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07-16-2012-Packet
Page 1 of 4 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 Matt Kunz Bill Lusk Burt Hewitt Joe Longoria Lance Large Monday, July 16, 2012 Regular Council Meeting Agenda 6:00 PM INVOCATION - Jason Howard, Director of Adult Ministries at Stone Creek Church, Milton, Georgia CALL TO ORDER 1) ROLL CALL 2) PLEDGE OF ALLEGIANCE (Led by the Mayor) 3) APPROVAL OF MEETING AGENDA (Add or remove items from the agenda) (Agenda Item No. 12-165) 4) PUBLIC COMMENT 5) CONSENT AGENDA 1. Approval of the July 2, 2012 Regular Council Minutes. (Agenda Item No. 12-166) (Sudie Gordon, City Clerk) 2. Approval of Financial Statements for the Period Ending June, 2012. (Agenda Item No. 12-167) (Stacey Inglis, Finance Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JULY 16, 2012 Page 2 of 4 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. 3. Approval of a Professional Services Agreement between the City of Milton and Stantec Consulting Services, Inc. for Lighting Design for Birmingham Highway at Providence Road Intersection. (Agenda Item No. 12-168) (Carter Lucas, Public Works Director) 4. Approval of a Professional Services Agreement between the City of Milton and Precision Planning for Conceptual Plan and Cost Estimate for Hopewell House Renovations. (Agenda Item No. 12-169) (Carter Lucas, Public Works Director) 5. Approval of a Resolution and Local Government Lighting Project Agreement with Georgia Department of Transportation for Project HPP00-0005-00(448) SR 372/Birmingham Highway at Providence Road Roundabout and Submission of Letter for Determination of Applicability of Force Account Method. (Agenda Item No. 12-170) (Carter Lucas, Public Works Director) 6. Approval of a Professional Services (Change Order) between the City of Milton and BM&K, P.C. for Right of Way Services – Hopewell Road/Cogburn Road at Francis Road/Hopewell Road. (Agenda Item No. 12-171) (Carter Lucas, Public Works Director) 7. Approval of a Professional Services Agreement between the City of Milton and Kimley- Horn and Associates for Conceptual Design Services and Probable Cost Estimates Related to the Expansion of Bell Memorial Park in the Amount of $5,600. (Agenda Item No. 12-172) (John Rebar, Parks & Recreation Director) 8. Approval of a Professional Services Agreement between the City of Milton and Tunnell, Spangler & Associates, Inc. for the Purpose of Providing Professional Planning Services for the Deerfield Area. (Agenda Item No. 12-173) (Kathleen Field, Community Development Director) 9. Approval of a Professional Services Agreement between the City of Milton and Rick Pruetz, F.A.I.C.P., for the Purpose of Providing Professional Services to Develop a Transfer of Development Rights Ordinance for the “Regional Activity Center” Sub-Area as Defined within the Highway 9/Georgia 400 Master Plan. (Agenda Item No. 12-174) (Kathleen Field, Community Development Director) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JULY 16, 2012 Page 3 of 4 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. 6) REPORTS AND PRESENTATIONS 1. Presentation of the National Wildlife Habitat Community Certification Project. (Presented by Will Check, City Intern) 2. Discussion of Potential Uses of Transportation Investment Act Discretionary Funding. (Presented by Carter Lucas, Public Works Director) 7) FIRST PRESENTATION (None) 8) PUBLIC HEARING (None) 9) ZONING AGENDA 1. RZ12-07/VC12-04 – Redd Road (North Side) with a Frontage of 1,083.97 Feet by Redd Road Properties, LLC. To Rezone from AG-1 to CUP to Develop a 15 Unit Single Family Subdivision and a Three Part Concurrent Variance to Reduce the 50 Foot Setback for a New Street to 10 Feet Along the East and West Property Lines (Section 64-2397); To Delete the Curb and Gutter and Sidewalks for All Roads Within the Subdivision. (Section 64-2393). (Agenda Item No. 12-161) (First Presentation at the July 2, 2012 Regular Council Meeting) (Kathleen Field, Community Development Director) 10) UNFINISHED BUSINESS 1. To Amend Chapter 10, Buildings and Building Regulations, Article II, Division 2, Subdivision III, Section 10-91, Conditions of the Permit, As It Pertains to Expiration of Permits. (Agenda Item No. 12-162) (First Presentation at the July 2, 2012 Regular Council Meeting ) (Wade Greene, Building Official) 11) NEW BUSINESS 1. Approval of a Contract between the City of Milton and Emergency Communications Network, LLC for the Provision of Emergency Notification to the Citizens of Milton. (Agenda Item No. 12-175) (Matt Marietta, Fire Marshal) MILTON CITY COUNCIL REGULAR COUNCIL MEETING JULY 16, 2012 Page 4 of 4 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. 2. Approval of an Application for Privatization of the Streets within The Highlands at Echelon Subdivision. (Agenda Item No. 12-176) (Carter Lucas, Public Works Director) 3. Approval of a Waiver of Conflict regarding Jarrard & Davis, LLP’s Representation of the City of Milton in Relation to the IGA and Sublease Agreement between the City of Milton and City of Milton Public Buildings and Facilities Authority. (Agenda Item No. 12-177) (Ken Jarrard, City Attorney) 4. Approval of an Intergovernmental and Sublease Agreement between the City of Milton and City of Milton Public Buildings and Facilities Authority. (Agenda Item No. 12-178) (Ken Jarrard, City Attorney) 12) MAYOR AND COUNCIL REPORTS 13) STAFF REPORTS 14) EXECUTIVE SESSION (if needed) 15) ADJOURNMENT (Agenda Item No. 12-179) The minutes will be Provided electronically City of Milton 13000 Deerfield Parkway Suite 107G Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Stacey Inglis, Finance Director Date: July 16, 2012 City Council Meeting Agenda Item: Financial Statements for Period 9 –June 2012 OVERVIEW and FINANCIAL HIGHLIGHTS: General Fund Revenue collections for the General Fund are 4.8% higher than anticipated for the eighth period of the fiscal year. Total expenditures to‐date are $13,664,198 and are 3.8% less than expected for this period of the fiscal year. Capital Project Fund Expenditures within this fund continue to occur on a project‐by‐project basis. With a total project expenditure budget of $10,577,056, capital expenditures‐to‐date total $1,408,686. FINANCIAL OPERATIONS: Tree Replacement Fund: Balance: $15,505 Sidewalk Replacement Fund: Balance: $80,308 1 of 9 City of Milton STATEMENT OF REVENUES & EXPENDITURES General Fund For the Period Ending June 2012 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Property Tax 7,834,327 14,331 12,943 1,388 370,679 368,072 2,607 Motor Vehicle Tax 550,000 50,094 45,833 4,261 374,165 366,667 7,499 Intangible Tax 180,000 19,620 15,000 4,620 151,253 120,000 31,253 Real Estate Transfer Tax 37,000 5,610 3,083 2,526 26,900 24,667 2,233 Franchise Fees 1,700,000 66,415 59,500 6,915 1,019,792 1,020,000 (208) Local Option Sales Tax 3,825,000 353,999 318,750 35,249 2,639,224 2,550,000 89,224 Alcohol Beverage Excise Tax 275,000 27,828 22,917 4,911 192,809 183,333 9,476 Business & Occupation Tax 540,000 33,386 27,000 6,386 588,506 540,000 48,506 Insurance Premium Tax 1,500,000 - - - - - - Financial Institution Tax 32,795 - - - 32,795 32,795 - Penalties & Interest 36,105 8,934 981 7,952 45,251 33,005 12,246 Alcohol Beverage Licenses 140,000 - - - 134,550 134,400 150 Other Non-Business Permits/Licenses 11,700 806 975 (169) 8,881 8,775 106 Zoning & Land Disturbance Permits 26,350 4,607 2,196 2,411 29,090 19,763 9,327 Building Permits 225,000 18,590 18,750 (160) 208,002 168,750 39,252 Other Charges for Service 432,190 19,100 32,034 (12,934) 321,868 275,809 46,059 Municipal Court Fines 451,000 - 83 (83) 326,121 300,750 25,371 Interest Earnings 15,000 - 1,250 (1,250) 12,358 11,250 1,108 Contributions & Donations 5,875 - 490 (490) 5,875 4,406 1,469 Other Revenue 96,146 2,990 4,012 (1,022) 47,158 72,110 (24,951) Other Financing Sources 34,000 4,962 4,167 796 4,989 4,167 823 Total Revenues 17,947,488 631,271 569,964 61,307 6,540,267 6,238,717 301,550 Actual Budgeted Variance over/(under)Actual Budgeted Variance over/(under) Mayor and Council 193,051 15,217 15,910 (693) 115,153 126,403 (11,249) Clerk of the Council 227,406 15,637 19,897 (4,259) 152,854 165,014 (12,161) City Manager 294,937 29,642 28,774 868 215,118 217,149 (2,031) General Administration 39,110 1,084 3,259 (2,176) 26,880 29,333 (2,453) Finance 495,873 24,914 32,954 (8,039) 342,350 361,879 (19,529) Legal 260,000 17,487 21,667 (4,179) 144,070 151,667 (7,597) Information Technology 535,557 38,105 41,460 (3,354) 399,463 424,177 (24,713) Human Resources 250,165 15,954 18,062 (2,109) 163,676 175,190 (11,514) Ri k M t 191 500 (36 395)15 958 (52 354)115 218 143 625 (28 407) Revenues Annual Budget Current Month Year-to-Date Operating Expenditures Annual Budget Current Month Year-to-Date Risk Management 191,500 (36,395) 15,958 (52,354) 115,218 143,625 (28,407) General Government Buildings 525,439 82,512 42,893 39,618 434,602 438,194 (3,592) Public Information & Marketing 90,910 5,412 6,168 (755) 62,666 65,178 (2,512) Municipal Court 237,454 17,581 18,194 (613) 157,561 169,783 (12,222) Police 2,880,211 191,036 226,554 (35,518) 2,001,331 2,085,823 (84,492) Fire 4,289,443 274,902 347,717 (72,815) 3,020,403 3,158,128 (137,726) EMS Operations 140,988 11,021 11,749 (728) 99,187 105,741 (6,554) Public Works 1,574,116 162,198 144,933 17,266 1,030,547 1,142,862 (112,315) Parks & Recreation 384,035 37,535 29,664 7,872 220,717 258,474 (37,757) Community Development 820,629 56,192 62,265 (6,073) 563,403 589,244 (25,841) Debt Service - Capital Lease Payment 807,311 - - - 807,310 807,310 - Operating Transfers to Other Funds 5,418,181 587,325 - 587,325 3,591,688 3,591,688 - Operating Reserve 100,000 - - - - - - Total expenditures 19,756,316 1,547,359 1,088,075 459,284 13,664,198 14,206,861 (542,663) Net Income/(Loss)(1,808,828) (916,088)(7,123,930) Fund Balance - Beginning 9,295,628 Fund Balance - Ending 2,171,698 2 of 9 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Milton Roundup Vendor Fee 4,000$ 4,000$ -$ 1,034$ (2,966)$ Earth Day Vendor Fee 240 240 - 1,270 1,030 Interest Revenues 100 100 - 46 (54) Milton Roundup Sponsor 12,000 12,000 - 3,000 (9,000) Earth Day Sponsor - - - 1,750 1,750 Concert Sponsor 1,500 1,500 - - (1,500) Donations/Better World Books - - 81 81 81 T-shirt Sales 250 250 - 169 (81) Mayor's Run Reg. Fees 5,240 5,240 - 2,229 (3,011) Total revenues 23,330$ 23,330$ 81$ 9,579$ (13,751)$ EXPENDITURES Current: Special Events 86,280$ 86,280$ 2,995$ 64,613$ 21,667$ Total Expenditures 86,280$ 86,280$ 2,995$ 64,613$ 21,667$ OTHER FINANCING SOURCES (USES) Transfers in from Hotel/Motel Tax Fund 30,000$ 30,000$ -$ 30,000$ -$ Total other financing sources and uses 30,000$ 30,000$ -$ 30,000$ -$ Net change in fund balances (32,950)$ (32,950)$ (25,034)$ Fund balances - beginning 62,563 City of Milton Special Events Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 gg Fund balances - ending 37,529$ 3 of 9 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Cash Confiscations/State Funds -$ -$ -$ -$ Cash Confiscations/Fed Funds/US Marshal - - 14,458 14,458 Cash Confiscations/HIDTA - - Interest Revenues/State Funds - - 42 42 Interest Revenues/Federal Funds - 13 Realized Gain on Investments/State Funds - - - Budgeted Fund Balance - - - - Total revenues -$ -$ 14,514$ 14,500$ EXPENDITURES Current: Police -$ -$ 8,281$ (8,281)$ Total Expenditures -$ -$ 8,281$ (8,281)$ OTHER FINANCING SOURCES (USES) Transfers in from General Fund -$ -$ -$ -$ Total other financing sources and uses -$ -$ -$ -$ Net change in fund balances -$ 6,233$ Fund balances - beginning 89,270 Fund balances - ending 95,503$ City of Milton Confiscated Assets Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 4 of 9 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Wireless 911 Fees 700,000$ 779,486$ 33,683$ 465,250$ (314,236)$ Interest Revenue - 680 - 474 (206) Total revenues 700,000$ 780,166$ 33,683$ 465,724$ (314,442)$ EXPENDITURES Current: Public Safety 681,400$ 761,566$ 1,599$ 516,674$ 244,892$ Total Expenditures 681,400$ 761,566$ 1,599$ 516,674$ 244,892$ OTHER FINANCING USES Unallocated 18,600$ 18,600$ -$ -$ (18,600)$ Total other financing sources and uses 18,600$ 18,600$ -$ -$ (18,600)$ Net change in fund balances -$ -$ (50,951)$ Fund balances - beginning 604,821 Fund balances - ending 553,870$ City of Milton E-911 Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 5 of 9 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Intergovernmental Revenues SAFER Grant 30,096$ 30,096$ -$ 16,777$ (13,319)$ Bulletproof Vest Program - 760 - 761 1 Byrne-JAG Grant - 14,618 - 14,618 - GDCC Mini Grants - 16,031 - 8,131 (7,900) FRESH Grant - 3,770 - 3,770 0 Interest Revenues - - - 10 10 Total revenues 30,096$ 65,275$ -$ 44,068$ (21,207)$ EXPENDITURES Current: General Administration 3,350$ 19,381$ 1,324$ 12,793$ 6,588 Police - 15,378 19,005 34,384 (19,006) Fire 133,760 133,760 - 56,463 77,298 Parks & Recreation - 3,770 3,117 3,117 653 Total Expenditures 137,110$ 172,289$ 23,446$ 106,756$ 65,533$ Excess of revenues over expenditures (107,014) (107,014) (23,446) (62,689) 44,325 OTHER FINANCING SOURCES (USES) Transfers in from General Fund 103,664$ 103,664$ -$ 39,146$ (64,518)$ Total other financing sources and uses 103,664$ 103,664$ -$ 39,146$ (64,518)$ Net change in fund balances (3,350) (3,350) (23,543) City of Milton Operating Grant Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 Fund balances - beginning 10,671 Fund balances - ending (12,872)$ 6 of 9 Original Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Taxes Hotel/Motel Taxes 40,000$ 4,962$ 34,989$ (5,011)$ Total revenues 40,000$ 4,962$ 34,989$ (5,011)$ OTHER FINANCING SOURCES/(USES) Transfers out to General Fund 10,000$ 4,962$ 4,989$ (5,011)$ Transfers out to Special Events Fund 30,000 - 30,000 - Total other financing sources and uses 40,000$ 4,962$ 34,989$ (5,011)$ Net change in fund balances - - Fund balances - beginning - Fund balances - ending -$ City of Milton Hotel/Motel Tax Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 7 of 9 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Charges for Service Infrastructure Maintenance Fee 65,000$ 65,000$ 177$ 30,524$ (34,476)$ Sidewalk Replacement Account - - - - - Crabapple Paving Fee - 8,400 - 9,450 1,050 Tree Recompense - 3,500 - 3,500 - Landfill Host Fees 100,000 80,000 - 38,238 (41,762) HYA Fees 16,500 16,500 - 7,363 (9,138) Interest Revenue 2,000 2,000 - 4,996 2,996 Realized Gain or Loss on Investments 2,000 2,000 - - (2,000) Insurance Proceeds/Public Works - - - - - Atlanta HIDTA Stipend - 3,000 - 1,500 (1,500) Capital Lease Proceeds 144,000 - - - - Total revenues 329,500 180,400$ 177$ 95,571$ (84,829)$ EXPENDITURES Capital Outlay City Council 225,000$ 237,706$ 9,230$ 87,220$ 150,486$ IT 49,317 49,317 - 37,913 11,404 Police 343,057 346,057 1,527 224,171 121,886 Fire 548,214 550,246 - 92,895 457,351 Public Works 6,403,095 6,411,495 146,206 753,056 5,658,439 Parks & Recreation 1,772,730 2,806,730 67,333 158,957 2,647,773 Community Development 292,005 175,505 6,932 54,474 121,031 City of Milton Capital Project Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 Total Capital Outlay 9,633,418$ 10,577,056$ 231,228$ 1,408,686$ 9,168,370$ Excess of revenues over expenditures (9,303,918) (10,396,656) (231,051) (1,313,115) (9,253,199) OTHER FINANCING SOURCES/(USES) Transfers in from General Fund 3,505,688$ 4,587,389$ 508,480$ 3,061,948$ (1,525,441)$ Unallocated (106,441) - - - - Total other financing sources and uses 3,399,247 4,587,389 508,480 3,061,948 (1,525,441) Net change in fund balances (5,904,671) (5,809,267) 1,748,833 Fund balances - beginning 5,809,267 Fund balances - ending 7,558,100$ 8 of 9 Original Budgeted Amounts Amended Budgeted Amounts Current Period Actuals Year-to-Date Actuals Variance with Final Budget - Positive (Negative) REVENUES Intergovernmental Revenues GDOT HPP Funds 3,195,498$ 3,195,498$ -$ 96,564$ (3,098,934)$ LCI Funds 100,000 200,000 - 72,800 (127,200) GA Urban Forestry Grant 20,000 20,000 - - (20,000) MARTA Grant 321,326 321,326 - 90,000 (231,326) Interest Revenues - 1,500 - 1,157 (343) Total revenues 3,636,824$ 3,738,324$ -$ 260,521$ (3,477,803)$ EXPENDITURES Capital Outlay Public Works 5,163,448$ 5,163,448$ 48,568$ 200,689$ 4,962,759$ Community Development 139,000 259,000 - 134,000 125,000 Total Capital Outlay 5,302,448$ 5,422,448$ 48,568$ 334,689$ 5,087,759$ Excess of revenues over expenditures (1,665,624) (1,684,124) (48,568) (74,168) 1,609,956 OTHER FINANCING SOURCES (USES) Transfers in from General Fund 570,696$ 727,128$ 78,844$ 490,595$ (236,533)$ Total other financing sources and uses 570,696$ 727,128$ 78,844$ 490,595$ (236,533)$ Net change in fund balances (1,094,928) (956,996) 416,427 Fund balances - beginning 956,996 Fund balances - ending 1,373,423$ City of Milton Capital Grant Fund Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget and Actual For the Period Ended June 30, 2012 9 of 9 City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: July 3, 2012 Council Date: July 16, 2012 Agenda Item: Approval of a Professional Services Agreement (Task Order) with Stantec Consulting Services, Inc. for Lighting Design for Birmingham Hwy at Providence Rd Intersection Location Map Discussion: Stantec, formerly Street Smarts, was selected as one of our on call planning and engineering consultants and they were approved by Mayor and Council on October 20, 2008. Stantec was selected for this task as the most qualified, already bid, on call consultant for this project. The work to be completed under this Agreement (the “Work”) is referenced in the Contract. Individual project work will be defined by task orders. This task order is subject to the terms and conditions of the Street Smarts - City master agreement dated November 12, 2008 and shall serve as authorization by the City of Milton to (“Consultant”) to perform the services described therein. Project Location City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 This task order is for electrical design, lighting layout with circuitry and services, GDOT photometric layout and submittal, and details and takeoffs for the roundabout intersection improvement project at Birmingham Hwy and Providence Rd. Financial: The budget for this work will be from Capital Grant Fund (GDOT HPP Funds) and 80% is reimbursable from Federal Funds through GDOT. Legal Review: Paul Higbee, Jarrard & Davis on 11/18/11 Attachments: Task Order 12-SSI-01 1 City of Milton IA5 PROFESSIONAL SERVICES AGREEMENT WITH STANTEC CONSULTING SERVICES, INC. DATED TASK ORDER 12 -SSI -01 LIGHTING DESIGN FOR BIRMINGHAM HWY AT PROVIDENCE RD INTERSECTION This TASK ORDER between the parties is entered into pursuant to the above referenced AGREEMENT (RFQ 908-001), incorporated herein by reference, and shall serve as authorization by the City of Milton to Street Smarts, Inc., now Stantec Consulting Services, Inc. (referred