milton Trails Advisory Committee, ultimately guided the direction of these elements throughout the remainder of the planning process. INTRODUCTION OF THE TRAIL PRIORITIES Milton Trails Advisory Committee The Milton Trails Advisory Committee was established as part of this process to assist with providing the community perspective for trail locations and priorities. The group brought together twenty five (25) volunteer members of the community who represented various geographical areas of the City as well as a mix of professional sectors. The Team met with the Committee a total of four times in June, July, November, and February, where the members actively participated in hands-on activities and discussions at each stage of the project. The Committee also participated in guided field tours of Crabapple, Deerfield, and the Preserve at Lackey Road. The feedback provided by the highly engaged Committee was crucial to the development of this Plan. The timeline on the following page illustrates the major contributions of the Committee at each meeting throughout the planning process. 11 • Meeting #1: June 2019 • Introduction of the project • Discussed Citywide existing conditions and overarching views on trails Meeting #2: July 2019 • Discussed initial community feedback from July 22 open house • Discussed facility and park users Participated in a Goals • Brainstormed and Objectives Ranking budget and funding Exercise mechanisms • Established project Reviewed and goals and priorities discussed draft • Determined priority concept plans for all areas and subareas priority areas • Participated in the Tier Allocation Financial Activity to establish funds per subarea Meeting #4: February 2020 Held final committee meeting Reviewed and finalized draft costing and phasing plans and concept plans for each subarea • Discussed the overall success of the project and proposed that an official Milton Trails Committee be formed moving forward Most notably, during the first meeting on June 20, 2019, the Trails Advisory Committee helped identify the four Trail Priorities. Building upon the community input and guiding principles of previous trail plans, the four Trail Priorities are the following: The Trail Priorities These four Trail Priorities also convey the overall goals of the effort. The Action Plans documented in this Plan seek to increase the amount of bicycle and pedestrian infrastructure in Crabapple and Deerfield, the denser areas of the City of Milton, with the purpose of providing safe connections from neighborhoods to each other, parks, schools, and other key private and public community assets. The Crabapple and Deerfield Livable Centers Initiative (LCI) boundaries were chosen to identify the study areas as they have been used previously. Additionally, the Action Plans aim to expand the trails in Birmingham Park, as well as explore opportunities for trails in the Greenspace Bond Fund properties. These trails will offer recreation to a variety of users including hikers, walkers, bicyclists, and equestrians, depending on the location. The desired user types and the locations of user -specific facilities were discussed during the extensive community engagement process and will be documented later in this Plan. A key intention of this goal is to open certain Greenspace Bond Fund properties to the public as soon as possible with trails as a means for the community to enjoy the nature preserves. Birmingham Park is grouped with the Greenspace Bond Fund properties throughout this Plan due to its similarly natural property and passive uses. Finally, the fourth priority represents the goal of achieving greater overall safety for bicyclists, pedestrians, and equestrians citywide. While the previous priorities focus on specific areas of the City, this priority seeks to address safety concerns that commonly affect all areas of the City. The goal of the Areas of Safety Concern Action Plan is to provide a policy -oriented method for creating a safer environment for pedestrians and bicyclists. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 Field Tours: Meeting #3: September 2019 November 2019 • Toured Crabapple, Discussed progress Deerfield, and the made to date Preserve at Lackey Road with City Overview of all Staff to gain a full community input understanding of Discussed draft trail existing conditions implementation project and upcoming costing and phasing developments of the and the prioritization of priority areas projects • Participated in the Tier Allocation Financial Activity to establish funds per subarea Meeting #4: February 2020 Held final committee meeting Reviewed and finalized draft costing and phasing plans and concept plans for each subarea • Discussed the overall success of the project and proposed that an official Milton Trails Committee be formed moving forward Most notably, during the first meeting on June 20, 2019, the Trails Advisory Committee helped identify the four Trail Priorities. Building upon the community input and guiding principles of previous trail plans, the four Trail Priorities are the following: The Trail Priorities These four Trail Priorities also convey the overall goals of the effort. The Action Plans documented in this Plan seek to increase the amount of bicycle and pedestrian infrastructure in Crabapple and Deerfield, the denser areas of the City of Milton, with the purpose of providing safe connections from neighborhoods to each other, parks, schools, and other key private and public community assets. The Crabapple and Deerfield Livable Centers Initiative (LCI) boundaries were chosen to identify the study areas as they have been used previously. Additionally, the Action Plans aim to expand the trails in Birmingham Park, as well as explore opportunities for trails in the Greenspace Bond Fund properties. These trails will offer recreation to a variety of users including hikers, walkers, bicyclists, and equestrians, depending on the location. The desired user types and the locations of user -specific facilities were discussed during the extensive community engagement process and will be documented later in this Plan. A key intention of this goal is to open certain Greenspace Bond Fund properties to the public as soon as possible with trails as a means for the community to enjoy the nature preserves. Birmingham Park is grouped with the Greenspace Bond Fund properties throughout this Plan due to its similarly natural property and passive uses. Finally, the fourth priority represents the goal of achieving greater overall safety for bicyclists, pedestrians, and equestrians citywide. While the previous priorities focus on specific areas of the City, this priority seeks to address safety concerns that commonly affect all areas of the City. The goal of the Areas of Safety Concern Action Plan is to provide a policy -oriented method for creating a safer environment for pedestrians and bicyclists. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 TECHNICAL ANALYSIS The Technical Analysis completed involved three primary elements: Site Visit and Data Collection, Alignment and Concept Development, and Feasibility and Cost Analysis. Site Visit and Data Collection In the Existing Conditions phase of the project, the Team conducted thorough field tours of Crabapple, Birmingham Park, and multiple of the recently acquired Greenspace Bond Fund properties. In Crabapple, the Consultant Team learned of upcoming developments that will help shape the growing area. The field tours of Birmingham Park, the Preserve at Lackey Road, the Preserve at Cooper Sandy, and the Preserve at Belmont Farms gave the Consultant Team an understanding of the terrain, the existing trails located on the properties, and the condition of these trails. A GPS unit was used to map all existing old logging roads and informal trails at the Preserve at Cooper Sandy, as the trails had not been mapped previously. Greenspace Bond Fund Property Evaluation The following table displays the scoring methodology and results of an additional evaluation used to determine which Greenspace Bond Fund properties should be advanced for trail concept development. Birmingham Park, although not a Greenspace Bond Fund property, was included in the evaluation for comparison purposes. The analysis of the five criteria show that Birmingham Park, The Preserve at Lackey Road, and the Preserve at Cooper Sandy are the most conducive to successful trails systems. The Preserve at the Former Milton Country Club has already been master -planned, so this property was not considered in this planning process. I dMW �ff MEME IIIIIIII11k im�M MEME ■sr3=s, oLJMMMW Alignment and Concept Development The analysis above established the six subareas of the Plan: Crabapple Area, Deerfield Area, Birmingham Park, the Preserve at Cooper Sandy, the Preserve at Lackey Road, and Citywide Areas of Safety Concern. The site visits and data collection, along with extensive community outreach, allowed the Consultant Team to begin developing a list of projects and trail concepts for the five targeted subareas. For Crabapple and Deerfield, projects were determined with a focus on creating continuous sidepath and sidewalk networks to enable safe routes from the neighborhoods to the schools and other destinations. For Birmingham Park and the Greenspace properties, contours were analyzed to determine areas with terrain accessible to users with mobility challenges as well as favorable areas for parking lots. The trail systems were designed to expand the existing formal and informal networks within the properties with loops that allow for a variety of trip distances. 