HomeMy WebLinkAbout04-13-09 PacketPage 1 of 3
Milton City Hall
City Council Chambers
13000 Deerfield Parkway, Suite E
Milton, GA 30004
Persons needing special accommodations in order to participate in any City
meeting should call 678-242-2500.
CITY OF MILTON, GEORGIA
Joe Lockwood, Mayor
CITY COUNCIL
Karen Thurman
Julie Zahner Bailey
Bill Lusk
Burt Hewitt
Tina D’Aversa
Alan Tart
Monday, April 13, 2009 Regular Council Meeting Agenda 6:00 PM
INVOCATION - Reverend William Burke (retired) – Morning Star Chapel
1) CALL TO ORDER
2) ROLL CALL
3) PLEDGE OF ALLEGIANCE (Led by the Mayor)
(Agenda Item No. 09-829)
4) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda)
5) PUBLIC COMMENT
6) CONSENT AGENDA
(Agenda Item No. 09-830)
1. Approval of the March 9, 2009 Work Session Minutes.
(Jeanette Marchiafava, City Clerk and Clerk of the Court)
(Agenda Item No. 09-831)
2. Approval of the March 16, 2009 Regular Meeting Minutes.
(Jeanette Marchiafava, City Clerk and Clerk of the Court)
(Agenda Item No. 09-832)
3. Approval of an Agreement to Assign Office Lease.
(Ken Jarrard, City Attorney)
(Agenda Item No. 09-833)
4. Approval of contract with Marriott Evergreen Conference Center (Retreat of the Mayor and
Council).
(Chris Lagerbloom, City Manager)
MILTON CITY COUNCIL REGULAR MEETING AGENDA APRIL 13, 2009 – 6:00 PM
Page 2 of 3
Milton City Hall
City Council Chambers
13000 Deerfield Parkway, Suite E
Milton, GA 30004
Persons needing special accommodations in order to participate in any City
meeting should call 678-242-2500.
(Agenda Item No. 09-834)
5. Approval of the following plats:
1) The Manor 1-B revision Revise lot 9
2) The Hampshires II revision Add drainage easement
3) Pure Property minor plat create two lots
(Alice Wakefield, Community Development Director)
(Agenda Item No. 09-835)
6. Approval of the renewal of the Intergovernmental Agreement for the provision of animal
control services between Fulton County and the City of Milton.
(Chris Lagerbloom, City Manager)
7) REPORTS AND PRESENTATIONS
1. Patriots Day Proclamation.
(Presented by Councilmember Bill Lusk, and the Sons of the American Revolution)
2. Georgia Cities Week Proclamation.
(Presented by Allie Taylor, Communications Specialist)
8) PUBLIC HEARING
1. Public Hearing on Solid Waste Management Plan and approval to submit Draft Solid
Waste Management Plan on April 15, 2009 to Atlanta Regional Commission (ARC) and
Department of Community Affairs (DCA).
(Dan Drake, Public Works Director)
9) FIRST PRESENTATION
(Agenda Item No. 09-836)
1. U09-02/VC09-02 - 15150 Birmingham Hwy, Application by Robb Nestor to obtain a use
permit for a landscaping business on 3.926 acres at a density of 387.92 square feet per
acre (Article 19.4.27). Applicant is also requesting concurrent variance to allow access
from a local street (Article 19.4.27.B.1).
(Presented by Alice Wakefield, Community Development Director)
(Agenda Item No. 09-837)
2. RZ09-01- To amend Article 33 “Signs” of the City of Milton Zoning Ordinance to clarify
the height restriction of various signs and to amend the “Considerations” for sign
variances.
(Presented by Alice Wakefield, Community Development Director)
(Agenda Item No. 09-838)
3. Approval of an Ordinance of the Mayor and Council of the City of Milton, Georgia, to
allow a waiver of the penalty of the base amount of past due ad valorem taxes on a case
by case basis, to allow for payment of past due ad valorem taxes in installments, and for
other purposes.
(Presented by Ken Jarrard, City Attorney)
MILTON CITY COUNCIL REGULAR MEETING AGENDA APRIL 13, 2009 – 6:00 PM
Page 3 of 3
Milton City Hall
City Council Chambers
13000 Deerfield Parkway, Suite E
Milton, GA 30004
Persons needing special accommodations in order to participate in any City
meeting should call 678-242-2500.
10) UNFINISHED BUSINESS
(Agenda Item No. 09-839)
1. Amendment of Resolution No. 09-03-85, A Resolution to Create a Committee to Serve as
the Highway 9 Design Guideline Committee for the Potential Revision to the Highway 9
Overlay District of the City of Milton Zoning Ordinance by Adding Committee
Members.
(Presented by Alice Wakefield, Community Development Director)
11) NEW BUSINESS
(Agenda Item No. 09-840)
1. Approval of a contract with EDAW, Inc. to prepare and develop a Parks and Recreation
Comprehensive Assessment for the City of Milton.
(Presented by Brad Chambers, Parks and Recreation Representative)
(Agenda Item No. 09-841)
2. Acceptance of Bethany Road Petition.
(Presented by Dan Drake, Public Works Director)
(Agenda Item No. 09-842)
3. Approval for an Application to the Department of Justice for a 2009 COPS Hiring Grant.
(Presented by ML Marietta, Assistant to the City Manager)
(Agenda Item No. 09-843)
4. Approval of a Resolution of the City Council of Milton to Enter into a Contractual
Agreement with ECOS Environmental Design, Inc. as the Comprehensive
Plan/Committee Agenda Public Participation Facilitator.
(Presented by Alice Wakefield, Community Development Director)
12) MAYOR AND COUNCIL REPORTS
13) STAFF REPORTS
14) EXECUTIVE SESSION
1. The purpose of the Executive Session is to discuss potential litigation and personnel.
(Agenda Item No. 09-844)
15) ADJOURNMENT
AGREEMENT TO ASSIGN OFFICE LEASE
This Agreement to Assign Office Lease (hereinafter referred to as this "Agreement") is made
this day of , 2008, by and between CH2M HILL, INC., a Florida Corporation
("CH2M"), and the CITY OF MILTON, GEORGIA, (the "CITY").
WITNESSETH:
WHEREAS, CH2M currently leases 23,809 square feet at 13000 Deerfield Parkway,
Building 100, Suite 107, Milton, Georgia 30004 from CAT -ATL Owner, LLC ("Owner") pursuant to
that Office Lease between Owner and CH2M dated November 10, 2006 (the "Lease"), a copy of
which is attached hereto and incorporated herein by reference as Exhibit "A"; and
WHEREAS, CH2M now desires to assign said Lease to the CITY pursuant to Section 18 of
the Lease; and
WHEREAS, the CITY desires to accept the assignment of the Lease under the terms and
conditions contained herein.
FOR AND IN CONSIDERATION OF the above premises, the exchange of $10.00, and
other good and valuable consideration described herein, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows:
The parties agree that, except as otherwise provided herein, the Lease is hereby assigned to
the CITY effective as of . Except as otherwise expressly set forth in
this Agreement, the CITY shall assume all obligations, duties, and responsibilities of the Lease.
CAT -ATL, LLC, while not a party to this Agreement, by its authorized signature affixed below does
hereby manifest its consent to same.
2.
To the fullest extent allowed by law, the CITY agrees to indemnify and hold CH2M
harmless from any claims, causes of action, demands, judgments or damages arising out of or related
to the CITY's performance or non-performance of its duties under the Lease; except, CH2M agrees
to indemnify and hold the CITY harmless from any claims, causes of action, demands, judgments or
damages arising out of or related to CH2M's actions or inactions that impede, frustrate, or impair
the CITY's ability to perform its obligations under Paragraph 1 of this Agreement.
0
CH2M shall be solely liable for payment to Owner of the assignment fee contemplated by
Section 180) of the Lease.
U
As authorized by Section 18(i) of the Lease, this assignment to the CITY shall include the
right to exercise options contained in the Lease, including but not limited to the options to renew the
Lease Term and expand the Premises.
5.
The term of this Agreement shall be from the date of execution until December 31, 2008,
unless terminated earlier as provided for herein. This Agreement shall automatically renew on
January 1, 2009 and on January 1 of each year thereafter absent written notice of non -renewal
provided by the CITY to CH2M at least sixty (60) days prior to December 31, 2008 or December 31
of any then current renewal term thereafter, provided that this Agreement shall terminate absolutely
and without further obligation on the part of the CITY on December 31 of each year.
on
It is specifically contemplated by the Parties to this Agreement, that the CITY may
commence negotiations with CAT -ATL, LLC to terminate or modify the Lease. CH2M does hereby
consent to such, subject only to the requirement that said negotiations or Lease revisions do not
result in CH2M incurring a monetary liability or penalty under the Lease.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
CH2M HILL, INC.
By:
Name/Title:
Attest:
Name/Title:
[AFFIX CORPORATE SEAL]
CITY OF MILTON, GEORGIA
By:
Name/Title:
Attest:
Name/Title:
Accepted by:
Name/Title:
For: CAT -ATL OWNER, LLC
.EXHIBIT
State of Georgia:
County of Fulton:
OFFICE LEASE
THIS LEASE ("Lease"), made this 10"' day of November, 2006. by and between CAT -
ATL Owner LLC, a Delaware limited liability company, ("Landlord") and CH2M HILL, Inc., a
Florida corporation, ("Tenant"), provides as follows.
1. BASIC DEFINITIONS AND PROVISIONS. The following basic definitions and
provisions apply to this Lease:
a. Premises. Rentable Square Feet
Suite:
Building:
Street Address:
City/County:
State/Zip Code:
b. Term. Number of Months:
Commencement Date:
Expiration Date:
c. Permitted Use.
d. Occupancy Limitation.
23,809 (under BOMA standard of measure
(ANSI -Z 65.1-1996)
107
100
13000 Deerfield Parkway
Milton, Fulton
Georgia, 30004
Sixty-nine (69)
The earlier of (i) January 1, 2007, or (ii)
Tenant's occupancy of any portion of the
Premises for the purpose intended and the
issuance of a permanent certificate of
occupancy for the Premises.
The date that is sixty-nine (69) months after
the Commencement Date.
General Office Use and purposes incidental
thereto, and uses in common with the
operations of a municipal govemment.
No more than five (5) persons per one
thousand (1,000) rentable square feet.
e. Base Rent. The minimum base rent ("Base Rent") for the Term is payable in monthly
installments on the 1'L day of each month in accordance with the following Base Rent schedule:
FROM
THROUGH
RATE PER I
RENTABLE
SQUARE FOOT*
CUMULATIVE
RENT*
MONTHLY
RENT*
Commencement Date
Month 12
$5.75
$136,901.75
$11,4_08.48
Month 13
Month 24
$18.50
$440,466.48
$36,705.54
Month 25
Month 36
$18.87
$449,275.80
$37,439.65
Month 37
Month 48
$19.25
$458,26128
$38,188.44
Month 49
Month 60
$19.63
$467,426.52
$38,952.21
Month 61
Month 69
$20.03
$357.581.25
$39,731.25
f. Rent Payment Address. CAT -ATL Owner LLC
P.O. Box 552216
Tampa, Florida 33655-2216
Tax ID #: 20-3975769
g. Security Deposit. Zero Dollars ($0.00)
h. Business Hours. 8:00 A.M. to 6:00 P.M. Monday, Tuesday, Wednesday, and
Friday, and 8:00 A.M. to 11:00 P.M. Thursday (excluding
Holidays as set forth in Section 1.p. of this Lease).
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i. Electrical Service. Three (3) watts per usable square foot for convenience
outlets.
I. After Hours HVAC Rate. The Landlord's actual cost, plus a five percent (5%) fee for
the reading of any meters, invoicing to Tenant, and the
additional use of the HVAC equipment.
k. Parking. 4 spaces per 1,000 rentable square foot, of which 91
spaces shall be unreserved and 4 spaces shall be
reserved.
I. Access Cards. 75 after hour access cards upon commencement.
Current charge of $20.00 per additional card or
replacement card, respectively.
m. Construction Supervision
Fee. The initial Construction Supervision Fee for alterations
and/or improvements made prior to the Commencement
Date shall be $7,500.00. The Construction Supervision Fee
for any subsequent alterations or improvements shall equal
five percent (5%) of the total cost of the improvements or
alterations.
n. Notice Addresses.
LANDLORD: CAT -ATL Owner LLC
c/o Eola Capital LLC
One Independent Drive
Suite 1850
Jacksonville, Flonda 32202
Attn: Lease Administrator
with a copy to: CAT -ATL Owner LLC
c/o Eola Capital LLC
1979 Lakeside Parkway
Suite 330
Tucker, Georgia 30084
Attn: Managing Director
TENANT:
Director of Corporate Real Estate
CH2M HILL, Inc.
9191 South Jamaica Street
Englewood, Colorado 80112-5946
With a copy to:
Office Manager
CH2M HILL, Inc.
13000 Deerfield Parkway
Suite 107
Milton, GA 30004
City Manager
City of Milton
13000 Deerfield Parkway
Suite 107
Milton, GA 30004
o. Broker(s).
David L. Kilborn-Carter & Associates
James S. Andrews -Carter & Associates
Eola Capital LLC
p. Holidays.
New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and the day after Thanksgiving
Day, and Christmas Day and the day after Christmas Day
100206 2 C''66 012 Georgia F,/ Sw Lege C -VN R.
2. LEASED PREMISES.
a. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises
identified in Section 1 a and as more particularly shown on Exhibit A, attached hereto.
b. Rentable Square Foot Determination. The parties acknowledge that all square foot
measurements are approximate and agree that the square footage figures in Section la shall be
conclusive for all purposes with respect to this Lease.
c. Common Areas. Tenant shall have non-exclusive access to the common areas of the
Building. The common areas generally include space that is not included in portions of the
Building set aside for leasing to tenants or reserved for Landlord's exclusive use, including
entrances, hallways, lobbies, elevators, restrooms, walkways and plazas ("Common Areas").
Landlord has the exclusive right to (i) designate the Common Areas, (ii) change the designation
of any Common Area and otherwise modify the Common Areas, and (iii) permit special use of
the Common Areas, including temporary exclusive use for special occasions, provided such
temporary exclusive use does not unreasonably interfere with Tenant's business during
Business Hours. Tenant shall not interfere with the rights of others to use the Common Areas.
All use of the Common Areas shall be subject to any rules and regulations promulgated by
Landlord.
3. TERM.
a. Commencement and Expiration Dates. The Lease Term commences on the
Commencement Date and expires on the Expiration Date, as set forth in Section 1 b.
b. Adjustments to Commencement Date. No delay in completion of the Tenant
Improvements (as defined in the Work Letter) shall adjust the Commencement Date or relieve
Tenant of its obligations under this Lease, and neither Landlord nor Landlord's agents shall be
liable to Tenant for any loss or damage resulting from any such delay.
c. INTENTIONALLY OMITTED
d. INTENTIONALLY OMITTED
e. Adjustment of Expiration Date. If the Expiration Date does not occur on the last day of
a calendar month, then Landlord, at its option, may extend the Term by the number of days
necessary to cause the Expiration Date to occur on the last day of the last calendar month of the
Term. Tenant shall pay Base Rent and Additional Rent for such additional days at the same rate
payable for the portion of the last calendar month immediately preceding such extension.
f. Right to Occupy. Tenant shall not occupy the Premises until Tenant has complied
with all of the following requirements to the extent applicable under the terms of this Lease: (i)
delivery of all certificates of insurance. Tenant's failure to comply with the requirement set forth
in the foregoing sentence, or any other conditions precedent to occupancy under the terms of
this Lease shall not delay the Commencement Date.
g. Commencement Agreement. The Commencement Date. Term, and Expiration Date
may be set forth in a Commencement Agreement similar to Exhibit C, attached hereto, to be
prepared by Landlord and executed by the parties.
4. USE.
a. Permitted Use. The Premises may be used only for general office purposes in
connection with Tenant's Permitted Use as defined in Section 1c and in accordance with the
Occupancy Limitation as set forth in Section 1d.
b. Prohibited Uses. Tenant shall not use the Premises:
1. In violation of any restrictive covenants which apply to the Premises;
2. In any manner that constitutes a nuisance or trespass;
3. In any manner which increases any insurance premiums, or makes such
insurance unavailable to Landlord on the Building; provided that, in the event of
an increase in Landlord's insurance premiums which results from Tenant's use of
1007% 0 C186012 Ce go FSI S—L—CHN Red
the Premises, Landlord may elect to permit the use and charge Tenant for the
increase in premiums, and Tenant's failure to pay Landlord, on demand, the
amount of such increase shall be an event of default:
In any manner that creates unusual demands for electricity, heating or air
conditioning; or
5. For any purpose except the Permitted Use, unless consented to by Landlord in
writing.
c. Prohibited Equipment in Premises. Tenant shall not install any equipment in the
Premises that places unusual demands on the electrical, heating or air conditioning systems
("High Demand Equipment") without Landlord's prior written consent. No such consent will be
given if Landlord determines, in its opinion, that such equipment may not be safely used in the
Premises or that electrical service is not adequate to support the equipment. Landlord's consent
may be conditioned, without limitation, upon separate metering of the High Demand Equipment
and Tenant's payment of all engineering, equipment, installation, maintenance, removal and
restoration costs and utility charges associated with the High Demand Equipment and the
separate meter. If High Demand Equipment used in the Premises by Tenant affect the
temperature otherwise maintained by the heating and air conditioning system, Landlord shall
have the right to install supplemental air conditioning units in the Premises with the cost of
engineering, installation, operation and maintenance of the units to be paid by Tenant. All costs
and expenses relating to High Demand Equipment and Landlord's administrative costs (such as
reading meters and calculating invoices) shall be Additional Rent, payable by Tenant upon
demand.
5. RENT.
a. Payment Obligations. Tenant shall pay Base Rent and Additional Rent (collectively,
"Rent") on or before the first day of each calendar month during the Term, as follows:
1. Rent payments shall be sent to the Rent Payment Address set forth in Section 1f.
2. Rent shall be paid without previous demand or notice and without set off or
deduction, except as otherwise specifically set forth in this Lease. Tenant's
obligation to pay Rent under this Lease is completely separate and independent
from any of Landlord's obligations under this Lease.
3. If the Term commences on a day other than the first day of a calendar month.
then Rent for such month shall be (i) prorated for the penod between the
Commencement Date and the last day of the month in which the
Commencement Date falls, and (ii) due and payable on the Commencement
Date.
4. For each Base Rent payment Landlord receives after the fifth (5th) day of the
month and each Additional Rent payment Landlord receives after its due date.
Landlord shall be entitled to a late charge in the amount of five percent (5%) of
such Rent due.
5. If Landlord presents Tenant's check to any bank and Tenant has insufficient
funds to pay for such check, then Landlord shall be entitled to all default
remedies provided under the terms of this Lease and the maximum lawful bad
check fee or five percent (5%) of the amount of such check. whichever amount
is less.
b. Base Rent. Tenant shall pay Base Rent as set forth in Section le.
c. Additional Rent. In addition to Base Rent, Tenant shall pay as Rent all sums and
charges due and payable by Tenant under this Lease ("Additional Rent"), including, but not
limited to, the following:
1. Tenant's Proportionate Share of the increase in Landlord's Operating Expenses
as set forth in Lease Addendum Number Two:
2. Any sales or use tax imposed on rents collected by Landlord or any tax on rents
in lieu of ad valorem taxes on the Building, even though laws imposing such
100206 A C166 012 Gmg,a Fur Sm- Lease CKW Red
taxes attempt to require Landlord to pay the same; provided, however; if any
such sales or use tax are imposed on Landlord and Landlord is prohibited by
applicable law from collecting the amount of such tax from Tenant as Additional
Rent, then Landlord and Tenant shall negotiate in good faith to determine a
new Base Rent rate for the remainder of the then current Term to account for
such tax and execute an amendment to this Lease memorializing same,
provided, however, that if Landlord and Tenant, within thirty (30) days after the
imposition of such tax, have not reached an agreement regarding such new
Base Rent rate, Landlord, upon ninety (90) days pnor notice to Tenant, may
terminate this Lease: and
3. Any construction supervision fees in connection with the construction of Tenant
Improvements or alterations to the Premises.
4. Full Service Lease. Landlord acknowledges that this Lease is a full service lease,
and that all costs of services and utilities to be provided by Landlord pursuant to
Section 7.a. of this Lease are covered in the Operating Expenses.
6. SECURITY DEPOSIT.
a. Amount of Deposit. Tenant shall deposit with Landlord a Security Deposit within ten
(10) days following the date of this Lease in the amount set forth in Section 1g, which sum
Landlord shall retain as security for the performance by Tenant of each of its obligations
hereunder. The Security Deposit shall not bear interest.
b. Application of Deposit. If Tenant at any time fails to perform any of its obligations
under this Lease, including its Rent or other payment obligations, its restoration obligations, or
its insurance and indemnity obligations, then Landlord may, at its option, apply the Security
Deposit (or any portion) to cure Tenant's default or to pay for damages caused by Tenant's
default. If the Lease has been terminated, then Landlord may apply the Security Deposit (or any
portion) against the damages incurred as a consequence of Tenant's breach. The application of
the Security Deposit shall not limit Landlord's remedies for default under the terms of this Lease.
If Landlord depletes the Security Deposit, in whole or in part, prior to the Expiration Date or any
termination of this Lease, then Tenant shall restore immediately the amount so used by
Landlord.
c. Refund of Deposit. Unless Landlord uses the Security Deposit to cure a default of
Tenant, to pay damages for Tenant's breach of the Lease, or to restore the Premises to the
condition to which Tenant is required to leave the Premises upon the expiration or any
termination of the Lease, then Landlord shall, within thirty (30) days after the Expiration Date or
any termination of this Lease, refund to Tenant any funds remaining in the Security Deposit.
Tenant may not credit the Security Deposit against any month's Rent.
7. SERVICES BY LANDLORD.
a. Base Services. Landlord shall cause to be furnished to the Building, or as applicable,
the Premises, in common with other tenants the following services:
1. Water (if available from city mains) for drinking, lavatory and toilet purposes.
Electricity (if available from the utility supplier) for the building standard
fluorescent lighting and for the operation of general office machines, such as
electric typewriters, desk top computers, dictating equipment, adding machines
and calculators, and general service non -production type office copy machines;
provided that Landlord shall have no obligation to provide more than the amount
of power for convenience outlets and the number of electrical circuits as set forth
in Section 1 i. Subject to availability from the utility supplier and any other
exceptions contained in this Lease, such electricity shall be provided to the
Premises 24 hours per day, seven days per week.
3. INTENTIONALLY OMITTED
4. Building standard fluorescent lighting, currently composed of 2' x 4' fixtures;
Tenant shall service, replace and maintain at its own expense any incandescent
fixtures, table lamps, or lighting other than the building standard fluorescent light.
100206 F C186012 Gmgm Ful Se Luse CMZM Re
and any dimmers or lighting controls other than controls for the building standard
fluorescent lighting.
5. Heating and air conditioning for the reasonably comfortable use and occupancy
of the Premises during Business Hours as set forth in Section 1h; provided that,
heating and cooling conforming to any governmental regulation prescribing
limitations thereon shall be deemed to comply with this service.
6. After Business Hours, weekend and holiday heating and air conditioning at the
After Hours HVAC rate set forth in Section 1j.
7. Janitorial services five (5) days a week (excluding Holidays) after Business
Hours, such services to be consistent with the specifications set forth on Exhibit D
attached hereto.
8. A reasonable pro -rata share of the unreserved parking spaces of the Building, not
to exceed the Parking specified in Section 1 k, for use by Tenant's employees and
visitors in common with the other tenants and their employees and visitors.
9. A reasonable number of after hour access cards, specified in Section 11, to the
Premises upon the Commencement Date. Should Tenant require additional
cards, or require replacement cards, a charge will be assessed as specified in
Section 11, for each additional card or replacement card.
b. Landlord's Maintenance. Landlord shall make all repairs and replacements to the
Building (including Building fixtures and equipment), Common Areas and Building Standard
Improvements in the Premises, except for repairs and replacements that Tenant must make
under Section 8. Landlord's maintenance shall include the roof, foundation, exterior walls,
windows, interior structural walls, all structural components, and all Building systems, such as
mechanical, electrical, HVAC, and plumbing. Repairs or replacements shall be made within a
reasonable time (depending on the nature of the repair or replacement needed) after receiving
notice from Tenant or Landlord having actual knowledge of the need for a repair or replacement.
c. No Abatement. There shall be no abatement or reduction of Rent by reason of any of
the foregoing services not being continuously provided to Tenant. Notwithstanding the foregoing
sentence, in the event of an interruption of one or more of the aforementioned services for more
than seventy-two (72) consecutive hours after Landlord's receipt of written notice from Tenant of
such interruption, Rent shall be abated in an equitable and lust proportion relative to such
interruption from the date of the interruption of the service. Subject to Section 19, if the
interruption of services continues for more than thirty (30) consecutive days after Landlord's
receipt of written notice from Tenant, Tenant may, but is not obligated to at its sole discretion
and at Landlord's expense, remedy the interruption of such service. This remedy is in addition
to any other remedy Tenant may possess and is not exclusive of any other remedies. Landlord
shall have the right to shut down the Building systems (including electricity and HVAC systems)
for required maintenance and safety inspections, and in cases of emergency.
d. Tenant's Obligation to Report Defects. Tenant shall report to Landlord any defective
condition in or about the Premises known to Tenant and if such defect is not so reported and
such failure to promptly report results in additional damage to the Premises or the Building that
could have been prevented or mitigated but for Tenant's failure to notify Landlord, Tenant shall
be liable for the additional amount of damage to the Premises and/or the Building resulting from
Tenant's failure or delay in notification.
e. Limitation on Landlord's Liability. Landlord shall not be liable to Tenant for any
damage caused to Tenant and its property due to the Building or any part or appurtenance
thereof being improperly constructed or being or becoming out of repair, or arising from the
leaking of gas, water, sewer or steam pipes, or from problems with electrical service except to
the extent of Landlord's negligence or intentional misconduct.
8. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES
a. Acceptance of Premises. Subject to the terms of the attached Work Letter, if any,
Tenant's occupancy of the Premises is Tenant's representation to Landlord that (i) Tenant has
examined and inspected the Premises, (ii) finds the Premises to be as represented by Landlord
and satisfactory for Tenant's intended use, and (iii) constitutes Tenant's acceptance of the
Premises "as is," except latent defects in the structural elements of the Premises, and the punch
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list items Tenant provides to Landlord in writing within three (3) business days after the
Commencement Date. Landlord makes no representation or warranty as to the condition of the
Premises except a warranty of title and/or a warranty of habitability, as specifically set forth in the
Worts Letter, if any.
b. Move -In Obligations. Tenant shall schedule its move -in with the Landlord's Property
Manager. Unless otherwise approved by Landlord's Property Manager, move -in shall not take
place during Business Hours. During Tenant's move -in, a representative of Tenant must be on-
site with Tenant's moving company to insure proper treatment of the Building and the Premises.
Elevators, entrances, hallways and other Common Areas must remain in use for the general
public during Business Hours. Any specialized use of elevators or other Common Areas must be
coordinated with Landlord's Property Manager. Tenant must properly dispose of all packing
material and refuse in accordance with the Rules and Regulations. Any damage or destruction
to the Building or the Premises due to moving will be the sole responsibility of Tenant.
c. Tenant's Maintenance. Tenant shall: (i) keep the Premises and fixtures in good order;
(ii) to the extent that insurance proceeds are available or would have been paid under an
insurance policy required under the terms of this Lease, make repairs and replacements to the
Premises or Building needed because of Tenant's misuse or negligence; (iii) repair and replace
Non -Standard Improvements, including any special equipment or decorative treatments,
installed by or at Tenant's request that serve the Premises (unless the Lease is ended because
of casualty loss or condemnation); and (iv) not commit waste.
d. Alterations to Premises. Tenant shall make no structural or interior alterations to the
Premises except as set forth in the Work Letter. If Tenant requests alterations in addition to the
alterations set forth in the Work Letter, then Tenant shall provide Landlord's Property Manager
with a complete set of construction drawings. If Landlord consents to the alterations, then the
Property Manager shall determine the actual cost of the work to be done (to include a
construction supervision fee to be paid to Landlord in the amount set forth in Section 1m).
Tenant may then either agree to pay Landlord to have the work done or withdraw its request for
alterations. All such alterations are subject to the prior written approval of Landlord.
Notwithstanding the foregoing, Tenant may make minor alterations without Landlord's consent.
Minor alterations are those alterations that do not affect the Building's structure or the Building's
systems and total less than $10,000.00 in cost. Further, Tenant will have the right to install free-
standing work station partitions, without Landlord's consent, so long as no building or other
governmental permit is required for their installation; however, if a permit is required, Landlord
will not unreasonably withhold its consent to such installation. Any such free-standing work
station partitions will be part of Tenant's trade fixtures for all purposes under this Lease.
e. Restoration of Premises. At the expiration or earlier termination of this Lease, Tenant
shall (i) deliver each and every part of the Premises in good repair and condition, ordinary wear
and tear and damage by insured casualty excepted, and (ii) restore the Premises at Tenant's
sole expense to the same condition as existed at the Commencement Date, ordinary wear and
tear and damage by insured casualty excepted, and (iii) remove all of Tenant's personal
property. If Tenant has required or installed Non -Standard Improvements, such improvements
shall be removed as part of Tenant's restoration obligation. Landlord, however, may elect to
require Tenant to leave any Non -Standard Improvements in the Premises unless at the time of
such Non -Standard Improvements were installed, Landlord agreed in writing that Tenant could
remove such improvements. Tenant shall repair any damage caused by the removal of any Non -
Standard Improvements. "Non -Standard Improvements" means such items as (i) High Demand
Equipment and separate meters, (ii) all Tenant installed wiring and cabling from the point of
origin to the termination point, (iii) raised floors for computer or communications systems, (iv)
telephone equipment, security systems, and UPS systems, (v) equipment racks, (vi) alterations
installed by or at the request of Tenant after the Commencement Date, and (vii) any other
improvements installed after the Commencement Date that are not part of the Building Standard
Improvements.
f. Landlord's Performance of Tenant's Obligations. If Tenant does not perform its
maintenance or restoration obligations in a timely manner, commencing the same within five (5)
days after receipt of notice from Landlord specifying the work needed, and thereafter diligently
and continuously pursuing the work until completion, then Landlord shall have the right, but not
the obligation, to perform such work. Any amounts expended by Landlord on such maintenance
or restoration shall be Additional Rent to be paid by Tenant to Landlord within thirty (30) days
after demand. Notwithstanding the foregoing, Tenant's maintenance and restoration obligations
are not contingent upon Landlord first notifying Tenant of the specific work needed to be
performed.
100206 7 0186012 G—gl1 FV Sante Lease CIN Re0
g. Construction Liens. Tenant shall not allow the creation of any lien, mortgage or other
encumbrance upon the reversionary or other estate of Landlord, or any interest of Landlord in
the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES
OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE
INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING. Tenant shall
keep the Premises and the Building free from any liens arising out of any work performed.
materials furnished, or obligations incurred by or on behalf of Tenant. Should any lien or claim of
lien be filed against the Premises or the Building by reason of any act or omission of Tenant or
any of Tenant's agents, employees, contractors or representatives, then Tenant shall cause the
same to be canceled and discharged of record by bond or otherwise within ten (10) days after
Tenant's receipt of notice thereof. Should Tenant fail to discharge the lien within ten (10) days,
then Landlord may discharge the lien. The amount paid by Landlord to discharge the lien
(whether directly or by bond), plus all administrative and legal costs incurred by Landlord, shall
be Additional Rent payable on demand. The remedies provided herein shall be in addition to all
other remedies available to Landlord under this Lease or otherwise.
h. TENANT SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY
CONSTRUCTION WORK IN THE PREMISES ON BEHALF OF TENANT THAT THIS LEASE
SPECIFICALLY PROVIDES THAT THE INTEREST OF LANDLORD IN THE PREMISES
SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS MADE BY TENANT, AND NO
MECHANIC'S LIEN OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES, MATERIALS,
SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL ATTACH TO OR AFFECT THE
STATE OR INTEREST OF LANDLORD IN AND TO THE PREMISES, THE BUILDING, OR ANY
PORTION THEREOF IN ADDITION, LANDLORD SHALL HAVE THE RIGHT TO POST AND
KEEP POSTED AT ALL REASONABLE TIMES ON THE PREMISES ANY NOTICES WHICH
LANDLORD SHALL BE REQUIRED TO POST FOR THE PROTECTION OF LANDLORD AND
THE PREMISES FROM ANY SUCH LIEN.
9. PROPERTY OF TENANT.
a. Property Taxes. Tenant shall pay when due all taxes levied or assessed upon
Tenant's equipment, fixtures, furniture, leasehold improvements and personal property located in
the Premises.
b. Removal. Provided Tenant is not in default, Tenant may remove all fixtures and
equipment which it has placed in the Premises; provided, however, Tenant must repair all
damages caused by such removal. If Tenant does not remove its property from the Premises
upon the expiration or earlier termination (for whatever cause) of this Lease, such property shall
be deemed abandoned by Tenant, and Landlord may dispose of the same in whatever manner
Landlord may elect without any liability to Tenant.
10. SIGNS. Tenant may not erect, install or display any sign or advertising material upon
the exterior of the Building or Premises (including any extenor doors, walls or windows) without
the pnor written consent of Landlord, which consent may be withheld in Landlord's sole
discretion. Door and directory signage shall be provided and installed by the Landlord in
accordance with building standards at Tenant's expense. Landlord agrees to construct, within a
commercially reasonable time after the Commencement Date, and with due diligence, a
monument off the main drive way and provide Tenant with the top signage identification during
the Term of this Lease.
11. ACCESS TO PREMISES.
a. Tenant's Access. Tenant, its agents, employees, invitees, and guests, shall have
access to the Premises and reasonable ingress and egress to common and public areas of the
Building twenty-four hours a day, seven days a week; provided, however, Landlord by
reasonable regulation may control such access for the comfort, convenience, safety and
protection of all tenants in the Building, or as needed for making repairs and alterations. Tenant
shall be responsible for providing access to the Premises to its agents, employees, invitees and
guests after Business Hours and on weekends and holidays, but in no event shall Tenant's use
of and access to the Premises during non -business hours compromise the security of the
Building.
b. Landlord's Access. Landlord shall have the right, at all reasonable times and upon
reasonable oral notice and without unreasonably interfering with Tenant's business, either itself
or through its authorized agents, to enter the Premises (i) to make repairs, alterations or
100206 0 C186 012 Georgia F V Sema Lease CHZM Red
changes as Landlord deems necessary, (ii) to inspect the Premises, mechanical systems and
electrical devices, and (iii) to show the Premises to prospective mortgagees and purchasers.