to herein alternately as "Consultant" and "Stantec") to perform the services described herein pursuant to the terms and conditions, mutual covenants and promises provided herein and in the AGREEMENT (RFQ 908-001). Now therefore, the parties agree as follows: Description of PROJECT: The PROJECT consists of lighting layout for intersection improvements to SR 372 Birmingham Hwy. @ CR 27 Providence/New Providence Rd. in North Fulton County, G.M.D. 121. Description of Work: The lighting plans will be provided for the proposed roundabout as part of the intersection improvements at Birmingham Hwy and Providence Rd. Plans will include the lighting layout with circuitry and services as required, Georgia Department of Transportation photometric layout and submittal, and details and takeoffs as required. Plans shall meet the approval of the City and GDOT and shall provide all necessary details for a construction bid. Plans are to be provided by Womack & Associates, Inc. based on fees scope and fees described in attached November 8, 2011 email from Bill Womack of Womack & Associates, Inc. to Kari Ward (Stantec). Design Specifications and Guidelines The CONSULTANT shall coordinate the proposed services with any proposed construction plans and within the project limits. This TASK ORDER is subject to the terms and conditions of the original AGREEMENT (RFQ 908-001) entered between the parties. General Scope of Service: The WORK under this TASK ORDER is to be commenced upon CONSULTANT'S receipt from the City of a written "Notice to Proceed" (NTP) for each phase. The WORK will be completed within 12 months after Notice to Proceed. The CONSULTANT shall prepare a schedule showing milestone completion dates based on completing the WORK within 12 months (hereinafter referred to as the "Schedule for Completion"), excluding City review time. The Schedule for Completion will be revised to reflect the actual NTP date and will be updated as required throughout the project's duration. Every 30 days commencing with the execution of this TASK ORDER, the CONSULTANT shall submit to the City a written report which shall include, but not be limited to, a narrative describing actual work accomplished during the reporting period, a description of problem areas, current and anticipated delaying factors and their impact, explanations of corrective actions taken or planned, and any newly planned activities or changes in sequence (hereinafter referred to as "Narrative Report"). No invoice for payment shall be submitted and no payment whatsoever will be made to the CONSULTANT until the Schedule for Completion, and the completion of Narrative Reports are updated and submitted to the City. In no event shall payment be made by the City to the CONSULTANT more often than once every 30 days. The CONSULTANT shall coordinate and attend periodic meetings with the CITY regarding the status of the TASK ORDER. The CONSULTANT shall submit to the City transmittals of all correspondence, telephone conversations, and minutes of project meetings. The fee shall be paid as provided in the AGREEMENT; however, CONSULTANT agrees that fees are earned pursuant to the WORK performed, which in no event shall exceed $4,000 and if required, the unit prices in Attachment "A" for shop drawing review or electrical site observation review Attachments: Attachment A - Womack & Associates email dated November 8, 2011 CITY OF MILTON: CONSULTANT: By: _ Title: Name: Date: Lo Title Nam Date: �, I lei I t, -L- Ward, Kari From: Bill Womack <bwomack@womackassociates.com> Sent: Tuesday, November 08, 2011 12:25 PM To: Ward, Kari Subject: RE: Lighting Proposal Kari Below are the electrical design fees for the three projects indicated below: Hopewell and Cogburn: Electrical Design LS $ 2,500.00 Birmingham Hwy at New Providence Road: Electrical Design LS $ 4,000.00 Crabapple Intersection Improvements with Two Roundabouts: Electrical Design LS $ 6,900.00 If required for all three project: Shop Drawing Review LS $ 500.00 Electrical Site Observation Review with report — As Requested - $ 850.00 / Review Included in each of the above: 1. Lighting Layout with circuitry and services as required. 2. GDOT Photometric Layout and Submittal (for the two GDOT Projects only) 3. Details and Takeoffs as required. Please review the above and give me a call if you have any questions or comments. Thanks for the opportunity. Bill Womack Womack & Associates 770-458-3005 1 City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Carter Lucas, PE – Public Works Director Date: July 5, 2012 Council Meeting Date: July 16, 2012 Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Precision Planning, Inc to Provide Schematic Design Services for the Hopewell House Improvements Discussion: The project is to develop a schematic design plan and cost estimate for the renovation of the Hopewell House. The cost estimate is a requirement of our application for CDBG funds to assist in the renovation efforts of the house. Precision Planning, Inc. was selected to perform these services in accordance with the city’s standard purchasing policy for the procurement of professional services. Staff is recommending approval of the Professional Services Agreement with Precision Planning, Inc. in the amount of $3,990. Legal Review: Paul Higbee – Jarrard & Davis, LLP – June 8, 2012 Financial: Funding for this project is available. Attachments: 1. Professional Services Agreement j� 1 City of Milton PROFESSIONAL SERVICES AGREEMENT — SHORT FORM AGREEMENTS $10,000.00 OR LESS CONCEPTUAL DESIGN FOR THE RENOVATION OF THE HOPEWELL HOUSE This Professional Services Agreement (the "Agreement") is made and entered into this day of 201_, by and between the CITY OF MILTON, GEORGIA (hereinafter referred to as the "City"), and Precision Planning, Inc. (hereinafter referred to as the "Consultant"). WITNESSETH THAT: WHEREAS, the City desires to employ a Consultant to perform the services described herein (the "Work"); and WHEREAS, Consultant has familiarized itself with the Contract Documents, as defined below, the Work, and with all local conditions and applicable federal, state and local laws, ordinances, rules and regulations. NOW THEREFORE, the City and Consultant, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents: This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A WORK DESCRIPTION EXHIBIT B INSURANCE CERTIFICATE EXHIBIT C CONSULTANT AFFIDAVIT AND AGREEMENT EXHIBIT D SUBCONTRACTOR AFFIDAVIT EXHIBIT E SAVE AFFIDAVIT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. Section 2. The Work: Consultant shall provide all Work described in the Contract Documents. Unless otherwise stated in the Contract Documents, the Work shall include Consultant's provision of materials, labor, expenses, and any other cost or item necessary to complete the Work, which is generally described the development of a conceptual plan and cost estimate for the renovation of the Hopewell House located at 15690 Hopewell Road. Section 3. Contract Time: Consultant understands that time is of the essence of this Agreement and warrants that it will perform the Work in a prompt manner, which shall not impose delays on the progress of the Work. It shall commence Work pursuant to this Agreement on or before a date to be specified on a written "Notice to Proceed" from the City and shall fully complete the Work within 45 days of the "Notice to Proceed". Section 4. Work Changes: Any changes to the Work requiring an increase in the Contract Price, as defined below, shall require a written change order executed by the City in accordance with its purchasing regulations. Page 1 of 6 Section 5. Compensation and Method of Payment: City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed $3,990 (the "Contract Price"), except as outlined in Section 4 above. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant's industry, Consultant will give written notice thereof immediately to the City. Section 6. Covenants of Consultant A. Assignment of Agreement: Consultant covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the City. B. Consultant shall indemnify and hold harmless the City, its officers, boards, commissions, elected officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, result from willful, negligent or tortious conduct and/or omission arising out of performance of professional services by the consultant, any subconsultant, anyone directly or indirectly employed by the consultant or subconsultant or anyone for whose willful, negligent or tortious acts the consultant or subcolsultant may be legally liable, regardless of whether or not the negligent 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 such claims against the City or any of its agents or employees, by any employee of the consultant, any subconsultant, anyone directly or indirectly employed by the Consultant or subconsultant or anyone for whose acts the consultant or subconsultant 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 subconsultant under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. Independent Consultant: Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent Consultant, not as agent or employee of City. Inasmuch as City and Consultant are parties independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Consultant agrees not to represent itself as City's agent for any purpose to any party or to allow any employee to do so, unless specifically authorized, in advance and in writing, and then only for the limited purpose stated in such authorization. Consultant shall assume full liability for any contracts or agreements Consultant enters into on behalf of City without the express knowledge and prior written consent of City. D. Insurance: Consultant shall have and maintain in full force and effect for the duration of this Agreement, insurance approved by the City as shown on Exhibit B. Page 2 of 6 E. Licenses, Certifications and Permits: Consultant covenants and declares that it has obtained and will maintain all diplomas, certificates, licenses, permits or the like required by any national, state, regional, City, and local boards, agencies, commissions, committees or other regulatory bodies to perform the Work. Consultant shall comply with applicable legal requirements and meet the standard of quality ordinarily expected of its industry. F. Ownership of Work: All reports, drawings, specifications, and other items prepared or in the process of being prepared for the Work by Consultant ("materials") shall be the property of the City and the City shall be entitled to full access and copies of all materials. All copyrightable subject matter in all materials is hereby assigned to the City and Consultant agrees to execute any additional documents necessary to evidence such assignment. G. Consultant's Representative: Liz Hudson, AIA shall be authorized to act on Consultant's behalf with respect to the Work as Consultant's designated representative. H. Confidentiality: Consultant acknowledges that it may receive confidential information of the City and that it will protect the confidentiality of any such confidential information and will require any of its sub -consultants, consultants, and/or staff to likewise protect such confidential information. I. Meetings: Consultant shall meet with City's personnel or designated representatives to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to City. Section 7. Standard of Care: In providing services under this Agreement, the Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. Section 8. Termination: The City may terminate this Agreement for convenience at any time upon written notice to Consultant. Provided that no damages are due to the City for Consultant's breach of this Agreement, the City shall pay Consultant for Work performed to date in accordance with Section 5 herein. Section 9. Miscellaneous A. Governing Law. This Agreement shall be governed by the laws of the State of Georgia. B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. C. 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. D. E -Verify Affidavits. It is the policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia, unless the Consultant shall provide evidence on City -provided forms, attached hereto as Exhibit "C" and "D", that it and Consultant'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 Consultant's and Consultant's subcontractors' verification Page 3 of 6 process to determine that the verification was correct and complete. The Consultant and Consultant'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 Consultant or Consultant's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Consultant and Consultant'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 Consultant or Consultant's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may order the Consultant to terminate or require its subcontractor to terminate that person's employment immediately and to report same to the Department of Homeland Security. The Consultant's failure to terminate the employee, or otherwise cooperate with the investigation may be sanctioned by termination of the contract, and the Consultant 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. Consultant agrees that, in the event the Consultant employs or contracts with any subcontractor(s) in connection with this Agreement, the Consultant will secure from the subcontractor(s) such subcontractor(s') indication of the above employee -number category that is applicable to the subcontractor. Consultant's compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor's affidavit attached as Exhibit "C." 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. E. SAVE Affidavit and Secure Verifiable Document. Pursuant to O.C.G.A. § 50-36-1, the City must obtain a SAVE Affidavit and a secure and verifiable document evidencing the Consultant's legal status in the Country each time that Consultant obtains a public benefit, including any contract, from the City. Consultant hereby verifies that it has, prior to executing this Agreement, executed a SAVE Affidavit (to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit "E", and submitted such affidavit to the City in person, electronically, or by mail. Further, Consultant verifies that it has, prior to executing this Agreement, submitted a secure and verifiable document, evidencing the Consultant's legal status, to the City either in person or electronically (in compliance with the Uniform Electronic Transactions Act). Consultant verifies that it is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compliance Act (O.C.G.A. § 50-36-1). IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the date first above written. [SIGNATURES ON THE FOLLOWING PAGE] Page 4 of 6 [Precision Planning, Inc.] Signature: Title: v4� [AFFIX CORPORATE SEAL] CITY OF MILTON, GEORGIA Joe Lockwood, Mayor Printed Name: A-. I" o r, Page 5 of 6 Exhibit "A" Work Description 0 Precision Planning, Inc. planners, engineers, architects & surveyors A Woman Business Enterprise (WEE) June 8, 2012 Mr. Carter Lucas, Public Works Director City of Milton 13000 Deerfield Parkway Suite 107G Milton, GA 30004 Re: Milton Senior Citizens Center —Renovation of Hopewell House Preliminary Architectural Services Mr. Lucas: Precision Planning, Inc. (PPI) is pleased to offer the attached estimate of man-hours required for preliminary architectural design services related to a proposed Senior Citizens Center for the City of Milton (Client), to be located at the historic Hopewell House. The enclosed scope of services and estimated man-hours are based upon our discussions and experience with other projects of a similar scope. General Project Understandine It is our understanding that the City of Milton intends to renovate the historic Hopewell House to serve as a Senior Citizens Center. PPI will assist the City by developing a preliminary building layout within the constraints of the historic nature and character of the building, in order to meet program requirements, ADA accessibility guidelines, and current code requirements. Scope of Services Pre -Design Phase • Kick-off meeting with the Client representatives to discuss goals and objectives • Walk though at existing building • Review of program developed by the Client • Preparation of building layout sketch and submittal for review and approval by the Client (includes up to one revision to the layout) • Preparation of pricing narrative to assist in defining the scope of the construction project • Development of a preliminary Opinion of Probable Cost (OPC) for the renovation Note: OPC excludes cost associated with modifications to the existing wood flooring system Exclusions/Additions 400 Pike Boulevard • P.O. Box 2210 • Lawrenceville, GA 30046-2210 770.338.8000 telephone • 770.822.5990 fax • www. ppi. us Mr. Carter Lucas, Public Works Director City of Milton June 8, 2012 Page 2 1. Testing services, including, but not limited to geotechnical reports or exploration, tests for hazardous materials, or any other environmental tests relating to existing conditions. 2. Detailed architectural and engineering design services and preparation of documents for permitting, bidding and construction of the project. 3. Professional renderings of the project. 4. Bidding services. 5. Construction Administration services. Thank you for the opportunity to propose these professional services. Precision Planning looks forward to continuing to serve the City of Milton. Sincerely, LH/kb g:\document\11\11-015\1502\milton\milton senior center\proposa106-08-12 doc Attachment: Estimate of Required Man -Hours Authorization given this day of 2012 By: Title: Elizabeth A. Hudson, AIA, LEEDe AP Senior Vice President Mr. Carter Lucas, Public Works Director City of Milton June 8, 2012 Page 3 MILTON SENIOR CITIZENS CENTER PRE -DESIGN PHASE Estimate of Required Man -Hours Billing Category Hourly Rate Estimated Hours Total Principal in Charge $150.00 2 $300.00 Project Man ager/Architect/LEE D AP $130.00 18 $2,340.00 Architectural Job Captain $90.00 0 $0.00 Intern Architect $80.00 8 $640.00 Sr. Interior Design $85.00 0 $0.00 Jr. Interior Design $65.00 0 $0.00 Sr. Structural Engineer $120.00 0 $0.00 Jr. Structural Engineer $80.00 0 $0.00 Sr. Mechanical Engineer $115.00 0 $0.00 Jr. Mechanical Engineer $85.00 0 $0.00 Sr. Plumbing Engineer $115.00 0 $0.00 Jr. Plumbing Engineer $85.00 0 $0.00 Sr. Electrical Engineer $115.00 0 $0.00 Jr. Electrical Engineer $85.00 0 $0.00 Landscape Architect $120.00 0 $0.00 Cost Estimator $110.00 6 $660.00 Clerical/Administrative $90.00 0 $0.00 Other $0.00 0 $0.00 SUB -TOTAL $3,940.00 REIMBURSABLES (MILEAGE, PHOTOGRAPHS, PRINTING, POSTAGE) $50.00 TOTAL -PRE-DESIGN PHASE NOT TO EXCEED $3,990.00 Exhibit "B" Insurance Certificate STATE OF GEORGIA CITY OF MILTON EXHIBIT "C" CONSULTANT AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is 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 provided by the City. Consultant 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 perform such service. EEV / Basic Pilot Program User Identification Number BY: Authorized Officer or Agent Date Precision Planning, Inc. Title of Authorized Officer or Agent of Contractor Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF 201 Notary Public My Commission Expires: STATE OF GEORGIA CITY OF MILTON EXHIBIT "D" 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 Precision Planning, Inc. 