0 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Engineering Feasibility and Cost Analysis An engineering feasibility analysis of all proposed projects was performed to ensure constructabilify considering potential drainage and utility impacts. This assisted with the engineering and construction costs cost estimate of each proposed project. The fable below describes the trail and crossing infrastructure proposed in the subareas. Native soil and decomposed granite trails are proposed in Birmingham Park and the Greenspace Bond Fund Properties. Sidewalks, sidepafhs, Rectangular Rapid Flashing Beacons, and Pedestrian Hybrid Beacon Signals are proposed in Crabapple and Deerfield. NATURAL SURFACE (native soil) NATURAL SURFACE (decomposed granite) Off -Road 1 3 - 14 ft. width Off -Road 1 8 - 14 ft. width Unpaved recreational trails with a native soil/dirt or wood Trails that are typically recreation and not along the side of chip surface the road; moderate terrain SIDEWALKS (asphalt or concrete) Along a road 1 5 - 7 ft. width Asphalt or concrete and can only be used by pedestrians (all ages) or bicyclists under the age of 12 years SIDEPATHS (asphalt or concrete) Along a road 1 8 - 14 ff. width Asphalt or concrete trails that run along the side of a roadway and can be used by bicyclists of all ages CROSSING TREATMENTS -------------------------------------- T > T r - Image Source: Federal Highway Administration. https://www. fhwo.dot.gov/publications/pub/icroads/l 1 mayjun/03.cfm Image Source: Federal Highway Administration. https://safety. fhwa.dot.gov/ped_bike/tools solve/fhwasa 14014/ Rectangular Rapid Flashing Beacons (RRFBs) Pedestrian Hybrid Beacon Signal (PHB or HAWK) Warns traffic that pedestrian is crossing with flashing signs Requires traffic to stop for pedestrian with overhead signal — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — O COMMUNITY ENGAGEMENT Community engagement was an essential aspect of this project. In addition to the Trails Advisory Committee established to support this planning process, the Milton Equestrian Committee, Milton Greenspace Advisory Committee, and Milton Public Art Commission were also involved. The greater community participated in every step of the plan in the form of target group meetings, public open houses, and the online community input survey. 17 Public Open Houses and Council Briefings Three public open houses were held in conjunction with City Council briefings and a Trails Advisory Committee Meeting during each phase of the project. This ensured that the public was able to remain updated on the progress of the project and provide formal input if desired. The three City Council briefings also allowed the City Council members to stay updated on the progress of the project. The City Council members provided valuable input throughout the process which contributed to the development of this Plan. Discussions at City Council meetings included topics such as connecting to the Big Creek Greenway and Alpha Loop, ADA compliance, parking in Birmingham Park, population centers (Crabapple and Deerfield) as the spending priorities, school connections, funding sources, utilizing the Greenspace properties to maintain historical integrity, and more. Pictured above: Community members viewing boards during the third open house Milton Greenspace Advisory Committee The Milton Greenspace Advisory Committee was engaged very early in the project given the increasing presence of greenspaces in the community and their potential to be great recreational assets. The Committee provided feedback on the overall concepts and trails within the greenspaces as well as trails connecting the greenspaces to each other and to other community assets. Milton Equestrian Committee The Milton Equestrian Committee was engaged early in the project due to its members' unique perspective on equestrian facilities, which are important to residents in the City of Milton. The mapping activity and discussion helped provide the Team with extensive knowledge of the existing conditions of Birmingham Park where the equestrian community has invested much time and attention. During the concept development phase, the Committee assisted with the identification of key amenities and design of separated equestrian parking lots. The Committee prioritized Birmingham Park for equestrian use over the Preserve at Lackey Road and the Preserve at Cooper Sandy since it is an established park and can reach its potential with minor improvements. Milton Public Art Commission The Milton Public Art Commission is working to define public art in Milton, so the Team met with the Commission to brainstorm and discuss opportunities for incorporating public art in the trail system and Greenspace Bond Fund properties. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — E Target Group Meetings Four target group meetings were held during the alignment and concept development phase of the project. These meetings enabled targeted discussions with focuses on the Crabapple Area, Deerfield Area, interior trails, and citywide safety. Each meeting began with small group discussions with predetermined discussion topics. The small groups were tasked with determining a few of their priorities for the area. After the discussions, the entire room came together and documented the priorities from each group on a large notepad. Then, as shown on the picture on the right, the priorities were ranked with dots given to each participant. With 80 participants overall, the discussions and hands-on prioritization activities provided essential feedback during the concept development phase of the Plan. This feedback will be revisited in each subarea section. Pictured above: The Consultant Team giving a presentation during the citywide target group meeting Pictured above: Community members participating in the priority ranking activity at the interior trails target group meeting %6_0 ' '�e Cho W � �� e�ourn,i'�ank �, I xiafers�c0e narn«f7ex �u sukol �� 1Pi1S�no!�r, — no ira�ls j5�dew.c, w�,�n •� and c�m�l<,o�dc `''19EMV5 RLM6 PVRUD HILL �i����IFR DN N�Rnr 51DE OF C�ABAPpIE �f (REEni � ��INPROVEC }'EDESRwN �c551N(� F% • e h7 RL,(NNW CO C¢ABAM �SP f��nICE SIDEUAY ALbNG L4wgnEtD Tc r-,HMECT Tr YPCCYCr. ...� Pictured above: Notepad displaying the results of the priority ranking activity from the Crabapple target group meeting 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Community Input Survey A community input survey was provided for in-person use early in the project during the open houses and target group meetings, and it was eventually converted to an online format. The online survey was open for two weeks and over one thousand Milton residents participated. The survey asked the participants to rank the Trail Priorities, identify areas of safety concern, indicate preferred locations for new trails and sidewalks in the Crabapple Area and Deerfield Area, identify preferred users for inferior trails, and provide additional general comments. Figures displaying the key takeaways are located below, and the input received relevant to each subarea will be detailed further in each subarea section. The survey asked the respondents to rank the Trail Priorities. The figure on the right displays the results with the weighted scores, which show that Areas of Safety Concern was the top priority of the survey respondents. Trails in Greenspace Bond Fund properties and Birmingham Park and trails within and connecting to Crabapple ranked closely behind. Overall, trails within and connecting to Deerfield was the least ranked Trail Priority. These results helped allocate funding among the subareas particularly in the early phases. The survey focused heavily on the preferred user groups for the Greenspace properties and Birmingham Park. The figure to the right shows that Birmingham Park ranked highest for equestrians, and the Preserve at Cooper Sandy ranked highest for bicyclists. It also shows that pedestrian is the most preferred user group for each property. This information, combined with the input from the target group meetings, helped make decisions regarding user -specific investment in the properties. The survey also asked participants to rank the Greenspace Bond Fund properties that were considered for trails and Birmingham Park to help with prioritization. The figure to the left shows that the Preserve at Cooper Sandy and Birmingham Park ranked closely with the Preserve at Lackey Road ranked last. While the same funding was allocated for the Preserves at Cooper Sandy and Lackey Road, these results can assist with decision making as the proposed projects are implemented. — — — — — — — — — — — — — — — — — - — — — — — — 1 Pictured above: The Team during the Birmingham Park site visit TRAIL IMPLEMENTATION PROJECT FINANCIAL ANALYSIS AND PHASING BACKGROUND Trail Implementation Costing The full concept maps shown in each subarea section contain trail implementation projects identified as one of the following: • Existing - trail implementation projects that are on the ground today • Underway - trail implementation projects being developed and paid for by other entities and do not need to be prioritized by the trail planning process • Proposed - trail implementation projects proposed as a part of the Milton Community Trail Prioritization planning process and requiring funding for implementation Costing trail projects allows the City to plan accordingly when budgeting and deciding how to allocate funds for trail projects from the various available funding mechanisms. All proposed trail projects were evaluated for engineering and construction costs. The high-level cost estimates do not include potential utility or right-of-way impacts, and the cost of regionally significant trail projects that may be eligible for federal funding was reduced by a conservative estimate of 50%. Trail Implementation Funding The Team evaluated potential trail implementation project funding opportunities. Some funding sources were local in nature while others were federal or other grant programs in which local funds could be used for a match. Additionally, some funding sources may only be used for transportation projects, such as the Sidewalk Fund or Transportation -Special Purpose Local Option Sales Tax (TSPLOST), while other funds such as general funds, impact fees, and recreational grants could be used for other non -transportation projects. For the purposes of estimation, transportation funds were applied to the proposed projects in Crabapple and Deerfield, and other funds were applied to projects in Birmingham Park and the Greenspace Bond Fund properties. All funding estimation is meant for planning and constraining purposes based on available knowledge of opportunities at the time. No guarantees can be made regarding committed funding sources. Public-private partnerships are a strategy that can be taken to potentially expedite the implementation of projects as the partnerships could assist with providing the necessary project funding. Additionally, the City may explore the option of partnering with land trusts to plan and build trails within the Greenspace Bond Fund preserves. LOCAL TRANSPORTATION FUNDS • TSPLOST • Sidewalk Fund 13 — — — — LOCAL OTHER FUNDS • Impact Fee • General Funds NON -LOCAL FUNDS • Federal Transportation Funds • Bicycle/ Pedestrian Grant Programs • Recreational Grant Funds Trail Implementation Project Phasing To provide direction on phasing the trail implementation projects gradually, four funding tiers were created for each subarea. Based on funding estimates, Tier I trail projects are targeted within the first two years of the Plan, Tier II trail projects between two and five years, and Tier III trail projects between five and ten years. The fourth tier represents aspirational trail projects - those that can be implemented after ten years or when more funding becomes available. The tiers are constrained by the estimated local funding available in the timeline of the tier for each of the funding mechanisms mentioned on Page 18. These constraints are $4 million for Tier I, $7 million for Tier 11, and $11 million for Tier III, as shown on the bottom row of the following table. The tiers are meant for planning purposes only. The funding associated with each tier is a high-level estimate based on known information at the time and is meant to guide investment decisions on the part of the City following plan adoption. The allocated funding amounts for each subarea in the tiers were determined by the Trails Advisory Committee. To achieve an action plan for implementation, the proposed trail implementation projects were allocated to the tiers based on feasibility and cost as well as Trails Advisory Committee and community input. The detailed frail implementation project costing and phasing action plans are outlined in each subarea section. It is recommended moving forward that a Milton Trail Committee be reinstituted to help advance concept development and design in a manner that upholds the values of the community. The Committee may also assist in identifying possible funding sources to help implement the projects. The Committee would be comprised of one representative from each City Council member and Mayor. Pictured above: The meadow and an existing narrow trail in Birmingham Park — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 14 r r; 4Lt t ♦e _ a 'N •j w.