Within one hundred eighty (180) days prior to the Expiration Date, Landlord shall have the right,
either itself or through its authorized agents, to enter the Premises at all reasonable times with
reasonable advance notice and without unreasonably interfering with Tenant's business to show
prospective tenants.
c. Emergency Access. Landlord shall have the right to enter the Premises at any time
without notice in the event of an emergency.
12. TENANT'S COMPLIANCE.
a. Laws. Tenant shall comply with all applicable laws, ordinances and regulations
affecting the Premises, whether now existing or hereafter enacted.
b. Rules and Regulations. Tenant shall comply with the Rules and Regulations attached
as Exhibit B. The Rules and Regulations may be modified from time to time by Landlord,
effective as of the date delivered to Tenant or posted on the Premises, provided such rules are
reasonable and are uniformly applicable to all tenants in the Building. Any conflict between this
Lease and the Rules and Regulations shall be governed by the terms of this Lease.
13. ADA /OTHER LAW COMPLIANCE.
a. Tenant's Compliance. Tenant, at Tenant's sole expense, shall comply with all laws,
rules, orders, ordinances, directions, regulations and requirements of federal, state, county and
municipal authorities now in force, which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Premises or alteration of the Premises done by Tenant to
accommodate persons with special needs, including using all reasonable efforts to comply with
The Americans With Disabilities Act (the "ADA").
b. Landlord's Compliance. Landlord represents and warrants that to Landlord's actual
knowledge, but without investigation, or inquiry, as of the Effective Date, the Premises and the
Building comply with all applicable laws, statutes, ordinances, rules, codes, regulations, orders.
and interpretations of all federal, state, and other governmental or quasi -governmental
authorities having jurisdiction over the Building, including, without limitation, laws concerning
hazardous materials and the ADA. Each party shall promptly notify the other party of any action
threatened, instituted, and/or completed relating to any Environmental Laws affecting the
Premises, and/or Common Areas. Landlord, at Landlord's sole expense, shall use commercially
reasonable efforts to meet the requirements of the ADA as it applies to the Common Areas and
restrooms of the Building; but Landlord shall have no responsibility for ADA compliance with
respect to the Premises. Landlord shall not be required to make changes to the Common Areas
or restrooms of the Building to comply with ADA standards adopted after construction of the
Building unless specifically required to do so by law.
c. Landlord's Representations. Landlord hereby represents and warrants to Tenant that
to Landlord's actual knowledge, but without investigation or inquiry, as of the Effective Date, (1)
the Building (including the Landlord's parcel of land on which it is situated) is not contaminated
by any hazardous substances or materials. (2) no portion of the Building (including the
Landlord's parcel of land on which it is situated)is being used for the treatment, storage, or
disposal of any hazardous substances or materials (excluding small quantities of normal office
and cleaning supplies), and (3) the Building (including the Landlord's parcel of land on which it is
situated)is not on any governmental list of contaminated properties, nor is any investigation,
administrative order or notice, consent order, or agreement for litigation in existence or
anticipated with respect to the Building (including the Landlord's parcel of land on which it is
situated).
d. Landlord's Liability. Landlord will be solely responsible for and will defend, indemnify,
and hold Tenant, its agents, and employees harmless from and against all claims, costs.
liabilities and penalties, including reasonable attorney fees and costs arising out of or in
connection with (1) the presence of hazardous substances or materials in or about the Building
(including the Landlord's parcel of land on which it is situated), except to the extent introduced to
the Building (including the Landlord's parcel of land on which it is situated) by Tenant, its
employees, agents, contractors or invitees, or (2) the removal, remediation or other cleanup, or
restoration of the Building (including the Landlord's parcel of land on which it is situated), except
for any cleanup required as the result of hazardous substances or materials introduced to the
Building (including the Landlord's parcel of land on which it is situated)by Tenant, its employees,
10M C186012Ge"a FJSe Lease CHM RM
agents, contractors or invitees. Landlord's obligations under this paragraph will survive the
expiration or other termination of this Lease.
e. ADA Notices. If Tenant receives any notices alleging a violation of ADA relating to any
portion of the Building or Premises (including any governmental or regulatory actions or
investigations regarding non-compliance with ADA), then Tenant shall notify Landlord in writing
within ten (10) days of such notice and provide Landlord with copies of any such notice.
14. INSURANCE REQUIREMENTS.
a. Tenant's Liability Insurance. Throughout the Term, Tenant, at its sole cost and
expense, shall keep or cause to be kept Commercial General Liability Insurance (1986 ISO
Form or its equivalent) with a combined single limit, each Occurrence and General Aggregate -
per location of at least TWO MILLION DOLLARS ($2,000,000), which policy shall insure against
liability of Tenant, arising out of and in connection with Tenant's use of the Premises, and which
shall insure the indemnity provisions contained in this Lease. At any time five (5) years after the
Commencement Date, and not more frequently than once every five (5) years thereafter,
Landlord may require the limits to be increased if in its reasonable judgment (or that of its
mortgagee) the coverage is insufficient. Tenant shall name Landlord and Landlord's Property
Manager (presently Eola Capital LLC) as additional insureds.
b. Tenant's Property Insurance. Tenant shall also carry the equivalent of ISO Special
Form Property Insurance on Tenant's Property for full replacement value and with coinsurance
waived. For purposes of this provision, "Tenant's Property' shall mean Tenant's personal
property and fixtures, and any Non -Standard Improvements to the Premises. Tenant shall
neither have, nor make, any claim against Landlord for any loss or damage to the Tenant's
Property, regardless of the cause of the loss or damage, except to the extent resulting from
Landlord's negligence or intentional misconduct.
c. Certificates of Insurance. Prior to taking possession of the Premises, and annually
thereafter, Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non -assessable and shall contain language to
the extent obtainable that: (i) any loss shall be payable notwithstanding any act or negligence of
Tenant that might otherwise result in forfeiture of the insurance, (ii) that the policies are primary
and non-contributing with any insurance that Landlord may carry, and (iii) that the policies cannot
be canceled, non -renewed, or coverage reduced except after thirty (30) days' prior notice to
Landlord. If Tenant fails to provide Landlord with such certificates or other evidence of
insurance coverage, Landlord may obtain such coverage and the cost of such coverage shall be
Additional Rent payable by Tenant upon demand.
d. Insurance Policy Requirements. Tenant's insurance policies required by this Lease
shall: (i) be issued by insurance companies licensed to do business in the state in which the
Premises are located with a general policyholder's ratings of at least A- and a financial rating of
at least VI in the most current Best's Insurance Reports available on the Commencement Date,
or if the Best's ratings are changed or discontinued, the parties shall agree to a comparable
method of rating insurance companies; (ii) name Landlord as an additional insured as its interest
may appear [other landlords or tenants may be added as additional insureds in a blanket policy);
(iii) provide that the insurance not be canceled, non -renewed or coverage materially reduced
unless thirty (30) days advance notice is given to Landlord: (iv) be primary policies; (v) provide
that any loss shall be payable notwithstanding any gross negligence Tenant which might result in
a forfeiture thereunder of such insurance or the amount of proceeds payable: (vi) have no
deductible exceeding those of comparable companies in revenue and industry; and (vii) be
maintained during the entire Term and any extension terms.
e. Landlord's Property Insurance. Landlord shall keep the Building, including the
improvements (but excluding Tenant's Property), insured against damage and destruction by
perils insured by the equivalent of ISO Special Form Property Insurance in the amount of the full
replacement value of the Building. Landlord shall also carry any combination of commercial
general liability and umbrella insurance with a minimum of $2,000,000 per occurrence and
$2,000,000 aggregate.
f. Mutual Waiver of Subrogation. Anything in this Lease to the contrary notwithstanding,
Landlord hereby releases and waives unto Tenant (including all partners, stockholders, officers,
directors, employees and agents thereof), its successors and assigns, and Tenant hereby
releases and waives unto Landlord (including all partners, stockholders, officers, directors,
employees and agents thereof), its successors and assigns, all rights to claim damages for any
100206 10
C196 012 Georgia Fa r—e Lease CHZM Red
injury, loss, cost or damage to the Property and any improvements thereon, including the
Premises, to the extent that the amount of such injury, loss, cost or damage has been paid either
to Landlord, Tenant, or any other person, firm or corporation, under the terms of any Property,
General Liability, or other policy of insurance, to the extent such releases or waivers are
permitted under applicable law, or to the extent that the amount of such injury, loss, cost or
damage would have been paid under any Property, General Liability or other policy of insurance
required by this Lease to be carried (if not actually carried at the time that the claim arose),
except workers compensation claims. As respects all policies of insurance carried or maintained
pursuant to this Lease and to the extent permitted under such policies, Tenant and Landlord
each waive the insurance carriers' rights of subrogation except workers compensation claims.
15. INDEMNITY. Subject to the insurance requirements, releases and mutual waivers of
subrogation set forth in this Lease, Tenant agrees as follows:
a. Indemnity. Tenant shall indemnify and hold Landlord harmless from and against any
and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys'
fees at all tribunal levels) arising out of or related to and to the extent of (i) any activity, work, or
other thing done, permitted or suffered by Tenant in or about the Premises or the Building, (ii)
any breach or default by Tenant in the performance of any of its obligations under this Lease, or
(iii) any negligence of Tenant, or any officer, agent, employee, contractor, servant, invitee or
guest of Tenant.
b. Defense Obligation. If any such action is brought against Landlord, then Tenant,
upon notice from Landlord, shall defend the same through counsel selected by Tenant's insurer.
The provisions of this Section shall survive the termination of this Lease.
c. Indemnity. Landlord shall indemnify Tenant from, and agrees to hold Tenant
harmless against, any and all claims, damages, losses, liabilities, lawsuits, costs and expenses
(including attorneys' fees at all tribunal levels) imposed on Tenant by any person whomsoever,
to the extent resulting from Landlord's negligence or willful misconduct in the Common Areas of
the Building or the Premises. The provisions of this paragraph shall survive termination or this
Lease.
d. Defense Obligation. If any such action is brought against Tenant, then Landlord,
upon notice from Tenant, shall defend the same through counsel selected by Landlord's insurer.
The provisions of this Section shall survive the termination of this Lease.
16. QUIET ENJOYMENT. Tenant shall have quiet enjoyment and possession of the
Premises provided Tenant promptly and fully complies with all of its obligations under this Lease.
No action of Landlord or other tenants working in other space in the Building, or in repairing or
restoring the Premises, shall be deemed a breach of this covenant. nor shall such action give to
Tenant any right to modify this Lease either as to term, rent payables or other obligations to be
performed.
17. SUBORDINATION; ATTORNMENT; NONDISTURBANCE; AND ESTOPPEL
CERTIFICATE.
a. Subordination and Attornment. Tenant agrees to execute within ten (10) days after
request to do so from Landlord or its mortgagee an agreement:
1. Making this Lease superior or subordinate to the interests of the mortgagee:
2. Agreeing to attorn to the mortgagee,
3. Giving the mortgagee notice of, and a reasonable opportunity (which shall be
thirty (30) days after notice thereof is delivered to mortgagee) to cure any
Landlord default and agreeing to accept such cure if effected by the mortgagee:
4. Permitting the mortgagee (or other purchaser at any foreclosure sale), and its
successors and assigns, on acquiring Landlord's interest in the Premises and the
Lease, to become substitute Landlord hereunder, with liability only for such
Landlord obligations as accrue after Landlord's interest is so acquired:
5. Agreeing to attom to any successor Landlord: and
f 00206 11 C186 012 Gem0,a FWI S—e Lease CWM Rep
6. Containing such other agreements and covenants on Tenant's part as Landlord's
mortgagee may reasonably request.
b. Non -Disturbance. Tenant's obligation to subordinate its interests or attom to any
mortgagee is conditioned upon the mortgagee's agreement not to disturb Tenant's possession
and quiet enjoyment of the Premises under this Lease so long as Tenant is in compliance with
the terms of the Lease. Landlord shall use commercially reasonable efforts to obtain a
commercially reasonable nondisturbance agreement from the holder of the present mortgage or
deed of trust encumbenng the property, with the nondisturbance agreement to be on such
holder/mortgagee's standard form.
c. Estoppel Certificates. Tenant agrees to execute within ten (10) days after request,
and as often as reasonably requested, estoppel certificates confirming any factual matter
requested by Landlord which is true and is within Tenant's knowledge regarding this Lease, and
the Premises, including but not limited to: (i) the date of occupancy, (ii) Expiration Date, (iii) the
amount of Rent due and date to which Rent is paid, (iv) whether Tenant has any defense or
offsets to the enforcement of this Lease or the Rent payable, (v) any default or breach by
Landlord, and (vi) whether this Lease, together with any modifications or amendments, is in full
force and effect. Tenant shall attach to such estoppel certificate copies of any modifications or
amendments to the Lease. In the event of a Tenant acquisition or lease financing, Landlord
agrees to execute within ten (10) days after request therefor, estoppel certificates confirming
Tenant's status with respect to any default by Tenant and other pertinent lease facts hereunder.
18. ASSIGNMENT — SUBLEASE.
a. Landlord Consent. Tenant may not assign or encumber this Lease or its interest in
the Premises arising under this Lease, and may not sublet all or any part of the Premises without
first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed (a consent or denial within fifteen (15) days after Tenant provides
Landlord with all materials reasonably requested by Landlord and useful in Landlord's
determination to grant or deny consent). Factors which Landlord may consider in deciding
whether to consent to an assignment or sublease include (without limitation), (i) the reasonable
creditworthiness of the assignee or sublessee, (ii) the proposed use of the Premises, (iii)
whether the assignee or sublessee will vacate other space owned by Landlord, (iv) whether
Landlord is negotiating with the proposed sublessee or assignee for a lease of other space
owned by Landlord, and (v) any renovations to the Premises or special services required by the
assignee or sublessee. Landlord will not consent to an assignment or sublease that might result
in a use that conflicts with the rights of any existing tenant. One consent shall not be the basis
for any further consent.
b. Definition of Assignment. For the purpose of this Section 18, the word "assignment"
shall be defined and deemed to include the following: (i) if Tenant is a partnership, the
withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning
thirty percent (30%) or more of the partnership, or the dissolution of the partnership; (ii) if Tenant
consists of more than one person, an assignment, whether voluntary, involuntary, or by
operation of law, by one person to one of the other persons that is a Tenant; (iii) if Tenant is a
corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a
controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or
subsidiary or the sale of fifty-one percent (51 %) in value of the assets of Tenant; (iv) if Tenant is
a limited liability company, the change of members whose interest in the company is fifty percent
(50%) or more. The phrase "controlling percentage" means the ownership of, and the right to
vote, stock possessing at least fifty-one percent (51 %) of the total combined voting power of all
classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of
directors, or such lesser percentage as is required to provide actual control over the affairs of
the corporation; except that, if the Tenant is a publicly filing company under the Securities
Exchange Act of 1934, public trades or sales of the Tenant's stock on a national or other stock
exchange shall not be considered an assignment hereunder even if the aggregate of the trades
of sales exceeds fifty percent (50%) of the capital stock of the company.
c. Permitted Assignments/Subleases. Notwithstanding the foregoing, Tenant may
assign this Lease or sublease part or all of the Premises without Landlord's consent to: (i) any
corporation, limited liability company, or partnership that controls, is controlled by, or is under
common control with, Tenant: (ii) any corporation or limited liability company resulting from the
merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a
going concern of the business that is being conducted on the Premises; or (iii) the City of Milton,
Georgia; provided however, the assignor remains liable under the Lease and the assignee or
100106 12 C186011 C9Gu9$Druce lsasi CWM Red
sublessee is a bona fide entity and assumes the obligations of Tenant, is reasonbly credit
worthy, and continues the same Permitted Use as provided under Section 4.
d. Notice to Landlord. Landlord must be given prior written notice of every assignment
or subletting, and failure to do so shall be a default hereunder.
e. Prohibited Assignments/Subleases. In no event shall this Lease be assignable by
operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by
Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings.
Acceptance of Rent by Landlord after any non -permitted assignment or sublease shall not
constitute approval thereof by Landlord.
f. Limitation on Rights of Assignee/Sublessee. Any assignment or sublease for which
Landlord's consent is required shall not include the right to exercise any options to renew the
Lease Term, expand the Premises, or similar options (except to the City of Milton), unless
specifically provided for in the consent.
g. Tenant Not Released. No assignment or sublease shall release Tenant of any of its
obligations under this Lease.
h. Landlord's Right to Collect Sublease Rents upon Tenant Default. If the Premises (or
any portion) is sublet and Tenant defaults under its obligations to Landlord, then Landlord is
authonzed, at its option, to collect all sublease rents directly from the Sublessee. Tenant hereby
assigns the nght to collect the sublease rents to Landlord in the event of Tenant default. The
collection of sublease rents by Landlord shall not relieve Tenant of its obligations under this
Lease, nor shall it create a contractual relationship between Sublessee and Landlord or give
Sublessee any greater estate or right to the Premises than contained in its Sublease.
i. Excess Rents. If Tenant assigns this Lease or subleases all or part of the Premises
at a rental rate that exceeds the rentals paid to Landlord, then fifty percent (50%) of any such
excess (after deducting Tenant's reasonable costs of such assignment or sublease, including
without limitation brokerage fees, legal fees, architectural fees and costs incurred to separately
demise subleased space) shall be paid over to Landlord by Tenant.
j. Landlord's Fees. Tenant shall pay Landlord an administration fee of $1,000.00 per
assignment or sublease transaction for which consent is granted. If Tenant so requests in
writing, and Landlord assists Tenant in finding an assignee or subtenant, Landlord shall be paid
a reasonable fee for such assistance.
k. Unauthonzed Assignment or Sublease. Any unauthorized assignment or sublease
shall constitute a default under the terms of this Lease. In addition to its other remedies for
Default, Landlord may elect to increase Base Rent to one hundred fifty percent (150%) of the
Base Rent reserved under the terms of this Lease.
19. DAMAGES TO PREMISES.
a. Landlord's Restoration Obligations. If the Building is damaged by fire or other
casualty ("Casualty"), within 60 days then Landlord shall promptly provide Tenant with an
estimate of the time needed to repair and restore the Building, and Landlord shall repair and
restore the Building to substantially the same condition immediately prior to such Casualty,
subject to the following terms and conditions:
1. The casualty must be insured under Landlord's insurance policies, and Landlord's
obligation is limited to the extent of the insurance proceeds received by Landlord
plus the amount of any deductible. Landlord's duty to repair and restore the
Premises shall not begin until receipt of the insurance proceeds.
2. Landlord's lender(s) must permit the insurance proceeds to be used for such
repair and restoration.
3. Landlord shall have no obligation to repair and restore Tenant's trade fixtures,
decorations, signs, contents, or any Non -Standard Improvements to the
Premises.
b. Termination of Lease by Landlord. Landlord shall have the option of terminating the
Lease if: (i) the Premises is rendered wholly untenantable: (ii) the Premises is damaged in whole
100206 13 C186012 Georgy FU Sa Le CHZM Re
or in part as a result of a nsk which is not covered by Landlord's insurance policies: (iii)
Landlord's lender does not permit a sufficient amount of the insurance proceeds to be used for
restoration purposes; (iv) the Premises is damaged in whole or in part during the last two years
of the Term; or (v) the Building containing the Premises is damaged (whether or not the
Premises is damaged) to an extent of fifty percent (50%) or more of the fair market value
thereof. If Landlord elects to terminate this Lease, then it shall give notice of the cancellation to
Tenant within sixty (60) days after the date of the Casualty. Tenant shall vacate and surrender
the Premises to Landlord within fifteen (15) days after receipt of the notice of termination, in the
event of any such termination, however, Tenant's obligation to pay Rent shall terminate as of the
date of the Casualty.
c. Termination of Lease by Tenant. Tenant shall have the option of terminating the
Lease if: (i) Landlord has failed to substantially restore the damaged Building or Premises within
one hundred eighty (180) days of the Casualty ("Restoration Period"), as that period may be
extended by force majeure; and (ii) Tenant gives Landlord notice of the termination within fifteen
15 days after the end of the Restoration Period (as extended by any force majeure delays). If
Landlord is delayed by force majeure, then Landlord must provide Tenant with notice of the
delays within fifteen (15) days of the force majeure event stating the reason for the delays and a
good faith estimate of the length of the delays.
d. Tenant's Restoration Obligations. Unless terminated, the Lease shall remain in full
force and effect, and Tenant shall promptly repair, restore, or replace Tenant's trade fixtures,
decorations, signs, contents, and any Non -Standard Improvements to the Premises. All repair,
restoration or replacement shall be at least to the same condition as existed prior to the
Casualty. The proceeds of all insurance carried by Tenant on its property shall be held in trust
by Tenant for the purposes of such repair, restoration, or replacement.
e. Rent Abatement. If Premises is rendered wholly untenantable by the Casualty, then
the Rent payable by Tenant shall be fully abated. If the Premises is only partially damaged, then
Tenant shall continue the operation of Tenant's business in any part not damaged to the extent
reasonably practicable from the standpoint of prudent business management, and Rent and
other charges shall be abated proportionately to the portion of the Premises rendered
untenantable. The abatement shall be from the date of the Casualty until the Premises have
been substantially repaired and restored, or until Tenant's business operations are restored in
the entire Premises, whichever shall first occur. However, if the Casualty is caused by the
negligence or other wrongful conduct of Tenant or of Tenant's subtenants, licensees,
contractors, or invitees, or their respective agents or employees, there shall be no abatement of
Rent.
f. Waiver of Claims. The abatement of the Rent set forth above and termination
remedies in Section 19.c. are Tenant's exclusive remedy against Landlord in the event of a
Casualty. Tenant hereby waives all claims against Landlord for any compensation or damage for
loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance
occasioned by any Casualty and any resulting damage. destruction, repair, or restoration, except
as provided under this Lease.
g. If, by reason of a Casualty, the Parking Spaces that Tenant is entitled to use shall be
rendered unusable (such unusable Parking Spaces hereinafter called the "Unusable Parking
Spaces"), whether by reason of direct damage or loss of access thereto, then, unless Landlord
can provide reasonably similar (including similar costs) alternative parking within the property,
the Base Rent shall be abated in an equitable and just manner relative to the proportion that the
Unusable Parking Spaces bear to the total number of Parking Spaces that Tenant is entitled to
use.
20. EMINENT DOMAIN.
a. Effect on Lease. If all of the Premises are taken under the power of eminent domain
(or by conveyance in lieu thereof), then this Lease shall terminate as of the date possession is
taken by the condemnor, and Rent shall be adjusted between Landlord and Tenant as of such
date. If more than 25% of the rentable area of the Premises is so taken; or if an area critical to
Tenant's operations (in Tenant's sole but reasonable determination) is so taken; or if 25% or
more of the parking spaces allocated to Tenant are taken (unless Landlord can provide
alternative parking acceptable to Tenant); then Tenant will have the right to terminate this Lease
by written notice to Landlord given no later than 20 days after the date possession is taken by
the condemnor. If Tenant does not terminate this Lease according to the preceding sentence,
then this Lease will not terminate, but Rent shall abate in a just and proportionate amount to the
100206 14 0186012 C-9,aF16 Sl alease Ct AI RN
loss of use occasioned by the taking, and Landlord shall repair, at its sole cost and expense, any
damage to the Premises caused by the taking and restore the Premises such that a whole unit
(less the area taken) is fully usable by Tenant
b. Right to Condemnation Award. Landlord shall be entitled to receive and retain the
entire condemnation award for the taking of the Building and Premises. Tenant shall have no
right or claim against Landlord for any part of any award received by Landlord for the taking.
Tenant shall have no right or claim for any alleged value of the unexpired portion of this Lease,
or its leasehold estate, or for costs of removal, relocation, business interruption expense or any
other damages arising out of such taking, but nothing shall prevent Tenant from making any
such claims against the condemning authority so long as Landlord's award is not thereby
reduced. Tenant shall also not be prevented from making a claim against the condemning party
(but not against Landlord) for any moving expenses, loss of profits, or taking of Tenant's
personal property (other than its leasehold estate) to which Tenant may be entitled; provided that
any such award shall not reduce the amount of the award otherwise payable to Landlord for the
taking of the Building and Premises.
21. ENVIRONMENTAL COMPLIANCE.
a. Environmental Laws. The term " Environmental Laws" shall mean all now existing or
hereafter enacted or issued statutes, laws, rules, ordinances, orders, permits and regulations of
all state, federal, local and other governmental and regulatory authorities, agencies and bodies
applicable to the Premises, pertaining to environmental matters or regulating, prohibiting or
otherwise having to do with asbestos and all other toxic, radioactive, or hazardous wastes or
matenals including, but not limited to, the Federal Clean Air Act, the Federal Water Pollution
Control Act, and the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as from time to time amended.
b. Tenant's Responsibility. Tenant covenants and agrees that it will keep and maintain
the Premises at all times in compliance with Environmental Laws. Tenant shall not (either with or
without negligence) cause or permit the escape, disposal or release of any biologically active or
other hazardous substances, or materials on the Property in violation of Environmental Laws.
Tenant shall not allow the storage or use of such substances or materials in any manner not
sanctioned by law or in compliance with accepted standards prevailing in the industry for the
storage and use of such substances or materials, nor allow to be brought onto the Property any
such materials or substances except to use in the ordinary course of Tenant's business, and
then only after notice is given to Landlord of the identity of such substances or materials. No
such notice shall be required, however, for commercially reasonable amounts of ordinary office
supplies, office equipment, kitchen equipment and janitorial supplies. Tenant shall execute
affidavits, representations and the like, from time to time, at Landlord's request. concerning
Tenant's actual knowledge regarding the presence of hazardous substances or materials on the
Premises.
c. Tenant's Liability. Tenant shall hold Landlord free, harmless, and indemnified from
any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall
directly incur, or which Landlord would otherwise directly incur, by reason of Tenant's failure to
comply with this Section 21 including, but not limited to: (i) the cost of full remediation of any
contamination introduced to the Property by Tenant, its employees, agents, contractors or
invitees, to bring the Property into the same condition as prior to the Commencement Date and
into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests
and examinations of the Premises to confirm that the Premises and any other contaminated
areas have been remediated with respect to any hazardous substances or matenals introduced
to the Property by Tenant, its employees, agents, contractors or invitees and brought into full
compliance with all Environmental Laws; and (iii) the reasonable fees and expenses of
Landlord's attorneys, engineers, and consultants incurred by Landlord in enforcing and
confirming compliance with this Section 21.
d. Limitation on Tenant's Liability. Tenant's obligations under this Section 21 shall not
apply to any condition or matter constituting a violation of any Environmental Laws: (i) which
existed prior to the commencement of Tenant's use or occupancy of the Premises: (ii) which was
not caused, in whole or in part, by Tenant or Tenant's agents, employees, officers, partners,
contractors or invitees; or (iii) to the extent such violation is caused by, or results from the acts or
neglects of Landlord or Landlord's agents, employees, officers, partners, contractors, guests, or
invitees.
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e. Inspections by Landlord. Landlord and its engineers, technicians, and consultants
(collectively the "Auditors") may, from time to time as Landlord deems appropriate, conduct
periodic tests and examinations ("Audits") of the Premises to confirm and monitor Tenant's
compliance with this Section 21. Such Audits shall be conducted in such a manner as to
minimize the interference with Tenant's Permitted Use; however in all cases, the Audits shall be
of such nature and scope as shall be reasonably required by then existing technology to confirm
Tenant's compliance with this Section 21. Tenant shall fully cooperate with Landlord and its
Auditors in the conduct of such Audits. The cost of such Audits shall be paid by Landlord unless
an Audit shall disclose a material failure of Tenant to comply with this Section 21, in which case,
the cost of such Audit, and the cost of all subsequent Audits made during the Term and within
thirty (30) days thereafter (not to exceed two (2) such Audits per calendar year), shall be paid for
on demand by Tenant.
f. Property. For the purposes of this Section 21, the term "Property" shall include the
Premises, Building, all Common Areas, the real estate parcel upon which the Building is located;
all personal property (including that owned by Tenant); and the soil, ground water, and surface
water of the real estate parcel upon which the Building is located.
g. Tenant's Liability After Termination of Lease. The covenants contained in this
Section 21 shall survive the expiration or termination of this Lease, and shall continue for so long
as Landlord and its successors and assigns may be subject to any expense, liability, charge,
penalty, or obligation against which Tenant has agreed to indemnify Landlord under this Section
21.
22. DEFAULT.
a. Tenant's Default. Tenant shall be in default under this Lease if Tenant:
Fails to pay when due any Base Rent, Additional Rent, or any other sum of
money which Tenant is obligated to pay, as provided in this Lease within five (5)
days after written notice from Landlord that such payment is overdue (provided,
however, Tenant shall have the right to receive written notice no more than twice
in any twelve (12) month period, and no more than seven (7) times during the
Term of this Lease, and thereafter, Tenant shall not have the benefit of written
notice and a default will automatically occur on the day after the date upon which
such payment was due);
2. Breaches any other agreement, covenant or obligation in this Lease and such
breach is not remedied within 30 days after Landlord gives Tenant notice
specifying the breach, or if such breach cannot, with due diligence, be cured
within 30 days, Tenant does not commence curing within 30 days and with
reasonable diligence completely cure the breach within a reasonable period of
time after the notice, provided, however, such period of time shall not exceed
sixty (60) days after such notice by Landlord:
3. Files any petition or action for relief under any creditor's law (including
bankruptcy, reorganization, or similar action), either in state or federal court, or
has such a petition or action filed against it which is not stayed or vacated within
sixty (60) days after filing; or
4. Makes any transfer in fraud of creditors as defined in Section 548 of the United
States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a receiver
appointed for its assets (and the appointment is not stayed or vacated within thirty
(30) days), or makes an assignment for benefit of creditors.
b. Landlord's Remedies. In the event of a Tenant default, Landlord at its option may do
one or more of the following:
1. Terminate this Lease and recover all damages caused by Tenant's breach,
including damages for lost future rent;
2. Repossess the Premises, with or without terminating, and relet the Premises at
such amount as Landlord deems reasonable;
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3. Declare the entire remaining Base Rent and Additional Rent immediately due and
payable, such amount to be discounted to its present value at a discount rate
equal to the U.S. Treasury Bill or Note rate with the closest maturity to the
remaining term of the Lease as selected by Landlord:
4. Bring action for recovery of all amounts due from Tenant: or
5. Pursue any other remedy available in law or equity.
Tenant acknowledges that the Premises are to be used for commercial purposes, and Tenant
expressly waives the protections and rights set forth in Official Code of Georgia Annotated
Section 44-7-52.
c. Landlord's Expenses; Attorneys Fees. All reasonable expenses of Landlord in
repairing, restoring, or altering the Premises for reletting as general office space, together with
leasing fees and all other expenses in seeking and obtaining a new Tenant, shall be charged to
and be a liability of Tenant. Landlord's reasonable attorneys' fees in pursuing any of the
foregoing remedies, or in collecting any Rent or Additional Rent due by Tenant hereunder, shall
be paid by Tenant.
d. Remedies Cumulative. All rights and remedies of Landlord are cumulative, and the
exercise of any one shall not be an election excluding Landlord at any other time from exercise
of a different or inconsistent remedy. No exercise by Landlord of any right or remedy granted
herein shall constitute or effect a termination of this Lease unless Landlord shall so elect by
notice delivered to Tenant. The failure of Landlord to exercise its rights in connection with this
Lease or any breach or violation of any term, or any subsequent breach of the same or any other
term, covenant or condition herein contained shall not be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other covenant or condition herein
contained.
e. No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the
Rent, Additional Rent and other sums then due shall be deemed to be other than on account of
the earliest installment of such payments due, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment be deemed as accord and satisfaction.
and Landlord may accept such check or payment without prejudice to Landlord's right to recover
the balance of such installment or pursue any other remedy provided in this Lease.
f. No Reinstatement. No payment of money by Tenant to Landlord after the expiration
or termination of this Lease shall reinstate or extend the Term, or make ineffective any notice of
termination given to Tenant prior to the payment of such money. After the service of notice or
the commencement of a suit, or after final judgment granting Landlord possession of the
Premises, Landlord may receive and collect any sums due under this Lease, and the payment
thereof shall not make ineffective any notice or in any manner affect any pending suit or any
judgment previously obtained.
g. Summary Ejectment. Tenant agrees that in addition to all other rights and remedies
Landlord may obtain an order for summary ejectment from any court of competent jurisdiction
without prejudice to Landlord's rights to otherwise collect rents or breach of contract damages
from Tenant.
h. Mitigation of Damages. Upon any Tenant default, Landlord shall use commercially
reasonable efforts to mitigate its damages.
23. MULTIPLE DEFAULTS.
a. Loss of Option Rights. Tenant acknowledges that any rights or options of first refusal,
or to extend the Term, to expand the size of the Premises, to purchase the Premises or the
Building, or other similar rights or options which have been granted to Tenant under this Lease
are conditioned upon the prompt and diligent performance of the terms of this Lease by Tenant.
Accordingly, should Tenant default under this Lease, and such default shall continue after
expiration of applicable notice and cure periods, on two (2) or more occasions during any twelve
(12) month period, in addition to all other remedies available to Landlord, all such rights and
options shall automatically, and without further action on the part of any party, expire and be of
no further force and effect.
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C186 011 GmgN FNI S—e Lease CIQM Red
b. Increased Security Deposit. Should Tenant (or any assignee or subtenant of Tenant,
as applicable) default in the payment of Base Rent, Additional Rent, or any other sums payable
by Tenant (or any assignee or subtenant of Tenant, as applicable) under this Lease on two (2) or
more occasions during any twelve (12) month period, regardless of whether Landlord permits
such default to be cured, then, in addition to all other remedies otherwise available to Landlord,
Tenant (or any assignee or subtenant of Tenant, as applicable) shall, within ten (10) days after
demand by Landlord, post a Security Deposit in, or increase the existing Security Deposit to, a
sum equal to three (3) months' installments of Base Rent. The Security Deposit shall be
governed by the terms of this Lease. Notwithstanding anything contained herein to the contrary,
this Section 23.b. shall not apply to (i) CH2M Hill, Inc., as Tenant hereunder, but shall apply to
any assignee (except Tenant affiliates) or subtenant of CH2M Hill, Inc. except for the City of
Milton, Georgia, and (ii) the City of Milton, Georgia, as Tenant hereunder but shall apply to any
assignee or subtenant of the City of Milton, Georgia.
24. BANKRUPTCY.
a. Trustees Rights. Landlord and Tenant understand that, notwithstanding contrary
terms in this Lease, a trustee or debtor in possession under the United States Bankruptcy Code,
as amended, (the "Code") may have certain rights to assume or assign this Lease. This Lease
shall not be construed to give the trustee or debtor in possession any rights greater than the
minimum rights granted under the Code.
b. Adequate Assurance. Landlord and Tenant acknowledge that, pursuant to the Code,
Landlord is entitled to adequate assurances of future performance of the provisions of this
Lease. The parties agree that the term "adequate assurance" shall include at least the following:
1. In order to assure Landlord that any proposed assignee will have the resources
with which to pay all Rent payable pursuant to the provisions of this Lease, any
proposed assignee must have, as demonstrated to Landlord's satisfaction, a
reasonable net worth (as defined in accordance with generally accepted
accounting principles consistently applied) . It is understood and agreed that the
financial condition and resources of Tenant were a material inducement to
Landlord in entering into this Lease.