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. EEV / 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 , 201 Notary Public My Commission Expires: STATE OF GEORGIA CITY OF MILTON EXHIBIT "E" SAVE AFFIDAVIT By executing this affidavit under oath, and as an applicant for a public benefit, as referenced in O.C.G.A. § 50-36-1, from the City of Milton, the undersigned applicant verifies one of the following with respect to my application for a public benefit: 1) I am a United States citizen. 2) I am a legal permanent resident of the United States. 3) I am a qualified alien or non-immigrant under the Federal Immigration and Nationality Act with an alien number issued by the Department of Homeland Security or other federal immigration agency. My alien number issued by the Department of Homeland Security or other federal immigration agency is: The undersigned applicant also hereby verifies that he or she is 18 years of age or older and has provided at least one secure and verifiable document, as required by O.C.G.A. § 50-36-1(e)(1), with this affidavit. The secure and verifiable document provided with this affidavit can best be classified as: In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. § 16-10-20, and face criminal penalties as allowed by such criminal statute. Executed in SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF , 20 NOTARY PUBLIC My Commission Expires: (city), (state). Signature of Applicant Printed Name of Applicant City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: July 2, 2012 Council Date: July 16, 2012 Agenda Item: Approval of a Resolution and Local Government Lighting Project Agreement with Georgia Department of Transportation for Project HPP00-0005-00(448) SR 372/Birmingham Highway at Providence Road Roundabout and Submission of Letter for Determination of Applicability of Force Account Method Location Map Discussion: The intersection of SR 372/Birmingham Highway and Providence Rd will be improved by installing a roundabout. This is a Georgia Department of Transportation (GDOT) project that is funded by 80% Federal funds and 20% Local funds. As part of the final plans, GDOT requires a lighting agreement to be signed by the local government. In the concept phase of the project, the City provided a letter of support for the roundabout including lighting. The City and their consultants have designed the project and are currently acquiring right of way for the project. GDOT will let the project for construction. Project Location City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 The agreement addresses the following items related to lighting as part of the intersection improvements: - The lighting will be installed as part of the construction - City will assume full responsibility for operation, repair and maintenance of lighting system - City will pay for all energy required for operation of lighting system Financial: The City is requesting along with this agreement that GDOT and Federal Highway Administration (FHWA) allow a force account with Georgia Power to provide and install the lighting system as part of the construction. Georgia Power is the power utility service provider in the project area and provides and installs City of Milton required specific decorative lighting components throughout the City. Because Georgia Power provides the materials and installs the lighting systems, they maintain the lighting systems throughout the service area. There will be an increase in the energy usage for the new lights being added to the system. Legal Review: Paul Higbee, Jarrard & Davis on 4/12/12 and 6/11/12 Attachments: 1. Resolution for the approval of a Local Government Lighting Project Agreement with GDOT for Project HPP00-0005-00(448) SR 372/Birmingham Highway and Providence Road 2. Local Government Lighting Project Agreement 3. Determination of Applicability of Force Account Method Letter 1) Georgia Power Proposal 2) Preliminary Photometric Layout 3) Pole and Fixture Details AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION STATE OF GEORGIA AND CITY OF MILTON, GEORGIA This Agreement is made and entered into this day of , 2012, by and between the DEPARTMENT OF TRANSPORTATION, an agency of the State of Georgia, hereinafter called the DEPARTMENT, and CITY OF MILTON, GEORGIA, acting by and through its City Council, hereinafter called the CITY. WHEREAS, the CITY has represented to the DEPARTMENT a desire to obtain Lighting at the SR 372/Birmingham Hwy a Providence Rd roundabout in the City of Milton, Georgia, said Lighting to be installed under GDOT Project HPP00-0005-00(448) Fulton County, P.I. No. 0005448; and WHEREAS, the CITY has represented to the DEPARTMENT a desire to participate in: 1) Providing the Energy and 2) the Operation and Maintenance of said lighting systems at the aforesaid location, and the DEPARTMENT has relied upon such representation; and 1 of 5 WHEREAS, the DEPARTMENT has indicated a willingness to fund the materials and installation for the said lighting system at the aforesaid location, with funds of the DEPARTMENT, funds apportioned to the DEPARTMENT by the Federal Highway Administration under Title 23, United States Code, Section 104, or a combination of fiinds from any of the above sources. NOW, THEREFORE, in consideration of the mutual promises made and of the benefits to flow from one to the other, the DEPARTMENT and the CITY hereby agree each with the other as follows: 1. The DEPARTMENT or its assigns shall cause the installation of all materials and equipment necessary for Lighting at the SR 372/Birmingham Hwy @a Providence Rd roundabout in the City of Milton, Georgia, said lighting to be installed under GDOT Project HPP00-0005-00(448) Fulton County, P.I. No. 0005448, as shown on Attachment "A" attached hereto and made a part hereof. 2. Upon completion of installation of said lighting system, and acceptance by the DEPARTMENT, the CITY shall assume full responsibility for the operation, the repair and the maintenance of the entire lighting system, including but not limited to repairs of any damages, replacement of lamps, ballasts, luminaires, lighting structures, associated equipment, conduit, wiring and service equipment, and the requirements of the Georgia Utility Facility Protection Act. The CITY further agrees to provide and pay for all the energy required for the operation of said fighting system. 2 of 5 3. The DEPARTMENT shall retain ownership of all materials and various components of the entire lighting system. The CITY, in its operation and maintenance of the lighting system., shall not in any way alter the type or location, or the design of any of the various components which make up the entire lighting system without prior written approval from the DEPARTMENT. 4. This Agreement is considered as continuing for a period of fifty (54) years from the date of execution of this Agreement. The DEPARTMENT reserves the right to terminate this Agreement, at any time for just cause, upon thirty (3a) days written notice to the CITY. 5. It is understood by the CITY that the DEPARTMENT has relied upon the CITY'S representation of providing for the energy, maintenance and operation and repair of the lighting represented by this Agreement; therefore, if the CITY elects to de -energize or fails to properly maintain or to repair the lighting system during the term of this Agreement, the CITY shall reimburse the DEPARTMENT the materials cost for the lighting system. If the CITY elects to de - energize or fails to properly operate, to repair, or to maintain any individual unit within the lighting system, the CITY shall reimburse the DEPARTMENT for the material cost for the individual unit which will include all costs for the pole, luminaires, foundations, and associated wiring. The DEPARTMENT will provide the CITY with a statement of material costs upon completion of the installation. The covenants herein contained shall, except as otherwise provided accrue to the benefit of and be binding upon the successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement the day and year fust above written. 3 of 5 RECOMMENDED: DEPARTMENT DP TRANSPORTATION 119A (SEAL) ATTEST., Commissioner Treasurer 4 of 5 CITY OF MILTON, GEORGIA (SEAL) Mayor WITNESS Notary Public This Agreement approved by the City Council at a meeting held at the _ day of 2012. City Clerk Attachment "A" Project Location Map Project: HPP00-0005-00(448) PI No. 0005448 City of Milton Fulton County City of Milton 13000 Deerfield Parkway Suite 107 Milton, Georgia 30004 To: Krystal Stovall-Dixon, PMP Georgia Department of Transportation One Georgia Center, 25th Floor 600 West Peachtree Street Atlanta, GA 30308 Date: July 16, 2012 SUBJECT: Determination of applicability of force account method Ms. Stovall-Dixon: According to Title 23, Chapter I, Subchapter G, Part 635, Subpart B of the United States Code of Federal Regulations, the City of Milton requests the Georgia Department of Transportation submit a request to the Federal Highway Administration Division Administrator in reference to application of the force account method on project HPP00-0005-00(448) Birmingham Highway/SR 372 at Providence Road/New Providence Road. Project HPP00-0005-00(448) is an intersection improvement project that consists of realigning the intersection of SR 372 and Providence Road approximately 300’ to the north of the existing intersection. The realignment is such that the intersecting skew angle with SR 372 is improved to 80 degrees, which will improve the vertical sight distance along SR 372. The existing non- signalized side stop controlled 4-way intersection will be replaced with a roundabout with street lighting. Georgia Power is the power utility service provider in the project area and provides and installs City of Milton required specific decorative lighting components throughout the City. Because Georgia Power provides the materials and installs the lighting systems, they maintain the lighting systems throughout the service area. The nature of the operations involved in minor intersection lighting is such that lighting work is generally performed by the utility with its own forces, and the utility then maintains the lighting system. The method of using a force account with Georgia Power to provide and install lighting as part of project HPP00-0005-00(448) will be cost effective due to the type of lighting required by the City of Milton Northwest Overlay requirements and the fact that lighting system maintenance costs will be covered by Georgia Power. The cost of this work is estimated to be $309,900.50, and the estimated Federal funds to be provided are $247,920.40. Thus, we believe that the project meets the force account requirements of 23 C.F.R. § 635.204(a) and/or 23 C.F.R. § 635.205(b). City of Milton 13000 Deerfield Parkway Suite 107 Milton, Georgia 30004 If you need any additional information please contact Sara Leaders by phone at 678-242-2559 or by email at sara.leaders@cityofmiltonga.us Sincerely, Joe Lockwood Mayor Attachments: 1) Georgia Power Proposal 2) Preliminary Photometric Layout 3) Pole and Fixture Details 11675 Wills Road Alpharetta, Geoga 30009 lune 20, 20 12 Carter Lucas Public Works Director City of Milton 13000 Deerfield Pkwy — Suite 107G Milton, GA 30004 Re: Highway 372 Roundabout -Street Lighting Dear Carter, GEORGIA M POWER A SOUiNERN COMPANY Thank you for the opportunity for Georgia Power Company to provide the City of Milton a street lighting proposal for the Highway 372 and Providence Road roundabout. It is our conmutment at Georgia Power to provide a lighting system that is top quality and aesthetically pleasing. The system that we provide you will be backed by a proven leader in the lighting business. This proposal is based on: • Installation of 37 — 250 Watt High Pressure Sodium Black Lumec Shepherd's Crook Fixtures • Installation 37 — 20' Black Hapco Aluminum Anchor Based Poles • The pole locations will be as shown on the attached street lighting print. • This installation is based on trenching or plowing in the underground cable along the roadway. The necessary road bores are included, The payrnent schedule is listed below: Un Front payment Monthly payment $ 309,900.50 $ 664.15 Pricing is good for 60 days beginning 6 �-25-12. "All installation, pole, fixture, energy, and maintenance charges are included in the payments above. Installation scope does not include removal of rock or unforeseen obstacles. I will give you a call to discuss. Thanks! Sin erely, ca, William Canady Lighting Services City of Milton - DMS50 W I, % Mp N E \ E M 27 1/2" 698mmO Ire DMS50.250HPS•SCE Description of Components: Hood: A die cast A360.1 aluminum dome complete with acast-in technical ring with latch and hinge. The mechanism shall offer toolfree access to the Inside of the luminaire. An embedded memory -retentive gasket shall ensure weatherproofing. Skirt: A dle cast A360 aluminum skirt complete with a cast -in technical ring. Housing: In a round shape, this housing Is made of cast 356 aluminum, c/w a watertight grommet, mechanically assembled to the bracket with four bolts 3/8-16 UNC. This suspension system permits for a full rotation of the luminalre in 90 degree Increments. Lens: Clear tempered glass curved lens, mechanically assembled on the lower part of the technical ring with brackets. Lamp: (Not Included), 250 Watt High Pressure Sodium (ANSI Code S50), ED 18 bulb, mogul base. Optical System: (SC8310), I.E.S. type III cul -off (asymmetrical). Smart seal system, composed of brightened anodized aluminum hydroformed reflector, permanently assembled on a sag lens. Weathertightness IP66 rating. Ballast: High power factor of 90%. Primary voltage Quadruple Tap 120/208/240/277 Connected To: (Volt To Be Confirmed ). Lamp starting capacity -401F( -40C) degrees. Assembled on a unitized removable tray with quick disconnect plug. SPEC20120404_081209_10361_0 (2) t��i � �.) p$ 04-04-2012 Page i / 3 640, CurABdNn 16"iii ` 11111m Canada, J70 2A7 City of Milton = DMS50 Configuration 3e- 1 762rnm MJ•1 A-BKTX Description o1 Components: Arm: Shall be made from bent aluminum tubing 6061 •T6, 2 3/6" (60mm) outside dlameler, welded. Adaptor: Made of cast 356 aluminum. Slip-11is on a 4" (102mm) outside diameter SPEC20120404_061209_10361_0 (2) PH I I.1 PS 04.04-2012 Page 2 / 3 I sao, tura-eaten (I l I I 1 A111■ G 16Cainada,, J70 2A7 c) x 9" (229mm) long tenon. Mechanically fastened by two sets of tour set -screws at 90 degrees around the bracket. SPEC20120404_061209_10361_0 (2) PH I I.1 PS 04.04-2012 Page 2 / 3 I sao, tura-eaten (I l I I 1 A111■ G 16Cainada,, J70 2A7 c) NOTES: IMPORTANT 1) Spin Tube To Minimize fiinn/ng Of The Wall Over The Bottom 7" Of The Tube. 2) Do Not Sand Bottom 7" of shaft. 3) Please Move Sample To Test Lab When Complete. 4) Base Weld to be Inspected by Q.C. 1st and 5th piece 5) On Breakaway Weld Procedure Do Not Exceed 1/4" Fillet Weld, S" OUJ UylLabel Installed Casart Alum. Breakaway Base Flange (73407) Po% Base With Ca ver Removed Alum. Transition Ring (89122) 'a. Alum. Tube ' Wa/I Alloy 8063-T6 rd Lug Topped 1/2"-13NC site Hondhole Reinforced Handhole (4" x 8) Cover And Stainless Steel Screws Piece Cast Alum. Decorative 'e Cover (18774-004). Base Holves To With 1/4"-20NC Nylon Screws I II (25240), Nylon Hex Nuts (25241) and —I 18" Dia. F� Stainless Steel Ratwoshers (45370-008). �0 6" (4) 1 "-8NC Galy. StL Anchor Bolts, AASHTO M314-90 Grade 55, 10" 01 fireoded End Galy. Per AS1M A153. (4) 1'--8NC Galy. Stl. Hex. Nuts (4) 1" Galy. Stl. Lockwashers (4) Y Galv. Stl. Flatwashers Ret.• 16859 WARNING: 00 NOT INSTALL LICIIIINC POLES WRHOUi LUMINAIRES X20' DECORATIVE LIGHTING hapco c siouER City of Milton scut 18 JDATE 05 29 2012 Abingdon, Va. ey TNB I �. No• Wo B27566 Page is too large to OCR. 26 NOTES: IMPORTANT 1) Spin Tube To Minimize Thinning Of The Wall Over The Bottom 7" Of The Tube. 2) Do Not Sand Bottom 7" of shaft. 3) Please Move Sample To Test Lab When Complete. 011 4) Base Weld to be Inspected by Q.C. 1st and 5th piece 5) On Breakaway Weld Procedure Do Not Exceed 1/4" Fillet Weld. 6" O.D. Mylar Label Installed Cast Alum. Breakaway Base Flange (73407) Pole Base With Cover Removed est Alum. Transition Ring (89122) " Dia. Alum. Tube 156" Wall Alloy 6063–T6 round Lug Topped 1/2' -13NC pposite Handhole 'ush Reinforced Handhole (4" x 8') Ith Cover And Stainless Steel Screws Two Piece Cast Alum. Decorative Base Cover (18774-004). Base Halves To Attach With 1/4"-20NC Nylon Screws (25240), Nylon Hex Nuts (25241) and —I 18 Dia. I— Stainless Steel Flatwashers (45370-008). 9111 (4) 1 "-8NC Galv. Stl. Anchor Bolts,- AASHTO M314-90 Grade 55, 10" Of Threaded End Galv. Per ASTM A153. (4) 1 "=8NC Galv. Stl. Hex. Nuts (4) 1" Goly. Stl. Lockwashers (4) 1 " GaIv. Stl. Flotwashers 9 1/2" Dia. Bolt Circle (t 2 3/4" hread . 