• t _ .♦ .41 �_, � y Y � 9 T�"' •) � tom'. y ,� �!� r•. r � � t/L%t � Sal ,. � ,. ; � �1�`�, k.•e, +��� ,,•S'7"'T`� _ ''�, �♦ �1' r� d � •f'� :: ilk ter- �•,, • ,.';jn� - �" f ,. 1 ` ,. .�` � ,M ." P-i k 44 �� • tic `° ��� �� . � .� ..-�+f� y mss. •` _ vi � 7- 7-1 l r —� ' Pr%'"1""�� c� Ali ,'�`. ck � p � • ts" 6 e r AW r ti t7�o,�� �L✓Ar rj,..�t�y-��- c., ��'i X1+1'►' .. �., r`��n 40 �r ,• fps � M1 �.�.� � ��/�. -.� f ' iYILTON %RAILS fUBAREAS 1. CRABAPPLE AREA 2. DEERFIELD AREA 3. BIRMINGHAM PARK 4. PRESERVE AT COOPER SANDY 5. PRESERVE AT LACKEY ROAD 6. AREAS OF SAFETY CONCERN Pictured above: The Green in Crabapple CRABAPPLE�IREA Summary of Existing Conditions Crabapple, known as Milton's downtown, is a thriving community in the southwestern area of the City of Milton. It is home to Milton City Hall, the Milton Branch Library, retail, offices, restaurants, and more with several neighborhoods in close proximity. Crabapple Crossing Elementary School, Northwestern Middle School, and Milton High School are also within walking distance to the core Crabapple area. This collection of land uses creates an opportunity for a very pedestrian and bike -friendly community. The existing sidewalk network, sidepaths along Heritage Walk and Crabapple Road, and informal school routes show the commitment to a walkable and bike -friendly community. All existing sidewalk and trail facilities are shown as orange on the full concept map on Page 18. Community Input Crabapple is one of the Trail Priorities, so a target group meeting was held with a focus on the Crabapple Area. Eighteen residents with an interest in the area attended the meeting. The priority ranking activity, as described in the Community Input Survey section on Page 12, resulted in the following top three priorities: -' a - . • • • • • • • • Priority #1: Safe connections from Braeburn and Heritage neighborhoods to the schools Priority #2: Connect Braeburn, Heritage, and Waterside neighborhoods to retail Priority #3: No trails or sidewalks within or connecting to Kensington Farms, per Kensington Farms homeowners and their HOA The community input survey also asked an open-ended question specific to the area, "Share additional thoughts on the Crabapple Area." The top three categories of responses were the following: 1. Sidewalk and trail connectivity throughout the area 2. Desire for crosswalk from Crabapple Market to the shops and restaurants on the south side of Crabapple Road 3. Support for proposed sidewalks and trails Other key input received was the desire for a connection to downtown Alpharetta and the Alpha Loop. 17 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — - Crabapple Area Draft Trails Concept Existing Side path/Sidewalk/Trail ^� Underway Sidepath/Sidewalk/Trail ^� Proposed Sidepath/Sidewalk/Trail Proposed Road ■ Underway Crossing Treatment Proposed Crossing Treatment Background LCI Area Schools 111116— Parks Community Assets (Public v 0 0 wlz City of Roswell Proposed Concept Plan C2 � City of Alpharetta CRABAPPLE'l"OREA o� 3 L OI E Milton High School 0 0, a E m k I 0 0 m FA Connection to Alpha Loop Mid Broadwell Road ABAPPLE,,AREA The Proposed Concept Plan seeks to further improve the experience of walking and biking in Crabapple by proposing continuous sidewalk and Sidepath networks and crossing treatments to address safety concerns. The Proposed Concept Plan will improve connectivity and safety in the area with 0.77 miles of off-street trails, 1.3 miles of sidepaths, 2.7 miles of sidewalks, and 3 crossing treatments. These proposed projects, shown as magenta on the full concept map, address much of the community input expressed through the various engagement platforms. Many of the underway facilities, meaning facilities that are already funded, also address the community input. These facilities mostly accompany the new residential and mixed-use developments coming to eastern Crabapple, including Lakeside at Crabapple and the Market District at Crabapple, which will help to further shape the community. The underway facilities are shown as blue on the full concept map. A detailed description of each project shown on this map, along with the estimated cost associated with the project, is shown on the following pages. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 CRABAPPLE,IREA — — — — — — — — — — — — — — — — — — — — — — — — — — — Project Costing and Phasing Action Plan The following maps and tables outline the Action Plan for the Crabapple Area. Tiers I and II accomplish some of the major priorities heard from the community input as well as some "easy wins," or projects with relatively low costs and high positive impacts. The Mayfield Road sidewalk completes a loop from central Crabapple through the schools and complements the upcoming developments. The Braeburn trail through the woods achieves a safe connection to the schools with corresponding proposed crossing treatments. The additional Crabapple sidewalks and trail projects, along with their corresponding underway crossing treatments, are Public Works projects that will formalize existing routes. Mayfield Road Sidewalk (to Freemanville Road) $500K Crabapple Retail Trail and Spur $970K Braeburn Trail connection to school thru woods $570K*** Crossing Treatment at Braeburn Trail @ $1 80K* Birmingham Hwy Crossing Treatment at Braeburn Trail extension @ $1 10K McFarlin Lane Crabapple District cut-thru sidewalks $180K *50% federal funding assumption **Cost after 46% funded by developer assumption ***50% federal funding or possible developer funding assumption -N Existing Sidepath/Sidewalk/Trail /y Underway Sidepath/Sidewalk/Trail " Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment ■ Proposed Crossing Treatment s o m v E ° o o rn E o v � v u m LL m I ` ii i a v / � Mid Broadwell Rd City Milton El �6 City of AAI har petta G`oa0 Q ........ 0 22W 3 v m` AO Existing Sidepath/Sidewalk/Trail #y Underway Sidepath/Sidewalk/Trail jV Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment ■ Proposed Crossing Treatment 3 0 m0° i v E ° o rn E 0 N U m LL c d 'o oa �o \ Q `GIt E 00d jjj Mid Broadwell Rd City of Milton ❑ City of Alpharetta Geo 0 0 a a 0 m CRABAPPLE,14REA Tiers III and IV continue to fill key sidewalk, sidepath, and trail gaps in the network with accompanying crossing treatments. The sidewalks on Mayfield Road facilitate the connection to the Alpha Loop. The trail along the power easement completes the Braeburn trail loop. Tier IV includes the sidewalk-to-sidepath conversion projects as well as an additional aspirational regional connection with a sidewalk along Arnold Mill Road, which would connect to the Preserve at Lackey Road. Sidepath along south side of Crabapple Road (Parkview Drive to Crabapple Chase Drive) Trail along power easement (from McFarlin Ln to Heritage Walk) Sidewalk along both sides of Mid Broadwell Road (Mayfield Road to Charlotte Drive) Convert sidewalks along north side of Green Road/Crabapple Road to sidepaths Sidepaths along south side of Heritage walk, west side of Unnamed Road, and west side of Birmingham Hwy Sidewalk on east side of Charlotte Drive and north side on Mid Broadwell Road Sidepath on north side of Mayfield Road Convert sidewalks on north side of Heritage Walk to sidepaths Sidewalk connection to Preserve at Lackey Road from City limits along Arnold Mill Road Crossing Treatment at Arnold Mill Road @ Cagle Road $550K $930K" $1.6M $2.OM* $1.3M $650K $1.OM $820K $8.7M $350K Existing Sidepath/Sidewalk/Trail " Underway Sidepath/Sidewalk/Trail N Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment Proposed Crossing Treatment a - a o, d a d v z -,/City of Milton City of Alpharetta O y G�p`D 70 d j - Existing Sidepath/Sidewalk/Trail /y Underway Sidepath/Sidewalk/Trail N Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment Proposed Crossing Treatment a rc v a z o O ■ r�.l,[1.IID 1 oa City of Milton\� \ �e�°� City of Alpharetta 0 a — — — — — — — — — — — ,_ — — — — — — — — — — — — — — — — — — — — — 20 Mid Broadwell Rd J a o: 3 0 0 — — — — — — — — — — — ,_ — — — — — — — — — — — — — — — — — — — — — 20 Pictured above: Sidewalk in Deerfield ZEERFIELD',AREA Summary of Existing Conditions Deerfield is the densest and largest commercial area in the City of Milton, which is largely characterized by Georgia Highway 9. The Georgia Department of Transportation plans to widen and improve Highway 9 from Windward Parkway north to the Forsyth County line in the next two to five years, and this highly anticipated project will generate major change in the area. The Proposed Concept Plan seeks to complement this impending change with projects that will further benefit the Deerfield community. Corporate offices, several neighborhoods, and apartments are within walking distance to the large commercial developments along Highway 9. While the area is currently predominantly vehicle -centric, opportunities exist to create a more pedestrian and bike -friendly community. Several private and public schools including Cogburn Woods Elementary School, Hopewell Middle School, Cambridge High School, and more similarly fuel this demand due to the various activities of students throughout the day such as lunch walks to