2. Any proposed assignee must have been engaged in the conduct of business for
the five (5) years prior to any such proposed assignment, which business does
not violate the Use provisions under Section 4 above, and such proposed
assignee shall continue to engage in the Permitted Use under Section 4. It is
understood that Landlord's asset will be substantially impaired if the trustee in
bankruptcy or any assignee of this Lease makes any use of the Premises other
than the Permitted Use.
c. Assumption of Lease Obligations. Any proposed assignee of this Lease must
assume and agree to be personally bound by the provisions of this Lease.
25. NOTICES.
a. Addresses. All notices, demands and requests by Landlord or Tenant shall be sent to
the Notice Addresses set forth in Section 1 n, or to such other address as a party may specify by
duly given notice.
b. Form; Delivery; Receipt. ALL NOTICES, DEMANDS AND REQUESTS WHICH MAY
BE GIVEN OR WHICH ARE REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER
MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED. Notices, demands or requests
shall be deemed to have been properly given for all purposes if (i) delivered against a written
receipt of delivery, (ii) mailed by express, registered or certified mail of the United States Postal
Service, return receipt requested, postage prepaid, or (iii) delivered to a nationally recognized
overnight courier service for next business day delivery to the receiving party's address as set
forth above. Each such notice, demand or request shall be deemed to have been received upon
the earlier of the actual receipt or refusal by the addressee.
c. Address Changes. The parties shall notify the other of any change in address, which
notification must be at least fifteen (15) days in advance of it being effective.
d. Notice by Legal Counsel. Notices may be given on behalf of any party by such party's
legal counsel.
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26. HOLDING OVER. If Tenant holds over after the Expiration Date or other termination
of this Lease, such holding over shall not be a renewal of this Lease but shall be deemed to
create a tenancy -at -sufferance. Tenant shall continue to be bound by all of the terms and
conditions of this Lease, except that during such tenancy-at-sufferanceTen ant shall pay to
Landlord (A) the greater of (i) the monthly Base Rent Landlord is then charging new tenants for
space in the Building, or (ii) 125% of the Base Rent payable hereunder during the last month of
the Term, and (B) any and all Operating Expenses and other forms of Additional Rent payable
under this Lease. The increased Rent during such holding over is intended to compensate
Landlord partially for losses, damages and expenses, including frustrating and delaying
Landlord's ability to secure a replacement tenant. Tenant shall indemnify, defend and hold
Landlord harmless from and against any claim, damage, loss, liability, judgment, suit,
disbursement or expense (including reasonable consequential damages and reasonable
attorneys' fees and disbursements) (collectively, "Claims") resulting from failure to surrender
possession upon the Expiration Date or sooner termination of the Term, excluding any Claims
made by any succeeding tenant against Landlord, and such obligations shall survive the
expiration or sooner termination of this Lease.
27. RIGHT TO RELOCATE. — Intentionally Deleted
28. BROKER'S COMMISSIONS.
a. Broker. Each party represents and warrants to the other that it has not dealt with any
real estate broker, finder or other person with respect to this Lease in any manner, except the
Broker(s) identified in Section 10. Pursuant to Georgia Real Estate Commission Regulation
520-1-.06., Eola Capital LLC. hereby discloses the following concerning this lease transaction:
(1) Eola Capital LLC. represents Landlord and not Tenant, (2) Carter & Associates, L.L.C.
represents Tenant and not Landlord, and (3) Eola Capital LLC and Carter & Associates, L.L.C.
shall receive their compensation from Landlord.
b. Landlord's Obligation. Landlord shall pay any commissions or fees that are payable
to the Brokers with respect to this Lease pursuant to Landlord's separate agreement with the
Brokers.
c. Indemnity. Each party shall indemnify and hold the other party harmless from any and
all damages resulting from claims that may be asserted against the other party by any other
broker, finder or other person (including, without limitation, any substitute or replacement broker
claiming to have been engaged by indemnifying party in the future), claiming to have dealt with
the indemnifying party in connection with this Lease or any amendment or extension hereto, or
which may result in Tenant leasing other or enlarged space from Landlord. The provisions of this
Section shall survive the termination of this Lease.
29. MISCELLANEOUS.
a. No Agency. Tenant is not, may not become, and shall never represent itself to be an
agent of Landlord, and Tenant acknowledges that Landlord's title to the Building is paramount,
and that it can do nothing to affect or impair Landlord's title.
b. Force Majeure. The term "force maleure" means: fire, flood, extreme weather, labor
disputes, strike, lock -out, riot, government interference (including appropriation or rationing),
unusual delay in governmental permitting, unusual delay in deliveries or unavailability of
materials, unavoidable casualties, Act of God, or other causes beyond the Landlord's
reasonable control.
c. Building Standard Improvements. The term "Building Standard Improvements" shall
mean the standards for normal construction of general office space within the Building as
specified by Landlord, including design and construction standards, electrical load factors,
materials, fixtures and finishes.
d. Limitation on Damages. Notwithstanding any other provisions in this Lease. Landlord
and Tenant shall not be liable to the other party for any special, consequential, incidental or
punitive damages, provided however. that Tenant shall be liable for consequential damages as
provided under Section 26.
e. Satisfaction of Judgments Against Landlord. If Landlord, or its employees, officers,
directors, stockholders or partners are ordered to pay Tenant a money judgment because of
1062o6 19 C186012 Georgo F,d S-1— CHN Rea
Landlord's default under this Lease, said money judgment may only be enforced against and
satisfied out of: (i) Landlord's interest in the Building (including the parcel of land on which it sits)
in which the Premises are located including the rental income and proceeds from sale; and (ii)
any insurance or condemnation proceeds received because of damage or condemnation to, or
of, said Building that are available for use by Landlord. No other assets of Landlord or said other
parties exculpated by the preceding sentence shall be liable for, or subject to, any such money
judgment.
f. Interest. Should Tenant fail to pay any amount due to Landlord within 30 days of the
date such amount is due (whether Base Rent, Additional Rent, or any other payment obligation),
then the amount due shall begin accruing interest at the rate of 12% per annum, compounded
monthly, or the highest permissible rate under applicable usury law (not to exceed 18%),
whichever is less, until paid.
g. Legal Costs. In any action or proceeding which Landlord or Tenant brings against
the other party in order to enforce its respective rights hereunder, the unsuccessful party therein
shall pay all costs incurred by the prevailing party therein, including reasonable attorneys' fees,
to be fixed by the court, and said costs and attorneys' fees shall be made a part of the judgment
in said action.
h. Communications Compliance. Tenant acknowledges and agrees that any and all
telephone and telecommunication services desired by Tenant shall be ordered and utilized at the
sole expense of Tenant. Unless Landlord requests otherwise or consents in writing, all of
Tenant's telecommunications equipment shall be located and remain solely in the Premises in
accordance with reasonable rules and regulations adopted by Landlord from time to time.
Landlord shall not have any responsibility for the maintenance of Tenant's telecommunications
equipment, including wiring; nor for any wiring or other infrastructure to which Tenant's
telecommunications equipment may be connected. Tenant agrees that, to the extent any
telecommunications service is interrupted, curtailed or discontinued, Landlord shall have no
obligation or liability with respect thereto, except to the extent such interruption, curtailment or
discontinuance is caused by the negligence or intentional misconduct of Landlord or its
employees, agents or contractors. Landlord shall have the right, upon reasonable prior oral or
written notice to Tenant, to interrupt or turn off telecommunications facilities in the event of
emergency or as necessary in connection with repairs to the Building or installation of
telecommunications equipment for other tenants of the Building. In the event that Tenant wishes
at any time to utilize the services of a telephone or telecommunications provider whose
equipment is not then servicing the Building, the provider shall not be permitted to install its lines
or other equipment within the Building without first securing the prior written approval of
Landlord, which shall not be unreasonably withheld or delayed. Landlord's approval may be
conditioned in such a manner to as to protect Landlord's financial interests, the interest of the
Building, and the other tenants therein. The reasonable refusal of Landlord to grant its approval
to any prospective telecommunications provider shall not be deemed a default or breach by
Landlord of its obligation under this Lease. The provision of this paragraph may be enforced
solely by Tenant and Landlord, are not for the benefit of any other party, and specifically but
without limitation, no telephone or telecommunications provider shall be deemed a third party
beneficiary of this Lease. Tenant shall not utilize any wireless communications equipment (other
than usual and customary cellular telephones), including antennae and satellite receiver dishes,
within the Premises or the Building, without Landlord's prior written consent, which shall not be
unreasonably withheld or delayed. Landlord's consent may be conditioned in such a manner so
as to protect Landlord's financial interests, the interests of the Building, and the other tenants
therein. At Landlord's option, Tenant may be required to remove any and all
telecommunications equipment (including wireless equipment) installed in the Premises or
elsewhere in or on the Building by or on behalf of Tenant (excluding wiring existing before the
Effective Date), including wiring, or other facilities for telecommunications transmittal upon the
expiration or termination of the Lease and at Tenant's sole cost.
i. Sale of Premises or Building. Landlord may sell the Premises or the Building without
affecting the obligations of Tenant hereunder: upon the sale of the Premises or the Building and
the buyer's assumption of this Lease, Landlord shall be relieved of all responsibility for the
Premises and shall be released from any liability thereafter accruing under this Lease.
j Time of the Essence. Time is of the essence in the performance of all obligations
under the terms of this Lease.
k. Transfer of Security Deposit. If any Security Deposit or prepaid Rent has been paid
by Tenant, Landlord may transfer the Security Deposit or prepaid Rent to Landlord's successor
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and upon such transfer, Landlord shall be released from any liability for return of the Security
Deposit or prepaid Rent.
I. Tender of Premises. The delivery of a key or other such tender of possession of the
Premises to Landlord or to an employee of Landlord shall not operate as a termination of this
Lease or a surrender of the Premises unless requested in writing by Landlord.
m. Tenant's Financial Statements. Prior to the Effective Date and thereafter upon receipt
of a written request from Landlord, Tenant will furnish Landlord copy of Tenant's most recent
financial statements used in Tenant's ordinary course of business; provided, however, if Tenant
or its parent is publicly registered with the Securities and Exchange Commission under the 1934
Securities Exchange Act, Landlord hereby agrees to access the financial information publicly
available at www.sec.gov in lieu of requesting financial information from Tenant. Further,
Landlord acknowledges that such statements may be consolidated with those of Tenant's
parent, and may not be separately available for Tenant. Landlord may deliver the financial
statements to any prospective or existing mortgagee or purchaser of the Building. Landlord shall
maintain the confidentiality of all such financial statements, and shall take commercially
reasonable steps to ensure that its prospective lenders and purchasers also do so.
n. Recordation. This Lease may not be recorded without Landlord's prior written
consent, but Tenant agrees, upon the request of Landlord, to execute a memorandum hereof for
recording purposes.
o. Partial Invalidity. The invalidity of any portion of this Lease shall not invalidate the
remaining portions of the Lease. If any provision of this Lease proves to be illegal, invalid or
unenforceable, in lieu of each provision of this Lease that is illegal, invalid or unenforceable, a
provision will be added as a part of this Lease as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
p. Binding Effect. This Lease shall be binding upon the respective parties hereto, and
upon their heirs, executors, successors and assigns.
q. Entire Agreement. This Lease supersedes and cancels all prior negotiations between
the parties, and no changes shall be effective unless in writing signed by both parties. Tenant
acknowledges and agrees that it has not relied upon any statements, representations,
agreements or warranties except those expressed in this Lease, and that this Lease contains
the entire agreement of the parties hereto with respect to the subject matter hereof.
r. Good Standing. Tenant and Landlord each represents to the other party that the
person executing this Lease on its behalf is authorized to do so by requisite action of its
company. If requested by Landlord, Tenant shall furnish appropriate legal documentation
evidencing the valid existence in good standing of Tenant, and the authority of any person
signing this Lease to act for the Tenant. If requested by Tenant, Landlord shall furnish
appropriate legal documentation evidencing the valid existence in good standing of Landlord,
and the authority of any person signing this Lease to act for the Landlord.
s. Terminology. The singular shall include the plural, and the masculine, feminine or
neuter includes the other.
t. Headings. Headings of sections are for convenience only and shall not be considered
in construing the meaning of the contents of such section.
u. Choice of Law. This Lease shall be interpreted and enforced in accordance with the
laws of the State in which the Premises are located without reference to its conflict of laws
principles.
v. Effective Date. The submission of this Lease to Tenant for review does not constitute
a reservation of or option for the Premises, and this Lease shall become effective as a contract
only upon the execution and delivery by both Landlord and Tenant. The date of execution shall
be entered on the top of the first page of this Lease by Landlord, and shall be the date on which
the last party signed the Lease, or as otherwise may be specifically agreed by both parties.
Such date, once inserted, shall be established as the final day of ratification by all parties to this
Lease, and shall be the date for use throughout this Lease as the "Effective Date"
w. Jury Trial Waiver. Landlord and Tenant each hereby irrevocably, knowingly and
voluntarily waive trial by fury in any action, proceeding or counterclaim brought by either of the
002)6 21 '185012 Geo W rW S- Lease CNZA/ Rea
parties against the other or their successors in respect to any matter arising out of or in
connection with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, and/or any claim for injury or damage, or any emergency or statutory remedy.
x. No Estate in Land. This Lease shall create the relationship of landlord and tenant
between the parties hereto. No estate shall pass out of Landlord. Tenant has only a usufruct not
subject to levy and sale, and not assignable by Tenant except as provided for herein. Tenant's
rights to use the Premises are solely contractual.
y. Tenant's Name. Landlord is prohibited from using Tenant's name, logo, mark, or any
other identifying symbol as a business reference, in any advertising or sales promotion, or in any
publicity matter without Tenant's prior written consent.
z. No Liens. In no event shall Landlord have the right to place a lien, whether statutory,
consensual or otherwise, and whether pre -judgment or post -judgment, on any furniture, trade
fixtures, signage, equipment, wiring, systems and other personal property of Tenant located in or
about the Premises.
aa. Rooftop Communications Equipment. During the Term of this Lease, including any
extension and renewal thereof, and with Landlord's prior written approval, which approval shall
not be unreasonably withheld or unduly conditioned or delayed. Tenant shall be permitted, at its
sole cost and expense, to install, operate and maintain, on the roof of the Building, a satellite
dish antenna or similar equipment (not to exceed two (2) meters in diameter and/or five (5)
meters in height) (the "Rooftop Equipment") for Tenant's internal communication uses only and
not for commercial purposes. The location of the Rooftop Equipment and all plans and
specifications for installation of the same shall be subject to the prior written approval of
Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall obtain any
and all permits, consents and/or governmental approvals as may be reasonable and/or
necessary for the installation or operation of the Rooftop Equipment. Landlord makes no
warranty or representation that the Rooftop Equipment will not be affected by or suffer
interference from existing rooftop equipment, and Tenant accepts the rooftop space "as is" and
agrees that Landlord is under no obligation to perform any work or provide any materials in
preparation for the installation, maintenance or operation of the Rooftop Equipment, Tenant
shall use a Landlord approved contractor (approval not unreasonably withheld or delayed) for
the installation and maintenance of the Rooftop Equipment and no penetrations of the roof of the
Building shall be made without the prior written approval of Landlord. In the event that the
Rooftop Equipment affects or causes interference with existing rooftop equipment, Landlord may
require Tenant to relocate or remove the Rooftop Equipment, Tenant agrees that upon the
expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, remove
the Rooftop Equipment and in a good and workmanlike manner, restore the roof of the Building
to the condition existing immediately prior to installation of the Rooftop Equipment. The rooftop
access right granted herein is not exclusive and Landlord reserves the right to (i) renew or
extend rooftop communications rights to existing tenants, and (ii) grant new rooftop
communication rights to others provided such rights do not render Tenant's utilization of the site
impractical.
30. SPECIAL CONDITIONS. The following special conditions, if any, shall apply, and
where in conflict with earlier provisions in this Lease shall control:
a. Right of First Refusal. Landlord shall grant to Tenant a continuous Right of First
Refusal through the initial Term of the Lease, on any contiguous space that is or becomes
available during the initial term of the Lease, subject to the following terms and conditions:
1. Tenant shall not be in default, after expiration of applicable cure penods, in the
performance of any of the terms, covenants, or conditions contained in this Lease
with respect to a matter as to which notice of default has been given hereunder.
Landlord shall notify Tenant, in writing, as specified in Paragraph 25 of this Lease
when another bona fide user desires to lease the above referenced space.
Landlord shall also provide Tenant information concerning the terms and
conditions under which bona fide user agrees to lease said space. Tenant must
notify Landlord, in writing, as specified in Paragraph 25 of this Lease of its
decision regarding the space under consideration within ten (10) days from
Landlord's notification. If Tenant agrees to lease such space, then Tenant shall
have the right to lease such space upon the same terms and conditions as set
forth in Landlord's notice (except that the term of Tenant's lease of such space
100nG 22 CIS 012 CeoW FN Sege Lege CIQN Red
shall be for a period of time equal to or greater than the term agreed to by the
bona fide user), and Landlord and Tenant shall promptly execute an amendment
to this Lease to incorporate such space into the Premises. If Tenants fails to
notify Landlord within the stated ten (10) day period, then Tenant waives its right
to lease said space. If Tenant waives its right to lease said space, Landlord may
then proceed to lease the space to said bona fide user or any other interested
party.
3. The above option is subject to any and all pre-existing (existing before this Lease)
options on said contiguous space.
b. Temporary Occupancy. During the period of construction, Tenant may temporarily
occupy a portion of the Premises, and all terms of this Lease shall apply except no rent shall be
due until the Commencement Date.
31. ADDENDA AND EXHIBITS. If any addenda are noted below, such addenda are
incorporated herein and made a part of this Lease.
a. Lease Addendum Number One — "Work Letter"
b. Lease Addendum Number Two — "Additional Rent - Operating Expense Pass
Throughs"
c. Lease Addendum Number Three - "Option to Renew Lease Term"
d. Exhibit A — Premises
e. Exhibit B — Rules and Regulations
f. Exhibit C — Commencement Agreement
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY, SIGNATURE BLOCKS ON NEXT PAGE]
100206 23 C166017 Geoagl FOA Se Lease CHN Rea
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in three (3)
originals, all as of the day and year first above written.
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100206 24 CI86 012 Ge q,a rug Sarvce'_ease CHZM ReC
LEASE ADDENDUM NUMBER ONE
WORK LETTER
This Lease Addendum Number One (the "Work Letter") sets forth the rights and obligations
of Landlord and Tenant with respect to space planning, engineering, final workshop drawings,
and the construction and installation of any improvements to the Premises ("Tenant
Improvements"). This Work Letter contemplates that the performance of this work will proceed
in four stages in accordance with the following schedule: (i) preparation of a space plan: (ii) final
design and engineering and preparation of final plans and working drawings; (iii) preparation by
the Contractor (as hereinafter defined) of an estimate of the additional cost of the initial Tenant
Improvements; (iv) submission and approval of plans by appropriate governmental authorities
and construction and installation of the Tenant Improvements.
In consideration of the mutual covenants hereinafter contained, Landlord and Tenant do
mutually agree to the following:
1. Allowance. Landlord agrees to provide an allowance of up to $25.12 per rentable
square foot, to design, engineer, install, supply and otherwise to construct the Tenant
Improvements in the Premises that will become a part of the Building (the "Allowance'). To the
extent of the total amount of the Allowance. Landlord shall pay Tenant's contractor within forty-
five (45) days after Landlord's receipt of (i) any contractor's invoice, (ii) reasonable
documentation of completion of the work being invoiced, and (iii) partial releases of lien for the
work being invoiced. Landlord shall be responsible for contractor's late fees of one percent (I%)
per month for invoices not timely paid. Tenant is fully responsible for the payment of all costs in
connection with the Tenant Improvements in excess of the Allowance. Should Tenant determine
that not all of the allowance be needed, Landlord agrees that they may have up to $10.00 per
rentable square paid to Tenant, with such payment to be made within forty-five (45) days after
Landlord's receipt of Tenant's written request for same.
2. Space Planning, Design and Working Drawings. Tenant shall select architects,
designers or planners and engineers ("Architect"), who will do the following at Tenant's expense
(which expense may be deducted from the Allowance):
a. Attend a reasonable number of meetings with Tenant and Landlord's agent to
define Tenant's requirements. The Architect shall provide one complete space plan.
Tenant shall approve such space plan, in writing, within ten (10) days after receipt of the
space plan.
b. Complete construction drawings for Tenant's partition layout, reflected ceiling
grid, telephone and electrical outlets, keying, and finish schedule.
c. Complete Building standard mechanical plans where necessary (for
installation of air conditioning system and duct work, and heating and electrical facilities)
for the work to be done in the Premises.
d. All plans and working drawings for the construction and completion of the
Premises (the "Plans") shall be subject to Landlord's prior written approval. Any changes
or modifications Tenant desires to make to the Plans shall also be subject to Landlord's
prior approval. Landlord agrees that it will not unreasonably withhold its approval of the
Plans, or of any changes or modifications thereof; provided, however, Landlord shall
have sole and absolute discretion to approve or disapprove any improvements that will
be visible to the exterior of the Premises, or which may affect the structural integrity of
the Building. Any approval of the Plans by Landlord shall not constitute approval of any
delays caused by Tenant and shall not be deemed a waiver of any nghts or remedies
that may arise as a result of such delays.
3. Tenant Plan Delivery Date.
a. Tenant acknowledges that the Architect, designer, or Planner is acting on
behalf of the Tenant and that Tenant (not Landlord) is responsible for the timely
completion of the Plans.
b. Tenant covenants and agrees to deliver to Landlord the final Plans for the
Tenant Improvements on or before October 15, 2006 (the "Tenant Plan Delivery Date'.
100206 25 0166 012 Gmp RA Servo Le CFiZM Had
Time is of the essence in the delivery of the final Plans. It is vital that the final Plans be
delivered to Landlord by the Tenant Plan Delivery Date in order to allow Landlord
sufficient time to review such Plans and to discuss with Tenant any changes therein
which Landlord believes to be necessary or desirable. Delivery of the Plans by the
Tenant Plan Delivery Date is also vital for timely procurement of required permits and
completion of the Tenant Improvements.
4. Work and Materials at Tenant's Expense. Tenant shall select a licensed general
contractor or contractors (the "Contractor") to construct and install the Tenant Improvements in
accordance with the Plans (the "Work") at Tenant's expense (which expense may be deducted
from the Allowance). Landlord shall coordinate and facilitate communications between Tenant
and the Contractor. Tenant acknowledges that the Contractor is acting on behalf of the Tenant
and that Tenant (not Landlord) is responsible for the timely completion of the Tenant
Improvements.
a. Prior to commencing Work, Tenant shall submit to Landlord in writing the cost
of the Work, which shall include (i) the Contractors cost for completing the Work
(including the Contractor's general conditions, overhead and profit) and (ii) a
Construction Supervision Fee as provided under Section 1.m. to be paid to Landlord to
manage and oversee the Work to be done on Tenant's behalf.
b. Any changes in the approved cost of the Work shall be by written change
order signed by the Tenant. Tenant agrees to process change orders in a timely fashion.
Tenant acknowledges that the following items may result in change orders:
i. Municipal or other governmental inspectors require changes to the
Premises such as additional exit lights, fire damper or whatever other changes
they may require. In such event, Landlord will notify the Tenant of the required
changes, but the cost of such changes and any delay associated with such
changes shall be the responsibility of the Tenant.
ii. Tenant makes changes to the Plans or requests additional work.
Tenant will be notified of the cost and any delays that would result from the
change by a change order signed by Tenant before the changes are
implemented. Any delays caused by such changes shall not delay the
Commencement Date of the Lease.
iii. Any errors or omissions in the Plans or specifications which require
changes. Landlord will notify the Tenant of the required changes. The cost of
such changes and any delay associated with such changes shall be the
responsibility of the Tenant, and any delays caused by such changes shall not
delay the Commencement Date of the Lease.
iv. Materials are not readily available, require quick ship charges, or
require substitution.
v. The up fit schedule requires Express Review to get permits, which will
increase the costs of the permitting process.
c. All work performed in connection with the construction of the Premises shall
be performed in a good and workmanlike manner and in accordance with all applicable
laws and regulations and with the final approved Plans.
5. Signage and Keys. Landlord shall provide the following in accordance with Building
standards at Tenant's expense (which expense may be deducted from the Allowance): (i) door
and directory signage; (ii) suite and Building keys or entry cards.
6. Commencement Date. The Commencement Date shall not be delayed by reason of
non -completion of the Tenant Improvements. Tenant acknowledges and agrees that (i)
Landlord has not selected the Contractor or Architect, (ii) Landlord's role respecting construction
of the Tenant Improvements is only to ensure that the Tenant Improvements are constructed in
accordance with the approved Plans, and (iii) Landlord shall not be liable for any damages
resulting from any delay in the construction of the Tenant Improvements.
100205 26 CM 012 Ce 9,3 FUL Se—, Lean CR2u Red
7. Tenant Improvement Expenses in Excess of the Allowance. Tenant agrees to
pay, promptly upon being billed therefore, all costs and expenses in excess of the Allowance
incurred in connection with the Tenant Improvements. If any invoice from Landlord is unpaid
within thirty (30) days after Tenant's receipt of such invoice, then the outstanding balance shall
accrue at the rate of one percent (1 %) per month until paid in full.
S. Repairs and Corrections. Tenant acknowledges and agrees that Tenant selected
the Contractor and Architect and that Tenant shall be responsible for ensuring that all
manufacturers' and builders' warranties with respect to the Work shall be issued to or
transferred to Tenant, without recourse to the Landlord. Tenant shall repair or correct any
defective work or materials installed in connection with the Work provided, however, that
Landlord agrees to coordinate and facilitate the repair or correction of such defective work or
materials.
9. Inspection of Premises: Possession by Tenant. Prior to taking possession of the
Premises, Tenant and Landlord shall inspect the Premises and Tenant shall give Landlord
notice of any defects or incomplete work ("Punch list"). Tenant shall have the right to add items
to the Punch list within three (3) business days after taking possession of the Premises, so long
as such items do not relate to damage caused by Tenant or its contractors during Tenant's
move -in to the Premises. Tenant's possession of the Premises constitutes acknowledgment by
Tenant that the Premises are in good condition and that all work and materials provided by
Landlord are satisfactory as of such delivery of possession of the Premises, except as to (i) any
defects or incomplete work set forth in the Punch list, (ii) latent defects, and (iii) any equipment
that is used seasonally if Tenant takes possession of the Premises during a season when such
equipment is not in use.
10. Access During Construction. During construction of the Tenant Improvements and
with prior approval of Landlord, Tenant shall be permitted reasonable access to the Premises for
the purposes of taking measurements, making plans, installing trade fixtures, installation of
voice/ data cabling and doing such other work as may be appropriate or desirable to enable
Tenant to assume possession of and operate in the Premises; provided, however, that such
access does not interfere with or delay construction work on the Premises and does not include
moving furniture or similar items into the Premises. Prior to any such entry, Tenant shall comply
with all insurance provisions of the Lease. All waiver and indemnity provisions of the Lease shall
apply upon Tenant's entry of the Premises. In no event shall any such access by Tenant
constitute possession of the Premises by Tenant.
100206 27 C186012 Ce"a FW Se Leaze CHZM Rep
LEASE ADDENDUM NO. TWO
ADDITIONAL RENT - OPERATING EXPENSE PASS THROUGHS
For the calendar year commencing on January 1, 2008 and for each calendar year
thereafter, Tenant shall pay to Landlord as Additional Rent, Tenant's Proportionate Share of any
increase in Operating Expenses (as hereinafter defined) incurred by Landlord's operation or
maintenance of the Building during calendar year 2007 (the "Base Year'). For purposes of
calculating Tenant's Proportionate Share of real and personal property taxes, Landlord shall use
the Base Year or the year in which the Building and improvements are completed and are fully
assessed, whichever shall be later. Tenant's Proportionate Share shall be calculated by dividing
the 23,809 rentable square feet of the Premises by the 49,577 net rentable square feet of the
Building, which equals 48.024%. If during any calendar year the occupancy of the rentable area
of the Building is less than full, then those Operating Expenses (as hereinafter defined) that vary
with occupancy will be adjusted for such calendar year at a rate of 95% occupancy.
As used herein, the term "Operating Expenses" shall mean direct costs of operation,
repair and maintenance as determined by standard accounting practices, including, but not
limited to ad valorem real and personal property taxes, hazard and liability insurance premiums,
utilities, heat, air conditioning, janitorial service, labor, materials, supplies, equipment and tools,
permits, licenses, inspection fees, management fees not to exceed four percent (4%) of gross
receipts for the Building, and common area expenses; provided, however, the term "Operating
Expenses" shall not include depreciation on the Building or equipment therein, interest,
executive salaries, real estate brokers' commissions, or other expenses that do not relate to the
operation of the Building. Operating Expenses will not include (1) mortgage principal or interest,
debt service, financing, or refinancing; (2) ground lease payments; (3) leasing commissions or
other marketing costs; (4) costs of advertising space for lease in the Building; (5) Landlord
reimbursed costs including from insurance proceeds, from tenants of the Building (other than
such tenants' regular contributions to Operating Expenses), from warranties, condemnation, or
other sources; (6) any depreciation, amortization, or capital expenditures (except to the extent it
lowers Operating Expenses or is necessary to comply with laws), (7) legal fees or costs incurred
for negotiating leases, collecting rents, dealing with any proposed sale or refinancing of all or
any of the Property or any alteration or recapitalization of Landlord, disputes, or defending any
criminal proceeding; (8) costs attributable to the maintenance and operation of the entity that
constitutes the Landlord; (9) vacant space utilities (to the extent such utilities are separately
metered); (10) costs for tenant improvements, renovations, or alterations to any leaseable space
in the Building; (11) fines, penalties, or interest: (12) free or reduced rent or other inducements to
tenants or prospective tenants; (13) any amount paid by Landlord to an affiliate of Landlord for
any services or materials, to the extent such amount exceeds the amount that would have been
paid on a competitive basis to a person or entity not affiliated with Landlord, (14) costs incurred
to remedy structural or construction defects; (15) costs incurred to test, survey, cleanup, contain,
abate, remove, or otherwise remedy hazardous materials; (16) costs for collector sculpture.
paintings, or other art; (17) salary above grade of property manager, (18) income. estate,
inheritance, or other transfer tax, and any excess profit, franchise, or similar tax on Landlord's
business, (19) charitable or political contributions: (20) removal or storage costs for personal
property of tenants; (21) entertainment expenses: (22) reserves; (23) costs paid to clerks,
attendants, or other in commercial concessions Landlord operates: and (24) other expenses that
under generally accepted accounting principles consistently applied would not be considered
normal maintenance, repair, management, or operation expenses. The annual statement of
Operating Expenses shall be accounted for and reported in accordance with generally accepted
accounting principles (the "Annual Statement").
All assessments and premiums which can be paid by Landlord in installments shall be
included in Operating Expenses by Landlord as if paid in the maximum number of installments
permitted by law and not included as Operating Expenses except in the year in which the
assessment or premium installment would have been actually paid.
For the calendar year commencing on January 1, 2008 and for each calendar year
thereafter during the Term, Landlord shall estimate the amount the Operating Expenses shall
increase for such calendar year above the Operating Expenses incurred during the Base Year.
Landlord shall send to Tenant a written statement of the amount of Tenant's Proportionate
Share of any estimated increase in Operating Expenses and Tenant shall pay to Landlord,
monthly as Additional Rent, 1/12 of Tenant's Proportionate Share of such increase in Operating
Expenses. Within ninety (90) days after the end of each calendar year. Landlord shall send a
ID0206 28 C166012 Ge.W FJ S- Lease CHZM RW
copy of the Annual Statement to Tenant. Pursuant to the Annual Statement, Tenant shall pay to
Landlord Additional Rent in a lump sum as owed or Landlord shall adjust Tenant's Rent
payments if Landlord owes Tenant a credit, such payment or adjustment to be made within thirty
(30) days after the Annual Statement is received by Tenant. After the Expiration Date, Landlord
shall send Tenant the final Annual Statement for the Term. and Tenant shall pay to Landlord
Additional Rent as owed or if Landlord owes Tenant a credit, then Landlord shall pay Tenant a
refund. If this Lease expires or terminates on a day other than December 31, then Additional
Rent shall be prorated on a 365 -day calendar year (or 366 if a leap year).
Tenant shall have the right to examine and review Landlord's books and records pertaining to
Operating Expenses ('Tenant's Review'), at Tenant's expense, one time during each calendar
year provided that (i) Tenant provides Landlord with written notice of its election to conduct
Tenant's Review no later than three (3) months following Tenant's receipt of the Operating
Expense Statement and completes Tenant's Review within sixty (60) days after giving such
notice; (ii) there is no event of default under the Lease as of the date that Tenant delivers such
notice or any default that occurs during Tenant's Review after the giving of notice and that is not
cured or in the process of being cured within any applicable cure periods, provided, however,
that Tenant shall lose the right to perform Tenant's Review if such default is not cured during the
applicable cure period; (iii) Tenant fully and promptly pays all Rent, including Tenant's Share of
Operating Expenses as billed by Landlord pending the outcome of Tenant's Review; (iv)
Tenant's Review is conducted by a qualified employee of Tenant or by an accounting or
consulting firm engaged by Tenant on a non -contingency fee basis: (v) Tenant and the person(s)
conducting Tenant's Review agree that they will not divulge the contents of Landlord's books
and records or the result of their examination to any other person, including any other tenant in
the Building other than Tenant's attorneys, accountants, employees and consultants who have
need of the information for purposes of administering this Lease for Tenant or as otherwise
required by law (including governmental audits of Tenant) or in connection with legal
proceedings against Landlord. Tenant shall not be entitled to challenge Landlord's calculation of
Operating Expenses in any year(s) prior to the year for which Tenant's Review is being
conducted, all such Operating Expenses to be deemed final and binding on the parties once
Tenant's Review for that year has been conducted or Tenant's right to conduct Tenant's Review
for such year has elapsed. Tenant's Review shall be conducted at Landlord's office where the
records are maintained during Landlord's normal business hours. In the event that Tenant's
Review demonstrates that Landlord has overstated Operating Expenses, Landlord shall
reimburse Tenant for any overpayment of Tenant's Share of such Operating Expenses within
thirty (30) days of Landlord's receipt of reasonably sufficient documentation of such
overstatement from Tenant; provided, however, that Tenant's Review must be completed within
the time frames set forth in (i) above and, if not, Landlord shall have no obligation to reimburse
Tenant for any overstatement of Operating Expenses for that year then under review. In the
event that Tenant's Review demonstrates that Landlord has understated Operating Expenses,
Tenant shall promptly reimburse Landlord for any underpayment of Tenant's Share of such
Operating Expenses. In the event that Tenant's Review indicates that Operating Expenses are
overstated by more than five percent (5%), then Landlord shall reimburse Tenant for the
reasonable cost of such audit.