3' –0" 4{ Ref: 16859 WARNING: DO NOT INSTALL LIGHTING POLES WITHOUT LUMINAIRES Na. REVISIONS [AM TIT E 20' DECORATIVE LIGHTING POLE hC11.1co CUSTOMER City of Milton sc&E 16 JDATE 0512912 Abingdon, vaNO DWG. TNB . . ev CHK'D 827566 QO m City of Milton - DMS50 E 'ib E ) � r9 co A- NT Luminaire DM 27 1/2" 698mt-n0 Description of Components: Hood: A die cast A360.1 aluminum dome complete with acast-in technical ring with latch and hinge. The mechanism shall offer toolfree access to the inside of the luminaire. An embedded memory -retentive gasket shall ensure weatherproofing. Skirt: A die cast A360 aluminum skirt complete with a cast -in technical ring. Housing: In a round shape, this housing is made of cast 356 aluminum, c/w a watertight grommet, mechanically assembled to the bracket with four bolts 3/8-16 UNC. This suspension system permits for a full rotation of the luminaire in 90 degree increments. Lens: Clear tempered glass curved lens, mechanically assembled on the lower part of the technical ring with brackets. Lamp: (Not included), 250 Watt High Pressure Sodium (ANSI Code S50), ED 18 bulb, mogul base. Optical System: (SCB3M), I.E.S. type III cut-off (asymmetrical). Smartseal system, composed of brightened anodized aluminum hydroformed reflector, permanently assembled on a sag lens. Weathertightness IP66 rating. Ballast: High power factor of 90%. Primary voltage Quadruple Tap 120/208/240/277 Connected To: (Volt To Be Confirmed ). Lamp starting capacity -40F( -40C) degrees. Assembled on a unitized removable tray with quick disconnect plug. SPEC20120404_081209_10361_0 (2) PHILIPS 04-04-2012 Page 1 / 3 640, CurB-eoiNn L NJ m E IM Canada, J7G 2A7 c) City of Milton - DMS50 Configuration wm 39- 762mm I MJ -1 A -B KTX Description of Components: Arm: Shall be made from bent aluminum tubing 6061-T6, 2 3/8" (60mm) outside diameter, welded. Adaptor: Made of cast 356 aluminum. Slip -fits on a 4" (102mm) outside diameter x 9" (229mm) long tenon. Mechanically fastened by two sets of four set -screws at 90 degrees around the bracket. SPEC20120404_081209_10361_0 (2) PHILIPS 04-04-2012 Page 2 / 3 sao, curd-6oiwn In " 0 10 W= Em A7 Canada, VG22A7da(G City of Milton - DMS50 Description of Components: Hardware: All exposed screws shall be stainless steel with Ceramic primer -seal basecoat to reduce seizing of the parts. All seals and sealing devices are made and/or lined with EPDM and/or silicone. Finish: Color to be black textured (BKTt). Application of a polyester powder coat paint. (4 mils/100 microns). The chemical composition provides a highly durable UV and salt spray resistant finish in accordance to the ASTM -13117-03 standard and humidity proof in accordance to the ASTM -D2247-68 standard. Note: IMPORTANT: All missing details must be clearly specified on the return of these approval drawings. Thank you for your cooperation. VOLTAGE: Pole Information: This bracket is available for a 4"(102mm), 5"(127mm) or 5 9/16" (141mm) Outside Diameter pole or tenon. Please specify diameter required: Ouallty Control: The manufacturer must provide a written confirmation of its ISO 9001-2008 and ISO 14001-2004 International Quality Standards Certification. Vibration Resistance: The DMS50 meets the ANSI C136.31-2001 table 2, American National Standard for Roadway Luminaire Vibration specifications for Bridge/overpass applications. (Tested for 3G over 100 000 cycles by an independent lab) Web site information details: Click on any specific information details you need: Paint linish / Warranties / Installation pictures / ISO 9001-2008 Certification ! ISO 14001-2004 Certification SPEC20120404_081209_10361_0 (2) PHILIPS 04-04-2012 Page 3 / 3 640, Cur4-eoivin L 111116111110 E ON Canada, J G 2A7 D,OMUS Product Overview and Technical information �� PHILIPS �umEc Product Overview and Technical information �� PHILIPS �umEc r w fJJ, - d4 JIM A J ,•7y', . W .: istwo Its IN il. g �1� ' - SII J �iuZi+ .ri'rf � it 711 j it J I ,., i:.� i t.�;�.k~iryrtto'f POWERED BY LifeLEDTM LEDGINE »m3iresorthis scncs arc IDA (finternatirapal Dark -sty n,:«iit on) appo�Fd. Designed Equilibrium / The Domus series ofproducts— Domus, Domus 55, and Domus Small -are all designed to complement each other and bring balance to any environment. Their charm is undeniable. Simplicity, refinement, and elegance, all fuse together to create harmonious beauty through designed equilibrium.>> .!11' .' YJ.[ .moi � � 3 .qt `' _ �rT� lic��x .. - ..'I �i �� 5.... L� All , ., .,i, "•,?„� ,. k s IF to K momi IF 14Cu� 4Jr 14 S 1 n Ir ' y. i t l' _ f1 �SC Firm ' �+ IF I IF�''! �_ ,'IM_ BENEFITS > Constructed from top-quality materials,the Domus Series maintains excellent performance in even the most demanding environments. > Can be powered bythe LIfel-ED'", Philips Lumec's state-of-the-art, energy-efficient LED light engine. > SHA and SSA optical chambers reduce glare by using a unique combination of reflectors and internal prism refractors. > SCB optical chamber offers exceptional performance and cut-off with a combination of a hydro -formed aluminum reflector and a tempered glass lens. > Dark -sky friendly SG optics provide full cut-off In five distributions. LUMI NAI RES Conform to the UL 1598 and CSI C22.2 No. 250.0 08standards DMSSO-SHA/SSA EPA:135 sq. k. Weight 4211hs(19.1 kg) DMSSO-SCB EPA 1.00 sq.lt. Weight: 42 Its (Ml kg) Z71/f (698 mm) E J E I� E E E aL I z 5 4 Wo (01 mm) al�E DMS60-SHA EPAAS2 sq. ft. Eo)1 Weight:40 Its (181 kg) Ma DMSSO-SCB EPA 1.00 sq.lt. Weight: 42 Its (Ml kg) DMS50-SG-DL EPA:120sq.ft. Welght:421bs(19.1 kg) Z]4Y (698 mm) E J E I� EE E aL I z 5 4 Wo (01 mm) DMS60-SHA EPAAS2 sq. ft. DMS50-SG-DL EPA:120sq.ft. Welght:421bs(19.1 kg) Phlllps Lumn reserves Meright tosuhsrttufe materials or change themonufortuAng praess ofitsproducts without prior nafhmtion. PHILIPS ro, rnemre:tapeote,go ro www.mmer.rom LYMEC E E E .^ 5 4 Wo (01 mm) DMS60-SHA EPAAS2 sq. ft. Weight:40 Its (181 kg) Phlllps Lumn reserves Meright tosuhsrttufe materials or change themonufortuAng praess ofitsproducts without prior nafhmtion. PHILIPS ro, rnemre:tapeote,go ro www.mmer.rom LYMEC �A A/ 't" / LED LAMP CODE DEFINITION/ 40W 49LED 41%, Lamp wattage _ Number of diodes (LED) . Color temperature _Ff AMP LifeLED 40W49LED4K 65W49LED4K 90W49LED4K WATTAGE RINITiAI COLOR MAX SYSTEM ATED LIFTED LUMENS CRT TEMPERATURE' ACCURRENT: LEDMA LAMP SYSTEM' 120V 70000 4600 0000 5890 0000 6860 TO 4000K 42 47 0.48A 285mA ]D 4000K 65 72 0.72A 428mA 10 4000K 90 102 095A inmA OPTICAL SYSTEMS /LED I>� Flat lens itLIeLED and LEDgine) IP66 rated optical system,composM LE2F. Asymetrical of individual pre oriented lens to achieve LESF: Asymetrical desireddlstrlbution,assemble) with LE4F: Asymehical a tempered -glass flat lens permanently LESF: Symmetrical (square) sealed onto the lower part of the heat sink. Sag lens(LffeLEDandLEDgine) IP66 rated optical system, composed LF 25: Arymetrical of individual pre oriented lens toachieve LOS Arymetrical desired distribution, assembled with LE45: Asymehical a tempered glass sag lens permanently LESS: Symmetrical(square) sealed onto the lower part of the heat sink Prismatic globe (rsocomD) of 6 toted Individual pre system, cam posed LEM Arymetrical of idualprtioriented mblexi with LE3A Asymetrical desired an inner otic Surfs with globe LE4A Arymetrical having an inner prismatic surface. permanentlyof sealed onto the levier > in acrylor Ord4Aavnicatee part of the heat sink. In arrylirantl borosilirdte, Adds fxACOR or PC to optlmiryrtem nide. Photometry available on phi l ips Lu mec web site www.lumec.mm OPTICAL SYSTEM AVAILABLE DMSSO/ DMS60' LE2A/LE3A/LE4A LE2F/LE2S/LESF/LE3S/LE4F/ ACDR LE45/LESF/LESS J J J J J J �— 7OW64LED4KE5 10000D 7244 70 4000K 70 77 Z�tw SSW64LED4KE5 100000 9152 70 4000K 80 94 0.84A 11OW64LE04XE5 100000 11264 10 4000K 110 120 ve 109A S30mA 00 9OWBOLE04KES 100000 9680 70 4000K 90 100 LEDGINE 105W80LED4KEs 100000 11440 70 4000K 110 115 1.OSA 13SW80LEDUE5 100000 14080 70 4000K 135 150 ' Rated life represents thetimed! takesfor the LED system to reach 70% ofindiatturnen output • On averoge. S30mA ' System :vottoge includes the tamp and the IED on; J ON560 is notoeoilnb'e:rith lEOgine. ® The Domus, now available powered by LEDgine, offers high output for parking lot and high density street Iighting.The LEDgine provides a uniform, comfortable, smooth light distribution for a safe way home while maintaining excellent peltormance even in the most demanding environments. —� Saves up to 607 Can replace up- Equivalent up to 90 in energy costs to 400W PSMH Lumen per watt OPTICAL SYSTEMS /LED I>� Flat lens itLIeLED and LEDgine) IP66 rated optical system,composM LE2F. Asymetrical of individual pre oriented lens to achieve LESF: Asymetrical desireddlstrlbution,assemble) with LE4F: Asymehical a tempered -glass flat lens permanently LESF: Symmetrical (square) sealed onto the lower part of the heat sink. Sag lens(LffeLEDandLEDgine) IP66 rated optical system, composed LF 25: Arymetrical of individual pre oriented lens toachieve LOS Arymetrical desired distribution, assembled with LE45: Asymehical a tempered glass sag lens permanently LESS: Symmetrical(square) sealed onto the lower part of the heat sink Prismatic globe (rsocomD) of 6 toted Individual pre system, cam posed LEM Arymetrical of idualprtioriented mblexi with LE3A Asymetrical desired an inner otic Surfs with globe LE4A Arymetrical having an inner prismatic surface. permanentlyof sealed onto the levier > in acrylor Ord4Aavnicatee part of the heat sink. In arrylirantl borosilirdte, Adds fxACOR or PC to optlmiryrtem nide. Photometry available on phi l ips Lu mec web site www.lumec.mm OPTICAL SYSTEM AVAILABLE DMSSO/ DMS60' LE2A/LE3A/LE4A LE2F/LE2S/LESF/LE3S/LE4F/ ACDR LE45/LESF/LESS J J J J J J VO LTAG E 120 / 208 / 240 / 277 / 3471/ 480' 'fomes with o step-down tramrmer, with 49W49LED4Kond MW491ED4K(f LED) Philipslumnreserves tht right totu65titute materiels orrhange themany cturingproress ofltsproduds without prior not (ration. DNILIPS hr the latest updofes ga towwwlumer.rom L V mEC �— 0.]IA 35OmA N/A J 0.84A 400mA N/A ve 109A S30mA N/A we 0.90A 35OmA N/A J 1.OSA 400mA N/A J 136A S30mA N/A J VO LTAG E 120 / 208 / 240 / 277 / 3471/ 480' 'fomes with o step-down tramrmer, with 49W49LED4Kond MW491ED4K(f LED) Philipslumnreserves tht right totu65titute materiels orrhange themany cturingproress ofltsproduds without prior not (ration. DNILIPS hr the latest updofes ga towwwlumer.rom L V mEC LAMP,,; / HID OPTICAL SYSTEMS / HID (Lamps not included) DM550 DM560 SHA and SSA optics SC83M SHA3M-ACDR SC83M SHA3M-ACDR Sealed chamber f SHA3M Asymmetrical WATTAGE SHA3M.PC SG SHAW -PC SG optical c am erconzist Ingo ymme SSAWACDR SSAW A[DR a reflector permanent) bled of top SHA3MA Asymmetrical SSA3M-PC SSA3M-PC permanently rymme ca of an internal prismatic globe. 50 bill, mzdum Or J J J Re sesh'eld avvilab'e 70 MH, m.3ium er J J J ! RB in option (HS) 100 MIA. mr..um ✓ ov J J J Re — - 150'.1H, acd um of J J J ! RB Intheaboveoptics,the sleeveand shutter permit exact positioning 200 MI3. e..neul VE NIA J J N/A RB ofthe lamp.SHA& SSArefractorsavailablem: MMAcrylique(175 Woods) PC: Polycarbonate. Add six to optical system code. 175 PS%l H, m,.gul J J J J ! N/A 250 PSPAH, mean) ✓ N/A J ✓ NM RB - 40DPSMH,mrgui N/A N/A RB, RI NIA N/A NIA SCB optics 35 HPS, mcgul J J J J J RB Sealed optical chamber consisting of a SC83M Asymmetrical 50 HPS, Frvi Or RB reflector permanently assembled on top of a tempered glass sag lens. > House shield available 70 HPS, mogul J J ✓ ! J RB in option DIS) 100 HP5, mcgul ✓ J J Or RB 150 HP5, ri Of J ✓ ✓ J RB S Optics 200 HPS, mega) J N/A J N/A. RB Segmented dutnff reflector system set In SCQ_. Symmetrical 250 HPS, mogul J N/A er J N/A RB JL faceted arc -image duplicating pattern s. SGA: Symmetrical 400 LIPS, mogul N/A N/A RB N/A N/A N/A SGL Asymmetrical SG3: Asymmetrical SGFM Forwardthrow ✓:Available N/A:Notzvailable RB: Remote Ballast Required IN i Reduced Jacket E D28 Required 1:NIAwith SGFM >Hone shchl available for 5G2 and 563 COSMOPOI isr" / new generation of ceramic metal halide lamp In the above optics, the sleeve and shutter permit exact positioning ofthe lamp. WATTAGE SC83M/ SHA3MoPC I SSAWPC SHAW ACDR/SSAW ACDR ' Photometry awl lable on Philips Lumecweb site wsviv lumecxom 60 CW J J 90 CW ! J 140 CW ✓ ! VOLTAGE !:Available I: Not available with 120 volts OHI': 120/208/240/277/347/480 COSMOPOLIS'": 120/208/2401277 Ai top ballast also available. LAMPS / OL OPTICAL SYSTEMS / OL (Lamps included) WATTAGE 5CB5 5HA SHA apticspear rc SHA Asymmetrical Sealed permanently assembled 55 QL ! / oing of f rpermanentic assembled of top > House carbon noble of an internal prismatic globe. In opaon (HS) 850L J J /:Available High frequency generator for inductlOn lamp (4000K). In5tanl Start.Operating range 50-60 Hz or DC. Lamp minimum starting temperature -40F (40 *CJ. VOLTAC�L ,2D, 208 , 24D, 277 SCBS optics xes: symmetrical Sealed optical chamber f assembled on tao p > House s(davoilabie ofa tempered glass saglens. In option LH5) •Pbolometry availableon Pttllips Lumec sveb site wwwlumeceom Phili➢stumec reurves theright fosubstitutemotBriars ar change Lhemanufurfuringprocess ofits products without prior notifimHon. PNILIDS Forthelatestupdatesgo to www.lume<.<om LUMEC L MINAIRE OPTIONS HS Houses In (Nal available with lED) LD Luminous dome, 750 W maximum (SG optics only) (only with DMS50) (remote ball art for 200 and 250111 barred: or pole) (Nat avallable with LED) LR Luminous ring, 250 W maximum (5G optiann!y) (only with DM550) (remote ballast for 200 and 250 W In braketor pole) (Nat avallableedth LED) SLG (SG peredglasssaglens (SG optics only) (Not available with LED) SMART LUMINAIRE OPTIONS different smart functionalities. DMG (available with LifeLfD and LEDgine') Driver is compatible with dimmerfram 0 to t0 volts. CDMG (available with LifeLED and LEDgine') Dyna tion mer standard dimming functionalities including pre-programmed cenarios to suit many applications and needs from safety to maximum energy savings.isee Darmsymmer hrochurefor more information on pre- progmmmcdssenoriosf CDMGP (available with LifeLED and LEDgine? Dynadim mer custom dimming scenario allowing the user to program up to 5 time periods and multi pie dimming levels from 1007a to to%. of total wattage. OVR (available with LEDgine' only) Dynadimmeroverride function offering the possibility to go back to full power at any time via an electrical signal of 120VAC to 277VAC from a motion sensor, a switch, a relay or else. CLO (available with LEDgine' only) Pre-set driver to manage the lumen depreciation by adjusting the power given to the LEDs offering the same lighting Intensity during the entire lifespan of the lamp. AST (vailable with LEDgine' only) Pre-set driver for progressive start-up of the lamp to optimize energy management and enhance user visual comfort at start-up. OTL (available with LEDgine' only) Pre-set driver to signal end of life of the lamp for better fixture management. DALI (available with LEDgine' only) Pre-set driver compatible with the DALI control system. ' Not availab!ewith 347 and 480 telt ADAPTORS The -alun lren suspended by means ofepts tubes from 15/8"to2 casto6 mini) and is adj ThIs stable to tor more lestubesfroml5/8"to 23/8" (41 to bo mm) and Is adjustable to mare or less 50. SMART SYSTEM OPTIONS Domus allows you many options in order to get :1 LA according Different options are avae to your needs, Please contact us for more information, SMART CITY OPTIONS AMPLIGHT (available with LEDgine' only) Amplight is the intelligent monitoring and control, automated management system thaI delivers up to 35%streetlight energy savings and makes it easy to monitorand manage the entire system, in real time. Please contact us for more information. Not available with 347 and 490soft. Ofheroptionz areafsoavoibbleoreording to yourneeds. pleare con[oR usformore information. PhYlips Lumecieserves the right to spbstitufematerials orchonge the monufart✓ring process oJitspradurts without priornetifimtion. DXIlIDS wrmernmse avdate,gamwwwmmeeram LUMEC MOUNTINGS (consult me Por (nwdefordetb;n and the complete hne fmovntengs) IF IM MM NM MR PC POLES AND POLE OPTIONS (fnnIad the Pole (uWefor details and the complete hrofpoles) AFRa tees eTnwo m+a Rsssb Konmh Ph;l,ps tumx"sCa2c( chart for Conip'ete sreoftavens) The specially formulated LumitaI powder coat finish is available Ina range of many standard colors. ORDERING SAMPLE LUMINAIRE LAMP GIOBEIIENS OPTI[AISYSTEM VOLTAGE AfIAPTOR OPTIONS MOUMINGb{ONFIGURATION POLE FINISH OMSSO 100 HPS ACOR SHA3L-ACOR 130 SMa FS -Lk MR -IA RSO -1S GNTx MAINTENANCE ACCESS TOINTERNALCOMPONENT The Iuminaire's hood c n be opened by simply applying pressure on the latch located on the technical ring. The hood can then be pivoted along a hinge Incorporated In the technical rIng. A built-in stopper holds the cover at W from the technical ring. ACCESS TO LAMP A simple quartenturn of the Smartseal T"s shutter provides easy accezz to the lamp. quick -disconnect terminals between the lamp and the ballast tray ensure safe and easy lamp replacement. ACCESS TO BALLAST The tool -free drop-in unitized ballast tray Is slipped Into the post top box which rests on the optical support plate. Here again, the use of quick-dfsconnect terminals ensures safe and easy ballast maintenance Philips Lumerreserves the right to suhsb'fute materialsorrhange the manufarturing proressaf ifsprodurls without prior nof�roflon. PHILIPS wr me mtesf apeatesgo fo wwwmme<.<om LUMEC ASSEMBLY EXAMPLES Luminaire: OOShG Wminalre:DM960-SHA luminaire:DM650-SNA Mounting: DBG-IA PaIe:APR4l8C3-9A1 MWnting:NMIA Pole:AM8 Pole:RA61 luminaire: DMSSO-6G Mounting: LM-lA Pole: RTA906/9D7 BA Luminalre:OM5503te Mounting: CNS1 Pole: SSM8-PS Philips Lunier reserves fhe right tosunsfitute materialrorrhange themonujart✓ringer«ess ofifs pradvrts withoutprior nof�rotion. PHILIPS Por ene mreat updates go ro wwwaemerrom LUMEC No Text www.lumec.com PHILIPS LUMEC HEAD OFFICE For the details ofour different agents and representatives, please consult the Contact ONTARIO OFFICE MEXICO OFFICE 640. Cure-Boivin Boulevard 7898u11«k Drive Zempoala tt217 Boisbriand,quebec Markham, Ontario Col. Anenor Sales(Narvarte) Canada 17G ZA7 Canada L3PIW4 Mexico, DF 03010 1450.430.7040 Ti 416.223.1255 T: (5255) 5564.5242 F: 450.430.1453 Ft 866.971.2825 Ft 450971.2816 us section of our Website. ® 2010 Philips Group. All rights reserved. We reserve the right to change details of design, materials and fnishes. Hg /Some luminaires use Fluorescent or high intensity discharge (HID) lamps that contain Smail amounts of mercury. Such lamps are labeled "Contains Mercury' and/or with the symbol Hg.' lamps that contain mercury must be disposed of in accordance with local requirements. Information n gard[ng]amp recycling and disposal can be found at www.lamprecycle.org �� Thechoiceto not print paper br«hares anymore but to makethem availableon-line is an example of the positive environmental actions that Philips Wmec has decided to undertake. This not only considerably reduces our paper consumption but also guarantees the exactitude of the information our clients receive, STATE OF GEORGIA COUNTY OF FULTON STATE OF GEORGIA COUNTY OF FULTON RESOLUTION NO. _____ A RESOLUTION FOR THE APPROVAL OF A LOCAL GOVERNMENT LIGHTING PROJECT AGREEMENT WITH GEORGIA DEPARTMENT OF TRANSPORTATION FOR PROJECT HPP00-0005-00(448) SR 372/BIRMINGHAM HIGHWAY AT PROVIDENCE ROAD ROUNDABOUT WHEREAS: the Georgia Department of Transportation (GDOT) will let the roundabout project at SR 372/Birmingham Highway and Providence Road for construction; and WHEREAS: the City of Milton supports lighting to be installed as part of the roundabout construction project; and WHEREAS: the City of Milton understands that all energy costs and maintenance for the lighting system will be the responsibility of the City; NOW, THEREFORE BE IT RESOLVED, that the Mayor and City Council of the City of Milton, does hereby approve a Local Government Lighting Project Agreement with the Georgia Department of Transportation for Project HPP00-0005-00(448) SR 372/Birmingham Highway at Providence Road Roundabout. RESOLVED this 16th day of July, 2012. __________________ Joe Lockwood, Mayor Attest: ___________________________ Sudie AM Gordon, City Clerk (Seal) City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Sara Leaders, PE – Transportation Engineer Date: July 6, 2012 Council Date: July 16, 2012 Agenda Item: Approval