Publix at Bethany Village and cross country runs along Cogburn Road. The existing sidewalk connectivity is poor, and there are common safety concerns related to the area's high traffic volume given the adjacent Georgia State Route 400. However, progress is evident with the existing sidepath on Bethany Bend between Cogburn Road and Highway 9. The community input provided further anecdotes and feedback to assist with the Proposed Concept Plan. Community Input As a Trail Priority, a target group meeting was held to focus conversation on Deerfield. Eight citizens with interest in the area attended the meeting which provided a solid foundation for the concept development. The top three priorities determined at the meeting were the following: Priority 1: Sidewalk on west side of Cogburn Road Priority 2: Sidewalks on Bethany Bend, east of Highway 9 Priority 3: Bethany Bend at Serenade Court Crossing Treatment The community input survey also asked an open-ended question specific to the area, "Share additional thoughts on the Deerfield Area." The top three categories of responses are the following: 1 Sidewalk and trail connectivity throughout the area 2. Highway 9 improvements 3. Connectivity along the "School Loop", which refers to a route along Cogburn Road, Webb Road, Highway 9, and Bethany Bend and a Connection to Cambridge High School 11 _ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -————— — — — — —— ZEERFIELDI'l Deerfield Area Draft Trails Concept Existing Sidepath/Sidewalk ^� Underway Sidepath/Sidewalk Proposed Sidepath/Sidewalk/Trail Proposed Road Underway Crossing Treatment 1 Proposed Crossing Treatment Proposed Trailhead \■ I Regional Trail i I ■ '0 ; �� Conceptual Big Creek Greenway c■ @Qr� % ^� Existing Big Creek Greenway Existing Park Trail o A n Park V °o Background LCI Area Schools P I•en \\. Parks P ul Community Assets s<ntr, C's (Public) High School c- wends McGinnis f y- Elementary School F. ROoa SHL ell LiL,U P eselVe / Web Webb Road Freetlom --------------------- Par Park U ; d Seel - .O14) •�' Pal 13 0 3 a a ° Connection to Alpha Loop I o�EER L REA 0.11es Proposed Concept Plan The Proposed Concept Plan seeks to shift Deerfield towards a more pedestrian and bicycle -friendly community by improving safety and connectivity. The Proposed Concept Plan includes 1.0 miles of off-street trails, 1.7 miles of sidepaths, 4.0 miles of sidewalks, and 8 crossing treatments. The proposed projects, in addition to the underway local and statewide investment in the area, address the key concerns revealed during the community engagement. While the projects largely focus on ensuring connectivity to the central Highway 9 corridor, they also provide regional connections to the Big Creek Greenway and Alpha Loop. The project phasing, outlined on the next two pages, layers the projects gradually in a way that corresponds with the top priorities. — — — — — — — — — — - 11 .DEERFI EL D,IREA — — — — — — — — — — — — — — — — — — — — — — — — — — — Project Costing and Phasing Action Plan Limited funding was allocated to Tiers I and II due to the anticipated underway projects in the next five years. These projects, especially the large Highway 9 improvement project, will catalyze unknown change in the area. However, some of the key priorities are still accomplished in the first two tiers. The crossing treatment at Bethany Bend and Serenade Court was identified as the first priority at the target group meeting, as this will allow the residents in the neighborhoods north of Bethany Bend to access the commercial center by foot or bike more safely. The crossing treatments along Cogburn Road and Highway 9 complement the underway sidewalk and sidepath projects as these projects focus on one side of each road and were identified as having existing high crossing activity. Crossing Treatment at Bethany Bend @ $350K Serenade Ct Fill in Bethany Bend sidewalk gaps on north side (East of Hwy 9) $ l .OM Crossing Treatment on Cogburn Rd near North $1 80K* Park and The Hermitage Drive Crossing Treatments on Hwy 9 (at Crooked Creek subdivision entrance and Near Cue BBQ) $700K *50% federal funding assumption 23 — — — — — — — Existing Sidepath/Sidewalk/Trail /y Underway Sidepath/Sidewalk/Trail N Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment 'r y Proposed Crossing Treatment l e v `c U I I �1e IMcGinnis F �- Webb Rd N Mnm t - Windwoc , II a x `l/ Existing Sidepath/Sidewalk/Trail Ap Underway Sidepath/Sidewalk/Trail N Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment =• Proposed Crossing Treatment m a 3 0 U �iB ■ e I' McGinnisp Webb Rd � k =y IndY!otd4-- 3 0 x � ZEERFIELD,14REA Tiers III and IV fill in sidewalk gaps on both sides of the roads and connect Deerfield to the Big Creek Greenway (BCG). To ensure sidepath connectivity, Tier IV also includes sidewalk-to-sidepath conversion projects. The trail through nature to the Big Creek Greenway is an aspirational project that would accompany the planned Webb Road extension. Overall, the projects will transform Deerfield to a safer, more connected community. Sidewalk on north side of Bethany Bend (west of Hwy 9) Crossing Treatment at Bethany Bend @ North Park McGinnis Ferry Road BCG Trailhead Fill in sidewalk gap on north side of Deerfield Pkwy Fill in sidewalk gaps on east side of Hopewell Road Fill in Bethany Bend sidewalks gaps on south side (East of Hwy 9) Convert sidewalk to sidepath on Bethany Bend from North Park Road to Cogburn Road BCG Connection along Creek and connect to Webb Road along Morris Road Crossing Treatments along Hopewell Road Crossing Treatment at BCG Connection creek trail @ Morris Road Fill in Cogburn Road sidewalk gaps on east side Webb Road Overpass roadway project with multi -use trail $2.6M $350K $420K $560K $3.2M $2.3M $2.3M $6.OM $430K $350K $1.5M $2.7M Existing Sidepath/Sidewalk/Trail ^p Underway Sidepath/Sidewalk/Trail " Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment ■ Proposed Crossing Treatment ■ m a' m 0 U I 'LB AcGindYS FQ r ' Webb Rd v I dM k 3 a x Existing Sidepath/Sidewalk/Trail OW Underway Sidepath/Sidewalk/Trail N Proposed Sidepath/Sidewalk/Trail ■ Underway Crossing Treatment Proposed Crossing Treatment ■ c I I � a m 0 McG '- Webb Rd � pkwY =y Wind 3 a o i x — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 24 Pictured above: The Old Logging Road in Birmingham Park BIRMINGHAM /SARK Summary of Existing Conditions Birmingham Park is a 200 -acre site in northwestern City of Milton. There are approximately 3.3 miles of existing natural surface trails used by hikers, dog walkers, and equestrians. The field tour revealed that many of the trails are in decent condition; however, some of the trails are not open due to a bridge that needs repair and erosion issues. The existing trails are all native soil trails that vary in width. There is also a picturesque meadow in the middle of the park. It is widely agreed by the equestrian community that the park has the potential to be a great equestrian destination. While ball fields have been considered in the past, this plan reinforced the current desires of the community to keep Birmingham Park passive use only for the foreseeable future. Community Input The third target group meeting focused on interior trails, which refers to the trails within Birmingham Park and other properties considered throughout the planning process. The discussion points for the tables included the following topics: overall vision, user groups, connection to other community assets, and investment priority. The priority ranking exercise was completed for each property by the 23 participants. The top three priorities for Birmingham Park were the following: Priority 1: Mixed uses - hiking, equestrian, and limited biking Priority 2: More and separated general and equestrian parking Priority 3: Safety and security The community input survey asked the respondents to prioritize the interior trails. Out of the Greenspace Bond Fund properties and Birmingham Park, the Preserve at Cooper Sandy and Birmingham Park were relatively tied followed by the Preserve at Lackey Road. Very few ranked Birmingham Park as their third priority. Other relevant feedback from the open- ended survey questions relates to keeping Birmingham Park, along with the other greenspaces, "natural and passive" as well as a desire for more separated equestrian trails and facilities. 11 - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — -——————————————- BIRMINGHAM PARK Birmingham Park Draft Trails Concept Proposed Facilities �f Natural Surface Trail* (decomposed granite or crushed stone) r Natural Surface Trail (native soil) ��♦ Potential Crossing Treatments ♦ / General Parking / (gravel) Equestrian Trailer Parking ♦ ♦ (gravel) / ��_ ♦♦ Existing Facilities Hiking Trail (native soil) % h Sidewalk %�� ♦ i/ �\ = I \ice % Background 1 `` Birmingham Park �i \ \ �� ♦ � � � o, j- Public Works Area \ �. Jam. �. 7 r`. �` 1 'A\ �� *Trails with moderate terrain \\ ` 1 �\ ♦ 1 1 r/ \ / ♦ 1 \%% ; 1 % t 1 i �. 1 ♦moi .�1 \ % %♦ 1 1 1 / � f \ .p p / I \ rpt 1 I c°j Hic kory Flat Road t ---� / Birrhi n9hoM Rotltl BIRMINGHAM /SARK � Proposed Concept Plan The Proposed Concept Plan for Birmingham Park was created by analyzing the topography of the site to expand the existing trail system. The trails in dark green on the map above are proposed to be decomposed granite in areas with moderate terrain, so they are accessible to users with limited mobility. The trails in orange are proposed to be native soil in areas with more difficult terrain. The trail alignments were designed in a way that will limit erosion issues despite the difficult terrain. The proposed trail system adds more loops on the eastern side of the park and expands into the steeper terrain on the western side. In total, the Proposed Concept Plan includes 4.7 miles of native soil trails and 2.3 miles of decomposed granite trails. The Action Plan phases in additional parking gradually which eventually allows for separated equestrian parking in the most ideal location according to the Milton Equestrian Committee. The Proposed Concept Plan proposes a total of 52 general and equestrian trailer parking spaces. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 11 BIRMINGHAM /"ARK Project Costing and Phasing Action Plan Tiers I and II focus on improving the existing trail system and parking. The proposed projects seek to open all existing trails by implementing erosion control measures and repairing or replacing the existing bridge. Tier 11 includes widening all trails to at least eight feet, as this is the equestrian standard. Tier I will expand the existing parking lot in response to the feedback to increase parking. Tier 11 includes a new parking lot which will allow the existing parking lot to be converted to equestrian trailer parking only, which is also in response to feedback that separated parking is preferred for safety reasons. Tier 11 also proposes new decomposed granite trails to connect the two parking lots to each other and to Birmingham Crossroads. Connecting the park to Birmingham Crossroads is a small but significant method of creating greater connectivity between the park and the community. Existing Old Logging Road erosion control $390K Repair/Replace existing bridge $41 K Formalize existing parking area/trailhead (6 $490K equestrian spaces, IS general spaces) Welcome sign and parking wayfinding signage $%K East general parking area/trailhead (20 spaces) $290K Widen existing 3' native soil trails to 8' and erosion control $ M New decomposed granite trail to Birmingham $480K Hwy/Birmingham Crossroads Connect parking lots with decomposed granite $1 10K trail Equestrian amenities (water trough, corral) $28K 11 m _ f m a Hickory Flat Road Proposed Decomposed Granite Trail Proposed Native Soil Trail Potential Crossing Treatment 0 ' o � a Hickor 3� y Flat Road I S A Proposed Decomposed Granite Trail F Proposed Native Soil Trail ro Potential Crossing Treatment - - - BIRMINGHAM PARK Tiers III and IV complete the concept plan with trail and parking additions and improvements. Tier III completes the eastern portion of the park by adding the decomposed granite material to the accessible trails and creating new decomposed granite loops. Tier III also includes the addition of a restroom to the central parking lot as this was an element that was deemed nonessential by the Trails Advisory Committee. Tier IV, which is aspirational, includes the entire western expansion involving parking, accessible trails, native soil trails, and a bridge. As a whole, this concept plan provides the framework for Birmingham Park to become an established hiking and equestrian amenity for the citizens of Milton. New restroom $440K Complete East decomposed granite loops $880K New East native soil trails $130K Existing 8' native soil trail to decomposed $41 K granite Existing Old Logging Road to stabilized granite $140K West general parking area/trailhead (20 $290K spaces) New West decomposed granite loops $51 OK New West native soil trails $880K New bridge on West side $41 K Hickory Flat Road /y Proposed Decomposed Granite Trail /V Proposed Native Soil Trail Potential Crossing Treatment i ' 2 -- a � o Hickory Fiat ' 3 Road I S ^► Proposed Decomposed Granite Trail °A F Proposed Native Soil Trail m Potential Crossing Treatment — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 28 Pictured above: Copper Sandy Creek as seen from within the Preserve at Cooper Sandy RESERVE AT COOPER (ANDY Summary of Existing Conditions The Preserve at Cooper Sandy is an 88 -acre site centrally located between Crabapple and Deerfield. The site was purchased with the Greenspace Bond Fund in June 2019. As shown on the map on the following page, the property is adjacent to Bethany Road on the west and Eads Lake on the east. Copper Sandy Creek runs through the property. The original purchase included half of Eads Lake, so the City purchased 15.8 acres off of Providence Road that includes the remainder of the lake in May 2020. The Greenspace Advisory Committee believes this additional purchase will allow the City to protect the water quality of Copper Sandy Creek and the lake. This is important as a large beaver dam is located at the southern half of the lake, which demonstrates the high level of preservation thus far. The site is fully wooded with mostly moderate terrain. There are approximately 2.7 miles of existing old logging roads and wildlife paths throughout the property which provide a foundation for a trail system. There is currently no space for parking. Community Input The Preserve at Cooper Sandy was discussed during the interior trails target group meeting. The same discussion points were used to lead the table discussions as were used for Birmingham Park including overall vision, user groups, connection to other community assets, and investment priority. The table discussions and priority -ranking exercise resulted in the following top three priorities: • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Priority 1: Because of its central location, this property should be a "people park," meaning it is focused on people and dogs and less equestrian -focused Priority 2: Safety and security Priority 3: Natural connections to Crabapple and Deerfield Although this Plan does not focus on connections between the greenspaces and parks per the direction of the Trail Priorities, the third priority shows potential for future connections between the community assets in this area of the City. The community expressed that these would be favorable if implemented in a natural manner that corresponds with Milton's desire to preserve their rural heritage. The Preserve at Cooper Sandy was ranked as the highest priority on the community input survey out of the three sites. Because of the central location and proximity to other public spaces and assets including Summit Hill Elementary School, Providence Park, and The Park at the Former Milton Country Club, the community was highly interested in making this property available to the public for passive use as soon as possible. 11 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — PRESERVE AT COOPER DANDY Preserve at Cooper Sandy Draft Trails Concept Proposed Facilities %/ Natural Surface Trail* (decomposed granite or crushed stone) 01 Naturaur%0 (nativel Soil) Trail General Parking (gravel) Existing Facilities Informal Trail (native soil) Background Greenspace Bond Fund Property *Trails with moderate terrain n n ° I ° Preserve at COOPERfANDY �0 0.10 0.20Miles Proposed Concept Plan The Proposed Concept Plan for the Preserve at Cooper Sandy includes parking and a trails system which builds off of the existing logging roads and informal trails. Similar to the concept plan for Birmingham Park, the trails system was designed by analyzing the topography of the site to determine the optimal alignments for accessible trails. The trails with moderate terrain, shown in dark green, will consist of decomposed granite material. Users with limited mobility will be able to enjoy these accessible trails in the southern half of the property, which includes a view of the lake. The northern half of the property includes the native soil trails, shown in orange, with more difficult terrain. In total, the Proposed Concept Plan includes 1.1 miles of native soil trails and 1.3 miles of decomposed granite trails. Twenty-five parking spaces are added gradually in two locations per the phasing Action Plan detailed on the following two pages. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 30 PRESERVE AT COOPER DANDY Project Costing and Phasing Action Plan Tiers I and II focus on opening the property to the public as soon as possible by adding parking and formalizing the existing trail system. The objective of the proposed projects in Tier I is to open the property with minimal investment based on the limited funding available in the short term. Grubbing and clearing the existing trails refers to the initial maintenance and ensuring they are and safe for use by the general public. This cost also includes basic trail wayfinding signage. Tier I includes an informal parking area along with a park welcome sign and vehicle wayfinding. These basic elements help the public feel comfortable visiting the space without major investment. Tier 11 formalizes the existing trails with the addition of any necessary erosion control, grading, and drainage measures along with other basic amenities throughout the greenspace. Grubbing and clearing old logging roads to $30K open trails (1.20 mi) Grubbing and clearing informal trails to open $6K trails (0.20 mi) New decomposed granite connecting trails $400K (0.30 mi) New informal South parking area (15 spaces) $69K Park welcome sign and vehicle wayfinding $7K Existing old logging roads to native soil trails $290K (0.60 mi) Existing informal paths to 3' native soil trails (0.40 $1 10K mi) " Proposed Decomposed Granite Trail IV Proposed Native Soil Trail • Potential Crossing Treatment " Proposed Decomposed Granite Trail /V Proposed Native Soil Trail Potential Crossing Treatment A aP �c e� 0 c� 0 m---------- ---------- - i1 r RESERVE AT COOPER (ANDY Tiers III and IV expand the trail system with new connections and loops to improve the user experience. Tier III formalizes the parking area and trailhead off of Bethany Road, while Tier IV adds a new parking area and trailhead to the North. Tier IV also increases the accessible trail network and adds a restroom to the parking area. Existing old logging roads to decomposed $690K granite trails (0.60 mi) New native soil trails (0.10 mi) $32K Formalize South parking area/ trailhead (15 $160K spaces) New North parking area/ trailhead (10 spaces) $170K New decomposed granite trails (0.50 mi) $61 OK New restroom $440K " Proposed Decomposed Granite Trail IV Proposed Native Soil Trail 0 Potential Crossing Treatment " Proposed Decomposed Granite Trail IV Proposed Native Soil Trail 40 Potential Crossing Treatment 0 m — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 Pictured above: Small lake centrally located in the Preserve at Lackey Road PRESERVE AT d.dCKEY LOAD Summary of Existing Conditions The Preserve at Lackey Road is a 106 -acre site that was purchased by the City with the Greenspace Bond Fund in December 2018. The property is in the southwestern area of the City, and it is about 1.7 miles from Crabapple north along Arnold Mill Road. It is mostly wooded with a few natural meadows and a small lake. There are approximately three miles of existing informal trails on the property that provide a great foundation for a trail system. Because several streams traverse the site, the Team worked with the City to identify areas where bridges or some sort of crossing will be needed. Community Input The Preserve at Lackey Road was discussed during the interior trails target group meeting. The same discussion points were used to lead the table discussions as were used for Birmingham Park and the Preserve at Cooper Sandy including overall vision, user groups, connection to other community assets, and investment priority. The table discussions and priority ranking exercise resulted in the following top three priorities: Priority 1: Natural trails for hiking, walking, and maybe equestrian users Priority 2: Good, safe parking Priority 3: This property is a lower priority because of the location The results of the community input survey align with these three priorities from the meeting in that the Preserve at Lackey Road was ranked third on the Greenspace Bond Fund Properties and Birmingham Park ranking exercise question. Because it was widely agreed that the Preserve at Cooper Sandy should focus on pedestrians, it was decided that the Preserve at Lackey Road could be designated as an additional equestrian -friendly destination. Although the feedback revealed that this property is a lower priority due to it being further away from the denser populations, it is still believed that this is a great investment in terms of a nature preserve with a trail system due to the existing trails and beautiful, natural setting. 