100706 29 C136011 Gmgr . Fuji Sarco Lease ChDA Red
ADDENDUM NUMBER THREE
OPTION TO RENEW LEASE TERM
1. Option to Extend. Tenant shall have the right and option to renew the Lease (the
"Renewal Option") for two (2) additional periods of five (5) years each (the "Renewal Lease
Terms") (a separate notice is required for each Renewal Lease Term); provided, however, such
Renewal Option is contingent upon the following (i) Tenant is not in default, after expiration of
applicable notice and cure periods, at the time Tenant gives Landlord notice of Tenant's
intention to exercise the Renewal Option; (ii) upon the Expiration Date or the expiration of any
Renewal Lease Term, Tenant has no outstanding default, after expiration of applicable notice
and cure periods; (iii) Tenant is not disqualified by multiple defaults as provided in the Lease;
and (iv) Tenant or its permitted assignee is occupying the Premises. Following the expiration of
the second Renewal Term, Tenant shall have no further right to renew the Lease pursuant to
this Addendum Number Three.
2. Exercise of Option. Tenant shall exercise each Renewal Option by giving Landlord
notice at least 270 days prior to the Expiration Date or the last day of any Renewal Lease Term.
If Tenant fails to give such notice to Landlord pnor to said 270 day period, then Tenant shall
forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during any such
Renewal Lease Term, Landlord and Tenant's respective rights, duties and obligations shall be
governed by the terms and conditions of the Lease, except that (1) Base Rent shall be
determined as set forth below; (2) the Operating Expenses Base shall be adjusted to an amount
equal to the actual Operating Expenses for the calendar year in which the Renewal Term
commences; and (3) Landlord shall provide Tenant with a tenant finish allowance of $5.00 per
rentable square foot of the Premises, payable in cash upon commencement of the Renewal
Term. Time is of the essence in exercising the Renewal Option.
3. Term. If Tenant exercises the Renewal Option, then during any such Renewal Lease
Term, all references to the term "Term", as used in the Lease, shall mean the "Renewal Lease
Term
4. Termination of Renewal Option on Transfer by Tenant. In the event Landlord
consents to an assignment or sublease by Tenant, then the Renewal Option shall automatically
terminate (except if to the City of Milton) unless otherwise agreed in writing by Landlord.
5. Base Rent for Renewal Lease Term. The Minimum Base Rent for each Renewal Lease
Term shall be at the then current market rate determined as follows:
Tenant shall give notice to Landlord, not later than 270 days prior to the Expiration Date
(or the last day of any Renewal Lease Term), that Tenant is considering extending the Term or
any extension thereof. Within fifteen (15) days after receipt of such notice from Tenant,
Landlord shall furnish Tenant with Landlord's good faith estimate of the market rental value of
the Premises. Tenant shall, within thirty (30) days after the receipt of Landlord's estimate. either
(i) signify its acceptance of Landlord's estimate or (ii) dispute Landlord's estimate by submitting
Tenant's own estimate of market rental value. If Tenant accepts Landlord's estimate under (i),
or Landlord accepts Tenant's estimate under (ii), or the parties otherwise reach agreement on
market rental value, then the Term or any Renewal Lease Term thereof shall be extended and
the applicable estimate or agreed amount shall be the Base Rent for the Renewal Lease Term.
If Landlord does not accept Tenant's estimate or the parties do not otherwise reach agreement
within thirty (30) days of Tenant's notice of dispute of Landlord's estimate, then the dispute shall
be submitted to arbitration as hereinafter provided, unless Tenant gives notice within seven (7)
days after the expiration of said thirty (30) day period that Tenant declines the Renewal Option,
in which event the Lease shall expire on the Expiration Date or on the last day of any Renewal
Lease Term.
If the market rental value of the Premises is to be determined by arbitration, each of
Landlord and Tenant, within twenty (20) days after expiration of the thirty (30) day period
following notice by Tenant disputing Landlord's estimate, shall appoint as an arbitrator a
reputable independent real estate consultant, appraiser or broker with at least ten (10) years
experience in the greater Atlanta area and shall give notice of such appointment to the other
party. The two arbitrators shall, within ten (10) days after appointment of the second arbitrator,
attempt to agree on the market rental value of the Premises. If they are able to agree, then their
determination shall be the market rental value of the Premises. If they are unable to agree within
that 10 -day period, the two arbitrators shall appoint a third arbitrator who shall be similarly
qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator,
then either arbitrator on behalf of both may request such appointment from the office of the
100206 30 C136 012 G -V FW Sense lease CKZM Rw
American Arbitration Association ("AAA") nearest to Landlord. Each of the first two arbitrators
shall submit to the third arbitrator his opinion as to the market rental value of the Premises. The
third arbitrator shall choose one of those two numbers (without compromise between the two),
and the number chosen by the third arbitrator shall be the market rental value of the Premises.
Landlord and Tenant shall each pay the fees of its chosen arbitrator. The fees of the third
arbitrator shall be split equally between Landlord and Tenant. If the AAA shall cease to provide
arbitration for commercial disputes in location, the third arbitrator shall be appointed by any
successor organization providing substantially the same services.
Within five days after receipt of the decision of the arbitrators, either party may, at its
option, revoke the option to renew by providing the other party written notice of such election,
provided that the revoking party agrees to reimburse the other party all costs incurred by the
non -revoking party in the arbitration process used to establish the rental rate for the Premises.
For purposes of this Addendum Number Three, the "market rental value of the Premises'
means what a landlord under no compulsion to lease the Premises and a tenant under no
compulsion to lease the Premises would determine as rent (including market tenant finish
allowance and other concessions) for the Renewal Lease Term as of the time of Tenant's
Notice, taking into consideration the uses permitted under this Lease; the quality, size, design,
and location of the Premises; and the rent for comparable space in comparable buildings in the
vicinity of the Premises.
If Tenant has exercised the Renewal Option and the Market Rental Rate for the Renewal
Lease Term has not been determined in accordance with this Lease Addendum Number Three
by the time that Rent for the Renewal Lease Term is to commence in accordance with the terms
hereof, then Tenant shall pay Rent for the Renewal Lease Term based on the Market Rental
Rate proposed by Landlord pursuant to this Lease Addendum Number Three until such time as
the Market Rental Rate has been so determined, at which time appropriate cash adjustments
shall be made between Landlord and Tenant such that Tenant is charged Rent based on the
Market Rental Rate (as finally determined pursuant to this Lease Addendum Number Three) for
the Renewal Lease Term during the interval in question.
100206 31 0186012 Ge pa FW Se Lease CRN R.4
EXHIBIT A
PREMISES
(TO BE PROVIDED)
IW206 I C 165 012 Gea@e FkA SmLeau C712M Red
EXHIBIT B
RULES AND REGULATIONS
Access to Building. On Saturdays, Sundays, Holidays and weekdays between the hours of
6:00 P.M. and 8:00 A.M., access to the Building and/or to the halls, corridors, elevators or
stairways in the Building may be restricted and access shall be gained by use of a key or
electronic card to the outside doors of the Buildings. Landlord may from time to time
establish security controls for the purpose of regulating access to the Building. Tenant shall
be responsible for providing access to the Premises for its agents, employees, invitees and
guests at times access is restricted, and shall comply with all such security regulations so
established.
2. Protecting Premises. The last member of Tenant to leave the Premises shall close and
securely lock all doors or other means of entry to the Premises and shut off all non essential
lights and non essential equipment in the Premises.
3. Building Directories. The directories for the Building in the form selected by Landlord shall
be used exclusively for the display of the name and location of tenants. Any additional
names and/or name change requested by Tenant to be displayed in the directories must be
approved by Landlord and, if approved, will be provided at the sole expense of Tenant.
4. Large Articles. Furniture, freight and other large or heavy articles may be brought into the
Building only at times and in the manner designated by Landlord and always at Tenant's sole
responsibility. All damage done to the Building, its furnishings, fixtures or equipment by
moving or maintaining such furniture, freight or articles shall be repaired at Tenant's
expense.
5. Signs. Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture.
advertisement, name, notice, lettering or direction on any part of the outside or inside of the
Building, or on any part of the inside of the Premises which can be seen from the outside of
the Premises, including windows and doors, without the written consent of Landlord, and
then only such name or names or matter and in such color, size, style, character and
material as shall be first approved by Landlord in writing. Landlord, without notice to Tenant,
reserves the right to remove, at Tenant's expense, all matters other than that provided for
above.
6. Compliance with Laws. Tenant shall comply with all applicable laws, ordinances,
governmental orders or regulations and applicable orders or directions from any public office
or body having jurisdiction, whether now existing or hereinafter enacted with respect to the
Premises and the use or occupancy thereof. Tenant shall not make or permit any use of the
Premises which directly or indirectly is forbidden by law, ordinance, governmental regulations
or order or direction of applicable public authority, which may be dangerous to persons or
property or which may constitute a nuisance to other tenants.
Hazardous Materials. Tenant shall not use or permit to be brought into the Premises or the
Building any flammable oils or fluids, or any explosive or other articles deemed hazardous to
persons or property, or do or permit to be done any act or thing which will invalidate, or
which, if brought in, would be in conflict with any insurance policy covering the Building or its
operation, or the Premises, or any part of either, and will not do or permit to be done anything
in or upon the Premises, or bring or keep anything therein, which shall not comply with all
rules, orders, regulations or requirements of any organization, bureau, department or body
having jurisdiction with respect thereto (and Tenant shall at all times comply with all such
rules, orders, regulations or requirements), or which shall increase the rate of insurance on
the Building, its appurtenances, contents or operation.
8. Defacing Premises and Overloading. Tenant shall not place anything or allow anything to
be placed in the Premises near the glass of any door, partition, wall or window that may be
unsightly from outside the Premises. Tenant shall not place or permit to be placed any
article of any kind on any window ledge or on the exterior walls: blinds, shades, awnings or
other forms of inside or outside window ventilators or similar devices shall not be placed in or
about the outside windows in the Premises except to the extent that the character, shape,
color, material and make thereof is approved by Landlord. Except as permitted in the Lease,
Tenant shall not install any floor coverings in the Premises or make, cut or drill into, or in any
way deface any part of the Premises or Building without in each instance obtaining the prior
written consent of Landlord. Tenant shall not overload any floor or part thereof in the
Premises, or any facility in the Building or any public corridors or elevators therein by bringing
10025 1) CW 012 Geaga FJ Se—e Lead CHZM Fed
in or removing any large or heavy articles and Landlord may direct and control the location of
safes, files, and all other heavy articles and, if considered necessary by Landlord may
require Tenant at its expense to supply whatever supplementary supports necessary to
properly distribute the weight.
Obstruction of Public Areas. Tenant shall not, whether temporarily, accidentally or
otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any
sidewalk, court, hall, passageway, entrance, or shipping area. Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in a clean and sightly condition,
and move all supplies, furniture and equipment as soon as received directly to the Premises,
and shall move all such items and waste (other than waste customarily removed by Building
employees) that are at any time being taken from the Premises directly to the areas
designated for disposal. All courts, passageways, entrances, exits, elevators, escalators,
stairways, corridors, halls and roofs are not for the use of the general public and Landlord
shall in all cases retain the right to control and prevent access thereto by all persons whose
presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation
and interest of the Building and its tenants; provided, however, that nothing herein contained
shall be construed to prevent such access to persons with whom Tenant deals within the
normal course of Tenant's business so long as such persons are not engaged in illegal
activities.
10. Additional Locks. Tenant shall not attach, or permit to be attached, additional locks or
similar devices to any door or window, change existing locks or the mechanism thereof, or
make or permit to be made any keys for any door other than those provided by Landlord.
Upon termination of this Lease or of Tenant's possession, Tenant shall immediately
surrender all keys to the Premises.
11. Communications or Utility Connections. If Tenant desires signal, alarm or other utility or
similar service connections installed or changed, then Tenant shall not install or change the
same without the approval of Landlord, and then only under direction of Landlord and at
Tenant's expense. Tenant shall not install in the Premises any equipment which requires a
greater than normal amount of electrical current for the permitted use without the advance
written consent of Landlord. Tenant shall ascertain from Landlord the maximum amount of
load or demand for or use of electrical current which can safely be permitted in the Premises,
taking into account the capacity of the electric wiring in the Building and the Premises and
the needs of other tenants in the Building, and Tenant shall not in any event connect a
greater load than that which is safe.
12. Office of the Building. Service requirements of Tenant will be attended to only upon
application at the office of Eola Capital LLC, or any other property manager designated by
Landlord. Employees of Landlord shall not perform, and Tenant shall not engage them to do
any work outside of their duties unless specifically authorized by Landlord.
13. Restrooms. The restrooms, toilets, urinals, vanities and the other apparatus shall not be
used for any purpose other than that for which they were constructed, and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be borne by the tenant
whom, or whose employees or invitees, shall have caused it.
14. Intoxication. Landlord reserves the right to exclude or expel from the Building any person
who, in the judgment of Landlord, is intoxicated, or under the influence of liquor or drugs, or
who in any way violates any of the Rules and Regulations of the Building.
15. Nuisances and Certain Other Prohibited Uses. Tenant shall not (a) install or operate any
internal combustion engine, boiler, machinery (excluding customary kitchen appliances such
as toasters, microwave ovens, coffee vending machines, etc.), refrigerating (except
customary office refrigerators), heating or air conditioning apparatus in or about the
Premises; (b) engage in any mechanical business, or in any service in or about the Premises
or Building, except those ordinarily embraced within the Permitted Use as specified in
Section 3 of the Lease; (c) use the Premises for housing, lodging, or sleeping purposes: (d)
prepare or warm food in the Premises or permit food to be brought into the Premises for
consumption therein (heating beverages and individual meals of employees excepted)
except by express permission of Landlord: (e) place any radio or television antennae on the
roof or on or in any part of the inside or outside of the Building other than the inside of the
Premises, or place a musical or sound producing instrument or device inside or outside the
Premises which may be heard outside the Premises; (f) use any power source for the
100106 Q CIN 012 Georgia FJ Se Lease CHLM Red
operation of any equipment or device other than dry cell batteries or electricity; (g) operate
any electrical device from which may emanate waves that could interfere with or impair radio
or television broadcasting or reception from or in the Building or elsewhere; (h) bring or
permit to be in the Building any bicycle, other vehicle, dog (except in the company of a blind
person), other animal or bird; (i) make or permit any objectionable noise or odor to emanate
from the Premises; Q) disturb, harass, solicit or canvass any occupant of the Building, (k) do
anything in or about the Premises which could be a nuisance or tend to injure the reputation
of the Building; (i) allow any firearms in the Building or the Premises except as approved by
Landlord in writing.
16. Solicitation. Tenant shall not canvass other tenants in the Building to solicit business or
contributions and shall not exhibit, sell or offer to sell, use, rent or exchange any products or
services in or from the Premises unless ordinarily embraced within the Tenant's Permitted
Use as specified in Section 3 of the Lease.
17. Energy Conservation. Tenant shall not waste electricity, water, heat or air conditioning and
agrees to cooperate fully with Landlord to insure the most effective operation of the
Building's heating and air conditioning, and shall not allow the adjustment (except by
Landlord's authorized Building personnel) of any controls.
18. Building Security. At all times other than normal business hours the exterior Building doors
and suite entry door(s) must be kept locked to assist in security. Problems in Building and
suite security should be directed to Landlord at 770-939-9820.
19. Parking. Parking is in designated parking areas only. There shall be no vehicles in "no
parking" zones or at curbs. Handicapped spaces are for handicapped persons only and the
Police Department will ticket unauthorized (unidentified) cars in handicapped spaces.
Landlord reserves the right to remove vehicles that do not comply with the Lease or these
Rules and Regulations and Tenant shall indemnify and hold harmless Landlord from its
reasonable exercise of these rights with respect to the vehicles of Tenant and its employees,
agents and invitees.
20. Janitorial Service. The janitorial staff will remove all trash from trashcans. Any container or
boxes left in hallways or apparently discarded unless clearly and conspicuously labeled DO
NOT REMOVE may be removed without liability to Tenant. Any large volume of trash
resulting from delivery of furniture, equipment, etc., should be removed by the delivery
company, Tenant, or Landlord at Tenant's expense. Janitorial service will be provided after
hours five (5) days a week. All requests for trash removal other than normal janitorial
services should be directed to Landlord at 770-939-9820.
21. Construction. Tenant shall make no structural or interior alterations of the Premises except
as permitted by the Lease. To the extent required by the Lease, all structural and
nonstructural alterations and modifications to the Premises shall be coordinated through
Landlord as outlined in the Lease. To the extent required by the Lease, completed
construction drawings of the requested changes are to be submitted to Landlord or its
designated agent for pricing and construction supervision.
loom A C186012 Gwrgia FV Sa Lease CRZM Rap
EXHIBIT C
COMMENCEMENT AGREEMENT
This COMMENCEMENT AGREEMENT (the "Commencement Agreement"), made and
entered into as of this day of . 2006, by and between CAT -ATL
Owner LLC, a Delaware limited liability company ("Landlord") and CH2M Hill, Inc., a Florida
corporation ("Tenant");
WITNESSETH:
WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated
(the "Lease"), for space designated as Suite 107, comprising
approximately rentable square feet, in the Deerfield 100 Building, located at 13000
Deerfield Parkway, City of Alpharetta, County of Fulton, State of Georgia; and
WHEREAS, the parties desire to establish the Commencement Date and Expiration Date
as set forth below,
NOW. THEREFORE, in consideration of the mutual and reciprocal promises herein
contained, Tenant and Landlord hereby agree that said Lease hereinafter described be, and the
same is hereby modified in the following particulars:
1. The term of the Lease by and between Landlord and Tenant actually commenced on
(the "Commencement Date"). The initial term of said Lease shall
terminate on (the "Expiration Date"). Section 3, entitled "Term and all
references to the Commencement Date and Expiration Date in the Lease are hereby amended.
2. Except as modified and amended by this Commencement Agreement, the Lease
shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be duly
executed, as of the day and year first above written.
LANDLORD: TENANT:
By:
TENANT
[NOT FOR EXECUTION]
By:
100206 5 0186012 Ce 9Fa Sa Lerse CHZM Red
EXHIBIT D
JANITORIAL SPECIFICATIONS
NIGHTLY SERVICES
1. Empty waste receptacles and remove normal trash.
2. Dust office furniture and equipment.
3. Spot vacuum carpeted floors, and or/dust mop resilient floors.
4. Spot clean entrance door glass.
5. Clean countertops and sinks.
6. Clean and stock restrooms.
7. Clean and sanitize drinking fountains.
8. Remove fingerprints from doors, frames, light switches, kick and push plates, walls, etc.
9. Spot clean carpet for small spills.
WEEKLY SERVICE
1. Dust office furniture and equipment completely.
2. Wash and wipe wastepaper baskets as needed.
3. Fully vacuum carpeted floors and mop resilient floors.
4. Wipe telephones with sanitizing cloth.
5. Vacuum upholstery as necessary.
BI -WEEKLY SERVICE
1. Dust high & low areas.
2. Window treatments to be dusted.
3. Remove dust and cobwebs from ceiling areas as necessary.
4. Vacuum dust from air diffusers and grills as necessary.
5. Collect recycling materials and remove from tenant space.
BI -ANNUAL SERVICES
1. Exterior window washing.
ANNUAL SERVICES
1. Interior window washing.
THESE SPECIFICATIONS ARE SUBJECT TO CHANGE BY LANDLORD FROM TIME TO TIME
100205 C c186 012 Gmga FuV Seng Low CHN Rea
tiVEGC: rtE Efti
C ONFERLNCE RESORT
I he tollowin> represents an agrcement betv�een: ;Marriott Evergreen Conference Revert, 4021 Lakeview Drn c, Stone
Mountain, GA. 3009+ (770) 879-9900 and City of Milton and outlines specific cond€tions and services to be provided.
ORC;ANIZ.ATION:
CONTACT:
Job Title:
'street ,Address,:
City,. State, Posta! Code:
Coortrv:
Phone Number:
Fax Number:
h-nra"I Address
NAMEOE FNKNI;
REFERENCE, #:
OFFICIAL PROC,'RAM D:tTES:
AN"I't£'IPATED ATTENDANCE:
City of Mi':to€t
Darlene Henry
.Admin istrativc Coordinator
13000 Dcertiietd Parke xas, Ste. to -
Milton, Gar 30004
USA
(678) 242-2513
i678)242-2499
Darlene hen}(criciteuirui ton,Ea_to
City of Milton Spring Retreat
I-4YYACUE3
Sunday, 05V0312009 - Monday, 05/0412009
11
C:IIEST ROOM COMMITN4ENT
The Hotel agrees that it oval provide, and City of Milton agrees that it will be responsible for uallzingr 10 room nights in the
pattern ',,or forth below (such number and such pattern, thc" Roorn Night Corm itntent
Date
Day
Standard
TofalRooms
5'3,111-009
Son
10
10
4rV, 009
Moll
Departure
Start Date End Date
Roam Type
Single Double
Triple
Quad
53;2009 ; 4%2009
Kinn;
$129.00 5149,00
S169do
5189.06
lintel room rates are subject to applicable stare and local taxes (currerol 1"'-<) in effect at the time of -check-in,
CONCESSIONS
• rhe Da} ;llecrtn i'ackio,c has been redcrced to $89 per da} par person
DAY MEETING PACKAC L RA ITS
The Das fleeting Package Irate is as follows: S99.00 fora full day, 585,60 for a hall day with bunch, 575.00 for it had dat
'.without touch; per day, per attendee. fhe Day Meting Package Rate includes general session room, *Audio visual package
outlined in the at vtanal clause below, fitness center, park entrance fee, service charges, and the fohatwtag food and
bever;gW lbased on the packige selection): continuous ru;Teshntent b;c:aks to incham continental breakfast, morning and
afternoon refreshmeni hreuks, lunch 4 reerl in Itevoturant File, Day kiceting Packege rates are subject ui applicable stage and
local taxes.
AUDR VISUALFC)t,IPMF'ki"11'ACK_',GE
*Starrdaad Audio visual Package(thaupa with less than 4£1 >uesti)-
7 Flipcharts, 1 Wireless Microphone iv nth looker. I Easel, 1 AN Support handle (Curctable, power strip, appropriate
screen),
Upgrade to Deluxe Packaec - S500
"Deluxe Audit. Visual Packalle (Groups with more tJ an 40 i_>ue5ts**) -
I High speed interact user, 1 3000 lumen hCT1 Protector, Screen, 2 Flipchatts, I wireless Microphone ssnth mixer. 1 Easel
*"Reduction in final guarantee €o less ih rt 36 attendees still req irc upgrade fie of$S00.0k1
COMMISSION
The group room =ales listed above are net nor cotnm€ssionable. C'st,, of Miltaa will advise iii de,ionaled agency of these
rates and address any resulting ar crwv compensation issues directly with the ratan a_entent of tile appropriate agencu.
NIFTHOD OF RESERVATIONS
Reservations for the I vent will be, made by a roontinrg List in a format provided by rile hotel. City of Milton will forward its
rcraming list by Monday, April 13, MIR
GUARANTEED RESERVATIONS
All reservations must be accompanied by a first night room deposit or guaranteed with a major credit card or bu City of
Milton. [lots[ will not Fold any reservations unless secured by one cif the above methods.
CUTOFF DA'rE
Reservatiwns by attendees must be received on or before, Monday. April 13, 2609 (tile "Cumff Date"). At the Cutoff gate,
Hotel will review the reservation pickup for the Event, release the unreserved rooms for genual sale, and determine obether
it can accept reser vations based ort a space- and ram-available basis at the City of Milton group tate after this elate.
Release of rooms for ,eneral dale following Kine Cutoff Date docs not affect Cita of Miton'a oblization, as ,fisc=used
elsewhere in this Agreement, to utilize guest rooms,
MASTER ACCOUNT
Hotel must he notified in writing at least 34 days prior to arrival of the authorized signatories and the charges that are to be
hosted to the Masan Account. Arty cancellation or a£iritiort fps svill be btlied to the Nhotcr Account.
METHOD OF PAYMENT
the method of payment ot'the Master Account will be established upon approval of City of Milton's credit. If credit is
approved, the outstanding balance of City of Milton Master Account (less any advance deposits and exclusive of disputed
charges) will he due and payable upon receipt of invoice.
In the event that credit is not approved, City of Milton agrees to pay an advance deposit in an amount in be determined by the
Hole! In its reasonable discretion, with the full amount due 16 business days prior to the start of the group's even[. Please
note that Marriott Business Services will evaluate credit approximatch, 90 days prior to group arrival. If ne:essar_y, an
additional deposit mai' be requested at that time,
City of Milton out raise any disputed chari, s) within 30 days after receipt of the invoice ills fiord will work wah City of
Milton in resolving any such disputed charges, the payment of which will be due upon receipt of invoice atter resolution of
the dispute. 117paymetnt of any invoice is not received within thirty= (30) days of the date on which it was due, I-Etnel will
impose a finance charce at the rate of the lesser of I-I,`2"o per nionth (18% softest rate) or the maxitnutn allowed by 'ask un
the unpaid balance commencing on the invoice date.
City of Miltora has indicated that it has elected to use tate following form of payment:
[ C:ash mons r order or outer sc naJtteed forst of paynaent
redit card (We accept All major credit cards)
cheek 21 ,lays in advance
f ] Direct !fill. pending approval
[agreed alternative]
City of Milton may nor change this form of payment.
PAYMENT BY CREDIT CARD OR COMPANY CEIFCK
If City of Milton w=ishes to pay ane portion of its obligation be credit card or compato check, the credit Ward infoitnation
roust oe entered into our secure online web -site.
inii;r to the execution of this agrees€Hent city cr Milton Shall provi0e hutcl with credit card authorization information. A
Credit Card Infomra.=ion Request e-mail will be sent to the e-mail address provided by City of Milton.
This process mast also be follora ed if direct billing has not been approve; and the Master Account charges will be paid by
credit card lir company cheek.
City of Stilton agrees that the Beef nray ch lane to this credit card ane pasnwlit as required under this finrup sales
Agreement
BILLING ARRANGEMENTS
Ilse following billing arrangements ripply:
[XJ Rocan and fax to %,taster
[_k] Incidentals to Individuuts
ADVANCEPAYM"i NT
,An advance payment of 5387.00 will be required in order to hold arrangements on a definite basis. 7-4is advance pa,�nzent is
clue on Monday, Mare 23, 2009 and will be credited tcwvard the Master Account.
FUNCTION ENFORMATiON AGENDA/EVENT AGENDA
Rased on the requirements outlined by City of Milton, the Hotel has reserved the function space set forth on the below
Function Information Agenda,`Fvent Agenda.
Date Days Start Tune Eud Time Function Type Setup People Related Fiends
5%312409 Butt 10:60 ANI
5.3 2009 Stir, j2 00 PM
5 42009 %,ton 7_04 AM
5,4/2009 Mon Vitt AM
5,4 2tMi9 Mon 12:00 Em
tt 9:30AM,-5:00PM
Continuous Break
7 I Watemcle Restaurant
I I Waterside Restaurant
I 1 7:30 ANl - 400 PM
Continuous Break
I I Wats.-side Restaurant
Howl reserves the right to adjust f=unction space in direct proportion to a reduction in guest rooms or any chances in the
number of attendees.
DAMAGE: TO FUNCTION SPACE;
City of Milton agrees to pay for any damage to the function space that occurs while City ch slilion is using it. Cita of Milton
wilts not be responsible, however. for ordinary wear and tear or €or d mage that it can shot, was caused b2 persons other than
City o4' Milton and its attendees.
Sunday. May 3, 2009
6 0 PM
Nteeti-nz
(-Shape
1.00 PM
Lunch Buffet
Cxrsnng Set
Monday, May 4,
2009
8:00 ANI
Hireakfast Buffer
F:xistine `let
4,00 PRM
Meeting
U -Shape
1:00 Pts,'.
Lunch Buffer
I "Jsuna set
tt 9:30AM,-5:00PM
Continuous Break
7 I Watemcle Restaurant
I I Waterside Restaurant
I 1 7:30 ANl - 400 PM
Continuous Break
I I Wats.-side Restaurant
Howl reserves the right to adjust f=unction space in direct proportion to a reduction in guest rooms or any chances in the
number of attendees.
DAMAGE: TO FUNCTION SPACE;
City of Milton agrees to pay for any damage to the function space that occurs while City ch slilion is using it. Cita of Milton
wilts not be responsible, however. for ordinary wear and tear or €or d mage that it can shot, was caused b2 persons other than
City o4' Milton and its attendees.
PRIVATE FOOD AND BEVERAGE
Pfivan: nicals•`breaksaro considered upgrades to the aariddrd DMIr rate- and tire corresponding surcharge incurred will be
deterrioned at the nine menu selections are made with the Conference service,mana,�cr,
A final eliaraince (al Wminct atbaiddroc is required three (3)11s&arw,s dors pi ioi to tire date of each buictiunif fever
parsons are Served than the number indicated in thelprararnee. Clnv of "ONIon will be charged bated on the number nit jwrsfooz
indicated in thefacirarnee,
A service chageof'_4% plus applicable taxes icurrently 7',,)t6il be applied to all private banquet functions.
NO EXHIBITS
Hotel understands City of sditton's program does not ini,olve the rise of exhibifs or display material
OUTSIDE FOOD AND BEVERAGE POLICY
All food and functions beverages served at f L
I ons associated with the Event roust be pros idea, prepar ed. and served by Hotel, and
most be consumed on I potel premises,
ROOMS ATTRITION
I Rotel is retying upon City of Milton's use of the 10, Room Night Conirnioncrut, City of Milton agrees that I loss will be
incurred by Iltual if City of Milton's actual usage is less than 90s;iI of the Roc on Night Commitment.
If City of Milton's actual usage is less than 90% of the Room Night Commitment, City of Milton agrees of pay, as liquidated
damages and not as a penalty, the difference between 90"if o€ the Roorn Night Commitment and City orMilusn', actual
usage, unfunded by the average group rossm, rate-, plus appfieablc taxes,
CANCELLATION
City of Milton acknoviledges that if it cancels Or otherwise essentially abandons it, planned use of the Rovan Night
Commitment (a "Cancellation"), this action would constitute a breach of City of Milton's obligation to [late[ and Hand
mould be hartned, Because firael's harsh (and City of Milton's obligation to compensate Hotel for that harm) is likely to
increase if there is it delay in notifying Hotel of any Cancellation. City of Milton agrees to man's, Hotel in writing, within
rive (5) business da}s of any, decision to Cancel. In addition, if a. Cancellation occurs, the both" agree that
(a) It would bedifficultiodetermine Hotel's actual harm,
(b) Due to the short period of time between the execution of in is Agreement and the Event dates, and/or the projected non -
capacity occupancy of the Hotel over the Event dates, Hotel is not iliely to be able to resell rusans or function space an a
"last -sale" basis in the event of a Cancellation.
(c) the amount set train below reasonably estimates Head's harm for a Cancellation.
City of feliftort therefore agrees to pay hotel, :within thirty (10) daps after any Caarcollation, a,,3 liquidated danerIl,
e, and not as
a penalty, $1,290.00, plus applicable taxes. Provided that Cry ofMilton firriely notifies Hotel of the Cancellation and thusly
pays the above liquidated damages. Hotel agrees not to seek additional datnages hour City of Milton relating to the
Cancellation,
IMPOSSIBILITY
Tice performance of this Agreement is subject to termination without liability upon the occurrence of arty= cocurnsomcc
beyond the control of either gamy such as acts offical, eau, acts of terrorism. government regulations, disaster, strikes
(except throe involving the employlles or agents of the party seeking the protection of this clause), civil disorder, or curtailment
of transportation facilities to the extent that such circumstance makes it illegal or impossible to Provide or rise the Hotel
feLi titres. 'I'lle ability tit no III if late this Agoaantan afthour liability pursuant it it) thiS odIngloph is L(Ind it jolted upo if "'Clo(CIV of
written notice to the other part,; setting forth the basis for such urrinination as soon as reasonably practical - but in no event lorrier
than ten (10) days - after learning of such basis.
COMPLIANCE WITH LAW
This Agreement is sab�hccr to all applicable federal, state, and local laws, includiro, health and safety todes, acitholic
beverage control laws, disability laws- federal anti -terrorism laws and regulations, and the like. Hotel and City ofMilton
aerce it, cooperate orth each after to ensure compliance with such laws.
CIIAN NING OUT
Any drarges, additions, stipulations or deletions including corrective I inine out bc either I final or Cin o"Nstilton a -i H not be
cens'der ed aatozd to yr burning on the offer Uldstei such 1110difiCetiotc; haic fe,cen initiated or muct-wise approved in eriting
by the other,
LITIGATION EXPENSES
"Che parties agree that, in the event litigation farming to this Agreentent is Filed by either party, the non -prevailing parry in
such litigation will pay the pre%infin.g party's costs resulting front the litiinnicai, including reasonable atforneys' fees,
UQLqKMMM
Ois of Milton understands that Hotel's liquor license requires ifin hes ertates only be dispensed by {tote( emplokees or
bartenders, Atcoholirieveneeservice Inas he (rencd ni those, "nest'i elso apfe;u to b, iluo,u,a!vd orare findt,r :c,
I N -110!j S±,_E2U IPNI UNT
Iftnel will provide, at no charge, a reasonable amount of meeting equipincto (tor example, chairs, tables, chalkboards, etc).
These Complimentary truirecamems do not include special setups or cxhaordliciri farnvos that would deplete Hotel's present
in-house equipment to the good, of requiring rental of an additional sort
ply to accommodate City of Milton's needs, b'such
special setups or extraordinary Itanams are requested, Motet will present City of stilton two l-)) alternatives: (If churning
City of Militia the -rental cost for additional equipment, or (2) chatodoo the extraordinary scion to a standard forinat, avoiding
the additional cost,
UNATTENDED ITEMS/ADDITIONAL SECURITY
Fhe [Intel cannot ensure die security of items left unattended in function tenure Special arrangements may h, made with the
Hotel for secaring a funned number of valuable items. If City of Milton requires additionat security with respect to such
itenis or for any other reason. the I Final will assist in inakinti these arrangements. All wcurio, pcnsonncl to be afilizcd during
the Event are subject to (lend approval.
USE OF OUTSIDE VENDO!Z!,j
If City of Milton wishes to hire outside vendors to provide any goods or set vices at Hotel during the Event, Hotel runs. at its
eels discretion, require thin such k crultir provide I loreL in goat and annount reasonably satisfacturs to flood, an
indemnification agreement and proof of adequate insurance.