of a Professional Services (Change Order) between the City of Milton and BM&K, P.C. for Right of Way Services – Hopewell Road/Cogburn Road at Francis Road/Hopewell Road Location Map Discussion: The original professional services agreement with BM&K dated April 9, 2012 was to provide right of way and easement acquisition services for intersection improvements at Hopewell Road/Cogburn Road at Francis Road/Hopewell Road. Three bids were obtained for right of way services and BM&K was the low bidder. Project Location City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 When the work began under the original agreement with BM&K, potential septic system conflicts were identified with the proposed construction for these projects. The work to be completed under this change order includes determining if existing septic systems will be impacted by the construction project, providing soil tests if required, and providing a cost to cure to the city. Staff is recommending the approval of a professional services change order between the City of Milton and BM&K to provide additional septic analysis in the amount of $2,100.00. Financial: The budget for this work will be from Capital Project Fund. Legal Review: Agreement – Paul Higbee, Jarrard & Davis on 6/28/2011 Attachments: 1. Change Order City of Milton ,Q�15 CHANGE ORDER #1 FOR PROFESSIONAL SERVICES AGREEMENT Right of Way Services WHEREAS, the City of Milton, Georgia. and BM&K, P.C. have entered into a Professional Services Agreement (the "Agreement") dated April 9`", 2012, incorporated herein by reference, for right of way services for intersection improvements for Hopewell Rd/Cogburn Rd at Francis Rd/Hopewell Rd; and WHEREAS, the parties desire to issue a change order pursuant to Section 9.0 of the Agreement, it being to the mutual benefit of all parties to do so, as set forth herein for the reasons and consideration set forth herein. NOW THEREFORE, the parties hereto agree to amend the Agreement as follows: 1. Exhibit A to the Agreement is amended by adding the following verbiage to the scope of services: Septic Analysis Consultant will identify parcels with potential septic system conflicts with the proposed intersection improvement projects. The parcels with potential conflicts will be investigated by Consultant to determine if the proposed project improvements will impact the existing septic systems. Letters will be provided by Consultant to the City stating the findings and conclusions of Consultant regarding existing septic systems. If any septic system is going to be impacted, Consultant shall provide a cost to cure report, addressing the impacts and providing costs to cure, to the City. A soil study will be provided by Consultant if required by the Fulton County Health Department. All analysis, letters, and reports will be prepared by Consultant in coordination with City of Milton and Fulton County Health Department. 2. Exhibit B to the Agreement is amended by adding the following per parcel services to the fee schedule: BM&K Construction & Engineering Hopewell/Francis/Cogburn Parcels Per Parcel Fee Total Septic Analysis Advise if will hit system 1 $ 500.00 $ 500.00 Cost to cure 1 $ 1,150.00 $ 1,150.00 Soil test 1 $ 450.00 $ 450.00 Septic Total $ 2,100.00 3. It is agreed by the parties hereto that all of the other terms and conditions of the Agreement, including all unamended portions, shall remain in full force and effect other than as modified herein. Upon execution by all parties, this Change Order shall be attached to and form a part of said Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed by their duty authorized officers as of the day and year set forth next to each signature. A rctydmm. SIGNED, SEALED, AND DELIVERED in the presence of. - Witness Notary ■ r njqissfian 8x f@rt ABV .4 SIGNED, SEALED, AND DELIVERED in the presence of. Witness Notary Public [NOTARY SEAL] My Commission Expires: �M&K, P.C.: By: Donald Clerici Its: President & Secretary [AFFIX CORPORATE SEAL] CITY OF MILTON: By: Joe Lockwood Its: Mayor [CITY SEAL] n 2 �C � cRy or Mm" City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 Page 1 of 1 To: Honorable Mayor and City Council Members From: John Rebar, Parks and Recreation Director Submission Date: July 3, 2012 Meeting Date: July 16, 2012 Regular Council Meeting Agenda Item: Approval of a Professional Services Agreement between the City of Milton and Kimley-Horn and Associates for Conceptual Design Services and Probable Cost Estimates Related to the Expansion of Bell Memorial Park in the Amount of $5,600.00. Discussion: The City of Milton is currently in the due diligence period for the pending land acquisitions adjacent Bell Memorial Park. As part of the due diligence staff recommends entering into agreement with Kimley-Horn and Associates for the production of planning concepts for the new acquisition. These concepts will provide staff with information regarding the land’s future use potential and feasibility of purchase. Also include in the scope will be probable cost estimates for construction. Funding for this project is available in the Parks and Recreation Capital Budget. Legal Review: Paul Higbee, Jarrard & Davis on June 26, 2012 Attachments: An agreement between the City of Milton and Kimley-Horn and Associates City of Milton ' A)l PROFESSIONAL SERVICES AGREEMENT — SHORT FORM AGREEMENTS $10,000.00 OR LESS BELL MEMORIAL EXPANSION This Professional Services Agreement (the "Agreement") is made and entered into this day of 201_, by and between the CITY OF MILTON, GEORGIA (hereinafter referred to as the "City"), and Kinney -Horn and Associates, Inc. (hereinafter referred to as the "Consultant"). WITNESSETH THAT: WHEREAS, the City desires to employ a Consultant to perform the services described herein (tile "Work"); and WHEREAS, Consultant has familiarized itself with the Contract Documents, as defined below, the Work, and with all local conditions and applicable federal, state and local laws, ordinances, rules and regulations. NOW THEREFORE, the City and Consultant, in consideration Of the 11111 tial promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Contract Documents: This Agreement and the following named Exhibits, attached hereto and incorporated herein by reference, constitute the "Contract Documents": EXHIBIT A WORK DESCRIPTION EXHIBIT B INSURANCE CERTIFICATE EXHIBIT C CONSULTANT AFFIDAVIT AND AGREEMENT EXHIBIT D SUBCONTRACTOR AFFIDAVIT EXHIBIT E SAVE AFFIDAVIT To the extent that there may be any conflict among the Contract Documents, the provision operating most to the benefit of the City shall govern. Section 2. The Work: Consultant shall provide all Work described in the Contract Documents. Unless otherwise stated in the Contract Documents, the Work shall include Consultant's provision of materials, labor, expenses, and any other cost or item necessary to complete the Work, which is generally described Conceptual Planning and Cost Estimates- Bell Memorial Park Expansion. Section 3. Contract Time: Consultant understands that time is of the essence of this Agreement and warrants that it will perform the Work in a prompt manner, which shall not impose delays on the progress of the Work. It shall commence Work pursuant to this Agreement on or before a date to be specified on a written "Notice to Proceed" from the City and shall fully complete the Work within 25 days of the "Notice to Proceed". Section 4. Work Chan,j4es: Any changes to the Work requiring an increase in the Contract Price, as defined below, shall require a written change order executed by the City in accordance with its purchasing regulations. Section 5. Compensation and Method_ of_PaYment: City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City's certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City's receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed $5,600 (the "Contract Price"), except as outlined in Section 4 above. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant's industry, Consultant will give written notice thereof immediately to the City. Section 6. Covenants of Consultant A. Assigntnent of Agreement: 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. B. Responsibility of Consultant and Indemnification of City: COrlSnitaut covenants and agrees to take and assume all responsibility for the services rendered in comreetion with the Work. Consultant shall bear all losses and damages directly resulting to it on account of the negligent performance or character of the services rendered pursuant to this Agreement. Consultant shall defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, reasonable attorney's fees, which are the result of willful or negligent acts, or tortious conduct to the extent arising out of the negligent performance of contracted services, or operations by Consultant, any sub -consultant, anyone directly employed by Consultant or sub -consultant or anyone for whose negligent acts Consultant or sub -consultant may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. Consultant shall not be required to indemnify the City or its officers, boards, commissions, elected or appointed officials, employees or agents against liability or claims for damages, losses, or expenses, including attorney fees, arising out of bodily injury to persons, death, or damage to property caused by or resulting from the sole negligence of the City or its officers, boards, commissions, elected or appointed officials, employees or agents. C, Independent Consultant: Consultant hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent Consultant, not as agent or employee of City. Inasmuch as City and Consultant are parties independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Consultant agrees not to represent itself as City's agent for any purpose to any party or to allow any employee to do so, unless specifically authorized, in advance and in writing, and then only for the limited purpose stated in such authorization. Consultant shall assume frill liability for any contracts or• agr•eernents Consultant enters into on behalf of City without the express knowledge and prior written consent of City. D. insurance: Consultant shall have and maintain in frill force and effect for the duration of this Agreement, insurance approved by the City as shown on Exhibit B. E. Licenses, Certifications and Permits: Consultant covenants and declares that it has obtained and will maintain all diplomas, certificates, licenses, permits or the like required by any national, 2 state, regional, City, and local boards, agencies, commissions, committees or other regulatory bodies to perforin the Work. Consultant shall comply with applicable legal requirements and meet the standard of duality ordinarily expected of its industry. F. Ownership of Work: All reports, drawings, specifications, and other items prepared or in the process of being prepared for the Work by Consultant ("materials") shall be the property of the City and the City shall be entitled to frill access and copies of all materials. All copyrightable subject matter in all materials is hereby assigned to the City and Consultant agrees to execute any additional documents necessary to evidence such assignment. G. Consultant's Representative: Raymond Strychalski shall be authorized to act oil Consultant's behalf with respect to the Work as Consultant's designated representative. H. Confidentiality: Consultant acknowledges that it may receive confidential information of tine City and that it will protect the confidentiality of any such confidential infornnation and will require any of its sub -consultants, consultants, and/or staff to likewise protect such confidential information. Meetings: Consultant shall meet with City's personnel or designated representatives to resolve technical or contractual problems that may occur during the term of the contract, at no additional cost to City. Section 7. Standard of Care: In providing services under this Agreement, the Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at tine same time and in the same or similar locality. Section 8. Termination: Tine City may terminate this Agreement for convenience at any time upon written notice to Consultant. Provided that no damages are due to tine City for Consultant's breach of this Agreement, the City shall pay Consultant for Work performed to date in accordance with Section 5 herein. Section 9. Miscellaneous A. Governing Law. This Agreement shall be governed by tine laws of the State of Georgia. B. Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall cornstitute one and the same instrument. C. Sovereign Irmnw&. 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. D. E -Verify Affidavits, It is tine policy of the City of Milton that unauthorized aliens shall not be employed to perform work on City contracts involving the physical performance of services. Therefore, the City shall not enter into a contract for the physical performance of services within the State of Georgia, unless the Consultant shall provide evidence on City -provided forms, attached hereto as Exhibit "C" and "D', that it and Consultant'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 tine Consultant's and Consultant's subcontractors' verification process to determine that the verification was correct and complete. Tine Consultant and Consultant'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/leer designee shall further be authorized to conduct periodic inspections to ensure that no City Consultant or Consultant's subcontractors employ unauthorized aliens on City contracts. By entering into a contract with the City, the Consultant and Consultant'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 Consultant or Consultant's subcontractors are found to have employed an unauthorized alien, the City Manager or his/her designee may order the Consultant to terminate or require its subcontractor to terminate that person's employment inunediately and to report same to the Department of Homeland Security. The Consultant's failure to terminate the employee, or otheiivise cooperate with the investigation may be sanctioned by termination of the contract, and the Consultant 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. Consultant agrees that, in the event the Consultant employs or contracts with any subcontractor(s) in connection with this Agreement, the Consultant will secure from the subcontractor(s) such subcontractor(s') indication of the above employcc-number category that is applicable to the subcontractor. Consultant's compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor's affidavit attached as Exhibit "C." 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. E. SAVE Affidavit and Secure Verifiable Document. Pursuant to O.C.G.A. § 50-36-1, the City must obtain a SAVE Affidavit and a secure and verifiable document evidencing the Consultant's legal status in the Country each time that Consultant obtains a public benefit, including any contract, from the City. Consultant hereby verifies that it has, prior to executing this Agreement, executed a SAVE Affidavit (to be sworn Linder oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit "E", and submitted such affidavit to the City in person, electronically, or by mail. Further, Consultant verifies that it has, prior to executing this Agreement, submitted a secure and verifiable document, evidencing the Consultant's legal status, to the City either in person or electronically (in compliance with tine Uniform Electronic Transactions Act). Consultant verifies that it is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compliance Act (O.C.G.A. § 50-36-1). IN WITNE, SS WHERE, OF, the parties have caused this Agreement to be executed Linder seal as of the date first above written. [SIGNATURES ON THE FOLLOWING PAGE] 4 -µ.Ray mon(1-P,ShTelvftiski— Kiniley- Hom and Associates, Inc. Signature: t.,.— Printed Name: Title:' C r "Y ,,,..,1.111.,,,...,, "' y1 S ND p g -. 94 [AFFIX CORPORATE SEAL] � '8� '9A SEAL N CITY OF MILTON, GEORGIA Joe Lock-Avood, Mayor 5 Exhibit "A" Work Description Kirifty-Hct(ti ant1 As,5"c ate , ttrg. 9 S47 faett, NIV 7tt 8ttac,�, Svtt 651 Atrrts, Gtr3e :d3:4-1149 June 21, 2012 Mr. John Rebar Director of Parks and Recreation City of Milton 13 00 0 Deerfield Parkway Suite 107G hfilton, Georgia 304D4 Re: ProfessionalSerticesAgreement— BellMemoristPark(Reused) Dear Mr. Rebar- It ebarIt was a pleasure meeting you out on site at your Bell MensOrial Park late last tree);. I want to than), you aq'ain for taking the time to tvA- the site and renew your programs for adding itereationah facilities. As requested, I have developed our standard letter proposal outlining our scope and fees for your renew and approval. KimleyHorn and associates, Inc. ("KHA" or "Consultant") is pleased to submit this letter agreement (the "Agreement') to The City of Milton ("Client') for providing quick site planning services to check; the feasibility of adding certain recreational facilities to parcel of land adjacent to your existing Bell Memorial Park facility, in the City of Millon, Georgia- -Scope of Services KHA will protide the settices specifically set forth below. Task t Bass Data Reiie v Baso Neparation and twerprelatiou • KHA will utilize the topoInaphic survey prodded by the Client to create our base drawing which w -e wilt utilize for our site planning exercise G MA will walk the site and record the twiom exisling conditions through photographs • KHA will renew the City's recreational program as well as document any desiredbuffers and setbacks Task 2 Site Planning Options forA4jacerrr _Parcels oflmrd e KRA will protide up to two (2) conceptual site plans for the adjacent properties being considered for purchase, to tett the feasibility (fit, layout and orientation) of the City's desired recreational program KHA will meet with the client to present the site plan options and answer any questions that the City may have regarding this Concept TEL 4N4tW%Qu FAX 4MM5731 KNi toy -Horn and &)aoo itaa,lrr4. bir.7ci�Rsbrr,(R•risa3}hmo21,:012.Papa3 Task 3 Sate Plan Ortirn for Orland • KHA wit provide o'ne (l) conceptual site plats for the entire Ming Bell Memorial Park and the adjacent properties being considered for purchase, to test the feasibility (tit, layout and orientation) of the City's desired recreational program, and to see if there are any major advantages or effrcieneies of scale,. starting fiow "aitch • K A tvik meet nith the client to present the overall site plan option and ansner any question: that the City may have regarding this concept Task 4 Developing, O infano A-abable Cotrsn-riction Costs • K$iA %sill work pith the client to provide a rough order of magnitude opinion of probable construction costs for each of the three (3) conceptual site plass scenarios described in the tasks above. There rough cost estiwates uili be used by the