33 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — - - - - - - - - - - - - - - - - - - PRESERVE AT dC ACKEY LOAD Preserve at Lackey Road Trails Concept Proposed Facilities Natural Surface Troll* �h,�• (decomposed granite or crushed stone) Y Natural Surface Trail (native soil) •.�; Boardwalk (wood) Connection to Arnold Mill v • Potential Crossing Treatments General Parking (gravel) Equestrian Trailer Parking (gravel) Existing Facilities n n Informal Trail S 0 (native soil) 0 3 Background o Greenspace Bond Fund Property m — *Trails with moderate terrain Awa/dMq/Raad l � \ \ t 1 % l / `\ Vy� 1 1 1 / 1% \ iii ' ------ / y o vo c. City of Milton City of Roswell 0 0.08 O.1Ilea Proposed Concept Plan Preserve at IA CKEY /TOAD The Proposed Concept Plan for the Preserve at Lackey Road includes a plan for a trail system and general and equestrian parking. The trail system will build off of the existing trails and includes accessible trails where possible, depending on the terrain. The terrain on the property varies more than that of the Preserve at Cooper Sandy, so the majority of trails will be native soil. The decomposed granite and native soil trails proposed to be added to the system provide connections and loops. The trail along the perimeter of the lake provides outstanding views, and a portion of this alignment requires wooden boardwalk. In total, the Proposed Concept Plan includes 0.6 miles of decomposed granite trails, 3.7 miles of native soil trails, and 0.1 miles of boardwalk. The Proposed Concept Plan also includes parking as this was one of the top priorities. Since this property is intended to be an equestrian destination, a location for separated parking was determined. In total, the concept plan includes 19-20 parking spaces. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 34 PRESERVE AT JOCKEY /TOAD Project Costing and Phasing Action Plan Tiers I and II focus on safely opening the property to the public as soon as possible with minimal investment. Similar to the Preserve at Cooper Sandy, grubbing and clearing the existing trails refers to the initial maintenance of the trails to ensure they are safe enough to open to the public. Tier I also includes the parking area, parking trail connections, and basic signage. Tier 11 simply covers the many crossings. Grubbing and clearing existing hiking trails (2.80 $68K mi) New 3' native soil parking connections (0.30 $120K mi) New decomposed granite parking connections $160K (0.10 mi) Formalize general parking area $220K (15 spaces) Preserve welcome sign and vehicle $7K wayfinding Two new minor crossings, Six new major bridge crossings, existing pipe crossing repair $260K 11 /*% Proposed Decomposed Granite Trail Proposed Native Soil Trail Potential Crossing Treatment � r I ''�\Miiigaoa " ----------- - 0 Proposed Decomposed Granite Trail Proposed Native Soil Trail Potential Crossing Treatment - `------•---• - 0 PRESERVE AT dACKEY LOAD Tiers III and IV expand and complete the system. Loops and connections are added of both decomposed granite and native soil. Tier III includes the more necessary element of erosion control, while Tier IV includes the more costly, aspirational elements such as separated equestrian parking, boardwalk for the lake overlook trail, and a connection to Arnold Mill Road. The Arnold Mill Road connection complements the Arnold Mill Road sidewalk project in Crabapple Tier IV. New 3' native soil trails (0.60 mi) $170K Existing 3' native soil trails erosion control (2.80 $750K mi) New decomposed granite trails (0.50 mi) $550K New equestrian trailer parking area/ trailhead $31 OK (4 spaces) New restroom Native soil trail connection to equestrian parking area (0.04 mi) New wood boardwalk (0.07 mi) Equestrian amenities (water trough, corral) Trail connection to Arnold Mill road (0.30 mi) $430K $19K $200K $27K $550K ^► Proposed Decomposed Granite Trail IV Proposed Native Soil Trail 10 Potential Crossing Treatment Fi `o`Key F°°d ^/ Proposed Decomposed Granite Trail IV Proposed Native Soil Trail Potential Crossing Treatment 1 1 % , Y,r,. 0 ` W,v-el 0. A�04aMaiR °Oa -4%,,14,,1, a M4igOOa — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 Pictured above: The meadow in Birmingham Park ,XREAS OF fAFETY CONCERN Summary of Existing Conditions Areas of Safety Concern is the sixth and final subarea, which differs from the previous localized subareas in that it is citywide. The City of Milton has taken important measures to increase vehicular safety such as the multiple roundabout projects; however, the public feels that there could be room for improvement in terms of bicycle and pedestrian safety. With the increased desire to walk or bike to destinations such as schools and Bell Memorial Park, it is important to ensure that citizens feel safe while walking along roads as well as when crossing roads to get to their destinations. Other safety concerns for pedestrians and bicyclists were noted by the community throughout the process related to speed limit enforcement, sight distance, and more. Crash Analysis A crash analysis was performed to inform the existing conditions analysis. Crashes involving pedestrians and cyclists within the City of Milton from January 2013 to August 2019 were pulled from the Georgia Electronic Accident ing System (GEARS). The crash analysis provides a greater understanding of trends in crashes involving bicyclists and pedestrians that have occurred to help develop the Plan recommendations. The map to the right displays the 13 crashes identified, which shows that the crashes are largely clustered in the densest areas of the City including Crabapple and Deerfield. These crashes represent current concerns related to walking within Crabapple and around the commercial area along Highway 9, and therefore support the need for improved infrastructure in Crabapple and Deerfield as development continues and walking or biking becomes more desirable. Additionally, some of the crashes in other areas of the city are related to cyclists traveling along the roads or pedestrians crossing wide roads, which have also been identified throughout the community engagement that is detailed on the following two pages. 37 — — — — — — — — — — — — — — — — — — — — — — — — — - JREAS OF , fAFET Y CONCERN — — — — — — — — — — — — — — — — — — — — — — — Community Input Citywide safety was consistently a top priority of the project as conveyed by the community. The fourth target group meeting focused on citywide concerns where safety was a major topic of conversation. The fop three citywide safety priorities identified at the meeting by the 31 participants are the following: Priority 1: Gravel roads - restrict and enforce no parking, provide off site parking, slow speeds and enforce speed limits, fix signage Priority 2: Address the speeding issue throughout the City Priority 3: Provide safe sidewalks and sidepaths to schools The community input survey also provided a substantial amount of feedback on particular areas of safety concern throughout the City. Regarding the priorities ranking question, Areas of Safety Concern ranked number one out of the four Trail Priorities. The open-ended question, "Share additional thoughts on areas of safety concern," resulted in the following top three categories of responses: 1. General connectivity and safe bicycle/pedestrian infrastructure in Crabapple and Deerfield areas 2. Safety concerns for bicycles and road cyclists citywide 3. Safety concerns along Hopewell Road as it is a popular road cyclist route Other key relevant feedback provided by the various engagement platforms includes the following: • A desire for connected sidewalks along Birmingham Highway, especially between Crabapple and Providence Road • Road cyclist safety is a concern, especially along popular routes such as Freemanville Road and Hopewell Road • Sidewalk and trail connectivity to parks and retail is desired citywide • Desire for improvements to Hopewell Rd at Thompson Rd intersection Pictured above: Bicycle and pedestrian facilities near Cambridge High School in Deerfield — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 38 ,IREAS OF fAFETY CONCERN —————————— — — — — — — Citywide Areas of Safety Concern Areas of Safety Concern • Safety Concern Location Identified by Trails Advisory Committee Safety Concern Location Identified by Trails Advisory Committee • Safety Concern Location Identified /- by Citizen through Online Survey / NSafety Concern Location Identified by Citizen through Online Survey C Background Activity Centers i 1 •• •• • • 1 Finally, the online survey included a feature that allowed respondents to mark intersections and segments of safety concern on a map of the City. The map above displays these contributions and consolidates all of the feedback from the online survey as well as the target group meetings, open houses, and additional avenues of community engagement from the planning process. This feedback further summarizes the general themes of citywide safety concerns. A majority of the point locations are in Crabapple and Deerfield, and the others are located near schools and parks including Birmingham Park, Bell Memorial Park, and the Park at the Former Milton Country Club. Many of the segments refer to some of the popular road cyclists routes. These segments also overlapped with many of the desired locations for trails or sidepaths, which were also able to be documented via the online mapping portion of the survey. Proposed Action Plan Due to the broad nature of this priority, individual projects were not determined for this subarea. Instead, phased policy -based recommendations were determined. These recommendations guide the process of creating a systemic, policy -based approach to pedestrian and bicycle safety infrastructure that is applicable to the entire city. The table on the following page details the recommendations in a phased approach. 