PERFORMANCE LICENSES
City of Milton taill be solely responsible for obtaining any necessary licenses or frisinocion to pertono, broadcast, transmit,
or display any copyrighted works (including without limitation, antsic, audio, or video recordings, an, etc.) full City of
Milton may use or request to be used at the f1rucL
AMERICANS WITH DISABILITIES ACT (ADA} COMPLIANCE
Lach party agrees to use good faith efforts to ensure that it complies with iti obligations under the Ancericarts, with
Disabalures Act and the Act's accompanying regulation and guldelares (collectively the -ADA-r, Pach pang further agrees
to firdinamiN and held the other party harmless from and against any and all claims and expenses, includiro, attorney's fees
and litigation expenses, that may be incurred by or asserted against the other parts or ire officers, directors, agents, and
efriplisyces on the basis of file arderralifying party's non-compliance with illy of the provisions of the ADA City of Mi lion
agrees to provide florid rith reasonable advance notice about the special needs of an} attendees of which City,nf Milton is
4WaM
TAX EXEMPTIONS
IfTity of Milton maintains tax exempt status, City of Milton must provide Motel with a valid tax exemption certincate(i) by
Monday, March 16, 2009 in order to be exempt front tax charges. Group acknowledges that individual attendees do not
quality for tax exemptions,
aCCE f!1r INCE
When presented by the Hotel to Cin- o`Mffton, this docurnerst is an invitation by the Hood to Chy of Milton to t-nake an offer.
(,,!pan signature by City of tutilton, this document will be art offer by Cir, of Nlihon. Only upon Signa dre of this document by,
aL parties will this document constitute a binding agreetrtant. Unless the Hotel otherwise notifies City of V(ilton at are, titre
prior to City of Milton's execution of this document, the outlined format and dates will be held by Che Hotel for City of
yrliltor, on it first -option basis until Monday. March [5,'_46'3. if Cin of Miltott cannot snake a iatmmitnrunt prior to that
date, this invitation to offer will revert to a seconcl-option basis or. at tilt Hotel's option, the arrang..err oats will he re beased, in
o,hich case neither p: rp, tmill have any further obligatomm
Upon signature by both parties, City of Milton and the Hotel shall have agreed to and executed thi Agreement by their
authorbej representatives as o€the dates indicated below.
SIGNATURES
Approved and authorized
by Citi, ofMilton-
Name (.Print)
(ille: (Print}
y{
SiVlarurc
�
[-)"lie:
i} ,
e/
i:'tsrrii t kt.'t<srd r ;Vomiter:
'Vol a wand et' Sign up it hetp,,M iniF f,l¢+/Tif)if ta."MV Ctt ii{4 Ji'k�1tf :� �! }5�±(JrY..YYF
Approved and authorized
bk Ffcftel:
,'name:
Melissa ()can
Trite. (Pratt)
Sales Manager
Signature:
_
%��...p!t--'—�.._
3xD20A/
Date,
Marriott Confidential & Proprietary information
lfie coni i:o of this s.merEai as <<emfjm;af and pmrrwum to Nlamou (nteraatimai, int Md nreg n,a b= repr duh d i,s ,hw<!, dv,mb r,d nr a ,a Damm
the _'press ; P, 1111""'I ,f ads actth"Hzed r P, '3'm at, i, x t kr"i,ml .nuc < 4mr oee i; e,pi-"' t I .... h1tiWd
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
To: Honorable Mayor and City Council Members
From: Alice Wakefield, Community Development Director
Date: April 1, 2009 for Submission onto the April 13, 2009 City Council
Meeting – Consent Agenda
Agenda Item: Approval of a Subdivision Plats
CMO (City Manager’s Office) Recommendation:
To approve the subdivision related plats and revisions stated below
Background:
The Milton Subdivision Regulations requires 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 according with
the Subdivision Regulations.
Discussion:
The following Final Plats, Final Plat Re-recording, Revisions, and Minor Plats have
been reviewed and certified by the Community Development Director in according with
the City’s Subdivision Regulations:
Name of Development Action Comments
The Manor 1-B Revision Additional land was added
to lot 9
The Hampshires II Revision Drainage easement was
added to lots 58 and 60
Pure Property Minor Subdivision Larger track of land divided
into two lots
Alternatives:
Concurrent Review:
Chris Lagerbloom, City Manager
ZACHARY L. WILLIAMS
County Manager
March 4, 2009
Chris Lagerbloom
Acting City Manager
City of Milton
13000 Deerfield Parkway, Building 100, Suite 107
Milton, GA 30004
Dear Mr. Lagerbloom:
141 Pryor Street, SW
Suite 10061
Atlanta, Georgia 30303
Tel. 404-612-8335
Far: 404-893-1700
The Intergovernmental Agreement for the provision of animal services between Fulton County and
the City of Milton will expire on June 30, 2009. The agreement may be extended for additional terms
by mutual agreement approved by both governing bodies. Enclosed herewith is an
Intergovernmental Agreement Renewal form. If it is the intention of the City of Milton to renew the
current agreement for a period of one year commencing on July 1, 2009 and concluding on June 30,
2014, please sign and return this form to the following address by March 13, 2009:
Fulton County Department of Health and Wellness
Office of Special Services, Animal Control, Room 402
99 Jesse Hill Jr„ Drive, SE
Atlanta, GA 30303
The payment amount for the renewal period will be based on classification (rabies related or not) and
location of "services provided during July 1, 2008—June 30, 2009. A summary of the July 1, 2008, to
date animal service activities by participating municipality and Fulton County is attached for your
information. if you have any questions, please contact Christine Greene at 404-730-1214.
Sincerely,
c L. Williams
my Manager
cc: Gwendolyn Warren, Deputy County Manager
Rob Hernandez, Deputy County Manager
Dr. Kim Turner, Interim Health Director
Christine Greene, Deputy Director of Administration, Health and Wellness
DEPARTMENT OF HEALTH AND WELLNESS
OFFICE OF SPECIAL SERVICES, ANIMAL SERVICES
99 JESSE HILL JR. DRIVE, S.E.
■�
FI�,TQN CMIf'f ATLANTA, GA 30303
INTERGOVERNMENTAL AGREEMENT RENEWAL
DEPARTMENT: Health and Wellness
INTERGOVERNMENTAL AGREEMENT SERVICE DESCRIPTION:
Animal Services
ORIGINAL APPROVAL DATE: June 18, 2008, Item #08-0531
RENEWAL PERIOD: FROM: July 1, 2009 TO June 30, 2010
NUMBER OF RENEWAL OPTIONS: The current agreement may be extended for
additional terms by mutual agreement approved by both governing bodies.
MUNICIPALITY NAME: City of Milton
Address: 13000 Deerfield Parkway, Bldg. 100, Suite 107
City: Milton
State: Georgia
Zip: 30004
Signatures: See Next Page
Page 1 of 2
Signatures:
CITY OF MILTON
The City of Milton agrees to accept the renewal option and abide by the terms and
conditions set forth in the initial Intergovernmental Agreement for Animal Services
approved by the Fulton County Board of Commissioners on June 18, 2008.
(Person signing must have signature authority for the municipality)
Name• —j -o e Lo e. txa, , Title PIA OR, (Print)
Signature Date 03 Z0[a g
r.
r
Attest:
FULTON COUNTY
Signature Date
Signature
Chairman, Board of Commissioners
of Fulton County, Georgia
Clerk to the Commission
Page 2 of 2
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V
Patriots Day
Whereas, April 19, 1775 is a momentous day in our nation’s history; and
Whereas, in the early hours of that day, three patriots – Paul Revere, William Dawes and Dr.
Samuel Prescott – rode through the streets of Massachusetts to warn fellow colonists that
British troops had been assembled and were advancing with the intention of capturing
patriot leaders and military stores; and
Whereas, answering this alarm, men and women congregated on the Village Green in Lexington on
the morning of April 19, 1775, took up arms and commenced the struggle that would end
England’s control of the American colonies; and
Whereas, “the shot heard ‘round the world” was fired in Concord by determined patriots from the
Middlesex countryside, who confronted the Redcoats and ultimately forced the British to
turn back at North Bridge; and
Whereas, minutemen, militia and colonists from cities and towns throughout the commonwealth
joined forces along the battle road at Menotomy, now known as Arlington and
overpowered the retreating British; and
Whereas, it is appropriate that we recognize the importance of this day in our history and pay
tribute to the dedication of those assembled on the Village Green in Lexington for that
Decisive battle; and
Whereas, the Piedmont Chapter of the Sons of the American Revolution, an organization of lineal
descendants of the patriots of the American Revolution, reminds us of the courage and
sacrifice of our founders who pledged their lives, fortunes and sacred honor to bestow
the blessings of liberty upon this great state and nation.
NOW, THEREFORE, we, the Mayor and Council hereby recognize and proclaim April 19, 2008 as
Patriots Day and urge all Georgians to become more knowledgeable of the role the Revolution played in
the history of our great nation.
Given under my hand and the Seal of the City of Milton, Georgia on this 13th day of April 2009.
_____________________________
Joe Lockwood, Mayor
WHEREAS, city government is the closest to most citizens, and the one with the most
direct daily impact upon its residents; and
WHEREAS, city government is administered for and by its citizens, and is dependent upon
public commitment to and understanding of its many responsibilities; and
WHEREAS, city government officials and employees share the responsibility to pass along their
understanding of public services and their benefits; and
WHEREAS, Georgia Cities Week is a very important time to recognize the important role
played by city government in our lives; and
WHEREAS, this week offers an important opportunity to spread the word to all the citizens of
Georgia and they can shape and influence this branch of government which is closest to the
people; and
WHEREAS, the Georgia Municipal Association and its members cities have joined together to
teach students and other citizens about municipal government through a variety of different
projects and information; and
WHEREAS, Georgia Cities Week offers an important opportunity to convey to all the citizens of
Georgia that they can shape and influence government through their civic involvement.
NOW, THEREFORE, we, the Mayor and Council hereby recognize and proclaim April 19-25,
2009, as GEORGIA CITIES WEEK in the City of Milton and encourage all citizens, city
government officials and employees to recognize this week and celebrate it accordingly.
Given under my hand and the Seal of the City of Milton, Georgia on this 13th day of April,
2009.
_____________________________
Joe Lockwood, Mayor
City of Milton
13000 Deerfield Parkway Suite 107C Milton, Georgia 30004
To: Honorable Mayor and City Council Members
From: Dan Drake, Public Works Director
Date: March 26, 2009 for the April 13, 2009 Council meeting
Agenda Item: Public Hearing on Solid Waste Management Plan and approval to submit Draft
Solid Waste Management Plan on April 15, 2009 to Atlanta Regional Commission
(ARC) and Department of Community Affairs (DCA)
Background:
The Department of Community Affairs (DCA) requires two public hearings on Solid Waste
Management Plans. The first public hearing was held on February 18, 2009. This will satisfy the
second public hearing.
Discussion:
Public Work and Trash and Recycling Advisory (TARA) Committee are looking for approval
from Mayor and Council to transmit the Draft Solid Waste Management Plan to the Atlanta
Regional Commission (ARC) and Department of Community Affairs (DCA) for their 60-day
(maximum) review. The final report is due to DCA by June 30, 2009. The final report (amended
as needed, per ARC and DCA comments) will be presented to Mayor and Council at the June
15, 2009 Council meeting at which time we will be requesting approval to transmit the final
Solid Waste Management Plan to ARC and DCA.
A notice of public hearing will be advertised in the Milton Herald on April 1, 2009 and April 8,
2009.
Draft report public comments are due on Friday, March 27, 2009. We will transmit the draft
report to City council on Friday, April 3, 2009.
Attachments:
Draft report coming on Friday, April 3, 2009
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 1 of 16
U09-02/VC09-02
PETITION NUMBER(S):
U09-02
VC09-02
PROPERTY INFORMATION
ADDRESS 15150 Birmingham Highway
DISTRICT, LAND LOT 2/2, 821
OVERLAY DISTRICT Northwest Fulton Overlay
EXISTING ZONING AG-1
ACRES 3.926
EXISTING USE Landscaping Business
PROPOSED USE Use Permit for Landscaping Business (Article 19.4.27)
OWNER Robb Nestor
ADDRESS 15150 Birmingham Highway
Milton, Georgia 30004
INTENT
To obtain a use permit for a landscaping business on 3.926 acres at a density of
387.92 square feet per acre (Article 19.4.27). Applicant is also requesting a
concurrent variance to allow access from Taylor Road, a local street (Article
19.4.27.B.1).
COMMUNITY DEVELOPMENT DEPARTMENT RECOMMENDATION
U09-02 -- APPROVAL CONDITIONAL
VC09-02 -- APPROVAL CONDITIONAL
CITY OF MILTON PLANNING COMMISSION RECOMMENDATION - MARCH 24, 2009
U09-02 -- APPROVAL CONDITIONAL
VC09-02 -- APPROVAL CONDITIONAL
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 2 of 16
U09-02/VC09-02
The Planning Commission strongly urged the applicant to fix the privacy fence
along Taylor Road to match with the older fence and extend it down to the
ground.
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 3 of 16
U09-02/VC09-02
LOCATION MAP
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 4 of 16
U09-02/VC09-02
ZONING MAP
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 5 of 16
U09-02/VC09-02
SITE PLAN – January 26, 2009
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 6 of 16
U09-02/VC09-02
NORTHWEST VIEW OF SITE
PROPOSED TAYLOR ROAD ENTRANCE
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 7 of 16
U09-02/VC09-02
EASTERN SIDE OF PROPERTY
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 8 of 16
U09-02/VC09-02
NORTHERN SIDE OF PROPERTY AT TAYLOR ROAD
SOUTHERN SIDE OF SUBJECT SITE
SUBJECT SITE:
The subject site is a 3.926 acre tract of agriculturally zoned land located at the
southwest corner of the Birmingham Highway and Taylor Road intersection. The
subject site is developed with a 780 sq. ft. house built in 1951, a 500 sq. ft. barn
built in 1995, and a 243 sq. ft. greenhouse built in 1995. It is located within the
Agricultural, Forestry and Mining Land Use designation on the Focus Fulton 2025
Comprehensive Land Use Plan.
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 9 of 16
U09-02/VC09-02
SITE PLAN ANALYSIS
Based on the applicant’s site plan submitted to the Community Development
Department on January 26, 2009, Staff offers the following considerations:
Northwest Fulton Overlay District
BUILDING SETBACKS
Article 5.1.3.C of the Milton Zoning Ordinance requires a minimum front yard of
60 feet along Birmingham Highway and Taylor Road. A minimum side yard of 25
feet is required along the south property line. Staff notes that triangular lots do
not have a rear yard. It appears that the applicant has met these requirements.
Article 12H.3.5 Section C.2 of the Northwest Overlay District requires a maximum
30-feet building setback from the edge of the required landscape strip and/or
easements for all properties and lots located adjacent to public rights-of-way
and from 0 to 400 feet from an intersection. In Staff’s opinion, it appears that the
applicant has met this requirement. There are no additional structures proposed
on the site.
BUILDING HEIGHT
Article 12H.3.5 Section D.1 of the Northwest Fulton Overlay District requires a
maximum height limit of two stories with the maximum height 30 feet from
average-finished grade to the bottom of the roof eave. It appears that the
applicant meets this requirement.
LANDSCAPE STRIPS AND BUFFERS
Article 12H.3.1 Section A.1 states that all properties shall provide a minimum 10
foot-wide landscape strip along all public streets. It appears that the applicant
meets this requirement.
Furthermore, Article 12H.3.1 Section C.1 of the Northwest Overlay District requires
a fifty (50) foot-wide undisturbed buffer and a 10’ improvement setback which
shall be located adjacent to all AG-1 zoning districts and all property zoned,
used, or developed for residential uses. Staff notes that the applicant is exempt
from this requirement due to existing conditions.
SCREENING AND FENCING
An opaque fence/gate is located along Taylor Road. This fence is permitted
pursuant to Article 12H.3.2.A which allows opaque fences for loading areas. The
Design Review Board recommended additional plantings along this area but
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 10 of 16
U09-02/VC09-02
the Public Works Department required the applicant to clear the vegetation
along this fence to allow for safe sight distance along Taylor Road. The
applicant is willing to finish the newer portion of the fence to the ground.
PARKING REQUIREMENTS
The following chart illustrates the parking required by Article 18 of the City of
Milton Zoning Ordinance for the proposed use:
Proposed Use Minimum Requirement Spaces Provided
• Warehouse
(243 sq. ft. + 500 sq. ft.)
Total 743 sq. ft.
• 1 space per 2,000 sq. ft. of
building area (3 spaces)
1 space required
• 120’ x 30’ pad
Staff notes that the applicant is providing a 120’ x 30’ parking pad, which meets
the required one (1) space required per Article 18 of the City of Milton Zoning
Ordinance. It also appears that the site plan is in compliance with the
landscape and layout requirements of Article 12H(2).4. Section B.6.
ARBORIST
The applicant has no plans to remove any trees on the subject site. Overall, the
site is heavily vegetated with small caliper hardwoods and pines. Where the
plantings are sparse, additional plantings will be required to meet the buffer
standards. There are two specimen trees on the southeast portion of the site:
1- 28” Oak
1- 37” Oak
They both are in healthy condition and will not be affected by the project.
USE PERMIT CONSIDERATIONS
In the interest of the public health, safety and welfare, the Mayor and City
Council may exercise limited discretion in evaluating the site proposed for a use,
the Mayor and City Council shall consider each of the following as outlined in
Article 19.2.4 of the Zoning Ordinance; Use Permit Considerations. Staff has
reviewed said items pertaining to the subject use, and, offers the following
comments:
A. Whether the proposed use is consistent with the land use or economic
development plans adopted by the Mayor and City Council:
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 11 of 16
U09-02/VC09-02
Provided the applicant complies with the Recommended Conditions of
this petition and the Use Permit requirements of Article 19.4.27 of the
Zoning Ordinance, the proposed development is consistent with the intent
and following policies of the Comprehensive Plan:
• Encourage development consistent with the surrounding scale,
transition of densities and uses, and Comprehensive Plan policies,
where appropriate.
• Encourage compatible institutional uses in neighborhoods and
communities.
B. Compatibility with land uses and zoning districts in the vicinity of the
property for which the use permit is proposed;
If developed in accordance with Staff’s Recommended Conditions and
the provisions of the Zoning Ordinance, the proposed landscape business
may be compatible with other land uses in the surrounding area. Staff
notes that on August 17, 2007, Milton City Council approved a use permit
for a landscaping business at 15386 Birmingham Highway (U07-01).
Location Parcel /
Zoning
Petition
Zoning / Name Approved
Density/Min.
Heated Floor
Area
West 1 (AG-1) Agricultural
Undeveloped
1 u/a
North 2 (AG-1) Agricultural
Single-family homes
1 u/a
East 3 (AG-1) Agricultural
Single-family homes
1 u/a
South 4 (AG-1) Agricultural
Single-family homes
1 u/a
Southwest 5 (AG-1) Agricultural
Undeveloped
1 u/a
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 12 of 16
U09-02/VC09-02
C. Whether the proposed use may violate local, state and/or federal statutes,
ordinances or regulations governing land development;
The proposed use does not violate any known local, state and/or federal
statutes, ordinances or regulations governing land development.
D. The effect of the proposed use on traffic flow, vehicular and pedestrian,
along adjoining streets;
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 13 of 16
U09-02/VC09-02
The proposed use will not generate a significant increase in traffic, but the
Public Works Staff recommends that only one entrance be utilized at
Taylor Road. Staff notes that the applicant has requested a concurrent
variance to allow access to the property from Taylor Road, a local street.
Staff is in support of this variance due to safety concerns and the high
volume of traffic on Birmingham Highway. Therefore, Staff recommends
APPROVAL CONDITIONAL of VC09-02.
E. The location and number of off-street parking spaces;
Article 18.2.1 requires the applicant to provide 1 parking space per 2,000
square feet of warehouse space. Article 19.4.10 requires the applicant to
locate parking outside of the minimum 60-foot front yard building setback.
The applicant’s site plan indicates a parking area which is 120’ by 30’. It
appears that the applicant has met the requirements set out by Article
18.2.1 and is located outside the 60-foot front yard building setback.
F. The amount and location of open space;
The applicant’s site plan indicates that approximately three-fourths of the
site is undeveloped. It appears that the applicant has sufficient open
space on the property.
G. Protective screening;
If developed in accordance with the requirements of the Zoning
Ordinance and the Northwest Fulton Overlay Zone, the buffer and
landscape strip requirements and the existing screening around the
structures will provide adequate screening for the business. Staff notes
that the property is heavily planted along all property lines.
H. Hours and manner of operation;
The applicant states that the hours of operation range from 7:00-9am to 6-
6:30pm depending on the season. This business has 6-8 employees. The
applicant states that this location is merely a holding place for plants,
materials, and two trucks used for jobs.
I. Streetscape lighting;
At the time of the issuance of a City of Milton Business License, the site
shall be in compliance with Article 12H.3.4 of the Northwest Fulton Overlay
District regarding outdoor lighting. Staff notes that the subject site’s
required buffers, and existing screening, will help mitigate the impact of
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 14 of 16
U09-02/VC09-02
any possible lights on the adjacent properties. Staff notes that the
applicant does not have any plans for additional lighting on the property.
J. Ingress and egress to the property.
The applicant’s site plan indicates one curb cut on Birmingham Highway
and one curb cut on Taylor Road. If the concurrent variance is granted,
Staff recommends that landscape business vehicles only access the site
through the Taylor Road entrance. This will be reflected in the
recommended conditions.
PUBLIC INVOLVEMENT
On February 25, 2009 the applicant was present at the Community Zoning
Information Meeting held at the Milton City Hall. There was no one at the
meeting.
Public Comments – Staff has received no phone calls or e-mails regarding this
request.
City of Milton Design Review Board Meeting – March 3, 2009
Replace wooden privacy fence with 4 board horse fence and gate,
Screen fence with a mix of evergreens,
No additional curb cuts along Birmingham Highway,
No expansion of current use (no additional clearing),
Business should not be open to the public,
No signage.
Public Participation Plan and Report
The applicant has met the requirements of the Public Participation Plan. The
applicant will be required to submit the public participation report 7 business
days prior to the Planning Commission meeting and an update 7 business days
prior to the Mayor and City Council meeting.
CONCLUSION
Staff finds that the proposed landscape business may be compatible with
surrounding uses if developed with the attached conditions. Staff is in support of
the requested concurrent variance to allow access to a local street due to
safety and the high volume of traffic on Birmingham Highway. Therefore, Staff
recommends APPROVAL CONDITIONAL of U09-02 and APROVAL CONDITIONAL
OF VC09-02.
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 15 of 16
U09-02/VC09-02
RECOMMENDED CONDITIONS
If this petition is approved by the Mayor and City Council, it should be approved
USE PERMIT for a landscape business (Article 19.4.27.) CONDITIONAL subject to
the owner’s agreement to the following enumerated conditions. Where these
conditions conflict with the stipulations and offerings contained in the Letter of
Intent, these conditions shall supersede unless specifically stipulated by the
Mayor and City Council.
1) To the owner’s agreement to restrict the use of the subject property as
follows:
a) Landscape business within the existing house, warehouse, and
greenhouse at a density of 387.92 square feet per acre or 1523
square feet, whichever is less.
2) To the owner’s agreement to abide by the following:
a) To the site plan received by the Milton Community Development
Department on January 8, 2009. Said site plan is conceptual only
and must meet or exceed the requirements of the Zoning
Ordinance and these conditions prior to the approval of a City of
Milton Business Permit. Unless otherwise noted herein, compliance
with all conditions shall be in place prior to the issuance of the first
Certificate of Occupancy.
b) The business shall not provide retail services.
3) To the owner’s agreement to the following site development
considerations:
a) Not to expand the existing business and/or clearing of site.
b) No signs permitted except for temporary standard informational
signs permitted in the AG-1 (Agricultural) district.
4) To the owner’s agreement to abide by the following requirements,
dedication and improvements:
a) Provide only one entrance each on Birmingham Hwy and Taylor
Road.
b) Birmingham Highway entrance may not be used by landscape
business vehicles and trucks.
Prepared by the Community Development Department for the
Mayor and City Council Meeting on April 13, 2009
First Read
4/3/2009 Page 16 of 16
U09-02/VC09-02
c) To allow access from Taylor Road. (VC09-01)
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
To: Honorable Mayor and City Council Members
From: Alice Wakefield, Community Development Director
Date: March 30, 2009, for Submission onto the April 27, 2009, City Council
Meeting (First Read April 13, 2009)
Agenda Item: Text Amendments to Article 33, “Signs” of the City of Milton Zoning Ordinance.
CMO (City Manager’s Office) Recommendation:
To approve the attached text amendment to Article 33, “Signs” of the City of Milton Zoning
Ordinance as recommended by Staff and the Planning Commission at their March 24, 2009
meeting.
Background:
At the January 21, 2009 Mayor and City Council Meeting, a text amendment to Article 22,
“Variances” was approved. One change was the variance consideration when evaluating sign
variances. Once this amendment was approved, the sign variance consideration in Article 33,
Signs was inconsistent. This text amendment’s purpose is to correct this inconsistency.
In addition, Staff has recommended clarification of sign height for temporary standard
informational signs and freestanding signs within the AG-1 (Agricultural), Single Family
Residential, Community Unit Plan (CUP) and Neighborhood Unit Plan (NUP) zoning districts.
Staff notes that more comprehensive text amendments to the sign ordinance are underway and
will come before the Mayor and City Council in the future.
Discussion:
Staff will review below the proposed changes as recommended by Staff and the Planning
Commission meeting on March 24, 2009.
Section 11: Variance (page 10)
Paragraph D. Standards – Staff recommends the deletion of D.1 & 2 and the insertion of:
“Relief only to the Sign Ordinance may be granted where existing foliage or structures bring
about a hardship whereby a sign meeting minimum letter size, square footage and height
requirements cannot be read from an adjoining public road.”
The Planning Commission recommended deleting the first “only” and inserting “only” after may.
In addition they pointed out that using “maximum” is correct instead of “minimum”. Staff is in
agreement with this recommendation. If it is the Mayor and City Council’s desire to defer this
item until the June 15th City Council Meeting, Staff will present both Article 33, “Signs” and
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
Article 22, “Appeals” to make the variance consideration consistent with the Planning
Commission’s recommendations. In the meantime, Staff will initiate a text amendment to Article
22 to be heard concurrently with Article 33 at the June 15th City Council meeting.
Section 25: Restrictions Based on Location (page 19)
Paragraph A.2. – Staff recommended “in area and five (5) feet in height”
Paragraph B.1.a. Staff recommended “Maximum height shall be six (6) feet from finished
grade.”
The Planning Commission recommended the changes as outlined on page 20 for B.1. After
further consideration, Staff also recommends this proposed change to split b. into b. and c. and
change the lettering accordingly.
Paragraph C.1.a. Staff recommended “Maximum height shall be six (6) feet from finished grade”
The Planning Commission recommended the same changes as in Paragraph B.1.a.
Alternatives:
The Mayor and City Council may choose to approve, deny or defer this text amendment to
Article 33, “Signs”.
Concurrent Review:
Chris Lagerbloom, City Manager
Ken Jarrard, City Attorney
ADOPTED BY THE MILTON CITY COUNCIL DECEMBER 21, 2006
AMENDED ON APRIL 19, 2007
AMENDED ON SEPTEMBER 6, 2007
CITY OF MILTON ZONING ORDINANCE
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ARTICLE XXXIII
Signs
Section 1: General Provisions.
This Article shall hereafter be known and cited as the “City of Milton Sign Ordinance.”
Section 2: Purpose and Findings.
A. Purpose
This Article was enacted with the following purposes:
1. To protect the rights of individuals and businesses to convey their messages through
signs;
2. To encourage the effective use of signs as a means of communication;
3. To promote economic development;
4. To improve traffic and pedestrian safety as it may be affected by distracting signs;
5. To prevent the destruction of the natural beauty and environment of the City and to
ensure the harmony and compatibility of the character of the area including its
physical appearance, natural setting, informal landscaping, and preserve the historic
character of the City;
6. To encourage and ensure that development that is context sensitive in design and
materials compliments and is compatible and sensitive with the existing character of
the area through its proportion, scale, design, style, placement, position, and
architectural qualities that further the distinct values of the City;
7. To protect the public health, safety, and general welfare;
8. To restrict the continued existence of abandoned or non-conforming signs unless in
compliance with the terms of this Article and to eliminate, over time, all non-
conforming signs;
9. To ensure the fair and consistent enforcement of sign standards; and
10. To make it easier, quicker, and more economically efficient to apply for a sign
permit.
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B. Findings
1. The City finds that signs are a proper use of private property, are a means
of personal free expression and a necessary component of a commercial
environment. As such, signs are entitled to the protection of the law. In the
absence of regulation, however, the number of such signs tends to
proliferate, with property owners’ desiring ever increasing numbers and
sizes of signs, leading to cluttered and aesthetically blighted thoroughfares.
In addition, the competition among competing sign owners for visibility of
their signs contributes to safety hazards for both vehicles and pedestrians
and undermines the sign owners' original purpose of presenting a clear
message of its idea or identification of its premises.
2. The City further finds that the regulation of the size, height, number and
spacing of signs is necessary to protect the public safety, to assure
compatibility of signs with surrounding land uses, to enhance the business
and economy of the City, to protect the public investment in the streets and
highways, to maintain the tranquil environment of residential areas, to
promote industry and commerce, to eliminate visual clutter and blight, to
provide an aesthetically appealing environment, and to provide for the
orderly and reasonable display of advertising for the benefit of all the
City's citizens.
3. The City further finds that there is a substantial difference between signs
erected by public authority and signs erected by private citizens or
businesses. Signs erected by public authority are virtually all erected for
the purpose of maintaining the public safety either through direct control
of traffic or through provision of such type signage as street signs which
enable the traveling public to know where they are located and to find
where they are going. As such, with the exception of signs identifying
government buildings, virtually all government signs are erected purely for
public safety purposes. Moreover, their use in the public right-of-way is
necessary to ensure their visibility to the motoring public. The City
commission finds that public utility signs are frequently of the same nature
as those signs erected by governmental entities in that they provide
necessary information to safeguard the public from downed power lines
and from street excavations. Even where signs serve a propriety purpose,
such as identifying markings on utility polls, those signs are marked
primarily for the purpose of benefiting the public generally through
identification of locations where there may be temporary losses of power.
4. The City further finds that some signage has a single targeted function and that
identification of such signage by description is impossible without referring to
its function. For instance, address numerals are used for the sole purpose of
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locating addresses, which is of benefit to persons looking for those addresses
and is essential to public safety personnel responding to emergencies.
Subdivision signs at the entrances to subdivisions favor a similar purpose in
enabling both the traveling public and emergency personnel to quickly locate
subdivision entrances for the purpose of either visitation or responding to
emergency calls. While such signage is referenced based upon the function it
serves within the context of this ordinance, the bulk of the provisions of this
chapter are unrelated to the content of the speech provided and allow
maximum expressive potential to sign owners.
5. The City further finds that most of the City of Milton is unique when compared to
surrounding areas in terms of the rural, pastoral and equestrian nature of its
land uses. Examination of such factors as the lack of sewerage of the majority of its
land area, the resulting minimum lot size, the lack of commercial
development outside overlay districts and purposefully developed commercial
corridors and the large number of agricultural and related uses such as horse
farms set Milton apart from the more commercialized and developed
municipalities which surround it. The preservation of this atmosphere and
lifestyle was a major factor in the drive to incorporate Milton as its own,
unique City. Accordingly, the City of Milton determines that it has a
substantial government interest in striking a proper balance between the right
of freedom of expression in terms of the time, place and manner of signage with
the need to preserve the pristine character of the City.
Section 3: Definitions.
Words and phrases used in this Article shall have the meanings set forth in this
section. Words and phrases not defined in this section, but defined in the zoning
ordinance of the City of Milton, shall be given the meanings set forth in such
ordinance. All other words and phrases shall be given their common, ordinary
meaning, unless the context clearly requires otherwise. Section headings or
captions are for reference purposes only and shall not be used in the interpretation
of this Article.
Abandoned sign. Any sign that contains or exhibits broken panels, visible rust,
visible rot, damaged support structures, or missing letters or which is otherwise
dilapidated, unsightly, or unkempt, and for which no person accepts maintenance
responsibility.
Animated sign. Any sign, or part of a sign, that uses any movement or change of
lighting or color to depict action or create a special effect or scene.
Audible sign. Any sign which emits a sound which is audible or emits a signal
which can be converted into audible sounds, whether by radio or other means.
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Awning/canopy sign. Any sign that is a part of, or attached to, an awning, canopy
or other fabric, plastic or structural protective cover over a door, entrance,
window, or outdoor service area. A marquee is not a canopy.
Banner. A sign other than a flag with or without characters, letters, illustrations or
ornamentation applied to cloth, paper, vinyl or fabric that is intended to be hung either
with a frame or without a frame. Neither flags nor canopy signs are considered
banners.
Beacon. Any light with one or more beams directed into the atmosphere or
directed at one or more points not on the same lot as the light source; also, any
light with one or more beams that rotate or move.
Billboard. A freestanding sign with an area of more than one-hundred twenty (120) square
Feet and not to exceed 12 feet in height.
Changeable copy sign. Any sign that incorporates changing lights, lettering, or
images to form a sign message or messages, whether such changes are
accomplished electronically or manually.
City Council. The City Council of the City of Milton.
City. The City of Milton.
Fall zone. An area equal to one hundred thirty-three percent (133%) of the height of
the structure in every direction.
Flag. Any fabric or bunting containing colors, patterns, or symbols used as a
symbol of a government or other legal entity or legally organized organization.
Flashing sign. A sign, the illumination of which is not kept constant in intensity
at all times when in use and which exhibits marked changes in lighting effects.
Freestanding sign. Any sign supported by structures or supports that are placed
on, or anchored in, the ground and that are independent from any building or other
structure. A permanently affixed sign which is wholly independent of a building for
support.
Graffiti. Unauthorized writing or drawing on the façade of any building, sign,
path, accessory structure, wall, fence, or other site element.
Illuminated sign, External. A sign illuminated by an external light source. Such
source cannot be a device that changes color, flashes or alternates.
Illuminated sign, Internal. A sign illuminated by an internal light source. Such
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source cannot be a device that changes color, flashes, or alternates.
Kiosk. A small structure with one or more sides that is used to vend merchandise
or services.
Lot. A parcel of land that is of sufficient size to meet minimum zoning
requirements for lot area, coverage, and use and that can provide such yards and
other open spaces as required by the zoning standards.
The Director of the Department of Community Development, or his or
her designee for a particular purpose.