Client tot mu5patison pwposes only to determine overall feasibility between each plan Services Not Included An7F other services, including but not limited to the foiloiving, are not included in this Agreement: • Meetings or presentations above and beyond those already listed • Site plan concepts above and beyond those Listed • Detailed design services Additional Services Any service; not specifically provided for in the above scope %sill be billed as additional ser%ices and performed at our then cwrent hourly rates. Additional services we can provide include, but ate not limited to, the follossing: • Detailed design services • Landscape Architecture design services • Civil engineering services Information Provided By Cheat We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by KHA dwing the project, including but not limited to (he following: • Detailed topographic survey of both the evicting Bell Memorial Park, as well as, the adjacent parcels • Recreation Program Kiulley-Bort) k6- EM onst Magai atca, Eno. Mr. rclM U± r, T.aria3Aual :412 Pnca 3 Schedule We uvill provide our services as expeditiously as practicable lnoxving that ti,e City uvill avant to make an informed decision on the additional parcel acquisition short3} after the survey by. been corupleted and foravarded to our atteniiom Fee acrd Expenses KiiA will perform the senicea in Tas%s 14 for the total lump suis fee of $5,600.00, including miscellaneous project expenses. Task l Base Data Review, Preparation and interpretation $ 1,40flA0 Task 2 Site Planning Option; for Adjacent Parcels of Land $ 2,50it.00 Task 3 Site Pian far Entire Park and New Parcels $ 1,250.00 Task 3 Opinion of Probable Construction Coats $ S50.00 Total Lump Sum Fee $ 5,600.00 Lump sum fees ❑ill be invoiced monthly ba;ed upon the overall percentage of service; perforated Payurent % ill be due within 25 days of your receipt of the invoice. Closure In addition to the matter set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant" shall refer to Kinuley- Horn and Associates, Inc., and "Client" shall refer to City of 1,Wton KHA, in an effort to expedite invoices and reduce paper waste, offers its clients the option to receive electronic invoices. These invoices coupe via email in an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please select a billing method from the choices below _ Please email all invoices to (ri Please email invoic4s to AND provide a hard copy to the address listed above to the attention of (or provide alternative addrs s). _ Please ONLY provide a hard copy invoice to the address lis€ed above to the attention o£ (or protide alternative address). If you concur in all the foregoing and ni h to direct us to proceed with the service., please have authorized person; execute both copies of this Agreement in the spaces provided below, retain one copy, and return the other to us. We will commence ;entices only atter vve have received a fully -executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. 8 KltttNy-Burr) 16- and Anar riatoa, Irur, W. Pace# To en vrre proper setup of your projects so that ssv can get started, please complete and return with the signed copy of this Agreement the attached Request for Information. Failure to supply this information could result in delay in starting nor$ on your project_ We appreciate the opportunity to p[o%i& these services to you Please contact we if you have any question;. Very truly yours, MMEY-HORN A*IA ASSOCIATES, NIC By: Raymond P. Strychals4 ASLS, RLA Vice President ± Senior Landscape Architect Authorized by. C Client's Federal Tax 11): _ Client's Business License No.: Client's Street Address: Attachment -- Request for Information Attachment — Stamlard Provisions Attachment — Rate Schedule 9 Exhibit "B" Insurance Certificate H ACORl7® C" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYYj 7/3/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Greyling Insurance Brokerage 450 Northridge Parkwaya Suite 102 Atlanta GA 30350 CONTACT 'Terry lloyola PHONE (770) 552-4225 FA(AIX Rol; (e65)550-4682 DD RIEss:7erry.noyola@greyling.com INSURER(S) AFFORDING COVERAGE NAICN INSURER A:Travelers PropertV Casualty 5674 INSURED Kimley--Horn and Associates, Inc. P.O. Box 33068 Raleigh NC 27636 INSURER 8:Travelers Indemnity Company 5682 INSURERC -Lexie ton Insurance Company 19437 INSURER O: INSURER E' 1 INSURER F: COVERAGES CERTIFICATE NUMBER:11-12 (Kimley Mindy) REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR LTR TYPE OF INSURANCE DD BR POLICY NUMBER POLICY EFF MMIDD POLICY EXP MWDD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IX OCCUR -630-8193B99A-TIL-11 2/1/2011 2/1/2412 TO RENTED PREM SES a 0=uffencol S 1,000,000 MEDEXP(An one rson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 X Contractual Liability GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMETAPPLIES PER: PRODUCTS - COM PTOPAGG $ 1,000,000 PRO- X LOC POLICY FX1 g AUTOMOBILE LIABILITY COM�BIdd mn INGLE LIMIT 11000,000 BODILY IN3URY (Per person) 5 X ANY AUTO ALLOWNED SCHEDULED AUTOS -810-5724B497-TCT-11 2/1/2011 2/1/2012 S BODILY INJURY (Per aocMcni)AUTOS Pe��den DAMAGEE $ X HED AUTOS LXAUTOS�41NED Underinsured motorist 9 sal $ X UMBRELLALIA6 X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE S 5,000,000 A EXCESS LIAR CLAIMS -MADE DED I X RETENTION 10,00 $ SM-CUP-6193B99A-TIL-11 2/1/2011 2/1/2012 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIErORwARTNERIEX£CUTIVE OFFICERMEMBER EXCLUDED? L�LjJ-UB-8193B99-A-11 (Mandatory In NH) NIA 2/1/2011 2/1/2012 OTRH X AAr-STATU-1 FIR TORY LIMITS F E.L EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYE $ 500,000 Irgs, describe under DESCRIPTION OF OPERATIONS blow E.L. DISEASE - POLICY LIMIT $ 500,000 C Professional Liability 016017332 2/1/2011 2/1/2012 per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Re: Bell Memorial Park. littla1111112[t71sA=1.[*]ItDI : ff-lift"RRW1UL9► City of Milton John Rebar 13000 Deerfield Parkway Suite 107G Milton, CA 30004 ACORD 25 (2010/05) INS025 (goinasi m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE tial Ormaza/JERRY ©1988.2010 ACORD CORPORATION. All rights reserved. Tha AC:r)Rr1 mama nnri Innn nra rontafororl markt of A%nnizn ,STATE OF GEORGIA CITY OF MILTON EXHIBIT "C" CONSULTANT AFFIDAVIT AND AGREEMENT By esecttting this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is 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 fitrther 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 Millon, 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 provided by the City. Consultant 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 perform such service. EEV 1 Basic Pilot Program User Identification Number BY: Authorized Officer or Agent Date Kimley-Horn and Associates, Inc. Vli(:-� F P, Z'S �d6fF'" Title of Authorized Officer or Agent of Contractor Printed Name of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE 44D DAY OF TQN , 201. z .....&M, ZOP�6-'-) Notary Public My ot1i emission Expires: STATE OF GEORGIA CITY OF MILTON EXHIBIT "D" SUBCONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned subcontractor verifies its conipliance�th O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is cilga4pdin the physical performance of services under a contract with Kimley-Horn and Associatq�- ifc. on behalf of the City of Milton has registered with and is participating in a federal work author' (tion program, in accordance with the applicability provisions and deadlines established in O.C.GV§ 13-10-91. EEV / Basic Pilot Program User Identification Number BY: A«thorized Officer or Agent Date Insert Subcontractor Name Title of Authorized Officer of%Aacnt of Subcontractor Printed Name of Autlldrized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME,6N THIS THE DAY/6F , 201_ Notary, Public My Commission Expires: 12 J'j0C�rl (Acr,S STATE OF GEORGIA CITY OF MILTON EXHIBIT "E" SAVE AFFIDAVIT By executing this affidavit ender oath, and as aii applicant for a public benefit, as referenced in O.C.G.A. § 50-36-1, front the City of Milton, the undersigned applicant verifies one of the following with respect to my application for a public benefit: 1) �/ I am a United States citizen. 2) 1 am a legal permanent resident of the United States, 3) 1 am a qualified alien or non-immigrant under the Federal Immigration and Nationality Act with an alien number issued by the Depailment of Homeland Security or other federal immigration agency. My alien number issued by the Department of Homeland Security or other federal immigration agency is: The undersigned applicant also hereby verifies that lie or she is 18 years of age or older and has provided at least one secure and verifiable document, as required by O.C.G.A. § 50-36-1(e)(1), with this affidavit. The secure and verifiable document provided with this affidavit can best be classified as: In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. § 16-10-20, and face criminal penalties as allowed by such criminal statute. Executed in 1(-'tt� (city), '4 C— -i A (state). Signature of Applicant SUBSCRIBED AND SWORN BEFORE ME ON THIS THE DAY OF �li L , 2014 NOTARY PUBLIC �20+ My Commission Expires: '� O AV 4 e t-... 'r C V_ c �p r I 1T/Z_ . Printed Name of Applicant City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Kathleen Field, Director Date: July 1, 2012 - for the Council Meeting of August 6, 2012 Agenda Item: Contract with the Firm of Tunnell, Spangler & Associates, Inc. for the Purpose of Providing Professional Planning Services for the Deerfield Area Background: Upon completion of the recent Highway 9/Georgia 400 Master Plan, it has been determined that a form-based overlay zone should be developed for the purpose of implementing this Plan. The firm of Tunnell, Spangler & Associates, Inc., regional experts in form-based zoning ordinances, has the required expertise to provide the professional services needed for such a task. Discussion: The work to be completed under this Agreement (the “Work”) is referenced in the Contract as “Exhibit A”. Key tasks to be completed under this contract include: undertake issue identification and analysis; develop for community review and input, a draft Code and Regulating Plan; and, subsequent to review and comment, provide a final Draft Smart Code and Regulating Plan. Assisting with this initiative will be a representative Stakeholder Committee. Attachments: “Exhibit A” 1 PROFESSIONAL SERVICES AGREEMENT Deerfield Form-Based Code Overlay Zone This Agreement made and entered into this 13th day of July, in the year 2012, by and between The City of Milton, Georgia (sometimes referred to herein as the “City”), having its principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Tunnell-Spangler & Associates, Inc. (“Consultant”) having its principle place of business at 1389 Peachtree Street NE, Ste 200, Atlanta, GA 30309. WHEREAS, the City of Milton will require certain professional public works services beginning on July 12, 2012; and WHEREAS, the City’s Purchasing Policy authorizes the procurement of professional services contracts of $30,000.00 or less; and WHEREAS, the City has determined that this Agreement constitutes such professional services; NOW THEREFORE, in consideration of the mutual covenant and promises contained herein, the parties agree as follows: 1.0 Scope of Work; Compensation The Consultant agrees to provide all Services specified in Exhibit “A,” attached hereto and incorporated herein by reference, for the compensation described therein. No payments will be made for unauthorized work. Invoices should be submitted to Rick Pearce, 13000 Deerfield Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered. City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City’s certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City’s receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed a lump sum fee of $22,000 (the “Contract Price”) without prior written approval from the City. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant’s industry, Consultant will give written notice thereof immediately to the City. 2 2.0 Independent Contractor 2.1. The Consultant is an independent Contractor. The Consultant is not an employee, agent or representative of the City of Milton. The Consultant shall obtain and maintain, at the Consultant’s expense, all permits, license or approvals that may be necessary for the performance of the services. 2.2 Inasmuch as the City of Milton and the Consultant are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parities hereto. The Consultant agrees not to represent itself as the City’s agent for any purpose to any party or to allow any employee of the Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Consultant shall assume full liability for any contracts or agreements the Consultant enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 3.0 Indemnification 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 defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, 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 sub-consultant, anyone directly or indirectly employed by the Consultant or sub-consultant or anyone for whose acts the Consultant or sub-consultant 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 agents or employees, by any employee of the Consultant, any sub-consultant, anyone directly or indirectly employed by the Consultant or sub-consultant or anyone for whose acts the Consultant or sub- consultant may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant or any sub-consultant under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 4.0 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 sub-consultants. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. 3 (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, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Consultant's errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $1,000,000 per 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, 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, 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, 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. 4 (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 b y the Consultant for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (c) All Coverages. (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 4 of this Agreement. (5) Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than A:VII. (6) Verification of Coverage: Consultant shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by Consultant's insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Consultant shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. (7) Sub-consultants: Consultant shall include all sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub-consultant. All coverage for sub-consultants shall be 5 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 (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement. 5.0 Term; Termination The term of this Agreement shall be from and shall terminate absolutely and without further obligation on the part of the City on December 31, 2012, provided that this Agreement, absent written notice of non-renewal provided by the City to Consultant at least thirty (30) days prior to December 31, 201 2, shall automatically renew on January 1, 2013 to December 31, 2013. The City may terminate this Agreement upon a breach of any provision of this Agreement by Consultant and Consultant’s subsequent failure to cure such breach within fifteen (15) days of receipt from the City of a written notice of the breach. Title to any supplies, materials, equipment, or other personal property shall remain in the Consultant until fully paid by the City. 6.0 Compliance with All Laws and Licenses The Consultant must obtain all necessary licenses and comply with local, state and federal requirements. The Consultant shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement. 7.0 Assignment The Consultant shall not assign or subcontract the whole or any part of this Agreement without the City of Milton’s prior written consent. 8.0 Amendments in Writing No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties. 9.0 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 provi de the services in pursuit of the timely and competent completion of the Work undertaken by Consultant under this Agreement. 6 10.0 Governing Law This Agreement shall be governed in all respects by the laws of the State of Georgia. 11.0 Interpretation of Documents In the event of a conflict in language between this Agreement and any exhibit to this Agreement, the provisions most favorable to the City shall govern. 12.0 Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 13.0 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. 14.0 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. 15.0 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 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 NOTICE TO THE CONSULTANT shall be sent to: Caleb Racicot, AICP Tunnell-Spangler-Walsh & Associates 1389 Peachtree Street, NE, Ste 200 Atlanta, GA 30309 7 16.0 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 reme dy, 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature. TUNNELL-SPANGLER-WALSH & ASSOCIATES, INC. Signature: __________________________________ Printed Name: _______________________________ Title: _____________________, Member/Manager SIGNED, SEALED, AND DELIVERED in the presence of: ___________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: _____________________________ 8 CITY OF MILTON: By: _____________________________ Its: _____________________________ [CITY SEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: _____________________________ 9 PROPOSAL FOR DEERFIELD FORM-BASED CODE City of Milton Submitted by: Tunnell-Spangler-Walsh & Associates June 28, 2012 Contact: Caleb Racicot, AICP Tunnell-Spangler-Walsh & Associates 1389 Peachtree Street NE, Ste 200 Atlanta, GA 30309 404/873-6730 cracicot@tsw-design.com Exhibit “A” Submitted to: CITY OF MILTON Submitted by: Tu NNELL -S pAN g LE r-WALS h & ASSOCIATES DEE r FIELD FO r M-BASED CODE pr O p OSAL June 28, 2012 OvErvIEW Tunnell-Spangler-Walsh & Associates (TSW) is pleased to submit our pro- posal for preparing a form-based code for the Deerfield area of the City of Milton. TSW is a full service planning, architecture, and landscape archi- tecture firm specializing in customized design solutions that improve the quality of life in the communities we serve. Our planning studio focuses on area plans, policy studies, outreach, and form-based coding. TSW believes that our form-based coding experience makes us uniquely qualified to assist the City of Milton in moving the vision for Deerfield towards reality. Caleb Racicot, proposed Project Manager for this effort, has prepared nearly a dozen form-based codes across the region, including several locally-calibrated SmartCodes. This puts us in a unique position to assist the City in crafting a workable code that meets local needs. ApprOACh The following process is proposed for preparing a locally-calibrated Smart- Code for the Deerfield area of Milton. Task One: Issue Identification Two months This task will review recent planning efforts and existing regulations in the Deerfield area, and solicit stakeholder feedback on them. This shall serve as the basis for the draft code and regulating plan identified in Task Two. Initial Team Meeting - Meet with City staff to review the effort and finalize the approach. Existing Statutory Review - Gather and review existing regulations, policies, covenants, and projects in the area. The purpose of this shall be to identify elements that could be included in the proposed code, such as new streets, multi-use trails, open spaces, and similar features. 