11 - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — i • • • 1 Finally, the online survey included a feature that allowed respondents to mark intersections and segments of safety concern on a map of the City. The map above displays these contributions and consolidates all of the feedback from the online survey as well as the target group meetings, open houses, and additional avenues of community engagement from the planning process. This feedback further summarizes the general themes of citywide safety concerns. A majority of the point locations are in Crabapple and Deerfield, and the others are located near schools and parks including Birmingham Park, Bell Memorial Park, and the Park at the Former Milton Country Club. Many of the segments refer to some of the popular road cyclists routes. These segments also overlapped with many of the desired locations for trails or sidepaths, which were also able to be documented via the online mapping portion of the survey. Proposed Action Plan Due to the broad nature of this priority, individual projects were not determined for this subarea. Instead, phased policy -based recommendations were determined. These recommendations guide the process of creating a systemic, policy -based approach to pedestrian and bicycle safety infrastructure that is applicable to the entire city. The table on the following page details the recommendations in a phased approach. 11 - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — REAS OF fAFETY CONCERN • Identify corridors appropriate for lane reconfiguration • Identify corridors for traffic calming implementation PHASE 1 Identify Key Corridors . Identify important sidewalk and sidepath connections • Consider Bicycle Priority Network from the 2016 Milton CTP • Systemic crossing treatment recommendation Develop 0 Possible RRFB or HAWK locations PHASE 2 Systemic Policy 0 Warning signage locations Recommendations Develop policy guidance for bicycle priority network including bicycle/ pedestrian education campaign • Prioritize projects • Identify funding sources PHASE 3 Implement Projects Look for regional partnership opportunities Phase 1 In an effort to simplify the mission of creating a citywide transportation network that is safe for all modes, Phase 1 begins with identifying key corridors grouped by potential treatments. The first bullet in this phase refers to existing lane configurations that are not conducive to pedestrian safety such as four -lane roads with two-way left turn lanes. This is an opportunity to convert the two-way left turn lane to a median, which allows for a much safer crossing experience as the median provides a refuge. Traffic calming is an important concept for areas with mixed land uses and high pedestrian activity, such as Crabapple. Traffic calming devices aim to reduce vehicle speeds and include raised crosswalks, traffic circles, offset curb extensions, speed detection devices, and more. Additionally, while the Proposed Concept Plans for Crabapple and Deerfield include sidewalk and sidepath projects, other, less dense areas of the City could also benefit from sidewalk and sidepath connections. Finally, safety concerns related to road cyclists were common throughout the planning process; however, this plan does not specifically address the safety of recreational road cyclists since this was recently analyzed and addressed in detail in the 2016 Milton CTP. The fourth bullet refers to a key recommendation from the CTP which was to develop a Bicycle Priority Network by designating certain corridors as priority bicycle routes. Cyclist activity and infrastructure would be focused on these corridors, leaving the alternate corridors in the City as priority vehicle routes. Additionally, according to the CTP, "bicycle -related capital improvements, signage and striping enhancements, educational campaigns, and enforcement measures should be focused along these roadways." Phase 2 After key corridors are identified, systemic policy recommendations can provide a consistent way to address the safety issues. While each location must be studied on a case-by-case basis before a safety improvement is implemented, it is beneficial to have recognizable facilities across the City. The first recommendation of Phase 2 is to develop systemic crossing treatment recommendations. This includes recommendations for RRFBs, HAWK signals, and warning signage. Regarding the Bicycle Priority Network, Phase 2 recommends developing policy guidance for the network including a bicycle/pedestrian education campaign, as was mentioned in the 2016 CTP. Phase 3 With key corridors identified and systemic policy recommendations developed, safety projects can be successfully implemented. To implement projects, Phase 3 recommends prioritizing projects, identifying funding sources, and looking for regional partnership opportunities. Bicycle and pedestrian safety is an increasingly important topic in the state of Georgia, so funding sources and partnership opportunities are available with campaigns such as Safe Routes to School and Vision Zero. The City of Milton already has a strong foundation for providing a safe transportation network, and this three-phase, policy -based approach creates a method to further address community concerns and complements the proposed projects in the previous five subareas. F41] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - F4. ���- 1\�-' i :! ! `71y.aJ^ s'� �c � .i.��?`Y '1 ✓ -..1 .. � �.F � �y IS � � ;' /�j/ OTHER POLICY AND ZESIGN CONSIDERATIONS • EQUESTRIAN DESIGN ELEMENTS • ACCESSIBLE DESIGN ELEMENTS • SAFETY IN PARKS AND GREENSPACE PROPERTIES • PUBLIC ART . ,x f..^�.9i ..r..--�✓�:e. —3'�a� 'a'_`'' z'i,�y:_ Ci._.:�i... .,.1; �iVb -ll•�`;', �r!!:.. �1 � EQUESTRIAN DESIGN ELEMENTS Equestrian design is particularly important to the City of Milton given its history. The Equestrian Design Guidebook for Trails, Trailheads, and Campgrounds, funded by the Federal Highway Administration, was referenced as guidance for the equestrian design elements in this Plan, which are proposed in Birmingham Park and the Preserve at Lackey Road. Trails Trails were proposed to have a horizontal clearance of eight feet as recommended for two-way travel by the Equestrian Design Guidebook. This ensures enough width for an emergency services horse trailer. The guidebook notes that trail surfaces made with natural materials, such as native soil and wood chips, provide the highest level of horse comfort. Trailer Parking The separated equestrian trailer parking was designed using the standards in the Equestrian Design Guidebook. Each trailer parking space is proposed to be roughly 18 feet wide by 55 feet long. The equestrian trailer parking lots were designed with a loop to ease the trailer parking experience. Furthermore, the equestrian trailheads were also designed to be as far away from the main roads as possible. This is precautionary in the event that a horse darts from the parking area. Amenities Equestrian trailheads require unique amenities. Water troughs, as shown above, are included in the proposed concept plans for Birmingham Park and the Preserve at Lackey Road. Water hydrants may be provided as an alternative to a communal water source. Corrals are also included as a safety and convenience measure. ACCESSIBLE DESIGN ELEMENTS Accessibility guidelines were considered for all proposed projects in Crabapple and Deerfield and where feasible in Birmingham Park and the Greenspace properties. The 2010 ADA Standards for Accessible Design apply to all new construction and alterations of public facilities by state and local governments where structurally practicable. Crabapple and Deerfield The engineering feasibility analysis conducted as part of this Plan considered the practicability of constructing the proposed sidewalk, sidepath, and trail projects in Crabapple and Deerfield to the 2010 ADA Standards. Where necessary, the estimated costs of structural walls are included in the high-level costing of these projects to maintain the acceptable grade. Otherwise, the proposed surface material and widths adhere to the ADA Standards. It is assumed that the proposed projects will be designed and constructed according to the appropriate standards when the project is in the engineering design and construction phases. Picture above: Wafer trough. Image Source: Equestrian Design Guidebook. https://www.fs.fed. us/t-d/pubs/htmlpubs/htm07232816 /page 12.htm Pictured above: Sketch of proposed Preserve at Lackey Road general (upper) and equestrian (lower) parking facilities 43 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Birmingham Park and the Greenspace Properties The terrain was analyzed in Birmingham Park and the Greenspace properties to determine where accessible trails are feasible without significant disruption of the natural environment. The terrain in these areas is acceptable according to the 2010 ADA Standards. Because the ADA guidelines do not focus on recreational frail facilities in particular, the US Forest Service 2013 Accessibility Guidebook, Architectural Barriers Act (ABA) Accessibility Standards, and the guidelines provided by other national agencies were also researched to ensure that the best practices were recommended in this Plan. The trails with moderate terrain were proposed to be eight feet wide and constructed with decomposed granite material which provides further stability. These trails preserve the natural landscape while providing Milton residents of all abilities the opportunity to enjoy the public spaces. SAFETY IN PARKS AND GREENSPACE PROPERTIES Safety and security was consistently a top priority of the community regarding the Proposed Plan Concepts for Birmingham Park and the Greenspace properties. There are a several features that can be integrated throughout the proposed trail systems to provide a greater sense of safety and security including emergency service phones, emergency location markers with geographic ID, and security cameras. The image on the left shows an example of an emergency trails locator system used for off-street trails in Gwinneft County, Georgia. PUBLIC ART Public art is another important design element that should be considered as the proposed projects are implemented. Integrating public art into the transportation network and public spaces has many potential benefits including placemaking, supporting local artists, and encouraging the importance of arts in the community. Public art can be implemented in the parks and greenspaces in a natural way that aligns with the intentions of the Greenspace Bond Fund properties. For example, the image on the left displays the Chimney Swift Towers constructed in Piedmont Park in Midtown Atlanta. Homes with chimneys are becoming less common in urban areas, so these artistic towers provide an essential habitat for Chimney Swifts. Additionally, this example of public art serves an educational purpose with corresponding information signs. The Team met with the Milton Public Art Commission to discuss opportunities to incorporate meaningful public art in the frail systems in Crabapple and Deerfield as well as Birmingham Park and the Greenspace Bond Fund properties. Overall, public art has the potential to enhance and complement the proposed projects and concepts of this Plan. Pictured above: Gwinneft County emergency trails locator system Pictured above: Chimney Swift Towers. Image Source: Atlanta Audubon Society. https://www.atlantaaudubon.org/piedmont- park-exhibitat.html — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 44 t i t 141 d� j v � (��r� Ali ' .