Marquee, marquee sign. Any permanent roof-like structure projecting beyond a
building or extending along and projecting beyond the wall of the building,
generally designed and constructed to provide protection from the weather.
Monument. A freestanding sign with a base width of not less than the
width of the sign face.
Moving sign. A sign which revolves, rotates, swings, undulates, or otherwise
attracts attention through the structural movement of parts.
Multi-tenant. One or more buildings, located on a single premise or development,
containing two (2) or more separate and distinct individual establishments, which
occupy separate portions of the building or buildings and which are physically
separated from each other by walls.
Obscene. Material is obscene if to the average person, applying contemporary
community standards, taken as a whole, it predominantly appeals to the prurient
interest, that is, a shameful or morbid interest in nudity, sex or excretion; the material
taken as a whole lacks serious literary, artistic, political or scientific value; and the
material depicts or describes, in a patently offensive way, sexual conduct specifically
defined as: (A) acts of sexual intercourse, heterosexual or homosexual, normal or
perverted, actual or simulated; (B) acts of masturbation; (C) acts involving excretory
functions or lewd exhibition of the genitals; (D) acts of bestiality or the fondling of
sex organs of animals; or (E) sexual acts of flagellation, torture, or other violence
indicating a sadomasochistic sexual relationship.
Pennant, streamer. Any lightweight plastic, fabric, or other material, whether or
not containing a message of any kind, suspended from a rope, wire, or string,
usually in a series, designed to move in the wind.
Permanent sign. Any sign which, when installed, is intended for permanent use.
A permanent freestanding sign shall be of a type and construction as not to be
easily or readily removed from the lot on which it has been erected.
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Permit. A sign permit reviewed, approved, and issued by the City Department of
Community Development.
Permittee. The person and/or entity owning or leasing the land on which the sign is
erected or for which an application has been submitted.
Person. A natural or legal person, including a firm, organization, partnership, trust,
and corporation.
Portable sign. A sign which is not permanently affixed to the ground or to a
structure, including but not limited to signs on trailers or signs mounted or painted
on vehicles which are parked in such a manner as to serve the purpose of a sign.
Principal building. The building in which the principal use of the lot is
conducted. Non-residential lots with multiple principal uses may have multiple
principal buildings, but storage buildings, garages, and other structures with
clearly accessory uses shall not be considered principal buildings.
Projecting sign. Any sign which is suspended or projected from the wall, eave, or
soffit of the building.
Public sign. Any sign erected by a governmental entity.
Roof sign. Any sign erected and constructed wholly on and over the roof of a
building, or supported by the roof structure.
Sign face. That part of a sign that is or can be used for advertising purposes.
Sign. Any device, fixture, placard, or structure affixed to, supported by, or
suspended by a stationary object, building or the ground that uses any color, form,
graphic, illumination, symbol, or writing to communicate information of any kind
to the public.
Sign Kiosk. A kiosk that contains signs.
Standard Informational sign. A sign with an area of not greater than four (4) square
feet, with a sign face made for short term use, containing no reflecting elements,
flags, or projections and which, when erect, stands at a height not greater than three
(3) feet and is mounted on a stake or metal frame with a thickness or diameter not
greater than one and one-half (1 ½) inches.
Temporary sign. Any sign of nonpermanent nature. All such signs shall be removed within three
(3) calendar days after the purpose of which the sign is intended to advertise has been
accomplished.
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Water Tower. A tower or standpipe serving as a reservoir to deliver water at a
required head, whether in use, no longer in use or an architectural feature.
Wall sign. Any sign attached parallel to a wall, painted on the wall surface or
erected and confined within the limits of an outside wall of any building or
structure, which is supported by such wall or building and which displays only
one sign surface. Wall signs shall be flush with the wall, building, or structure to
which it is mounted or affixed, except as otherwise set forth herein.
Window sign. Any sign that is affixed to the exterior of the window or window panes or within 5
feet of the interior of the window or window panes and is visible from the exterior of the structure.
Section 4: Powers and Duties of Personnel.
The Director is hereby authorized and directed to administer and enforce this
article, unless otherwise specifically provided by Ordinance of the City of Milton
City Council.
Section 5: Applicability.
The standards of this Article shall apply to all signs erected within the corporate limits
of the City. This includes those areas that have been or will be annexed into the
corporate limits of the City.
Section 6: Permit Required.
Except where specifically not required by the standards of this Article, it shall be
unlawful for any person to post, display, materially change, or erect a sign in the City
without first having obtained a sign permit. Notwithstanding the foregoing, signs
which are not visible from a public right-of-way or from neighboring properties shall
not be subject to the standards of this Article.
Section 7: Fees Required.
No permit shall be issued until the appropriate application has been filed with the
Director and fees, as set from time to time by Ordinance of the City Council, have
been paid.
Section 8: Application.
A. Application Content
1. Applications for sign permits required by this Article shall be filed in duplicate by
the person owning the subject property, or the owner’s agent, in the office of the
Director upon forms furnished by that office. The application shall describe and
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set forth the following:
2. The type and purpose of the sign as defined in this Article.
3. The value of the sign.
4. A survey to scale showing the street address of the property upon which
the subject sign is to be located, the proposed location of subject sign on
subject property, the distance of the proposed sign from the subject
property’s boundaries, and all existing structures or buildings on the
subject property.
5. The square foot area per sign and the aggregate square foot area if there is
more than one (1) sign face.
6. The name(s) and address(es) of the owner(s) of the real property upon
which the subject sign is to be located.
7. Written consent of the owner of the property, or his/her agent, granting
permission for the placement, maintenance, size, and height of the
subject sign to be placed on the property.
8. For wall signs: Two sets of building elevations.
9. The name, address, telephone number, and business license number of
the sign contractor. All applicants for signs which incorporate
electricity must obtain an electrical permit.
10. Sign details, including a proposed color scheme of sign, and scaled
elevation of the size and height of the proposed sign from ground level
and adjacent street level.
11. The zoning district in which the subject property is located, and a
statement of compliance with all requirements of the zoning district.
B. Other Zoning Requirements
So long as an application conforms to the standards and procedures of this Article,
the applicant is exempted from any additional standards, other than standards
relating to color, and procedures relating to signs in the City’s Zoning Ordinance.
Section 9: Application Rejection.
A. Incomplete; False
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The Director shall reject any application that is incomplete, that contains false
material statements or omissions, or that is for a sign which would violate any
standard within this Article within thirty (30) business days of receipt of said
application. The Director may reject at anytime prior to the expiration of the thirty
(30) day period, if the application is incomplete or contains false material statements
or omissions, by returning the application to the applicant.
B. Processing Time; Denial
The City shall process all complete and accurate sign permit applications within
thirty (30) business days of the City’s actual receipt of a complete and accurate
application and upon remittance of the appropriate sign permit fee. The Director
shall give notice to the applicant of his/her decision by hand delivery or by mailing
such notice by certified mail, return receipt requested, to the address on the permit
application on or before the thirtieth (30th) business day. If the decision of the
Director is to deny the application, the decision shall state the grounds upon which
the denial is based. Failure of the City to act within the thirty (30) day period shall
be deemed a denial of the permit. If notice is mailed in conformity with this
Section, notice shall be deemed to have been given upon the date of mailing. Any
application meeting the standards of this Article will be granted. Any application
not meeting the standards of this Article will be denied.
C. Appealable
A rejection pursuant to this Section shall be appealable pursuant to the procedures
for Zoning Appeals outlined in the Milton Zoning Ordinance. However,
notwithstanding the foregoing, a final decision will be rendered within sixty (60)
days from date an appeal is filed. If a final decision is not rendered within the sixty
(60) day period, the decision sought to be appealed shall be affirmed.
D. Resubmission
A rejected application later resubmitted in conformity with this Article shall be
deemed to have been submitted on the date of resubmission, instead of the original
submission date. An application which is resubmitted shall meet all the standards
for an original application.
Section 10: Permit Revocation.
Should it be determined that a sign permit was issued pursuant to an application
containing a false material statement or omission, the Director shall revoke said
permit and the subject sign shall be immediately removed. A revocation pursuant
to this Section shall be appealable pursuant to the procedures for Zoning Appeals
outlined in the City’s Zoning Ordinance. However, notwithstanding the foregoing,
a final decision will be rendered within sixty (60) days from date an appeal is filed.
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If a final decision is not rendered within the sixty (60) day period, the decision
sought to be appealed shall be affirmed. The permit for any sign not meeting the
standards of this Article will be revoked.
Section 11: Variance.
A. Limitations
The Board of Zoning Appeals shall be allowed to grant variances to this Article
B. Timing
The Board of Zoning Appeals shall hear and decide upon a variance within eighty
(80) days of the submission of a complete and accurate application.
C. Procedure
Except as modified by this Article, the procedures for requesting a variance from
the standards of this Article shall be the same procedures as that for seeking a variance from
the City’s ordinances regulating zoning.
D. Standards
Relief only to the Sign Ordinance may only be granted where existing foliage or
structures bring about a hardship whereby a sign meeting minimum maximum letter
size, square footage and height requirements cannot be read from an adjoining
public road.
The standards which shall be considered for granting a variance from the standards of this
Article shall be only the following:
1. Relief, if granted, would be in harmony with, or, could be made to b in harmony
with, the general purpose and intent of the Zoning Resolution; or,
2. The application of the particular provision of the Zoning Resolution to a particular
piece of property, due to extraordinary and exceptional conditions pertaining to that
property because of its size, shape, or topography, would create an unnecessary
hardship for the owner while causing no detriment to the public; or,
Conditions resulting from existing foliage or structures bring about a hardship whereby a sign
meeting minimum letter size, square footage and height requirements can not be read from
adjoining public road.
Section 12: Suspension, Revocation.
Comment [rhm1]: PC recommended to delete
only.
Comment [rhm2]: PC recommended to add
only.
Comment [rhm3]: PC recommended to delete
minimum and insert maximum. Staff is in agreement
with this proposed change .
Comment [rhm4]: PC recommended to insert
maximum. See Comment rhm 3 above
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A. Violation
Violation of any provision of this Article shall be grounds for terminating the permit
granted by the City to the Permittee or the person or entity erecting the sign. No
permit shall be suspended, revoked or canceled except for due cause, as hereinafter
defined, and until after the Permittee is granted a public hearing before the City
council.
B. Hearing
The Permittee shall be given ten (10) days written notice of the time, place, and
purpose of the hearing, with a statement of the reason for the suspension, revocation,
or canceling of such permit and/or license. “Due cause” is the violation of the
standards of this Article. The termination of the permit does not in any way preclude
the person or persons alleged to have violated the standards of this Article from
being tried under Section 19(E) of this Article or preclude the City from taking any
other action authorized by this Code and/or any action authorized by law.
Section 13: Expiration Date.
A sign permit shall become null and void if the sign for which the permit was issued
has not been installed and completed within six (6) months after the date of issuance;
provided, however, that where an applicant can demonstrate that a commercial entity
was timely engaged to construct the permitted sign, but the fabrication has not yet
been completed, one (1) ninety (90) day extension may be granted by the Director.
No refunds shall be made for a permit after the permit is issued. If later an individual
desires to erect a sign at the same location, a new application for the sign must be
processed and another fee paid in accordance with the fee schedule applicable at
such time.
Section 14: Business License Tax Certificate, Public Liability Insurance Required.
It shall be unlawful for any person to engage in the business of erecting or maintaining
signs within the City, unless and until such entity shall have obtained a City occupation tax
certificate and a certificate of insurance from an insurance company authorized to do
business in the state evidencing that the entity has in effect public liability and property
damage insurance in the sum of twenty-five thousand dollars ($25,000.00) for property
damage for any one (1) claim, and public liability insurance in an amount not less than one
hundred thousand dollars ($100,000.00) for injuries, including accidental death to one (1)
person. The certificate of insurance shall state that the insurance carrier shall notify the City
thirty (30) days in advance of any termination and/or restriction of the coverage, including
nonrenewal, cancellation, and nonpayment of any premium.
Section 15: Identification Labels; Inspection; Notice.
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A. Identification Labels
With each sign permit, the Director shall issue a sticker bearing the same number as
the permit with which it is issued. It shall be the duty of the Permittee or his agent to
affix such sticker to the sign in the lower right hand area so it is easily seen. The absence of
a proper sticker shall be prima facie evidence that the sign has been, or is being, erected or
operated in violation of the standards of this Article.
B. Inspection
The Director shall inspect all existing signs in the City to determine if such signs conform
to the standards of this Article. Identification stickers shall be provided for all signs in order
to identify existing conforming and nonconforming signs.
Section 16: Signs Which Require No Permit.
The following shall not count toward the total amount of signage allowed and no permit is
required so long as all standards in this Article are met, including those set forth below:
1. Numerals displayed for the purpose of identifying property location not to exceed
eight (8) inches in height;
2. Flags;
3. Window signs where allowed;
4. Door signs not to exceed one (1) square foot in size and not more than one (1) sign
per door; and
5. Temporary Standard informational signs in all districts.
Section 17: Prohibited Signs and Devices.
The following types of signs are prohibited in the City:
A. Signs
Any sign not specifically identified in this Article as a permitted sign.
B. Balloons and Streamers
Fringe, twirling, A-Frame, sandwich-type, sidewalk or curb-type signs, portable display
signs, balloons, streamers or air or gas filled figures and other similar temporary signs,
except where permitted in Section 25.
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C. Beacons; Search Lights; Laser
Promotional beacons, search lights or laser lights or images.
D. Audible Signs
Audible signs.
E. Signs in Right of Way
Signs in a public right of way, other than those belonging to a government, public
service agency, or railroad.
F. Signs on Tree, Utility Pole or Water Towers
Signs mounted on a utility pole, water tower or other similar structure, architectural
features, traffic signal or traffic control box and cell towers.
G. Roof Signs
Roof signs and signs which extend vertically above any portion of a roof or parapet of
the applicable wall.
H. Portable Signs
Portable signs, including signs attached to any parked vehicle or trailer, so as to be
visible from a public right-of way, except that signs posted in the window of a vehicle,
totaling 1 square foot shall be permitted but not when parked within a non-residential
district or AG-1 (Agricultural) developed with a non-residential use with the intent to sell
that vehicle
I. Obscene Signs
Signs which depict obscene material.
J. Illegal Activity Signs
Signs which advertise an activity which is illegal under federal, state or local laws.
K. Signs Not Maintained
Signs not in good repair, in violation of codes, or containing or exhibiting broken
panels, visible rust, visible rot, damaged support structures, or missing letters.
L. Abandoned Signs
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Abandoned signs.
M. Animated; Flashing Signs
Animated signs, flashing signs, rotating signs, and changeable copy signs.
N. Imitation Traffic Signs
Signs which contain or are an imitation of an official traffic sign or signal or contain the
words “stop,” “go,” “slow,” “caution,” “warning,” or similar words in such a manner as
to resemble official traffic control signs.
O. Graffiti
Graffiti.
P. Sign Kiosks
Sign Kiosks.
Q. Signs Attached/Painted to Natural Objects
Signs attached to trees; signs painted on or otherwise attached to rocks or any natural
objects.
Section 18: Violations; Penalties.
A. Noncompliance
No person shall erect on any premises owned or controlled by that person any sign
which does not comply with the standards of this Article.
B. Dangerous or Defective
No person shall maintain or permit to be maintained on any premises owned or
controlled by that person any sign which is in a dangerous or defective condition.
Any such sign shall be removed or repaired by the Permittee of the sign, the
owner of the premises, or as otherwise provided for in this Article.
C. Separate Violation
Each sign installed, created, erected or maintained in violation of this Article shall
be considered a separate violation when applying the penalty portions herein.
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D. Public Nuisance
Any violation of this Article is hereby declared to be a public nuisance.
E. Notice
The Director shall give the Permittee from 1 (one) to 14 (fourteen) calendar days written
notice, based on the urgency of the particular situation and the practical considerations of
completing measures to comport with the standards of this Article, to correct the
deficiencies or to remove the sign(s) which is in violation of this Article. If the Permittee
refuses to correct the deficiencies or remove the sign, the Director will have the sign
removed at the expense of the Permittee.
F. Citations
If any sign or other device covered by this Article is, or is proposed to be, erected,
constructed, altered, converted or used in violation of any provision of this
Article, the Director shall issue a citation. Additionally, the City may seek an
injunction for a continuing violation or take other appropriate action to prevent
such unlawful erection, construction, alteration, conversion or use to correct or
abate such violation. Any violation of this Article shall be an offense, and the
violator shall be subject to a fine of up to one thousand dollars ($1,000.00) per
day, imprisonment for up to sixty (60) days, or by both such fine and
imprisonment.
Section 19: Nonconforming Signs.
A. Maintained
A nonconforming sign shall not be replaced by another nonconforming sign, except
that the substitution or interchange of poster panels, painted boards, or dismountable
material on nonconforming signs shall be permitted. All nonconforming signs shall
be maintained in good repair.
B. Repairs; Material Change
Minor repairs and maintenance of nonconforming signs shall be permitted;
however, no structural repairs or changes in the size or shape of a nonconforming
sign shall be permitted except to make the sign comply with the standards of this
Article. To the extent that any sign allowable hereunder is damaged or destroyed by
act of God or by other circumstances beyond control of owner of sign then such sign
may be repaired without regard to the restrictions of this paragraph.
C. Grandfathering
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Legal Nonconforming signs may stay in place until one of the following conditions occurs:
1. The advertised business ceases at that location;
2. The deterioration of the sign or damage to the sign makes it a hazard or renders it
dilapidated, unsightly, or unkempt; or
3. The sign has been damaged to such extent that more than minor repairs or a
material change is required to restore the sign. No structural repairs or
change in shape or size shall be permitted except to make the sign comply
with all standards of this Article. To the extent that any sign allowable
hereunder is damaged or destroyed by act of God or by other circumstances
beyond control of owner of sign then such sign may be repaired without
regard to the restrictions of this paragraph.
Section 20: Removal of Unlawful or Dangerous Signs.
A. Removal.
The City may order the removal of any sign in violation of this Article by written
notice to the permit holder; or if there is no permit holder, then to the owner of the
sign; or if the sign owner cannot be found or cannot be determined, then to the
sign erector and any party that procured the erection of the sign. If a permit has
been issued, such notice shall operate to revoke the permit.
B. Procedure Following Removal Order.
If the sign is not removed within the time allowable pursuant to a removal order
the City may remove or cause to be removed the sign and collect the costs therefor.
Section 21: Sign Location.
A. Obstructions to Doors, Windows or Fire Escapes.
No sign shall be erected, relocated, or maintained so as to prevent free ingress or
egress from any door, window, or fire escape.
B. Signs Not to Constitute Traffic Hazard.
No sign or any part thereof, except authorized traffic signs, shall be located in any
government right-of-way. No sign may be located any closer than twenty (20) feet
to an intersection as measured from the intersection of the two (2) rights-of-way.
C. Setback.
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Unless a more restrictive setback is specified in conditions of zoning or otherwise
in this Article, all signs shall set back the greater of 10 feet from the right-of-way or 20 feet
from the edge of pavement if a private street and no sign shall project over the
right-of-way.
Section 22: Measurement of Sign Area.
A. Size Generally
The area of a sign shall be computed as the area within the smallest continuous
polygon comprised of not more than eight (8) straight lines enclosing the limits of
a sign face, together with any sign face cabinet or frame or material, texture, or
color forming an integral part of the sign face used to differentiate the sign face
from the structure upon which it is placed. If polygons established around wall
signs located on the same street oriented wall are within twenty-four (24) inches
or less of one another, then the area of the sign shall be measured within one
continuous polygon.
B. Structure
The computation of the area of a sign face shall not include the structure, supports, or
uprights on which the sign face is placed or any portions of a sign structure that are not
intended to contain any message or idea and are purely structural or decorative in nature,
other than those parts contained within the polygon that delineates the sign face.
C.. Multi-Faced Signs
For multi-faced signs, when the sign face surfaces are back to back, or where the
interior angle formed by the faces is forty-five (45) degrees or less, the area of the
sign shall be taken as the areas on the largest side. For all other multi-faced signs,
the area of the sign shall be the total area on all sides that can be viewed at one
time from any angle.
D.. Three dimensional signs shall not exceed two (2) inches from surface.
Section 23: Measurement of Sign Height.
The height of a sign shall be computed as the distance from the base of the sign
structure at normal grade to the top of the highest attached component of the sign.
Normal grade shall be construed to be the lower of: (1) existing grade prior to
construction or (2) the newly established grade after construction, exclusive of any
filling, berming, mounding, or excavating solely for the purpose of locating the
sign.
Section 24: Construction Standards.
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A. Building Codes
All permanent signs permitted under this code shall be constructed and maintained in
accordance with the applicable City building codes. For any sign that is greater than 8 feet
in height (as measured from grade) and greater than 32 square feet in area, the permitee
must submit, with its application, detailed structural design drawings of the sign and its
foundations. Such drawings must include the foundation, supporting structure and sign face
and must be certified by a licensed professional structural engineer. The certifying engineer
must also be able to provide an insurance certificate indicating it carries a minimum of 1
million dollars of professional liability insurance. The city may remove, after reasonable
notice, any sign which shows structural faults, neglect, or becomes dilapidated.
B. Faces
The face of sign shall be flat, with protrusions of no more than two (2) inches to
allow for the texture of the sign and words, letters, figures, symbols, logos,
fixtures, colors, or other design elements. No sign or other advertising structure
shall be constructed so as to have nails, tacks, or wires protruding therefrom. Sign
faces shall be made out of wood or other material which has the appearance of
carved, distressed, or sandblasted wood.
C. Illumination
Signs may be externally illuminated where permitted pursuant to this Article.
Colored lighting is prohibited. Where external illumination is permitted for
freestanding signs, the source of illumination shall be screened from the view of
the general public with shrubs.
D. Construction of Bases
Except in the overlay districts, freestanding signs shall have a base not less than
one-third (1/3) the width of the sign face. Base must also be wood or brick or stone or have
the appearance of wood, brick or stone or other materials which are compatible with the
main structure as approved by Community Development Director.
E. Landscaping
Landscaping and grass shall be maintained in front of, behind, underneath, and
around the base of freestanding signs.
Section 25: Restrictions Based on Location.
If not otherwise stated, any sign not specifically allowed in a zoning district as
provided under this Section shall be prohibited in that district, except as otherwise
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provided for under this Article. The following standards govern signs within
specific zoning districts.
A. Permitted in all Zoning Districts
1. Signs during Construction. One (1) sign shall be allowed during construction. A
permit shall be required. The sign may be externally illuminated, shall not exceed
twelve (12) square feet in area and five (5) feet in height, and shall be allowed
beginning with the commencement of construction and ending with the issuance of
the last Certificate of Occupancy or two years, whichever one shall first occur.
Thereafter, the permitee may reapply for a renewal permit subject to same
termination conditions as set forth in this paragraph..
2. Temporary Standard Informational Sign. Each lot and or development may display
one (1) standard informational sign not exceeding (four) 4 square feet in area and
five (5) feet in height, without a permit except that during a political election or
referendum, between the date of qualification of the candidate or the referendum
question and final determination on each ballot issue or candidate, each lot may
display an unlimited number of standard informational signs.
3. Banners shall be allowed for a period not exceeding ten (10) consecutive days with
no more than four (4) such ten (10) consecutive day periods being permitted per
calendar year per lot. Banners shall not be more than twenty-four (24) square feet. A
permit shall be required. No banner shall be mounted so as to extend above the
horizontal plane of the roof where the building wall and roof meet or shall not
extend more than five (5) feet above grade when on the ground.
B. Agricultural District
1. Freestanding Signs.
a. One (1) maximum thirty-two (32) square foot, freestanding sign per business
or institutional lot shall be permitted for each street on which the lot has
frontage. Maximum height shall be six (6) feet from finished grade.
.
b. One (1) maximum thirty-two (32) square foot, freestanding sign or two (2)
single-faced freestanding signs not to exceed sixteen (16) square feet each
for each side of a platted single family subdivision entrance. Freestanding
signs shall have a maximum height of six (6) feet from finished grade, and
may be externally illuminated, and the light shall be screened from view
with evergreen plantings as approved by the Community Development
Director. Signs shall not have changeable copy
c. Flag. Each development may display no more than one (1) flag and/or
flagpole and, in addition, each single family detached residential lot within
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each development may display not more than one (1) flag and/or flagpole..
The flagpole shall not exceed twenty-five (25) feet in height. Flag size shall
not be more than twenty-four (24) square feet.
d. Each residence may display up to 12 (twelve) square feet of signage with no
single sign greater than 4 (four) square feet.
1. Freestanding Signs.
a. One (1) maximum thirty-two (32) square foot, freestanding sign per business
or institutional lot shall be permitted for each street on which the lot has
frontage. Maximum height shall be six (6) feet from finished grade.
.
b. One (1) maximum thirty-two (32) square foot, freestanding sign or two (2)
single-faced freestanding signs not to exceed sixteen (16) square feet each
for each side of a platted single family subdivision entrance.
c. Freestanding signs shall have a maximum height of six (6) feet from
finished grade, and may be externally illuminated, and the light shall be
screened from view with evergreen plantings as approved by the Community
Development Director. Signs shall not have changeable copy
d. Flag. Each development may display no more than one (1) flag and/or
flagpole and, in addition, each single family detached residential lot within
each development may display not more than one (1) flag and/or flagpole..
The flagpole shall not exceed twenty-five (25) feet in height. Flag size shall
not be more than twenty-four (24) square feet.
e. Each residence may display up to 12 (twelve) square feet of signage with no
single sign greater than 4 (four) square feet.
C. Single Family Residential, CUP and NUP Districts
1. Freestanding Signs
a. One (1) maximum thirty-two (32) square foot, freestanding sign per business
or institutional lot shall be permitted for each street on which the lot has
frontage. Maximum height shall be six (6) feet from finished grade.
b. One (1) maximum thirty-two (32) square foot, freestanding sign or two (2)
single-faced freestanding signs not to exceed sixteen (16) square feet each
for each side of a platted single family subdivision entrance. Freestanding
signs shall have a maximum height of six (6) feet from finished grade, and
may be externally illuminated, the light shall be screened from view with
Comment [rhm5]: PC recommended to split b.
into b and c and to delete “Maximum height shall be
six (6) feet from finished grade in 1.a.
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evergreen plantings as approved by the Community Development Director
and shall not have changeable copy.
c. Flag. Each lot may display no more than one (1) flag and /or flagpole. The
flagpole shall not exceed twenty (20) feet in height. Flag size shall not be
more than twenty-four (24) square feet.
d. Each residence may display up to twelve (12) square feet of signage with no
single sign greater than four (4) square feet.
C. Single Family Residential, CUP and NUP Districts
1. Freestanding Signs
a. One (1) maximum thirty-two (32) square foot, freestanding sign per business
or institutional lot shall be permitted for each street on which the lot has
frontage. Maximum height shall be six (6) feet from finished grade.
b. One (1) maximum thirty-two (32) square foot, freestanding sign or two (2)
single-faced freestanding signs not to exceed sixteen (16) square feet each
for each side of a platted single family subdivision entrance.
c. Freestanding signs shall have a maximum height of six (6) feet from
finished grade, and may be externally illuminated, the light shall be screened
from view with evergreen plantings as approved by the Community
Development Director and shall not have changeable copy.
d. Flag. Each lot may display no more than one (1) flag and /or flagpole. The
flagpole shall not exceed twenty (20) feet in height. Flag size shall not be
more than twenty-four (24) square feet.
e. Each residence may display up to twelve (12) square feet of signage with no
single sign greater than four (4) square feet.
D. Apartment and Townhouse Residential Districts
1. Freestanding Signs
a. There shall be one freestanding sign per right-of-way frontage and it shall be
located at the project entrance.
b. Maximum height shall be six feet from finished grade.
c. The maximum size shall be 32 square feet.
Comment [rhm6]: PC recommended to split b.
into b and c and to delete “Maximum height shall be
six (6) feet from finished grade in 1.a.
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d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be screened from view with
evergreen plantings as approved by the Community Development
Director.
f. The freestanding sign structure shall be constructed of the same material as
the predominant material of the principal building.
g. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
h. Flags. Each development may display no more than one (1) flag and/or
flagpole. The flagpole shall not exceed twenty-five (25) feet in height. Flag
size shall not be more than twenty-four (24) square feet.
i. Each residence may display up to twelve (12) square feet of signage with no
single sign greater than four (4) square feet.
2. Wall Signs
a. Businesses may have no more than two wall signs. Corner buildings may
have an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall be 12
square feet.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy.
f. If illuminated, signs may be externally lighted and directed downward .
g. Wall sign shall not cover architectural features or details and not extend
beyond the roof line or outer edges of the building.
h. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
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3. Window Signs. Not more than three (3) window signs per development shall be
allowed and shall not be larger than four (4) square feet or cover more than five
percent ( 5%) of the area of each window in which a sign is placed, whichever is
less. Such signs shall not be illuminated.
E. O-I District
1. Billboards. Within Office-Institutional (O-I) districts, freestanding signs
shall not exceed one hundred twenty (120) square feet and shall be located
according to the following standards:
a. Along, and oriented toward, State numbered primary routes or national
highways only;
b. At least five hundred (500) feet from all residential or AG-1 zoning districts;
c. Minimum fifty (50) foot setback from right-of-way;
d. Minimum of one thousand five hundred (1500) feet from any other
Billboards or freestanding sign, except standard informational signs;
e. The lot on which the billboard is located shall have sufficient area to
accommodate the Fall Zone, and except for the sign, no parking areas,
pedestrian areas, roadways, buildings, structures, or appurtenances shall
be contained in the Fall Zone;
f. Maximum of twelve (12) feet in height; and
g. In compliance with applicable height standards for the district in which
located.
2. Freestanding Signs.
a. There shall be one freestanding sign per right-of-way frontage and it shall be
located at the project entrance.
b. Maximum height shall be six feet from finished grade.
c. The maximum size shall be 32 square feet.
d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be screened from view with
.evergreen plantings as approved by the Community Development
Director.
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f. The freestanding sign structure shall be constructed of the same material as
the predominant material of the principal building.
g. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
h. Flag. Each development may display no more than one (1) flag and/or
flagpole. The flagpole shall not exceed twenty-five (25) feet in height. Flag
size shall not be more than twenty-four (24) square feet.
3. Wall Signs
a. Businesses may have no more than two wall signs. Corner buildings may
have an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall be 12
square feet.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy.
f. If illuminated, signs may be externally lighted and directed downward.
g. Wall sign shall not cover architectural features or details and not extend
beyond the roof line or outer edges of the building.
h. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
F. Mixed Use District
1. Freestanding Signs.
a. There shall be one freestanding sign per right-of-way frontage and it shall be
located at the project entrance.
b. Maximum height shall be six feet.
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c. The maximum size shall be 32 square feet.
d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be screened from view with
evergreen plantings as approved by the Community Development
Director.
f. The freestanding sign structure shall be constructed of the same material as
the predominant material of the principal building.
g. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
h. Flag. Each development may display no more than one (1) flag and/or
flagpole and, in addition, each single family detached residential lot within
each development may display not more than one (1) flag and/or flagpole.
The flagpole shall not exceed twenty-five (25) feet in height. Flag size shall
not be more than twenty-four (24) square feet.
i. Each residence may display up to twelve (12) square feet of signage with no
single sign greater than four (4) square feet.
2. Wall Signs.
a. Businesses may have no more than two wall signs. Corner buildings may
haven an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall be 12
square feet.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy
f. If illuminated, signs may be externally lighted and directed downward.
g. Wall signs shall not cover architectural features or details and not extend
beyond the roof line or outer edges of the building.
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h. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
G. Commercial and Industrial Park Districts (M-1A)
1. Billboards. Within Commercial (C-1) and Industrial Park (M-1A) districts,
freestanding signs shall not exceed one hundred twenty (120) square feet and shall
be located according to the following standards:
a. Along, and oriented toward, State numbered primary routes or national
highways only;
b. At least five hundred (500) feet from all residential or AG-1 zoning districts;
c. Minimum fifty (50) foot setback from right-of-way;
d. Minimum of one thousand five hundred (1500) feet from any other
Billboards or freestanding sign, except standard informational signs;
e. The lot on which the billboard is located shall have sufficient area to
accommodate the Fall Zone, and except for the sign, no parking areas,
pedestrian areas, roadways, buildings, roadways, structures, or
appurtenances shall be contained in the Fall Zone;
f. Maximum of twelve (12) feet in height; and
g. In compliance with applicable height standards for the district in which
located.
2.. Freestanding Signs.
a. There shall be one freestanding sign per right-of-way frontage and it shall be
located at the project entrance.
b. Maximum height shall be six feet from finished grade.
c. The maximum size shall be 32 square feet.
d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be screened from view with
evergreen plantings as approved by the Community Development
Director.
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f. The freestanding sign structure shall be constructed of the same material as
the predominant material of the principal building.
g. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
h. Flag. Each development may display no more than one (1) flag and/or
flagpole. The flagpole shall not exceed twenty-five (25) feet in height. Flag
size shall not be more than twenty-four (24) square feet.
3. Wall Signs.
a. Businesses may have no more than two wall signs. Corner buildings may
have an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall be 12
square feet or three (3) percent of the wall area.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy
f. If illuminated, signs may be externally lighted and directed downward.
g. Wall signs shall not cover architectural features or details and not extend
beyond the roof line or outer edges of the building.
h. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
H. Industrial Districts
1. Billboards. Within industrial districts (M-1 and M-2), freestanding signs shall not
exceed one hundred-twenty (120) square feet and shall be located according to the
following standards:
a. Along, and oriented toward, State numbered primary routes or national
highways only;
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b. At least five hundred (500) feet from all residential or AG-1 zoning districts;
c. Minimum fifty (50) foot setback from right-of-way;
d. Minimum of one thousand five hundred (1500) feet from any other
Billboards or freestanding sign, except standard informational signs;
e. The lot on which the billboard is located shall have sufficient area to
accommodate the Fall Zone, and except the sign, no parking areas,
pedestrian areas, roadways, buildings, structures, or appurtenances shall be
contained in the Fall Zone;
f. Maximum of twelve (12) feet in height; and
g. In compliance with applicable height standards for the district in which
located.
2. Freestanding Signs.
a. There shall be one freestanding sign per right-of-way frontage and it shall be
located at the project entrance.
b. Maximum height shall be six feet from finished grade.
c. The maximum size shall be 32 square feet.
d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be screened from view with
evergreen planting as approved by the Community Development
Director.
f. The freestanding sign structure shall be constructed of the same material as
the predominant material of the principal building.
g. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
3. Wall Signs.
a. Businesses may have no more than two wall signs. Corner buildings may
have an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall
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be 12 square feet.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy
f. If illuminated, signs may be externally lighted and directed downward.
g. Wall signs shall not cover architectural features or details and not
extend beyond the roof line or outer edges of the building.
h. Sign faces shall be made out of wood or other material which has
the appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
I. Mobile Home Park District
1. Freestanding Signs
a. There shall be one freestanding sign per right-of-way
frontage and it shall be located at the project entrance.
b. Maximum height shall be six feet from finished grade.
c. The maximum size shall be 32 square feet.
d. Signs shall not have changeable copy.
e. Sign may be externally lighted. The light shall be
screened from view with evergreen plantings as approved by the
Community Development Director.
f. The freestanding sign structure shall be constructed
of the same material as the predominant material of the
principal building.
g. Sign faces shall be made out of wood or other material
which has the appearance of carved, distressed, or
sandblasted wood as approved by the Community Development Director.
h. Each residence may display up to twelve (12) square feet of signage with no
single sign greater than four (4) square feet.