3. Desired Form Analysis - Review the Highway 9/Georgia 400 Area Master Plan LCI Study and quantify the metrics within it. 4. Stakeholder Committee Creation - Establish a code review com- mittee to guide the code revision process. Elected officials and major property owners should be encouraged to join. 5. Interviews - Conduct one day of interviews. At a minimum, these shall include developers, landowners, city officials and staff, and residents. 6. Stakeholder Committee Meeting #1 - Introduce the process, present the Crabapple Form-Based Code, and a review of interview findings. 1. 2. Townhouses along Webb Road A mixed office and retail center on Highway 9 Windward Parkway businesses Submitted to: CITY OF MILTON Submitted by: Tu NNELL -S pAN g LE r-WALS h & ASSOCIATES DEE r FIELD FO r M-BASED CODE pr O p OSAL June 28, 2012 Task Two: Draft Code and Regulating Plan Two to three months During this task, TSW will convert the vision of Task One and the Draft Code Elements of Task Two into a draft ordinance with supporting maps. 7. Draft Code V.0 - Prepare the locally-calibrated SmartCode. In addi- tion to standard elements, such as zones, building heights, setbacks, use, parking, etc., the code shall also incorporate the following: Transfer of Development Rights (TDR). Architectural standards, which should be prepared based on exist- ing design standards. Code translation sheets of proposed transect zones and districts showing their relationship to existing zoning. 8. Draft Regulating Plan V.0 - Prepare a Regulating Plan showing the district and any location-specific requirements. These may include thoroughfare locations, greenway trails, density sub-areas/T-Zones, public spaces, pedestrian ways, TDR Sending and Receiving areas, and other geographically-specific elements. 9. Revise Code and Regulating Plan - Following City review and com- ment, prepare Draft Code V.1 and Regulating Plan V.1. Transmit to the code review committee. 10. Stakeholder Committee Meeting #2 - After the code review commit- tee has had time to thoroughly review the draft materials, a meeting will be held to discuss the code. 11. Code and Regulating Plan Revisions - Based on comments from the code review committee and City staff, prepare Draft Code V.2 and Draft Regulating Plan V.2. Transmit to the code review committee. 12. Stakeholder Committee Meeting #3 - After the code review commit- tee has had time to thoroughly review the revised materials, a meeting will be held to discuss them. 13. Revise Code and Regulating Plan - Prepare Draft Code V.3 and Reg- ulating Plan V.3. 14. Public Information Meeting - Present the Draft Code V.3 and Draft Regulating Plan V.3 at a public information meeting. Solicit feedback from the public and other stakeholders. i. ii. iii. The LCI plan calls for increased housing and office development in Deerfield HIGHWAY 9/GA 400 AREA MASTER PLANLIVABLE CENTERS INITIATIVE STUDY (LCI) Prepared by Urban Collage, Inc. in association with Kimley-Horn and Associates, and RCLCo APRIL 2012 Submitted to: CITY OF MILTON Submitted by: Tu NNELL -S pAN g LE r-WALS h & ASSOCIATES DEE r FIELD FO r M-BASED CODE pr O p OSAL June 28, 2012 Task Three: Milton Approval Process Three months During this task, TSW will work with the City of Milton to finalize the code. At a minimum this will include: 15. Planning Commission Work Session - Present the Draft Code V.3 and Regulating Plan V.3 for review and comment. 16. Design Review Board Meeting - Present Draft Code V.3 and Regulat- ing Plan V.3 for review and comment. 17. Revise Code and Regulating Plan - Prepare Draft Code V.4 and Reg- ulating Plan V.4. 18. Planning Commission Meeting - Present Draft Code V.4 and Regu- lating Plan V.4 for approval. 19. Revise Code and Regulating Plan - Prepare Final Draft Code and Regulating Plan. 20. Council Work Session - Present Draft Code V.4 and Regulating Plan V.4 for review and comment. Make any changes requested. Deliverables As part of this TSW shall provide the following: Draft SmartCode V.0-V.4 (digitally; printed copies shall be provided by the City of Milton) Draft Regulating Plan V.0-V.4 (digitally; one poster-size printed copy, printed copies shall be provided by the City of Milton) Final Draft SmartCode and Regulating Plan (digitally, and with the type and number of printed copies identified for drafts above) PowerPoint Presentations (digitally) ASSuMpTIONS TSW’s performance of the items above is dependant upon the following: TSW assumes that the current vision for Deerfield will be maintained. TSW will use a locally-calibrated SmartCode for the coding effort. The City of Milton will arrange and advertise meetings, including space reservation and refreshments. TSW shall have access to GIS data provided by the City of Milton. Other consultants or legal counsel shall be retained by the City of Mil- ton, particularly those advising the City on TDR mechanisms. • • • • • • • • • D R A W I N G B Y J A M E S W A S S E L L T1 T3 T4 T5 T6 T2 Submitted to: CITY OF MILTON Submitted by: Tu NNELL -S pAN g LE r-WALS h & ASSOCIATES DEE r FIELD FO r M-BASED CODE pr O p OSAL June 28, 2012 FEES & TErMS Fees for work outlined above will not exceed twenty two thousand dollars and zero cents ($22,000.00). All fees will be invoiced monthly according to the hourly fee schedule then in effect. rEIMBurSABLES The fees above include all expenses. ExECuTION This agreement is cancelable by either the City of Milton or TSW by way of written notice to the other party. Fees will be due for work to date of cancellation only. If this proposal meets with your approval, please sign below and return one copy for our files. Accepted by: City of Milton Tunnell-Spangler-Walsh & Associates Date Date June 28, 2012 City of Milton 13000 Deerfield Parkway Suite 107C Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Kathleen Field, Director Date: July 2, 2012 - for the Council Meeting of August 6, 2012 Agenda Item: Contract with Rick Pruetz, F.A.I.C.P., for the Purpose of Providing Professional Services to Develop a Transfer of Development Rights Ordinance for the “Regional Activity Center” Sub-area as Defined within the Highway 9/Georgia 400 Master Plan Background: Upon completion of the recent Highway 9/Georgia 400 Master Plan, it has been determined that a form-based overlay zone should be developed for the purpose of implementing this Plan. Additionally, it was determined that a Transfer of Development Rights Ordinance should be included as part of this initiative. Rick Pruetz, F.A.I.C.P. is a nationally recognized expert on TDR’s and has the required expertise to provide the professional services needed for such a task. Discussion: The work to be completed under this Agreement (the “Work”) is referenced in the Contract as “Exhibit A”. Key tasks to be completed under this contract include: preparation of a draft ordinance outlining a TDR Program for the “Regional Activity Center”; development of estimated values of TDR’s for sending area landowners and receiving area developers in order to determine need for transfer ratios; and preparation of a final ordinance including all the TDR Program components needed for insertion in the proposed form based code for this area. Attachments: “Exhibit A” 1 PROFESSIONAL SERVICES AGREEMENT Transfer of Development Rights for “Regional Activity Center” Highway 9/Georgia 400 Master Plan This Agreement made and entered into this 13th day of July, in the year 2012, by and between The City of Milton, Georgia (sometimes referred to herein as the “City”), having its principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Rick Pruetz, FAICP (“Consultant”) having its principle place of business at 522 The Strand, Hermosa Beach, CA 90254. WHEREAS, the City of Milton will require certain professional planning services beginning on July 13, 2012; and WHEREAS, the City’s Purchasing Policy authorizes the procurement of professional services contracts of $30,000.00 or less; and WHEREAS, the City has determined that this Agreement constitutes such professional services; NOW THEREFORE, in consideration of the mutual covenant and promises contained herein, the parties agree as follows: 1.0 Scope of Work; Compensation The Consultant agrees to provide all Services specified in Exhibit “A,” attached hereto and incorporated herein by reference, for the compensation described therein. No payments will be made for unauthorized work. Invoices should be submitted to Rick Pearce, 13000 Deerfield Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U. S. Mail only; payment will not be hand-delivered. City agrees to pay Consultant for the services performed and costs incurred by Consultant upon the City’s certification that the services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for services performed and, if applicable, reimbursement for costs incurred shall be paid to Consultant upon the City’s receipt and approval of an invoice, submitted upon completion of the Work, setting forth in detail the services performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted. The total amount paid under this Agreement for the Work shall not, in any case, exceed a lump sum fee of $19,800 (which includes all related travel expenses of Consultant and all subconsultants) (the “Contract Price”) without prior written approval from the City. Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant agrees that in the event it cannot perform the Work within the budgetary limitations established without disregarding sound principles of Consultant’s industry, Consultant will give written notice thereof immediately to the City. 2 2.0 Independent Contractor 2.1. The Consultant is an independent Contractor. The Consultant is not an employee, agent or representative of the City of Milton. The Consultant shall obtain and maintain, at the Consultant’s expense, all permits, license or approvals that may be necessary for the performance of the services. 2.2 Inasmuch as the City of Milton and the Consultant are entities independent of one another, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parities hereto. The Consultant agrees not to represent itself as the City’s agent for any purpose to any party or t o allow any employee of the Consultant to do so, unless specifically authorized, in advance and in writing, to do so, and then only for the limited purpose stated in such authorization. The Consultant shall assume full liability for any contracts or agreements the Consultant enters into on behalf of the City of Milton without the express knowledge and prior written consent of the City. 3.0 Indemnification 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 defend, indemnify and hold harmless the City, its officers, boards, commissions, elected and appointed officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, 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 sub-consultant, anyone directly or indirectly employed by the Consultant or sub-consultant or anyone for whose acts the Consultant or sub-consultant 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 agents or employees, by any employee of the Consultant, any sub-consultant, anyone directly or indirectly employed by the Consultant or sub-consultant or anyone for whose acts the Consultant or sub- consultant may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant or any sub-consultant under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. 4.0 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 sub-consultants. All policies shall be subject to approval by the City Attorney to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. 3 (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, including loss of use resulting there from. (b) Comprehensive Automobile Liability (owned, non-owned, hired) of $1,000,000 combined single limit per occurrence for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting there from. (c) Professional Liability of $1,000,000 limit for claims arising out of professional services caused by the Consultant's errors, omissions, or negligent acts. (d) Workers' Compensation limits as required by the State of Georgia and employers Liability limits of $1,000,000 per 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, 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, 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, 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. 4 (v) Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. (vi) The insurer agrees to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (vii) All endorsements to policies shall be executed by an authorized representative of the insurer. (b) Workers' Compensation Coverage. The insurer will agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses arising from work performed by the Consultant for the City. (c) All Coverages. (i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. (ii) Policies shall have concurrent starting and ending dates. (iii) Policies shall include an endorsement incorporating the Indemnification obligations assumed by the Contractor under the terms of this Agreement, including but not limited to Section 4 of this Agreement. (5) Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Bests' rating of no less than A:VII. (6) Verification of Coverage: Consultant shall furnish the City with certificates of insurance and endorsements to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance and endorsements shall be on a form utilized by 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 th e right to require complete, certified copies of all required insurance policies, at any time. The Consultant shall provide proof that any expiring coverage has been renewed or replaced at least two (2) weeks prior to the expiration of the coverage. 5 (7) Sub-consultants: Consultant shall ensure that sub-consultants Jamie Baker Roskie and Jeffrey Dorfman maintain during the entire term of this Agreement insurance coverages, at a minimum, as shown respectively on Exhibit “B” attached hereto and incorporated herein by reference. (8) Claims-Made Policies: Consultant shall extend any claims-made insurance policy for at least six (6) years after termination or final payment under the Agreement, whichever is later. (9) City as Additional Insured and Loss Payee: The City shall be named as an additional insured and loss payee on all policies required by this Agreement. 5.0 Term; Termination The term of this Agreement shall begin on Friday, July 13, 2012 and shall terminate absolutely and without further obligation on the part of the City upon Consultant’s completion of the services described herein, but no later than December 31, 2012. provided that this Agreement, absent written notice of non-renewal provided by the City to Consultant at least thirty (30) days prior to December 31, 2012, shall automatically renew on January 1, 2013 to December 31, 2013. The City may terminate this Agreement upon a breach of any provision of this Agreement by Consultant and Consultant’s subsequent failure to cure such breach within fifteen (15) days of receipt from the City of a written notice of the breach. Title to any supplies, materials, equipment, or other personal property shall remain in the Consultant until fully paid by the City. 6.0 Compliance with All Laws and Licenses The Consultant must obtain all necessary licenses and comply with local, state and federal requirements. The Consultant shall comply with all laws, rules and regulations of any governmental entity pertaining to its performance under this Agreement. 7.0 Assignment The Consultant shall not assign or subcontract the whole or any part of this Agreement without the City of Milton’s prior written consent. 8.0 Amendments in Writing No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the parties. 9.0 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. 6 10.0 Governing Law This Agreement shall be governed in all respects by the laws of the State of Georgia. 11.0 Interpretation of Documents In the event of a conflict in language between this Agreement and any exhibit to this Agreement, the provisions most favorable to the City shall govern. 12.0 Entire Agreement This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein; all prior agreements, representations, statements, negotiations, and undertakings are suspended hereby. Neither party has relied on any representation, promise, nor inducement not contained herein. 13.0 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. 14.0 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. 