�� l►� No Text ACKNOWLEDGMENTS MILTON MAYOR AND CITY COUNCIL Joe Lockwood, Mayor Peyton Jamison, Mayor Pro Term, District 1 /Post 1 Carol Cookerly, District 1 /Post 2 Laura Bentley, District 2/Post 1 Matt Kunz, Former City Council Member, District 2/Post 2 Paul Moore, District 2/Post 2 Joe Longoria, District 3/Post 1 Rick Mohrig, District 3/Post 2 PROJECT MANAGEMENT TEAM AND MILTON STAFF Steven Krokoff, City Manager Parag Agrawal, Community Development Director Michele McIntosh -Ross, Principal Planner and Project Manager Jim Cregge, Parks and Recreation Director Teresa Stickels, Conservation Projects Manager Shubhangi (Shubha) Jangam, Senior Planner Robert Buscemi, City Architect Sara Leaders, Transportation Engineer Dennis Miller, Facilities Manager Shannon Ferguson, Former Communications Director Greg Botelho, Communications Director Robert Drewry, Public Works Director CITY COMMITTEES Milton Trails Advisory Committee Milton Greenspace Advisory Committee (MGAC) Milton Equestrian Committee Milton Public Arts Commission CONSULTANT TEAM CITY COUNCIL AGENDA ITEM TO: City Council DATE: August 11, 2020 FROM: Steven Krokoff, City Manager AGENDA ITEM: Consideration of Agreement for Joint Representation and Cost Sharing between the City of Milton and the Cities of Roswell, Alpharetta, Sandy Springs, Johns Creek, East Point, College Park, Hapeville, City of South Fulton, Palmetto, Union City, Chattahoochee Hills, Fairburn and Mountain Park to Jointly Engage and to Share Certain Legal Fees and Costs Associated with the Representation of CARES Act Funding MEETING DATE: Monday, August 17, 2020 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 ___ NO CITY ATTORNEY REVIEW REQUIRED: ___ YES ___ NO APPROVAL BY CITY ATTORNEY ___ APPROVED ___ NOT APPROVED PLACED ON AGENDA FOR: __________ X X August 17, 2020 X X To: Honorable Mayor and City Council Members From: Ken Jarrad, City Attorney Date: Submitted August 11, 2020 for the August 17, 2020 Regular City Council Meeting Agenda Item: Consideration of Agreement for Joint Representation and Cost Sharing between the City of Milton and the Cities of Roswell, Alpharetta, Sandy Springs, Johns Creek, East Point, College Park, Hapeville, City of South Fulton, Palmetto, Union City, Chattahoochee Hills, Fairburn and Mountain Park to Jointly Engage and to Share Certain Legal Fees and Costs Associated with the Representation of CARES Act Funding _____________________________________________________________________________________ Department Recommendation: Approval. Executive Summary: This Joint Representation and Cost Sharing Agreement sets forth the terms under which the Cities agree to jointly engage and share legal fees and costs associated with their representation in any action against Fulton County regarding CARES Act funding. All pleadings will be provided to the Cities for review prior to filing. The Cities shall be represented by one firm with each city responsible for their own costs. Costs will be based on population as provided in the LOST tax certification. Any conflicts that arise must immediately be disclosed. The Cities are asked to acknowledge that in light of joint representation, any confidential information shall be subject to disclosure to the other Cities. Legal Review: Ken Jarrard, Jarrard & Davis, August 11, 2020 Concurrent Review: Steve Krokoff, City Manager Attachment: Agreement JOINT REPRESENTATION AND COST SHARING AGREEMENT This Joint Representation and Cost Sharing Agreement ("Agreement") sets forth the terms under which the Cities of Roswell, Alpharetta, Sandy Springs, Johns Creek, Milton East Point, College Park, Hapeville, City of South Fulton, Palmetto, Union City, Chattahoochee Hills, Fairburn and Mountain Park ("Cities") agree to jointly engage and to share certain legal fees and costs associated with the representation of the Cities in any and all actions including Court filings against Fulton County regarding CARES Act funding. The effective date of this Agreement is the date the Agreement is signed by the Cities. If the Cities sign the Agreement on different dates then the later date is the effective date. RECITALS Whereas, Cities are all qualified municipalities located within Fulton County that provide governmental services that were directly affected by COVID-19; and Whereas, through the Coronavirus Relief Fund, the CARES Act was meant to provide for payments to State, Local and Tribal governments to cover unbudgeted expenditures that are necessary due to the public health emergency with respect to COVID-19 for the period beginning March 1, 2020 and ending December 30, 2020; and Whereas, the Fulton County received one-hundred four million dollars ($104,000,000.00) based on its population under the Coronavirus Relief Fund; and Whereas, all of Fulton County’s population is within the Cities heretofore mentioned and in the City of Atlanta, which received CARES money directly from the federal government; and Whereas, Fulton County is proposing to only disperseprovide to the Cities the amount of two million five hundred thousand dollars ($2,500,000.00) in total; and Whereas, Cities believe that the use of funds is intended to assist State and Local governments to meet the costs associated with responding to COVID-19 through the end of 2020; and Whereas, Fulton County provides very limited governmental services required to respond to the COVID-19 within the Cities that was not already budgeted for within the Fulton County budget, but received funding based on the populations of the Cities; and Whereas, the Cities are providing the necessary services within their jurisdictions without any relief from the cataclysmic drain on their budgets; Now, therefore, Cities desire to address this inequity and failure of Fulton County to properly fund the Cities for disperse funds received from the federal government for services provided by the Cities to the very population for which Fulton County received such federal funds, the parties agree as follows: AGREEMENT The parties hereby agree: 1. The above recitals are true and are hereby incorporated by reference. 2. Cities agree to be represented by one party or firm (to be agreed upon by all parties) in addressing all COVID-19 funding related issues with Fulton County and the State of Georgia, if necessary. 3. Each City shall be entitled to full representation, but shall be free to make decisions in the best interests of their citizens. 4. All pleadings and motions shall be provided to each City for review before same are filed with the Court. 54. Each City shall be responsible for the costs of representation based on their population as provided in the latest Local Option Sales Tax certification. 56. The Agreement to share fees and costs according to this percentage or ratio shall apply to all invoices concerning the Joint Representation issued on or after the effective date of this Agreement. 67. Nothing in this Agreement shall constitute a waiver of the parties' right to contest the amounts billed. 78. The Parties intend that they shall be jointly represented in this matter with an aim of providing consistent advice and direction. Each City, however, retains the independent ability to reach agreement with Fulton County to settle the matter in the best interest of their citizens, provided they shall be responsible for all associated proportionate costs up to and until such settlement is final, provided advance notice of any proposed settlement reached by the settling City is provided to the non-settling Cities. 9. The Cities wish to advance joint, unified legal theories and litigation strategy. Based on the potential claims, legal positions and defenses that the Citiesthey anticipate would be contested were litigation to proceed, and currently the Cities do not foresee any potential for the interests of the Cities to diverge in a manner that would prevent joint representation. , hHowever, Cities Commented [CS1]: Capitalize throughout when referring to the Parties to the agreement Cities and their City Attorneys will constantly monitor the situation to evaluate whether potential or actual conflicts of interests are developing. Each City hereby agrees to advise the remaining Cities if, at any time, it feels a conflict has arisen that precludes effective joint representation. Were such conflicts to develop, then it might become impossible for joint representation, and because of future conflicts, one or more of the Cities might need to disassociate and retain separate counsel. In that event, such City or Cities shall immediately provide notice to the remaining Cities and forego any future representation in this matter by such firm or party representing the remaining parties. With some exceptions, the law requires that an attorney not disclose confidential communications or secrets of a client - a doctrine often known as the "attorney-client privilege." However, where clients consent to joint representation, the law imputes a waiver of such confidentiality as between the joint clients, absent other agreements of the clients. As applied to this case, each City acknowledges and agrees in advance that any confidential information presented shall be subject to disclosure to the other Cities. 910. This Agreement is the entire agreement between the Cities with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreement and discussion. This Agreement may not be altered or modified except in writing by a document signed by all the Parties. 1011. This Agreement shall be governed by and construed according to the laws of the State of Georgia with venue in the Superior Court of Fulton County. 1112. The Parties do not intend to create any third- party beneficiaries to this Agreement. 1213. The individuals signing this Agreement on behalf of each Party represent and warrant that they have full authority and are duly authorized to do so on behalf of the City they represent. 1314. The Parties acknowledge that each City and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement. 156. This Agreement may be executed in counterparts. The counterparts shall together comprise a single Agreement.