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2. Wall Signs.
a. Businesses may have no more than two wall signs. Corner buildings may
have an additional wall sign.
b. One sign shall be flush against the wall. The maximum size shall be 12
square feet.
c. A second sign, if used, shall be perpendicular or oblique to the wall. The
maximum size shall be 2 square feet.
d. Signs shall be one unit as opposed to individually mounted letters.
e. Wall signs shall not have changeable copy
f. If illuminated, signs may be externally lighted and directed downward.
g. Wall signs shall not cover architectural features or details and not extend
beyond the roof line or outer edges of the building.
h. Sign faces shall be made out of wood or other material which has the
appearance of carved, distressed, or sandblasted wood as approved by the
Community Development Director.
Section 26: Overlay Districts
The following standards and requirement shall take precedence over city-wide standards and
requirements with in the boundaries of the given overlay district.
26.1 STATE ROUTE 9 OVERLAY DISTRICT SIGNS.
A. All free-standing signs shall be monuments with the width of the
base equal to the width of the sign face. The structure/base should
match the principal building materials.
B. Multi-tenant developments are allowed one primary monument for
the overall development which shall not exceed a maximum surface
area of 48 square feet and a maximum height of 12 feet.
C. Multi-tenant developments on corner lots are allowed an additional
monument sign on the secondary street at the project entrance which shall
not exceed a maximum surface area of 24 square feet and a maximum
height of four (4) feet.
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D. Single tenant sites and outparcels are limited to one monument
which shall not exceed a maximum surface area of 32 square feet
and a maximum height of 6 feet.
E. Gas Stations, convenience stores, discount warehouse and similar
facilities that sell gasoline may have an additional 24 square feet of
surface area and not to exceed 6 feet in height.
F. Two or more businesses that share a single tenant space are limited
to one monument signs which shall not exceed a maximum surface
area of 32 square feet and a maximum height of 6 feet.
G. Monuments signs shall be set back a minimum 10 feet from the public right-of-way
and shall be a minimum of 35 feet from any other identification monument.
H.. Each place of business is allowed a maximum of two wall signs.
I.. Wall signs shall face public streets and/or pedestrian-parking areas.
J. Wall signs shall not exceed 100 square feet or 5% of the applicable
wall area, whichever is less. The length of the sign shall not exceed 10 times the
height of the sign.
K.. Permanent and/or temporary signs in windows shall not exceed 5%
of the aggregate window area and shall not block visibility from outside the store.
The allowable signage of 5% may be placed in one or more window panels. The
area of the doors and spandrell glass panels are excluded from the calculation of the
applicable sign area.
L. . The following information may be permanently displayed in
windows or glass doors and is exempt from the 5% limit: street
address, required to be posted by local, state or federal governments.
The lettering for this information shall be four inches tall or as
required by Fire Safety Code. Also exempt are store hours and security information.
M.. Window signs with neon, fluorescent, LED lighting or tube lights are prohibited.
N.. Wall signs shall be flush against the wall, not cover architectural
features or details, and not extend beyond the roof line or outer
edges of the building.
O. Awnings and canopy signs with names are considered signs and may be
substituted for monument or wall signs. If substituted, they shall be
included in the maximum size calculations.
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P. The architectural color standards of the district apply only to the
sign structure not to the sign face. See Table 26-1.P-1.
Table 26-1. P-1
Permitted Colors for Sign Structure
The following numbers refer to the
Pantone Matching System, an international color matching system
White Reds
168 C, 181 C,483 C, 484 C, 675C, 1685C, 4975 C
Browns, Beiges and Tans
462 C to 468 C; 4625 C to 4685 C, 469 C, 474C,
475 C;4695 C to 4755 C
478 C, 719 C to 724 C
725 C to 731 C
476U to 482U
719U to 725U
726U to 732U
Red-Browns
154 U, 1395 U
1405 U
Q. Prohibited Sign Types:
1. Rotating, projecting, pylon, pole, portable,
changeable copy signs, flashing, animated, sandwich,
blinking, fluctuating, and electronic/manual reader boards,
changeable copy signs and neon are prohibited.
2. Vehicles with lettering or graphics greater than two inches
in height identifying or promoting a business or commercial
activity shall not be parked or stored within 100 feet of the
curb of any public right-of-way.
This standard does not apply to vehicles used regularly for
delivery, pick-ups, service calls, or transporting customers,
except that such vehicles shall not be parked within 50 feet
of the curb of any public right-of-way after hours if the
vehicles are visible from the public right-of-way.
3. Posters, placards,flashing, animated, blinking, fluctuating, electronic/manual
reader boards, and changeable copy signs are prohibited.
R. Wall signs may be internally illuminated.
S. Monument signs shall be externally illuminated.
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STATE ROUTE 9 OVERLAY DISTRICT MAP
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26.2 CRABAPPLE CROSSING OVERLAY DISTRICT SIGNS
A. Freestanding signs
1. All signs must meet the following standards:
a. Signs shall not have changeable copy including but
not limited to scrolling, rotating, flashing, nor
computerized changeable copy. Theatres, schools,
churches, parks and gas stations may have
changeable copy that is changed manually.
b. If illumination is used, the sign shall be externally
illuminated. The light shall be screened from view
with evergreen plantings as approved by the Community
Development Director.
c. The sign structure shall be constructed of wood,
brick or stone or a material which has the appearance of wood, brick,
or stone as approved by the Community Development Director and to
the extent possible shall be the same material as the predominant
material of the principal building
d. The sign face and/or sign letters shall be made out
of wood, a material which has the appearance of
carved, distressed, or sandblasted wood or stone as approved by the
Community Development Director.
Plastic inserts are prohibited.
e. The sign shall be supported either on one side or on
both sides (aka Shingle sign)
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2. Non-Residential Multi-Tenant Building and/or Development
a. The maximum height shall be 8 feet from finished grade.
b. The maximum size of the sign area shall be 32 square feet.
c. There shall be one sign per right-of-way frontage and it
shall be located at the project entrance.
3. Non-Residential Single Tenant Building
a. Maximum height shall be 6 feet from finished grade.
b. The maximum size of the sign area shall be 20 square feet.
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c. There shall be one sign per right-of-way frontage and it
shall be located at the project entrance.
4. Residential Uses
a. Maximum height shall be six feet from finished grade.
b. Each residential development may have a maximum of two (2)
twelve (12) square foot signs not to exceed 24 square feet or one (1)
sixteen (16) square foot sign per entrance.
B. Wall Signs
1. Wall signs shall not have changeable copy.
2. If illuminated, wall signs shall be externally illuminated and directed
downward.
3. Wall sign shall not cover architectural features or details and not
extend beyond the roof line. Wall signs can hang from the building.
4. Wall sign faces shall be made out of wood or other material which
has the appearance of carved, distressed, or sandblasted wood as approved
by the Community Development Director.
5. A businesses may have one wall sign. The sign can be flush against
the wall or it can hang from the building. The size shall be 3% of
the applicable wall area. Corner buildings may have an additional
wall sign.
6. A business may have an additional sign perpendicular to the wall
with a maximum sign area size of 2 square feet.
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C. Sign Structure Colors
1. Refer to Table 26.2. C-1. for Sign Structure Colors for the
Crabapple Crossroads.
D. Prohibited Sign Types:
1. Lollypop signs, monument signs, temporary window signs, signs
placed in the interior of a window with the intent of being viewed
Table 26.2.C-1
Permitted Colors for Sign Structure
The following numbers refer to the Pantone Matching
System, an international color matching system
1807C
2C-7C
289C
316C
401-405C
407-412C
423C
424-425C
448-450C
4485U
4495C
451C
4505C
4515-4525C
455C
462U
464U
476U
478U
484C
491C
4975
553
5363
539
548
5467
5743U
5747U
5757U
5773U
5815U
5835
625U
627U
Warm Grey 5-7C
Warm Grey 8-11
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by those outside of the building. Rotating, projecting, pylon, poles, portable,
flashing, animated, sandwich, blinking, functionality, and electronic needs,
boards, chargeable copy signs and neon are prohibited.
E. Window Signs
Any sign within 5 feet of a window is considered a window sign, for the
purposes of application of this section of the Ordinance.
CRABAPPLE CROSSROADS OVERLAY DISTRICT MAP
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26.3 BIRMINGHAM CROSSING OVERLAY DISTRICT SIGNS.
A. Free standing signs
1. All signs must meet the following standards:
Signs shall not have changeable copy including scrolling, rotating, flashing,
or computerized changeable copy.
a. If illumination is used, the sign shall be externally illuminated. The
light shall be directed downwards.
b. The sign structure shall be constructed of wood, brick or stone and to
the extent possible shall be the same material as the predominant
material of the principal building.
c. The sign face shall be made out of wood, a material which has the
appearance of carved, distressed, or sandblasted wood or stone as
approved by the Community Development Director. Plastic inserts
are prohibited.
d. The sign shall be supported either on one side or on both sides (aka
Shingle sign)
2. Non-Residential Multi-Tenant Building and/or Development (Amended
11/03/04)
a. The maximum height shall be 8 feet from finished grade.
b. The maximum size of the sign area shall be 32 square feet.
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c. There shall be one sign per right-of-way frontage.
3. Non-Residential single Tenant Building
a. Maximum height shall be 6 feet from finished grade.
b. The maximum size of the sign area shall be 20 square feet.
c. There shall be one sign per right-of-way frontage.
4. Residential Uses
a. Maximum height shall be six feet from finished grade.
b. The maximum size shall be 16 square feet.
c. Each residential development may have a maximum of one sign per
entrance.
B. Wall Signs
1. Wall signs shall not have changeable copy.
2. Wall signs shall be externally illuminated and directed downward.
3. Wall sign shall not cover architectural features or details and not
extend beyond the roof line.
4. Wall sign faces shall be made out of wood or other material which
has the appearance of carved, distressed, or sandblasted wood as approved
by the Community Development Director.
5. A business may have one wall sign. The sign can be flush against
the wall or it can hang from the building. The size shall be 3% of
the applicable wall area. Corner buildings may have an additional
wall sign.
6. A business may have an additional sign perpendicular to the wall
with a maximum sign area size of 2 square feet.
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7. A portion of the wall sign can be placed on an overhang or a canopy.
8. Any sign within 5 feet of a window is considered a window sign, for the
purposes of application within this section of this Ordinance.
C. Refer to Table 26.3-C for sign structure color in the Birmingham
Crossroads Overlay.
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Table 26.3-C
Permitted Colors for Sign Structure
The following numbers refer to the Pantone Matching
System, an international color matching system
1807C
2C-7C
289C
316C
401-405C
407-412C
412C
415-419C
423C
424-425C
448-450C
4485U
4495C
451C
4505C
4515-4525C
455C
462U
464U
476U
478U
484C
491C
4975
553
5363
539
548
5467
5743U
5747U
5757U
5773U
5815U
5835U
625U
627U
Warm Grey 5-7C
Warm Grey 8-11
D. Prohibited Sign Types:
1. Lollypop signs, temporary window signs, signs placed within 5 feet
of an exterior window with the intent of being viewed by those
outside of the building, internal illumination of plastic faced signs,
electronic or flashing reader signs, exposed neon, changeable copy,
ground “monument” signs. Rotating, projecting, pylon, poles, portable
flashing, animated, sandwich, blinking, functionality, and electronic needs,
boards, chargeable copy signs and neon are prohibited.
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BIRMINGHAM CROSSROADS OVERLAY DISTRICT MAP
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Section 27: Severability.
Should any article, section, clause, or provision of this Article be declared by a
court of competent jurisdiction to be invalid, such action shall not affect the
validity of the ordinance as a whole or any part hereof other than the part so
declared to be invalid, it being the intent of the City Council of the City that each
article, section, clause, and provision hereof be severable.
ORDINANCE NO. __________________
STATE OF GEORGIA
COUNTY OF FULTON
AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE CITY OF MILTON,
GEORGIA, TO ALLOW A WAIVER OF THE PENALTY OF THE BASE AMOUNT OF
PAST DUE AD VALOREM TAXES ON A CASE BY CASE BASIS, TO ALLOW FOR
PAYMENT OF PAST DUE AD VALOREM TAXES IN INSTALLMENTS, AND FOR
OTHER PURPOSES.
BE IT ORDAINED by the City Council of the City of Milton while in regular session on the
_____ of April, 2009 at 6:00 pm:
WHEREAS, Section 1.12(40) of the Charter of the City of Milton, Georgia authorizes the City
to levy and provide for the assessment and collection of ad valorem taxes on all property subject
to taxation; and
WHEREAS, Section 4.14 of the Charter of the City of Milton, Georgia authorizes the City’s
Treasurer to collect all taxes and other moneys belonging to the city, subject to the provisions of
the Charter and Ordinances of the City and to enforce all state laws relating to collection of
delinquent taxes; and
WHEREAS, Section 6.18 of the Charter of the City of Milton, Georgia authorizes the City
Council by ordinance to provide for the collection of delinquent taxes by whatever means as are
not precluded by law including but not limited to the dates when taxes are due and the
assessment of late penalties and interest; and
WHEREAS, Chapter 10, Section 3 states that any person failing to return his property for tax
purposes on or before the 31st day of October of each year shall be assessed a 10 percent penalty
and, whereas the City assesses a 10 percent penalty upon all past due tax bills after 90 days from
the due date in addition to the amount of ad valorem taxes due to the City and interest due
thereupon; and
WHEREAS, Chapter 10, Section 3 states that partial payments shall be accepted with interest
and penalties being computed on outstanding balances as of the delinquent date; and
WHEREAS, there is over $600,000 in outstanding ad valorem property taxes owed to the City
of Milton; and
WHEREAS, due to the current global recession and economic crisis, certain taxpayers are
experiencing unusual difficulty and hardship in making timely payment of the ad valorem taxes
that are owed to the City of Milton; and
WHEREAS, for a temporary period, it is in the best interests of the City of Milton to provide an
opportunity for taxpayers to meet their tax obligations by waiving penalties on a case by case
basis;
WHEREAS, for a temporary period, it is in the best interests of the City of Milton to allow
certain delinquent taxpayers to demonstrate their good faith and meet their tax obligations by
allowing payment of their balance in installments.
BE IT ORDAINED by the Mayor and City Council of the City of Milton, Georgia as follows:
Section I: The City’s Treasurer in coordination with the City’s Finance Manager shall cause a
notice to be sent to delinquent taxpayers stating that they may be eligible to apply for a waiver of
the 10 percent penalty (but not interest) if they will pay the balance of the 2008 ad valorem taxes
owed within 45 days of the date the notice was sent. The notice should provide the taxpayer
with a method by which they may apply for the waiver and the taxpayer should set forth any
good faith reasons they believe they should be granted the waiver.
Section II: The City’s Treasurer in coordination with the City’s Finance Manager shall present
the applications for waiver to the City Council with a recommendation concerning the waiver as
to each such application. The City Council will then determine as to each such application
whether the waiver will be granted based upon the taxpayer’s demonstration of economic
difficulty and hardship in meeting his/her 2008 ad valorem tax obligation.
Section III: Notwithstanding the above, the City’s Treasurer in coordination with the City’s
Finance Manager shall also notify delinquent taxpayers that the City will consider accepting
payment for 2008 ad valorem taxes in installments over a six month period beginning when the
notice is sent. However, in this event, the 10 percent penalty will not be waived. The notice
should encourage delinquent taxpayers to contact the City to arrange an installment plan.
Section IV. This ordinance shall terminate on October 31, 2009 and no applications for relief
under this ordinance shall be considered after that date. In no event will this ordinance be
applicable to any taxes owed for tax year 2009 unless extended by further ordinance.
ORDAINED this the ____ day of __________, 2009
______________________________
Joe Lockwood, Mayor
Attest:
______________________________
Jeanette R. Marchiafava, City Clerk
STATE OF GEORGIA RESOLUTION NO.
COUNTY OF FULTON
AMENDMENT OF RESOLUTION NO. 09-03-85, A RESOLUTION TO CREATE A
COMMITTEE TO SERVE AS THE HIGHWAY 9 DESIGN GUIDELINE COMMITTEE
FOR POTENTIAL REVISION TO THE HIGHWAY 9 OVERLAY DISTRICT OF THE
CITY OF MILTON ZONING ORDINANCE BY ADDING COMMITTEE MEMBERS
BE IT RESOLVED by the City Council of the City of Milton, GA while in regular session on
the ____ day of April 2009 at 6:00 pm. as follows:
SECTION 1. That (To Be Determined) (Mayor’s Appointment) is hereby appointed for
a term commencing _________________ and ending December 31, 2009; and
SECTION 2. That (To Be Determined) (District 1) is hereby appointed for a term
commencing _____________and ending on December 31, 2009; and
SECTION 3. That _________(District 2) is hereby appointed for a term commencing
April 13, 2009 and ending on December 31, 2011; and
SECTION 4. That (To Be Determined) (District 4) is hereby appointed for a term
commencing _____________ and ending December 31, 2011; and
SECTION 5. That this Resolution shall become effective upon its adoption.
RESOLVED this ____ day of April 2009.
Approved:
__________________________
Joe Lockwood, Mayor
Attest:
_________________________________
Jeanette R. Marchiafava, City Clerk
(Seal)
City of Milton
13000 Deerfield Parkway Suite 107C Milton, GA 30004
To: Honorable Mayor and City Council Members
From: Brad Chambers, CH2M HILL Parks and Recreation Representative
Date: April 13, 2009, City Council Regular Meeting
Agenda Item:
Approval of Contract with EDAW, Inc. to prepare and develop a Parks and Recreation
Comprehensive Assessment for the City of Milton
CMO (City Manager’s Office) Recommendation:
To approve the contract with EDAW, Inc. to prepare the Comprehensive Assessment for Milton.
Background:
In 2008 the City Council budgeted funds for Fiscal Year 2008-09 for a comprehensive
assessment to be performed on the parks and recreation system and program in Milton.
Beginning with the new fiscal year on October 1st, work began on writing a Request for Proposal
which was advertised and sent to firms throughout the southeast. The deadline for submittal was
December 19th.
Discussion:
Four proposals were received from firms, all of which were very qualified. A Review
Committee was established consisting of representatives from the City of Milton as well as
outside city government in order to provide as wide-ranging a degree of experiences as possible.
The Review Committee created a list of criteria and rated the firms. Three of the four rated so
closely that it was decided that a second review was prudent, and the three finalists were invited
in for personal presentations.
After the Review Committee heard from the three remaining firms, it was the unanimous
recommendation that EDAW be selected as the firm to work with the City of Milton on the
Comprehensive Assessment. The methodology and process was briefed to the City Manager’s
Office in order to keep him informed as to the process as it proceeded.
After the Parks and Recreation Advisory Board was appointed and has met and elected a Chair,
he was invited in to review the process and methodology, and also agreed with the decision to
select EDAW.
City of Milton
13000 Deerfield Parkway Suite 107C Milton, GA 30004
After the firm is selected, they will hold several meetings in Milton while preparing the
Assessment and the Advisory Board will be intricately involved from the very first meeting.
Concurrent Review:
The City Manager’s Office has reviewed and approved the recommendation of EDAW.
Effective Date: _
Expiration Date:
City of Milton
This is the Standard Professional Services Agreement of the City of Milton. Any
consultant doing business with the City must enter into this Agreement.
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is effective as of this day of , 2009,
by and between the CITY OF MILTON, a municipal corporation of the State of
Georgia, acting by and through its governing authority, the Mayor and Council of the
City of Milton ("City"), and EDAW, INC., a Georgia Corporation, ("Consultant"),
collectively referred to as the "Parties".
WITNESSETH THAT:
WHEREAS, the City desires to retain Consultant to provide certain services
generally described as the FY09 Parks and Recreation Assessment Plan (the "Work");
and
WHEREAS, the City finds that specialized knowledge, skills, and training are
necessary to perform the Work contemplated under this Agreement; and
WHEREAS, the Consultant has represented that it is qualified by training and
experience to perform the Work; and
WHEREAS, the Consultant desires to perform the Work under the terms and
conditions set forth in this Agreement; and
WHEREAS, the public interest will be served by this Agreement; and
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
I. SCOPE OF SERVICES AND TERMINATION DATE
A. Project Description
2009 Parks and Recreation Comprehensive Assessment Plan
B. The Work
The Work to be completed under this Agreement (the "Work") is described in
Exhibit A.
C. Schedule, Completion Date, and Term of Agreement
Consultant warrants and represents that it will perform its services in a prompt
and timely manner, which shall not impose delays on the progress of the Work. This
Agreement shall commence as of the date first written above, and the Work shall be
completed on or before ninety day from the date of the notice to proceed; to the extent
that services are not delayed due to circumstances beyond the Consultant's reasonable
control.
U. WORK CHANGES
A. The City reserves the right to order changes in the Work to be performed
under this Agreement by altering, adding to, or deducting from the Work. All such
changes shall be incorporated in written change orders executed by the Consultant and
the City. Such change orders shall specify the changes ordered and any necessary
adjustment of compensation and completion time. If the Parties cannot reach an
agreement on the terms for performing the changed work within a reasonable time to
avoid delay or other unfavorable impacts as determined by the City in its sole discretion,
the City shall have the right to determine reasonable terms and the Consultant shall
proceed with the changed work.
B. Any work added to the scope of this Agreement by a change order shall be
executed under all the applicable conditions of this Agreement. No claim for additional
compensation or extension of time shall be recognized, unless contained in a written
change order duly executed on behalf of the City and the Consultant.
C. The City Manager has authority to execute without further action of the
City of Milton Mayor and Council, any number of change orders so long as their total
effect does not materially alter the terms of this Agreement or materially increase the
total amount to be paid under this Agreement, as set forth in Section III(B) below. Any
such change orders materially altering the terms of this Agreement or increasing the total
amount to be paid under this Agreement in excess of $25,000 must be approved by
resolution of the City of Milton Mayor and Council.
III. COMPENSATION AND METHOD OF PAYMENT
A. City agrees to pay the Consultant for the services performed and costs incurred by
Consultant upon certification by the City that the services were actually performed and
costs actually incurred in accordance with the Agreement. Compensation for services
performed and reimbursement for costs incurred shall be paid to the Consultant upon
receipt and approval by the City of invoices setting forth in detail the services performed
and costs incurred. Invoices shall be submitted on a monthly basis, and such invoices
shall reflect charges incurred versus charges budgeted. Any material deviations in tests
or inspections performed, times or locations required completing 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
change orders as described in Section IT above. The City shall pay the Consultant within
thirty (30) days after approval of the invoice by City staff.
B. The total amount paid under this Agreement as compensation for services
performed and reimbursement for costs incurred shall not, in any case, exceed $45,000,
except as outlined in Section II(C) above. The compensation for services performed shall
be based upon a flat fee.
IV. COVENANTS OF CONSULTANT
A. Expertise of Consultant
Consultant accepts the relationship of trust and confidence established between it
and the City, recognizing that the City's intention and purpose in entering into this
Agreement is to engage an entity with the requisite capacity, experience, and professional
skill and judgment to provide the services in pursuit of the timely and competent
completion of the Work undertaken by Consultant under this Agreement.
B. Budgetary Limitations
Consultant agrees and acknowledges that budgetary limitations are not a
justification for breach of sound principals of Consultant's profession and industry.
Consultant shall take no calculated risk in the performance of the Work. Specifically,
Consultant agrees that, in the event it cannot perform the Work within the budgetary
limitations established without disregarding sound principals of Consultant's profession
and industry, Consultant will give written notice promptly to the City.
C. City's Reliance on the Work
The Consultant acknowledges and agrees that the City does not undertake to
approve or pass upon matters of professional knowledge of the Consultant and that;
therefore, the City bears no responsibility for Consultant's services performed under this
Agreement. The Consultant acknowledges and agrees that the acceptance of plans, and
guidelines 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 Consultant's
performance. Consultant further agrees that no approval of plans, or guidelines by any
person, body or agency shall relieve Consultant of the responsibility for adequacy,
fitness, suitability, and correctness of Consultant's professional and industry standards or
for performing services under this Agreement in accordance with sound and accepted
professional and industry principals.
D. Consultant's Reliance of Submissions by the City
Consultant must have timely information and input from the City in order to
perform the services required under this Agreement. Consultant is entitled to rely upon
information provided by the City, but Consultant shall be required to provide prompt
written notice to the City if Consultant knows or reasonably should know that any
information provided by the City is erroneous, inconsistent, or otherwise problematic.
E. Consultant's Representative
shall be authorized to act on Consultant's behalf with
respect to the Work as onsultant's designated representative.
F. Assignment of Agreement
The Consultant covenants and agrees not to assign or transfer any interest in, nor
delegate any duties of this Agreement, without the prior express written consent of the
City. As to any approved subcontractors, the Consultant shall be solely responsible for
reimbursing them and the City shall have no obligation to them.
G. Responsibility of Consultant and Indemnification of Ci
The Consultant covenants and agrees to take and assume all responsibility for the
services rendered in connection with this Agreement. The Consultant shall bear all losses
and damages directly or indirectly resulting to it on account of the performance or
character of the services rendered pursuant to this Agreement. Consultant shall pay costs
of defense, indemnify and hold harmless the City, its officers, boards, commissions,
elected officials, employees and designated agents from and against claims, suits, actions,
liability, judgments, damages, losses, and expenses, including but not limited to,
reasonable attorney's fees, which may be the result of willful, negligent or tortuous
conduct arising out of the Work, performance of contracted services, or operations by the
Consultant, any subcontractor, anyone directly or indirectly employed by the Consultant
or subcontractor or anyone for whose acts the Consultant or subcontractor may be liable,
regardless of whether or not the offending act is caused in part by a party indemnified
hereunder. Such obligation shall not be construed to negate, abridge, or otherwise
reduce any other right or obligation of indemnity which would otherwise exist as to any
party or person described in this provision. In any and all claims against the City or any
of its designated agents or employees, by any employee of the Consultant, any
subcontractor, anyone directly or indirectly employed by the Consultant or subcontractor
or anyone for whose acts the Consultant or subcontractor may be liable, the
indemnification obligation set forth in this provision shall not be limited in any way by
any limitation on the amount or type of damages, compensation or benefits payable by or
for the Consultant or any subcontractor under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts. This obligation to indemnify the
City, its members, officers, agents, employees and volunteers shall survive termination of
this Agreement.
H. Independent Contractor
Consultant hereby covenants and declares that it is engaged in an independent
business and agrees to perform the services as an independent contractor and not as
the agent or employee of the City. The Consultant agrees to be solely responsible for
its own matters relating to the time and place the services are performed; the
instrumentalities, tools, supplies and/or materials necessary to complete the services;
hiring of Consultants, agents or employees to complete the services; and the payment
of employees, including compliance with Social Security, withholding and all other
regulations governing such matters. The Consultant agrees to be solely responsible
for its own acts and those of its subordinates, employees, and subcontractors during
the life of this Agreement. Any provisions of this Agreement that may appear to give
the 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 the City with regard to the
results of such services only.
1. Insurance
(1) Requirements:
The Consultant shall have and maintain in full force and effect for
the duration of this Agreement, insurance insuring against claims
for injuries to persons or damages to property which may arise
from or in connection with the performance of the Work by the
Consultant, its agents, representatives, employees or
subcontractors. All policies shall be subject to approval by the City
Attorney to form and content. These requirements are subject to
amendment or waiver if so approved in writing by the City
Manager.
(2) Minimum Limits of Insurance:
Consultant shall maintain limits no less than:
(a) Comprehensive General Liability of $1,000,000 combined single
limit per occurrence for bodily and personal injury, sickness,
disease or death, injury to or destruction of property.
(b) Comprehensive Automobile Liability (owned, non -owned, hired)
of $1,000,000 combined single limit per occurrence for bodily and
personal injury, sickness, disease or death, injury to or destruction
of property.
(c) Professional Liability of $1,000,000 limit per claims arising out of
professional services caused by the Consultant's errors, omissions,
or negligent acts.
(d) Workers' Compensation limits as required by the State of Georgia
and employers Liability limits of $1,000,000 per accident.
(3) Deductibles and Self -Insured Retentions:
Any deductibles or self-insured retentions must be declared to and
approved by the City.
(4) Other Insurance Provisions:
The policy is to contain, or be endorsed to contain, the following
provisions:
(a) General Liability and Automobile Liability Coverage.
(i) The City, its officials, employees, designated agents, and
volunteers are to be covered as insured as respects: liability
arising out of activities performed by or on behalf of the
Consultant; products and completed operations of the
Consultant; premises owned, leased, or used by the
Consultant; automobiles owned, leased, hired, or borrowed
by the Consultant. The coverage shall contain no special
limitations on the scope of protection afforded to the City,
its officials, employees, designated agents or volunteers.
(ii) The Consultant's insurance coverage shall be primary
noncontributing insurance as respects to any other
insurance or self-insurance available to the City, its
officials, employees, designated agents or volunteers. Any
insurance or self-insurance maintained by the City, its
officials, employees or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
(iii) Any failure to comply with reporting provisions of the
policies shall not affect coverage provided to the City, its
officials, employees, agents or volunteers.
(iv) Coverage shall state that the Consultant's insurance shall
apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of
the insurer's liability.
(v) Coverage shall be provided on a "pay on behalf' basis,
with defense costs payable in addition to policy limits.
There shall be no cross liability exclusion.
(vi) The insurer agrees to waive all rights of subrogation against
the City, its officials, employees, agents and volunteers for
losses arising from work performed by the Consultant for
the City.
(vii) All endorsements to policies shall be executed by an
authorized representative of the insurer.
(b) Workers' Compensation Coverage.
The insurer will agree to waive all rights of subrogation against the City,
its officials, employees, agents and volunteers for losses arising from, work
performed by the Consultant for the City.
(c) All Coverages.
(i) Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be suspended,
voided, canceled, reduced in coverage or in limits except
after thirty (30) days prior written notice by US mail, has
been given to the City.
(ii) Policies shall have concurrent starting and ending dates.
(S) Acceptability of Insurers:
Insurance is to be placed with insurers with an A.M. Bests' rating of no less than
ANIL
(6) Verification of Coverage:
Consultant shall furnish the City with copies of certificates of insurance
and endorsements to the policies evidencing coverage required by this
clause prior to the start of work. The certificates of insurance and
endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The certificate of
insurance and endorsements shall be on a form utilized by Consultant's
insurer in its normal course of business and shall be received and approved
by the City prior to execution of this Agreement by the City. The City
reserves the right to request, copies of all required insurance policies in
case of a claim or when reasonably necessary..
(7) Subcontractors:
Consultant shall ensure that all subcontractors 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 insured.
(8) Claims -Made Policies:
Consultant shall extend any claims -made insurance policy for at least six
(5) years after termination or final payment under the Agreement,
whichever is later.
(9) City as Additional Insured and Loss Payee -
The
a ee:
The City shall be named as an additional insured and loss payee on all
policies required by this Agreement.
I Employment of Unauthorized Aliens Prohibited
It is the policy of City that unauthorized aliens shall not be employed to perform
work on City contracts involving the physical performance of services. Therefore, the
City shall not enter into a contract for the physical performance of services within the
State of Georgia, unless the Contractor shall provide evidence on City -provided forms,
attached hereto as Exhibits "E" and "F" that it and Contractor's subcontractors have
within the previous twelve (12) month period conducted a verification of the social
security numbers of all employees who will perform work on the City contract to ensure
that no unauthorized aliens will be employed. The City Manager or his/her designee
shall be authorized to conduct an inspection of the Contractor's and Contractor's
subcontractors' verification process to determine that the verification was correct and
complete. The Contractor and Contractor's subcontractors shall retain all documents and
records of its verification process for a period of three (3) years following completion of
the contract. This requirement shall apply to all contracts for the physical performance of
services where more than three (3) persons are employed on the City contract.
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 its 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 order
the Contractor to terminate or require its subcontractor to terminate that person's
employment immediately and to report same to the Department of Homeland Security.
The Contractor's failure to terminate the employee, or otherwise 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.
Compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02
is mandatory.
Contractor agrees that the employee -number category designated below is
applicable to the contractor.
VI 500 or more employees_
100 or more employees.
Fewer than 100 employees.
Contractor agrees that, in the event the Contractor employs or contracts with any
subcontractor(s) in connection with this Agreement, the Contractor will secure from the
subcontractor(s) such subcontractor(s') indication of the above employee -number
category that is applicable to the subcontractor.
Contractor's compliance with the requirements of Q.C.G.A. § 13-10-91 and Rule
304-10-1-.02 shall be attested by the execution of the contractor's affidavit attached as
Exhibit "E."
The above requirements shall be in addition to the requirements of State and
federal law, and shall be construed to be in conformity with those laws.
K. Records, Reports and Audits
(1) Records:
(a) Records shall be established and maintained by the Consultant in
accordance with requirements prescribed by the City with respect
to all matters covered by this Agreement. Except as otherwise
authorized, such records shall be maintained for a period of three
years from the date that final payment is made under this
Agreement. Furthermore, records that are the subject of audit
findings shall be retained for three years or until such audit
findings have been resolved, whichever is later.
(b) All costs 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 Consultant shall famish to the City any and all
statements, records, reports, data and information related to matters
covered by this Agreement in the form requested by the City.
(3) Audits and Inspections:
At any time during normal business hours and as often as the City may
deem necessary, there shall be made available to the City for examination
all records with respect to all matters covered by this Agreement. The
Consultant will permit the City 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.
L. Conflicts 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.
M. Confidentiality
Consultant acknowledges that it may receive confidential information of the City
and that it will protect the confidentiality of any such confidential information and will
require any of its subcontractors, consultants, and/or staff to likewise protect such
confidential information. The Consultant agrees that confidential information it receives
or such reports, information, opinions or conclusions that Consultant creates under this
Agreement shall not be made available to, or discussed with, any individual or
organization, including the news media, without prior written approval of the City to the
extent or except when required to do so by law or if the confidential information becomes
a part of the public domain. The Consultant shall exercise reasonable precautions to
prevent the unauthorized disclosure and use of City information whether specifically
deemed confidential or not.
N. Compliance with Laws Regulating Illegal Aliens
The United States Congress enacted the Immigration Reform and Control Act of
19$6 (IBCA), P.L. 99-603, which required the former Immigration and Naturalization
Service (now the Department of Homeland Security) to establish a system for verifying
the immigration status of non -citizen applicants for, and recipients of, certain types of
federally funded benefits, and to make the system available to Federal, State, and local
benefit -issuing agencies and institutions that administer such benefits.
The Consultant covenants and declares that it is enrolled in the Basic Employment
Verification Pilot Program, and that it has verified the employment eligibility of all its
employees utilizing such program. Consultant shall likewise require all subcontractors or
sub -consultants to verify the employment eligibility of all their respective employees
utilizing the Basic Employment Verification Pilot Program. Consultant shall provide
documentation prior to commencing work under this Agreement, in a form acceptable to
the City, affirming the Consultant's compliance with this Section.
O. Licenses Certifications and Permits
The Consultant covenants and declares that it has obtained all diplomas,
certificates, licenses, permits or the like required of the Consultant by any and all
national, state, regional, City, local boards, agencies, commissions, committees or other
regulatory bodies in order to perform the services contracted for under this Agreement.
All work performed by Consultant under this Agreement shall be in accordance with
applicable legal requirements and shall meet the standard of quality ordinarily expected
of competent professionals.
P. Iia Personnel
All of the individuals identified in Exhibit "B" are necessary for the successful
prosecution of the Work due to their unique expertise and depth and breadth of
experience. There shall be no change in Consultant's Project Manager or members of the
project team, as listed in Exhibit `B", without written approval of the City. Consultant
recognizes that the composition of this team was instrumental in the City's decision to
award the work to Consultant and that compelling reasons for substituting these
individuals must be demonstrated for the City's consent to be granted. Any substitutes
shall be persons of comparable or superior expertise and experience. Failure to comply
with the provisions of this section shall constitute a material breach of Consultant's
obligations under this Agreement and shall be grounds for termination. Consultant shall
not subcontract with any third party for the performance of any portion of the Work
without the prior written consent of the City. Consultant shall be solely responsible for
any such subcontractors in terms of performance and compensation.
�. Authority to Contract
The Consultant covenants and declares that it has obtained all necessary
approvals of its board of directors, stockholders, general partners, limited partners or
similar authorities to simultaneously execute and bind Consultant to the terms of this
Agreement, if applicable.
R. Ownership of Work
1�
5, designs, drawings, plans, specifications, schedules, work product and
-rials prepared or in the process of being prepared for the services to be
l by the Consultant ("materials") shall be the property of the City and the
be entitled to full access and copies of all such materials. Consultant shall
7ponsible for any claims arising out of the City's extraction or modification
isultant's work product, and for any claims arising out of the use of work
� the City for any other purpose than that which is expressly set forth under
;meat. Any such materials remaining in the hands of the Consultant or
,tor upon completion or termination of the work shall be delivered
-ly to the City. The Consultant assumes all risk of loss, damage or
n of or to such materials. If any materials are lost, damaged or destroyed
A delivery to the City, the Consultant shall replace them at its own expense.
�l copyrightable subject matter in all materials is hereby assigned to the
ie Consultant agrees to execute any additional documents that may be
:o evidence such assignment.
Richt of Entry
hall provide for right of entry for Consultant and all necessary equipment to
lton, in order. for Consultant to complete the Work.
City's Representative
I
Brad Chambers shall be authorized to act on the City's behalf with respect
to the the City's designated representative
VY.
The City shall have the right to terminate this Agreement for any reason
whats e providing written notice thereof at least five (5) calendar days in advance
of the tion date. The Consultant shall have no right to terminate this Agreement
prior �letion of the Work, except in the event of the City's failure to pay the
Cons thin thirty (30) days of Consultant providing the City with notice of a
delin anent and an opportunity to cure.
Upon termination, City shall provide for payment to the Consultant for
-ed and expenses incurred prior to the termination date.
Upon termination, the Consultant shall: (1) promptly discontinue all
serviced, unless the notice directs otherwise; and (2) promptly deliver to the City
all da rigs, reports, summaries, and such Other information and materials as may
have been generated or used by the Consultant in performing this Agreement, whether
completed or in process, in the form specified by the City.
D. The rights and remedies of the City and the Consultant provided in this
Section are in addition to any other rights and remedies provided under this Agreement or
at law or in equity.
VII. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the
Consultant or any successor in interest in the event of any default or breach by the City or
for any amount which may become due to the Consultant or successor or on any
obligation under the terms of this Agreement. Likewise, Consultant's performance of
services under this Agreement shall not subject Consultant's individual employees,
officers or directors to any personal liability. The Parties agree that their sole and
exclusive remedy, claim, demand or suit shall be directed and/or asserted only against
Consultant or the City, respectively, and not against any employee, officer, director, or
elected or appointed official_
VIII. ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the Parties and
supersedes any and all other agreements, either oral or in writing, between the Parties
with respect to the subject matter of this Agreement. No other agreement, statement or
promise relating to the subject matter of this Agreement not contained in this Agreement
shall be valid or binding. This Agreement may be modified or amended only by a written
document signed by representatives of both Parties with appropriate authorization.
IX. SUCCESSORS AND ASSIGNS
Subject to the provision of this Agreement regarding assignment, this Agreement
shall be binding on the heirs, executors, administrators, successors and assigns of the
respective Parties.
X. APPLICABLE LAW
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.
XI. CAPTIONS AND SEVERABILITY
The caption or head note on articles or sections of this Agreement are intended for
convenience and reference purposes only and in no way define, limit or describe the
scope or intent thereof, or of this Agreement nor in any way affect this Agreement.
Should any article(s) or section(s), or any part thereof, later be deemed 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.
XII. BUSINESS LICENSE
Prior to commencement of the services to be provided hereunder, Consultant 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.
XIII. NOTICES
A. Communications Relating to Daily Activities
All communications relating to the day -to -d y ac ti ties of the Work shall be
exchanged between Brad Chambers for the City an&J I a+ (4 for the Consultant.
B. Official Notices
All other notices, writings or correspondence as required by this Agreement shall
be in writing and shall be deemed received, and shall be effective, when: (1) personally
delivered, or (2) on the third day after the postmark date when mailed by certified mail,
postage prepaid, return receipt requested, or (3) upon actual delivery when sent via
national overnight commercial carrier to the Parties at the addresses given below, unless a
substitute address shall first be furnished to the other Parties by written notice in
accordance herewith:
NOTICE TO THE CITY shall be sent to:
City Manager
City of Milton
13004 Deerfield Parkway, Suite 107f
Milton, Georgia 30004
NOTICE TO THE CONSULTANT shall be sent to:
J;�S
XIV. WAIVER OF AGREEMENT
The City's failure to enforce any provision of this Agreement or the waiver in a
particular instance shall not be construed as a general waiver of any future breach or
default.
XV. 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.
XVI. FORCE MAJEURE
Neither the City nor Consultant 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 perforin (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: (a) any cause beyond
their 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
CONSULTANT; (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.
IN WITNESS WHEREOF the City and the Consultant have executed this
Agreement effective as of the date the City Manager executes this Agreement on behalf
of the City.
[SIGNATURES ON FOLLOWING PAGE]
Approved as to form;
City Attorney
SIGNED, SEALED, AND DELIVERED
in the presence of:
Notary Public7.
",!►
[NOTARY Sgj,
Commission E
L
CITY OF MILTON
CONSULTANT:
)/� .
41(
By:
Li'4
Its: r5,j
'1/1 Lf-,
By:
Its:
SIGNED SEALED AND DELIVERED
in the presence of:
Witness
NotaLry Public
[CORPORATE SEAL]
[CITY SEAL]
[NOTARY SEAL]
My Commission Expires:
EXHIBIT "A"
SCOPE AND DELIVERABLES OF ASSESSMENT
Final Product Contents- When complete, the final product shall include five (5)
hard copies, either spiral bound or in loose leaf binder format, and one (1)
electronic copy: Final product shall include the following:
1.0 Introduction
There shall be a short section explaining the process that was used during the
Comprehensive Assessment which includes a Table of Contents.
2.0 Existing Conditions Overview
An overview shall be prepared, and shall detail the condition and status of the
facilities specified. The Existing Conditions Review shall include the following:
2.1 Crabapple and Bethany Community Buildings:
Review the existing conditions and site amenities, and assess current status and
condition of Crabapple Community Building, and Bethany Community Building
located in the City of Milton, Georgia, and develop a detailed inventory and
assessment, utilizing the highest and best planning standards and principles.
Review and become familiar with the comprehensive renovation assessment
performed by Northridge Restoration. The inventory and assessment shall
include, but not be limited to, the following:
- Walk each site, become familiar with the boundaries in order to understand the
size of each property, do a thorough review of the interior and exterior of the
buildings onsite, and review the deeds and any deed restrictions which may limit
usage;
- Review the comprehensive recommendations from Northridge Restoration
Company, which has prepared a detailed facility condition assessment and cost
estimate for the city;
- Based on the information from Northridge Restoration and the on-site review of
existing conditions, submit a detailed list of recommendations that can be used
by Staff, Mayor and City Council to choose from in determining the best
programmatic use of the community buildings and surrounding property, and
reference any non -uses due to any deed restrictions that may be found.
-Submit a detailed list of recommendations on the ultimate and best use of each
community building and the surrounding park property, including, if appropriate,
the recommendation to remove, raze, modify, or otherwise change the existing
use for the ultimate benefit of the parks and recreation program. Within this set
of recommendations for each community building, submit a cost estimate for
each thereby giving the City a realistic budget that be used for budgeting
purposes.
2.2 Bell Memorial Park
Review the current conditions at Bell Memorial Park and make recommendations
regarding the following;
--Condition of facility, and any recommended efficiencies in layout of the park;
-Recommendations regarding more efficient use of parking;
-Recommendations for area at southern end of park (old tennis court area);
-Review of potential adjacent land that could be purchased for park expansion,
and recommendation of what, if any, parcels should be purchased and how those
parcels could be incorporated into the overall park plan;
Cost estimates for each recommendation noted.
2.3 Providence Park
Although Providence Park is not currently owned by the City, the transfer of the
property is expected within this fiscal year. In order to adequately prepare for this
transfer, the following is required:
-A cursory assessment of the community center/nature center onsite, with a
recommendation of needed repairs and cost estimates. Since the City does not
own the park or facility, the nature center overview will need to be made from the
exterior only. The City of Milton understands the limitations of this overview, but
anticipates knowing any exterior building issues that may be discovered.
-Recommendations for use of the facility, with an emphasis on the facility to be a
community resource without requiring city staff.;
-Review of the park's function and purpose and a set of recommendations on
how to best utilize the property as it currently exists;
-A review of the old quarry site and recommendation on how to preserve and
protect it while keeping it inaccessible to the public due to the high liability factors
it represents;
-Recommendations for use of the lake- both preservation and programmatic
based;
-Normal staffing requirements and projected annual estimated cost for the city to
manage the park, based on the above recommendations.
2.4 Birmingham Park
Review the existing Birmingham Park Master Plan which was completed in late
2005, and using the findings and priorities which resulted from that plan (see
below), as a baseline, in conjunction with findings from the community input
meetings (see Section 6.0), recommend the following:
• Suitable uses for the existing residential house that sits on the property,
a conceptual plan that would begin to showcase the site as a park which
will attract citizens without impacting or prohibiting future development that
may take place on the site. This shall be based on the community input
meetings while taking into account accepted design practices.
■ The conceptual plan for Birmingham Park shall be made using a budget
figure of $900,000 .
■ The plan shall focus on initial areas for parking, hiking and walking trails,
and potential picnic table locations.
• The conceptual plan shall also include options for the entrance to the park
including options for the Birmingham Park entrance sign.
Existing Conditions
A comprehensive Master Pian document for the development of Birmingham
Park was prepared in 2005 and submitted and adopted by Fulton County in early
2006.
This Pian, prepared by ECOS Environmental Design, incorporated the comments
from citizens from northern Fulton County and reflected the general wishes of the
community at that time regarding the developmental priorities of the site. Based
on Staff's interviews with individual members of the Milton City Council, the
overall priorities outlined in the overall Plan are still valid. These include:
-Sensitivity to the site and site ecology and hydrology, with an emphasis to
preserve as much of the site in its natural state as is reasonable;
-Sensitivity to the rural, equestrian, and low-density character of Milton;
-Clear design relationships and delineations between active and passive areas of
the park;
-An emphasis on trails to serve all manners of users including equestrian, hiking,
walking, mountain biking, with both hard and natural surfaces;
-A commitment to develop the park as both an active and passive park, realizing
that there is a significant split among the original members who participated in
the planning process, with a large percentage wanting a heavily activity -based
park, and another large percentage wanting the park to remain primarily in its
natural state;
-Sensitivity to night sky light pollution and a commitment to minimize, to the
extent possible, any light spillage from sport field, parking lot, and security
lighting;
-Use of previous materials wherever possible for parking lots, drives, and trail
surfaces.
Phase I Development
The Fulton County Master Plan defines Phase I as including installation of
utilities, vehicular access, parking lot construction, beginning trail development,
park maintenance facility, restroom/concession facility, passive play space, picnic
pavilions, signage, and park amenities such as trash cans and benches.
-Review the Plan and as described above, and in conjunction with findings from
the community input meetings (see Section 6. 0), develop a set of
recommendations for uses for the residence, beginning trails, picnic area, and
gravel parking areas for use of the property at a low cost (< $100,000 );
-Explain the criteria and design process that determined the recommendations
that are included in this set of recommendations;
Describe how this initial work can set the expectations for the community in how
the park will look and how this beginning development will be used to "brand" the
remainder of the park's development;
-Submit a listing of recommended potential uses for the existing residential house
that sits within the boundary of the park.
3.0 Staffing Recommendations:
A short section shall be prepared outlining recommended staffing requirements
as outlined below. The City is committed to operating as lean as possible. This
commitment and philosophy extends to the operation of parks and recreation
programs. Creative staffing solutions, including maximum use of volunteers,
citizen support groups "Friends Of..." organizations, civic clubs, and others is
encouraged. However, there is an understanding that a park system and a large
multi -use park such as Birmingham Park when completed will require dedicated
staffing.
The Staffing Recommendations Section will therefore address the following:
-A suggested Full -Time Equivalent (FTE) staffing matrix for FY 2009-2010 which
will include the recommended number of FTE staffing to adequately care for the
current park system;
-Additional FTE maintenance staff required to support the Phase I Development
of Birmingham Park;
-Proposed FTE staffing for Birmingham Park after total build out.
-Recommended FTE staffing for the Parks and Recreation Department in 2015.
4.0 Other Providers
Other recreation providers, resources and opportunities exist within Milton. A
survey and assessment shall be made of Fulton County School sites, semi-public
organizations such as YMCA's, private providers, and other opportunities to
insure that a complete recreation inventory is gathered during this project, Each
opportunity shall be identified along with a short description of the relevance to
the Milton recreation and parks system and the reasonableness of joint usage
with each identified facility.
Note: Much of this information may be gleaned from the Fulton County Parks
and Recreation Department Master Plan 2005-2015, and from members of the
Advisory Board.
5.0 Design Standards:
This shall be a separate, detailed document listing design standards and
examples with color photos and descriptions. This document shall be expected to
be as "timeless" or "traditional" as possible in order for the City to utilize the same
look and theme for design as far into the future as is reasonable. The Milton
Park Design Standards Manual shall recommend a list of design standards for
park amenities that will be used for Birmingham Park development and any other
park (re)development in the City. The consultant shall review and be familiar with
the following documents when recommending the design standards:
Milton Bike/Ped Plan, prepared by Georgia Tech Institute of Technology;
Birmingham Crossroads Plan; and the 2015 North Fulton Comprehensive Plan
Amendment. Copies of these documents shall be made available by the City of
Milton.
The Milton Park Design Standards Manual shall detail architectural type, color,
shape if appropriate, and other design standards that shall be classic in look and
color, be readily available, be readily replaceable in years to come, and give the
Milton park system a consistently rural "look" as it is developed. The consultant
shall review and be familiar with the following documents when recommending
the design standards:
-Milton BikelPed Plan, prepared by Georgia Tech Institute of Technology,
-Birmingham Crossroads Plan,
-2015 North Fulton Comprehensive Plan Amendment.
The Manual shall include but not be limited to design recommendations for.-
-Park
or.-Park Benches, Picnic Tables, Trash Can Holders, Park Grills, Security Gates,
Fencing, and other park amenities commonly used;
-Lighting Standards and Light Poles;
- Template for Park Rules signs and other similar signs;
-Template for design of planter areas around Park Entrance Signs, including
size, type and species of plantings;
- Design for park entrance signs, using the current Park Ordinance Sign design
as the model
- The manual should have a rural theme reflective of the goals, objectives and
intent specified in the above named plans while keeping with the character of the
community.
6.0 Public Participation Plan
The management of the Parks and Recreation Assessment during the 90 -day
contract period will be provided by the Parks and Recreation representative for
the City of Milton. The Parks and Recreation Advisory Committee shall be the
primary body representing the citizens of Milton and recreation interest groups.
6.1 Meetings
The Consultant in conjunction with the Parks and Recreation Representative for
the City of Milton will schedule five meetings in Milton regarding input into the
Assessment. The Consultant will officiate at these meetings. Additionally, the
Consultant shall record and draft all notes and minutes for all meetings below,
and shall send such minutes to the Parks and Recreation Representative within
48 hours of the meeting. Meeting notes and minutes shall be reviewed by staff,
and any corrections seat to Consultant for correction and re -submittal. The
Parks and Recreation Representative will serve as staff support and be
responsible for notifications, scheduling of meeting rooms and times, and
assistance with logistical issues. The meetings shall be broken down as follows -
6.1 .1
ollows:
6.1.1 First Meeting
The first meeting small be with the Milton City Manager or his designate, Parks
and Recreation Representative, Public Works Director, and any other staff as
may be necessary, and shall include site visits to each site listed in Section 2.0.
During this meeting:
-Consultant and staff shall review overall objectives of the Comprehensive
Assessment;
-Discuss roles and responsibilities of the staff and advisory board;
-All members of the design team shall be present at this meeting, and shall be
expected to ask any historical and background questions of staff in order to
ensure as complete an understanding of all the facilities and philosophies as
possible during site visits;
-Consultant shall meet (evening meeting) with as many members of the Parks
and Recreation Advisory Committee as can be present, and shall make a brief
presentation regarding the day's site visits and fact-finding to the Committee;
-Listen to and record priorities of the advisory board regarding their
understanding of the Scope of the Assessment, and leave with an understanding
and agreement of primary issues which need to be addressed;
-Prepare a simple inventory information form to distribute to the Advisory Board
which will ask for any information they may have regarding unique recreation and
park opportunities that exist outside the public sector (see Section 4.0);
-Consultant shall introduce a timeline, with milestone dates, regarding progress
toward completion of the project;
-Consultant shall recommend a schedule for all remaining meetings, and shall
coordinate meeting times and dates with staff to ensure maximum participation.
6.1.2 Second Meeting
The second meeting shall be held at the 33% of work completed mark. The
purpose shall be to present to the staff and advisory committee the status and
direction of the assessment. , Host a design charette workshop for Birmingham
Park and a brainstorm workshop for potential highest and best uses for the
Crabapple and Bethwell Community Buildings. At this meeting, the Consultant
shall provide the following based on the conditions as described in Section 2.0:
-Host a design charette for conceptual design of Birmingham Park. Consultant
shall bring overhead, topographic, and site maps of the park and shall split the
Advisory Board into design teams in order to gamer design ideas. During this
process, the Advisory Board will be instructed as to the $100,000dollar budget
and what is reasonable for that amount of money. Additionally, the charette
exercise will include program, administrative and renovation ideas for the house
at Birmingham Park;
- Introduce 11 x17 plans for the two community buildings and solicit input and
incorporate ideas on highest and best uses into the draft plan,-
-Introduce
lan,-Introduce 11 x17 site plan for development options for Providence Park;
-Introduce 11x17 site plan for Bell Memorial Park, noting any recommended
efficiencies of design, parking efficiencies and recommendations for use of the
tennis court area;
-Preliminary options for park amenities design, including a list of at least 3
different style and color options for review by the Advisory Board.
During this meeting, the consultant shall take input from the staff and Advisory
Committee, and incorporate pertinent and relevant data into the draft plan.
6.1.3 Third Meeting
The third meeting shall be at the fib% completion point. This shall be an open
meeting held in the City Council Chambers and all citizens of the City of Milton
shall be invited. Plans shall be presented that incorporate the changes that were
made from the previous meeting. At this meeting, the Consultant shall present
the updated draft plans and ask for input in a format that will most efficiently
incorporate comments from the citizens who will attend, realizing that 100 or
more people may be in attendance. All citizen comments shall be recorded and
documented in a format determined by the Consultant, and shall be included as
an Addendum to the final Assessment document. Consultant shall devise a
method to encourage comments from citizens on each of the following sites as
discussed in Meeting #2:
-full (foam board) size draft plan for Birmingham Park development;
-full (foam hoard) size draft plans and ideas for the community buildings;
-full (foam hoard) size draft plan for Providence Park;
-full (foam board) size draft plan for Bell Memorial Park incorporating ideas for
use of the tennis court area;
-Based on input from Meeting #2, at least 2 examples of park amenities and
design features and note the Advisory Board's preference.
During this meeting, the consultant shall take input from the Advisory Committee
and any citizens wishing to comment, and incorporate pertinent and relevant data
into the draft plan.
6.1.4 Fourth Meeting
The fourth meeting small be to present the draft Comprehensive Assessment to
the City Council in a work session. This will allow the City Council, in addition to
staff and members of the Advisory Committee, to address any issues and answer
any questions from the City Council regarding the plan in a work session
environment.
6.1.5 Fifth Meeting -
The final meeting shall be to present the completed Comprehensive Assessment
to the City Council in formal session.
7.0 Timeline
The Consultant shall deliver the above items no later than ninety (90) days after
the Notice to Proceed. The consultant will be required to provide status of
deliverables to the Parks and Recreation Representative every 39 days through
project completion.
EXHIBIT "B"
Key Personnel
James L. Sipes
Michael S. O'Brien
Micah Lipscomb
EXHIBIT "E"
STATE OF GEORGIA
CITY OF MILTON
CONTRACTOR AFFIDAVIT AND AGREEMENT
By executing this affidavit, the undersigned contractor verifies its compliance with
0.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which
is contracting with the City of Milton has registered with and is participating in a federal
work authorization program, in accordance with the applicability provisions and
deadlines established in O.C.G.A. § 13-10-91.
The undersigned further agrees that, should it employ or contract with any
subcontractor(s) in connection with the physical performance of services pursuant to this
contract with the City of Milton, contractor will secure from such subcontractor(s) similar
verification of compliance with O.C.G.A. § 13-10-91 on the Subcontractor Affidavit
provided in Rule 300-10-01-.08 in the form attached hereto as Exhibit "1." Contractor
further agrees to maintain records of such compliance and provide a copy of each such
verification to the City of Milton at the time the subcontractor(s) is retained to perforin
such service.
.7
EE asic Pilot Pr grata User Identification Number
yh 2-) zoo
BY: Authorized Officer or Agent Date
(Con
tractor Name)
m fry -51&�
Title of Authorized Officer or Agent of Contractor
e{(f4,—
Printed Name of Authorized Officer or Agent
SUBSCRIBED AND SWO ��ystr�„fd
BEFORE ME ON THISM E
bAY OF U � � 200ci
Notary Public c
My Commission Expir
2-D-1)
STATE OF GEORGIA
CITY OF MILTON
EXHIBIT "F"
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 (name of
contractor) on behalf of the City of Milton has registered with and is participating in a
federal work authorization program, in accordance with the applicability provisions and
deadlines established in O.C.G.A. § 13-10-91.
V 4
EEV 1 Basic Pilot Program User Identification Number
BY: Authorized Officer or Agent Date
(Subcontractor Name)
Title of Authorized Officer or Agent of Subcontractor
Printed Name of Authorized Officer or Agent
SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
DAY OF 200
Notary Public
My Commission Expires:
City of Milton
13000 Deerfield Parkway Suite 107C Milton, Georgia 30004
To: Honorable Mayor and City Council Members
From: Dan Drake, Public Works Director
Date: March 26, 2009 for the April 13, 2009 Council meeting
Agenda Item: Acceptance of Bethany Road Petition
Background:
The residents of Bethany Road between the intersections of Mayfield Road and Providence
Road signed a petition dated March 25, 2005 and submitted the petition to Fulton County
Traffic Section and related offices. A copy (not the original) of this petition was submitted to
Milton Public Works by Mr. Tim Enloe in the fall of 2008. The undersigned on the petition were
requesting the following:
1. Lower the speed limit from 45 mph to 35 mph
2. The posting of more 35 mph signs
3. Install speed “grids” in at least three areas where Bethany Road tends to turn
4. Monthly speed “Sting” operations that would be performed at random per North Fulton
Police Dept’s discretion during rush hour
5. Increased North Fulton Police presence.
This petition included 51 signatures.
Discussion:
It is recommended to place this item on the New Business portion of the agenda since Public
Works Staff would like Council direction on accepting a copy of a petition signed 20 months
prior to the incorporation of the City of Milton.
Attachments:
Copy of Petition
March. 25, 2005
TO: Fulton County Traffic Section & Related Offices
FROM: Residents of Bethany Road between the intersections of Mayfield and
Providence Rds.
CC: Tim Enloe
13005 Bethany Road.
Alpharetta, GA 30004
770 653 0552
Re: Speed & Traffic Concerns
Dear Sir 1 Madam:
As each year has gone by, our once lonely road of Bethany has become a very dangerous
place. Today's commuter pushes the speed far above the currently posted 45mph. It is not
uncommon for our residents to be put in harms way by simply checking their snail box or
pulling out of their driveway. Many of our neighbors have unfortunately been involved in
very serious accidents in recent years due to this speeding issue. With the continued
growth to N. Fulton and surrounding counties in addition to Milton High School opening
on August 15, 2005, this problem is not likely to get any better. Our residents need your
help! We, the undersigned, request the following be put into place no later than August
1st, 2005:
1. Lower the speed limit from 45rnph to 35mph.
2. The posting of more 351nph speed limit signs.
3. Install speed "grids" in at least three areas where Bethany Road tends to turn.
4. Monthly speed "Sting" operations that would be performed at random per North Fulton
Police Dept's discretion during rush hour.
5. Increased North Fulton Police presence.
Thank you for your time and quick attention to this matter.
:5j
7;2
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City of Milton
13000 DeerfleId Parkway, Milton, Georgia 30004
To: Honorable Mayor and City Council Members
From: ML Marietta, Assistant to the City Manager
Date: Submitted on March 31, 2009 for the April 13, 2009 Council Meeting
Agenda Item: Approval for an Application to the Department of Justice for a 2009 COPS Hiring
Grant
City Manager's Office Recommendation
Approve the request to summit a grant application with the Department of Justice's Community
Oriented Policing Program to defray the costs of hiring police officers.
Background
The City of Milton currently employs approximately 1.0 officers per 1000 residents. According to
the FBI's Crime in the United States for 2007 (the most recent available data), the average
number of sworn officers per thousand residents in the southeast is 2.3 (in cities with
populations similar in size to Milton's). While this heuristic does indicate we need to double our
police force, call volume and other factors argue that we do not need quite as large a
department of many similar jurisdictions. However, it demonstrates the need for some growth
on the part of the department.
Specifically, the COPS program addresses hiring officers for community oriented policing
programs. However, in the Recovery Act of 2009, this program was also expanded to prevent
layoffs or defunding of positions due to economic distress. In an attempt at fiscal due diligence,
Milton Police are currently allowing one position to lie fallow. We also would like to establish an
aggressive community oriented policing program that befits the character of our City and the
desires of our residents.
Discussion
For the 2009 Recover Act COPS grant, the police Department would like to apply for a grant to
fill the currently vacant position, and to add two additional positions in order to establish and
enhance our community oriented policing capacity. The community positions would serve as
coordinators of public outreach and prevention activities in the City and would bolster uniform
patrol/criminal investigations officers as the city's crime trends dictate. They will maintain
contact with the various Homeowner's Associations and community groups, maintain crime
analysis data and even support investigators by targeting community issues such as gang or
drug activity.
Funding and Fiscal Impact
According to the Recovery Act, the current COPS grant has no match, but funding is limited to
pay and benefits of an entry level officer over the three year grant period {approximately
City of Milton
13000 ❑eerfie€d Parkway, Milton, Georgia 30004
$48,540 per officer). The City will have to provide the other accoutrements {car, equipment,
etc}. Additionally, after the end of the third year of grant funding, the City is required to maintain
the position for one more year without federal assistance. This grant will nevertheless equal
approximately $500,000 benefit to the City.
Alternatives:
The Department may not apply for grant funds and simply continue to operate at current levels.
Concurrent Review:
Chris Lagerbloom, City Manager
❑eb Harrell, Police Chief
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
To: Honorable Mayor and City Council Members
From: Alice Wakefield, Community Development Director
Date: April 1, 2009 for Submission onto the April 13, 2009 City Council
Meeting
Agenda Item: Approval of a Resolution to enter into a Contractual Agreement with
ECOS Environmental Design, Inc. for the Comprehensive
Plan/Community Agenda Public Participation Facilitator
CMO (City Manager’s Office) Recommendation:
To approve the attached resolution to enter into a contractual agreement with ECOS
Environmental Design, Inc. for the Comprehensive Plan/Community Agenda Public
Participation Facilitator
Background:
Milton’s first Comprehensive Plan development process was initiated in 2007.
Utilizing the new Georgia Standards and Procedures for Local Comprehensive
Planning, the City has successfully completed the Community Participation Plan
(CPP), the Community Assessment and a Partial Plan Update.
The City of Milton through its Comprehensive Planning Advisory Committee (CPAC)
and the Community Development Department is undertaking the task of completing
the final phase of the City’s Comprehensive Plan - the Community Agenda. A critical
component of this effort is citizen participation. Both CPAC and staff understand the
importance of an objective and comprehensive public participation approach. The
planning process calls for several community meetings over the next several months
where citizens can provide input and guidance to this process. This public meeting
effort will require the assistance of a qualified consultant/firm to facilitate a series of
public meetings.
Bids were sent out to seven qualified consulting firms. Five of those firms responded.
The firms included, ECOS Environmental Design, Inc., Cooper Consulting Company,
POND, Sizemore Group, and Jordon, Jones & Goulding (JJG). The bid amounts
ranged from $12,931.45 to $48,458.75. After careful review by a three member
consultant review committee and the City Manager, ECOS Environmental Design, Inc
(ECOS) was selected as the most responsible bidder.
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
Discussion:
This resolution approves the entering into an agreement with ECOS at a cost of
$12,931.45 to serve as the facilitator during the public participation portion of the
Comprehensive Plan/Community Agenda planning process. This service includes
facilitating three meetings as follows:
Planning Meeting/Workshop
Before actual work begins, the CPAC Chairman, the Community Development Director,
City Staff, the City Manager, and at least 2 CPAC members will meet with the consulting
to set the foundation for the public involvement process. The purposes for this meeting
will be to:
Review background information provided to Consultant and discuss any
concerns;
Review overall project objectives;
Define the work program
Define how data will be should be collected;
Discuss roles and responsibilities related to the logistics of the various tasks;
Discuss how the financial model will be incorporated
Discuss how the survey will be incorporated
Agree upon a schedule for the identified meetings if the tentative schedule
provided herein is not satisfactory, limited to meeting the timeline established;
Review communication protocols and initial activities, including person
responsible and deliverable dates;
Identify data needed and their sources of information including maps, visual
aids and material needed; and
Agree upon the primary structure and issues and conditions to be addressed for
the kickoff/visioning and charrette workshop.
Discuss meeting with the CPAC prior to the Kickoff/Visioning meeting and the
Land Use Charrette.
Kickoff/Visioning Workshop
This public meeting will include a presentation covering the purpose and limitations of
comprehensive planning, an overview of the process to complete the comprehensive
plan and a demonstration of the existing baseline of information collected in the
Community Assessment phase. The visioning portion of the meeting will include a
presentation of the issues and opportunities identified during the community
assessment. The public will engage in discussion to determine a collaborative vision for
future development, preservation, and develop a list of recommended policies for the
City of Milton
13000 Deerfield Parkway, Suite 107 Milton, GA 30004
City. As part of the visioning, a discussion of sustainable development practices is
required.
Land use/Character Area Planning Charrette Workshop
This workshop will include a presentation of the Future Land Use Map, The Character
Area Map and the Financial Model. It is anticipated to be a long (all-day) session or a
two part series in the form of a Charrette. The process will gather opinions from a
broad range of participants as to their goals and objectives for preservation,
sustainability of current land uses, future growth and development, and other
community-based improvements. The process will provide for input from various
identified stakeholders groups.
The purpose of these events is to gather public opinion for insertion into the Community
Agenda, which is the articulation of community vision, goals, and associated implementation
programs. The Consultant will document the public participation strategy and conduct the
visioning exercises per state standards. The “vision” will acknowledge and build on the City’s
mission/vision statement. The Consultant will assist the participants in brainstorming during
the visioning process.
As a product of this planning workshop, the Consultant will produce a detailed report of those
ideas/comments/visions developed during this process organized in a way that will facilitate
the development of the Community Agenda document itself, consistent with State standards.
.
Alternatives:
There are no reasonable alternatives to this resolution.
Concurrent Review:
Chris Lagerbloom, City Manager
STATE OF GEORGIA
COUNTY OF FULTON RESOLUTION NO. _________
A RESOLUTION OF THE CITY COUNCIL OF MILTON TO ENTER INTO A
CONTRACTUAL AGREEMENT WITH ECOS ENVIRONMENTAL DESIGN, INC.
AS THE CONPREHENSIVE PLAN/COMMITTEE AGENDA
PUBLIC PARTICIPATION FACILITATOR
BE IT Resolved by the City Council of the City of Milton while in regular session on the
_____ of April, 2009 at 6:00 pm:
WHEREAS, on March 23, 2009, a three member consultant proposal review committee for the
City of Milton unanimously approved the consulting firm of ECOS Environmental Design, Inc. as
the preferred consulting firm for the Comprehensive Plan/Community Agenda Public
Participation Facilitator; and
WHEREAS, the City of Milton required all proposed contracts to be approved by the Mayor and
City Council prior to entering into a contract; and
WHEREAS, the City of Milton created a competitive request for proposals and bid process,
where a total of five consulting firms submitted proposals; and
WHEREAS, ECOS Environmental Design, Inc. submitted a cost proposal not to exceed
$12,931.45 as the Comprehensive Plan/Community Agenda Facilitator to facilitate the public
participation portion of the Community Agenda.
WHEREAS, the Mayor and City Council of the City of Milton shall approve the contract amount
and any future cost proposal amendments based on the change order policy for approval; and
NOW, THEREFOR, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF MILTON this _____day of April, 2009.
Approved:
__________________________
Joe Lockwood, Mayor
Attest:
_____________________________
Jeanette R. Marchiafava, City Clerk