15.0 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 t he 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 13000 Deerfield Parkway, Suite 107F Milton, Georgia 30004 7 NOTICE TO THE CONSULTANT shall be sent to: Rick Pruetz, FAICP 522 The Strand Hermosa Beach, CA 90254 16.0 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year set forth next to each signature. Rick Pruetz, FAICP Signature: __________________________________ Printed Name: _______________________________ SIGNED, SEALED, AND DELIVERED in the presence of: ___________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: _____________________________ 8 CITY OF MILTON: By: _____________________________ Its: _____________________________ [CITY SEAL] SIGNED, SEALED, AND DELIVERED in the presence of: _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL] My Commission Expires: _____________________________ 9 1 “Exhibit A” Scope of Work TDR Components for Form Based Code Highway 9/Georgia 400 Planning Area Milton, Georgia This transfer of development rights (TDR) work for Milton, Georgia aims to develop TDR components for insertion in a form based code designed to implement the greenspace as well as development goals of the Highway 9/Georgia 400 Area Master Plan using the Plan’s Regional Activity Center subarea as a TDR receiving area. In addition, these TDR components will build on the recently-adopted Crabapple form based code by using TDR to encourage the voluntary preservation of greenspace throughout Milton, including all subareas of the Highway 9/Georgia 400 Area, consistent with the City’s community-wide goals for the conservation of environmentally-significant sites, open space and rural character as well as the creation of trails, greenways and other recreational facilities. We propose to include land use attorney Jamie Baker Roskie to provide legal support for the study. In addition, we include Professor Jeffrey Dorfman of the University of Georgia to assist with the development of real estate value estimates that are important to a successful TDR program. This proposal assumes four phases that correspond with four meetings that the consultant will attend, necessitating four trips to Milton as detailed in the following description of tasks. PROPOSED TASKS Phase One Task A (Pruetz) Collect data and coordinate with City staff, form based code consultant and sub-consultants Coordinate with Professor Dorfman to estimate optimum TDR value Prepare power point program and travel to Milton to present this program at stakeholders committee meeting Task B (Dorfman) Coordinate with Pruetz on estimates of value of bonus development, value of easements on potential sending areas and possible transfer ratios Phase Two Task A (Pruetz) When draft form based code is prepared, insert draft TDR components with intent to maintain consistency with Crabapple form based code including the use of TDR receiving sites within the Regional Activity Center of the Highway 2 9/Georgia 400 Area to preserve greenspace City-wide as well within the Highway 9/Georgia 400 Area Prepare power point program and travel to Milton for presentation at public informational meeting On the morning after the public informational meeting, present the draft TDR components at a meeting of the stakeholders committee Task B (Roskie) Roskie performs legal support as needed Task C (Dorfman) Dorfman continues to work with Pruetz to refine or conf irm TDR value estimates Phase Three Task A (Pruetz) Pruetz revises TDR components based on input from staff, stakeholders and general public Prepare power point program and travel to Milton to present to Planning Commission Task B (Roskie) Roskie performs legal support as needed Task C (Dorfman) Dorfman assists in finalizing value estimates as needed Phase Four Task A (Pruetz) Pruetz revises TDR components based on input from Planning Commission, staff, stakeholders and general public Prepare power point program and travel to Milton to present to City Council Task B (Roskie) Roskie performs legal support as needed Task C (Dorfman) Dorfman assists in finalizing value estimates as needed PROPOSED BUDGET Phase One Task A (Pruetz) 36 hours X $100/hour = $3,600 Travel Expenses* = $700 Phase Two Task A (Pruetz) 30 hours X $100/hour = $3,000 3 Travel Expenses* = $700 Phase Three Task A (Pruetz) 20 hours X $100/hour = $2,000 Travel Expenses* = $700 Phase Four Task A (Pruetz) 20 hours X $100/hour = $2,000 Travel Expenses* = $700 Pruetz: Labor Subtotal: Not to exceed $10,600 Travel Expenses 2,800 Dorfman: Not to exceed $3,000 (billing rate $250/hour) Roskie: Not to exceed $3,000 (billing rate $200/hour) TOTAL Not to Exceed $19,400 * Travel expenses for one day/one night trip Airfare $380 Cab fare LA 60 Car rental Atlanta 120 Lodging 140 Travel Expense TOTAL $700 Wildlife Community Certification Project Project Plan Objectives- To certify The City of Milton with the title of a Wildlife Habitat Community. To work in conjunction with the NWF to achieve this certification. To establish a sense of wildlife habitat awareness within the citizens of Milton. Steps (Overall)- Obtain the list of previously certified addresses in Milton. Review the requirements and point system used by the NWF to determine current points. Inform the general population about the project, how to certify their property, and of the benefits for the community through various options (Facebook, Milton webpage, new website, flyers, etc.). Contact residents to advise them to certify their property and update them of the benefits and progress of the project. Certify government buildings if not already certified. Encourage schools, churches, and other large public buildings to certify their land. Certify the project’s team member’s homes for bonus points. Hold garden and wildlife habitat workshops throughout the next year. Steps (Summer)- Register the Milton project with NWF Analyze where Milton is now (how many points do we currently have with houses, schools, businesses?) Meet with Malcolm Barnard-JC Wildlife Habitat leader Research stakeholders Develop a project plan and timeline Develop a website or at least a webpage for Milton's website Establish a certification team Hold at least 2 meetings this summer of certification team Timeline (Overall)- June 2012 June 2013 June 4- Project Start Obtain List/Register City with NWF Review point system and determine current points Inform population about project Contact Residents Certify Government Buildings Encourage schools and public areas to certify their land Certify the team member’s homes Complete/Wrap-up Project Timeline (Summer)- June 4-15- Register the Milton project with NWF/Research potential members of Certification team June 4- Project Start June 4th August 3rd June 18-22- Analyze where Milton is now June 25-July 6- Develop Website/Initiate public awareness campaign July 9-20- Establish a Certification team, hold meetings, and develop a plan for the future of the project July 23- August 3- Develop Project, Increase certification of general population August 3- Project Deadline Hold Garden and Wildlife Workshops Exhibit 1A - DRAFT CIP Without Additional Transportation Investment Act (TIA) FundingIntersection ProjectsBudgetFY 07-10FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 241SR 140 at New Providence RdPE/ROW CNST CNST2 SR 372 at Providence RdPE/ROW CNST CNST3SR 372 Crabapple Rd/Birmingham Hwy Intersection ImprovementsCON PE ROW CNST4 SR 140 at Cox Rd5Cogburn Rd at Bethany BendALL6Hopewell Rd/Cogburn Rd at Francis Rd/Hopewell RdPE ROW/CNST7Birmingham Rd at Hopewell RdCON/PE PE/ROW ROW/CNST CNST8Morris Rd at Deerfield PkwyALL9 SR 9 at Bethany BendCON PE PE ROW ROW ROW/CNST CNST CNST CNST10Hopewell Rd at Bethany Bend/Bethany Way/ Bethany Oaks PtCON PE ROW ROW ROW/CNST CNST CNST CNST11Bethany Rd at Providence RdPE ROW CNST12Freemanville Rd at Providence RdPE ROW CNST13Freemanville Rd at 13Birmingham RdCON PE ROW CNST CNST14Crabapple Northeast BypassPE PE ROW ROW/CNST CNST15Hopewell Rd at Thompson Rd/South ThompsonCON PE ROW/CNST CNST16 SR 372 at Green Rd*CON PE17 Hopewell Rd at Redd Rd*CON PE18Bethany Bend at Morris Rd/McGinnis Ferry Rd**19 Webb Rd at Morris Rd20SR 372 at Birmingham Rd/Hickory Flat Rd21Hopewell Rd at Hamby Rd22Crabappple Southeast Bypass23SR 140 at Ranchette Rd24 SR 140 at Green Rd25Bethany Bend at Strickland Rd*** Not identified in CTP** Portion of Project in Forsyth CountyDRAFT 7/6/12CON - Concept Development ROW - Right of Way AcquisitionPE - Preliminary Engineering CNST - Construction Exhibit 2A - DRAFT CIP With Additional Transportation Investment Act (TIA) FundingIntersection ProjectsBudgetFY 07-10FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 241SR 140 at New Providence RdPE/ROW CNST CNST2SR 372 at Providence RdPE/ROW CNST CNST3SR 372 Crabapple Rd/Birmingham Hwy Intersection ImprovementCON PE ROW CNST4SR 140 at Cox Rd5Cogburn Rd at Bethany BendALL6Hopewell Rd/Cogburn Rd at Francis Rd/Hopewell RdPE ROW/CNST7Birmingham Rd at Hopewell RdCON/PE ROW CNST8Morris Rd at Deerfield PkwyALL9SR 9 at Bethany BendCON PE ROW ROW CNST CNST10Hopewell Rd at Bethany Bend/Bethany Way/ Bethany Oaks PtCON PE ROW CNST CNST11Bethany Rd at Providence RdPE ROW/CNST12Freemanville Rd at Providence RdPE ROW CNST13Freemanville Rd at Birmingham RdCON/PEROWCNST13Birmingham RdCON/PEROWCNST14Crabapple Northeast BypassPE PE/ROW ROW CNST15Hopewell Rd at Thompson Rd/South ThompsonCON PE ROW CNST CNST16SR 372 at Green Rd*PE ROW CNST CNST17Hopewell Rd at Redd Rd*CON PE/ROW CNST CNST18Bethany Bend at Morris Rd/McGinnis Ferry Rd**CON PE ROW/CNST CNST19Webb Rd at Morris RdPE ROW/CNST CNST20SR 372 at Birmingham Rd/Hickory Flat RdCON/PEROW/CNSTCNST21Hopewell Rd at Hamby RdCON/PEROW/CNST22Crabappple Southeast BypassPE23SR 140 at Ranchette RdCON/PE24SR 140 at Green RdCON/PE25Bethany Bend at Strickland Rd**CON/PE* Not identified in CTP** Portion of Project in Forsyth CountyDRAFT 7/6/12CON - Concept Development ROW - Right of Way AcquisitionPE - Preliminary Engineering CNST - Construction Exhibit 1 - DRAFT CIP Without Additional Transportation Investment Act (TIA) Funding Intersection ProjectsTotalLocalTotalFedTotalProjectBudgetFY 07-10FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 TOTALS1SR 140 at New Providence Rd$314,315 $1,057,260 $1,371,575 $422,500 $68,750 $71,378$562,6282SR 372 at Providence Rd$784,311 $2,737,246 $3,521,557 $598,980 $109,490 $219,318$927,7883SR 372 (Crabapple Rd/ Birmingham Hwy) Intersection Improvement$1,076,363 $3,705,450 $4,781,813 $30,000 $155,000 $445,000 $447,000$1,077,0004SR 140 at Cox RdGDOT GDOT5Cogburn Rd atBethany Bend$575,000 $575,000 $575,000$575,0006Hopewell Rd/Cogburn Rd at Francis Rd/Hopewell Rd$992,103$992,103$112,103$880,000$992,103$992,103$992,103$112,103$880,000$992,1037Birmingham Rd atHopewell Rd$890,000 $890,000 $77,500 $100,000 $323,000 $390,000$890,5008Morris Rd at Deerfield Pkwy$350,000 $350,000$350,000$350,0009SR 9 at Bethany Bend$3,335,000 $50,000 $3,385,000$15,000 $100,000 $200,000 $500,000 $500,000 $500,000 $500,000 $500,000 $520,000$3,335,00010Hopewell Rd at Bethany Bend/Bethany Way/ Bethany Oaks Pt$2,000,000 $2,000,000$90,000 $130,000 $310,000 $300,000 $300,000 $190,000 $380,000 $300,000$2,000,00011Bethany Rd atProvidence Rd$280,000 $1,920,000 $2,200,000$100,000 $80,000 $100,000$280,00012Freemanville Rd atProvidence Rd$480,000 $1,120,000 $1,600,000$120,000 $100,000 $260,000$480,00013Freemanville Rd at Birmingham Rd$1,200,000 $1,200,000$50,000 $70,000 $100,000 $480,000 $500,000$1,200,00014Crabapple14CrabappleNortheast Bypass$2,000,000 $2,000,000$50,000 $50,000 $400,000 $400,000 $400,000$1,300,00015Hopewell Rd at Thompson Rd/South Thompson Rd$2,000,000 $2,000,000$50,000 $100,000 $500,000 $400,000$1,050,00016SR 372 at Green Rd*$1,200,000 $1,200,000$50,000 $100,000$150,00017Hopewell Rd at Redd Rd*$1,500,000 $1,500,000$50,000 $100,000$150,00018Bethany Bend at Morris Rd/ McGinnis Ferry Rd**$1,900,000 $1,900,000$019Webb Rd at Morris Rd$1,000,000 $1,000,000$020SR 372 at Birmingham Rd/ Hickory Flat Rd$1,500,000 $1,500,000$021Hopewell Rd at Hamby Rd$1,200,000 $1,200,000$022Crabappple22CrabapppleSoutheast Bypass$1,500,000 $1,500,000$023SR 140 at Ranchette Rd$1,200,000 $1,200,000$024SR 140 at Green Rd$1,000,000 $1,000,000$025Bethany Bend atStrickland Rd**$1,000,000 $1,000,000$0TOTALS$1,021,480$895,343$1,403,196$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000$1,000,000* Not identified in CTP** Portion of Project in Forsyth CountyDRAFT 7/6/12 Exhibit 2 - DRAFT CIP With Additional Transportation Investment Act (TIA) FundingIntersection ProjectsTotalLocalTotalFedTotalProjectBudgetFY 07-10FY 11 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 TOTALS1SR 140 at New Providence Rd$314,315 $1,057,260 $1,371,575 $422,500 $68,750 $71,378$562,6282SR 372 at Providence Rd$784,311 $2,737,246 $3,521,557 $598,980 $109,490 $219,318$927,7883SR 372 Crabapple Rd/Birmingham Hwy Intersection Improvement$1,076,363 $3,705,450 $4,781,813 $30,000 $155,000 $445,000 $447,000$1,077,0004SR 140 at Cox RdGDOT GDOT5Cogburn Rd at Bethany Bend$575,000 $575,000 $575,000$575,0006Hopewell Rd/Cogburn Rd at Francis Rd/ Hopewell Rd$992,103 $992,103 $112,103 $880,000$992,1037Birmingham Rd at Hopewell Rd$890,000 $890,000 $77,500 $100,000 $713,000$890,5008Morris Rd at Deerfield Pkwy$350,000 $350,000$350,000$350,0009SR 9 at Bethany Bend$3,335,000 $50,000 $3,385,000$15,000 $300,000 $820,000 $600,000 $500,000 $1,100,000$3,335,00010Hopewell Rd at Bethany Bend/Bethany Way/ Bethany Oaks Pt$2,000,000 $2,000,000$90,000 $130,000 $650,000 $550,000 $580,000$2,000,00011Bethany Rd at Providence Rd$280,000 $1,920,000 $2,200,000$100,000 $180,000$280,00012Freemanville Rd at Providence Rd$480,000 $1,120,000 $1,600,000$100,000 $200,000 $180,000$480,00013Freemanville Rd at Birmingham Rd$1,200,000 $1,200,000$100,000 $400,000 $700,000$1,200,000Crabapple 14Northeast Bypass$2,000,000 $2,000,000$220,000 $120,000 $570,000 $1,090,000$2,000,00015Hopewell Rd at Thompson Rd/ South Thompson$2,000,000 $2,000,000$50,000 $200,000 $500,000 $740,000 $510,000$2,000,00016SR 372 at Green Rd*$1,200,000 $1,200,000$80,000 $200,000 $280,000 $640,000$1,200,00017Hopewell Rd at Redd Rd*$1,500,000 $1,500,000$160,000 $800,000 $400,000 $140,000$1,500,00018Bethany Bend at Morris Rd/McGinnis Ferry Rd**$1,900,000 $1,900,000$130,000 $300,000 $1,000,000 $470,000$1,900,00019Webb Rd at Morris Rd$1,000,000 $1,000,000$100,000 $600,000 $300,000$1,000,00020SR 372 at Birmingham Rd/Hickory Flat Rd$1,500,000 $1,500,000$210,000 $1,000,000 $290,000$1,500,00021Hopewell Rd at Hamby Rd$1,200,000 $1,200,000$180,000 $1,020,000$1,200,000Crabappple 22Crabappple Southeast Bypass$1,500,000 $1,500,000$340,000$340,00023SR 140 at Ranchette Rd$1,200,000 $1,200,000$100,000$100,00024SR 140 at Green Rd$1,000,000 $1,000,000$100,000$100,00025Bethany Bend at Strickland Rd**$1,000,000 $1,000,000$100,000$100,000TOTALS$1,021,480$895,343$1,403,196$1,000,000$1,790,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000$1,950,000* Not identified in CTP** Portion of Project in Forsyth CountyDRAFT 7/6/12 Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 1 of 20 RZ12-07/VC12-04 RZ12-07/VC12-04 PROPERTY INFORMATION ADDRESS North side of Redd Road DISTRICT, LAND LOT 2/2 744 OVERLAY DISTRICT Northwest Fulton Overlay EXISTING ZONING AG-1 (Agricultural) PROPOSED ZONING CUP (Community Unit Plan) ACRES 26.13 EXISTING USE Partially Developed Single Family Subdivision, 10 lots PROPOSED USE Single Family Subdivision, 15 lots PETITIONER Redd Road Properties, LLC ADDRESS 8870 Old Southwick Pass Alpharetta, GA 30022 REPRESENTATIVE Ethan Underwood 114 North Main Street Cumming, GA 30040 PHONE 770-887-7761 COMMUNITY DEVELOPMENT RECOMMENDATION – JUNE 26, 2012 RZ12-07– DENIAL VC12-04 – Parts 1-3 - DENIAL INTENT To rezone from AG-1 (Agricultural) to CUP (Community Unit Plan) to develop 15 single family detached homes on 26.13 acres at an overall density of .574 unit per acre and to request a three part concurrent variance to 1) Reduce the 50 foot setback for a new street to 10 feet along the east property line (Section 64-2397); 2) Reduce the 50 foot setback for a new street to 10 feet along the west property line (Section 64-2397); 3) Delete the curb and gutter and sidewalks for all roads within the subdivision (Section 64-2393). Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 2 of 20 RZ12-07/VC12-04 CITY OF MILTON PLANNING COMMISSION RECOMMENDATION – MAY 22, 2012 RZ12-07/VC12-04 – Deferral to the June 26, 2012 Planning Commission Meeting based on the request of the applicant. CITY OF MILTON PLANNING COMMISSION RECOMMENDATION – JUNE 26, 2012 RZ12-07– DENIAL - 6-0 VC12-04 – Parts 1-3 – DENIAL - 6-0 Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 3 of 20 RZ12-07/VC12-04 LOCATION MAP Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 4 of 20 RZ12-07/VC12-04 CURRENT ZONING MAP Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 5 of 20 RZ12-07/VC12-04 FUTURE LAND USE PLAN MAP Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 6 of 20 RZ12-07/VC12-04 REVISED SITE PLAN SUBMITTED – JUNE 14, 2012 Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 7 of 20 RZ12-07/VC12-04 Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 8 of 20 RZ12-07/VC12-04 SUBJECT SITE: The subject site contains 26.13 acres and is partially developed with private driveways and water service along the east and west property lines. It is currently zoned AG-1 (Agricultural) with an approved final plat for a total of 10 lots. It is located on the north side of Redd Road, east of Freemanville Road. The site is located within the Low Density Residential designation on the City’s 2030 Future Land Use Map. SITE PLAN ANALYSIS Staff notes that the applicant had previously submitted a site plan for a total of 18 lots for the subject site. Based on feedback from the community, the applicant has reduced the number of lots to 15. In addition, the applicant requested a deferral at the Planning Commission Meeting on May 22, 2012 to the June 26, 2012 Planning Commission Meeting. Based on the applicant’s revised site plan submitted to the Community Development Department on June 14, 2012, Staff offers the following considerations: The applicant is requesting that the property be designated as CUP (Community Unit Plan) with the following development standards. DEVELOPMENT STANDARDS – SEC. 64-897 CUP (Community Unit Plan) The applicant has proposed the following development standards based on the revised letter of intent dated June 14, 2012 or otherwise indicated, for the subject site: Minimum lot area per unit shall be 1 acre. Minimum lot width – 100 feet Minimum Front Yard Setback – 60 feet Minimum Side Yard Setback – 10 feet Minimum Rear Yard Setback – 50 feet Minimum Building Separation – 20 feet Minimum Heated Floor Area – 3,000 square feet Minimum Perimeter Setback for the development – 10 feet (Staff notes that the applicant did not indicate the setback, but is based on the revised site plan submitted on June 14, 2012) Maximum height – no building shall exceed 40 feet. (based on the CUP development standards) Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 9 of 20 RZ12-07/VC12-04 The proposed CUP (Community Unit Plan) designation is an appropriate zoning request for the subject site if developed with the appropriate number of lots. There are other un-sewered subdivisions in the area that are zoned CUP (Community Unit Plan) and are compatible with their adjacent and nearby developments. OTHER SITE PLAN CONSIDERATIONS The applicant indicates that the proposed streets (currently developed as shared driveways)are located along the east and west property lines. The Zoning Ordinance requires that new public and private streets must be located a minimum of 50 feet from any peripheral property line adjoining AG-1 and residential zoned property unless inter parcel access is required (Sec 64-2397). This dimension includes the right-of-way as well as the paved portion of the road. The applicant has requested the following two part concurrent variance: Parts 1 and 2 – VC12-04 - Reduce the 50 foot setback for a new street to 10 feet along the east and west property lines (Section 64-2397). As mentioned above, the site plan indicates the proposed right-of-way is adjacent to the east and west property lines. The applicant has requested that the setback be reduced to 10 feet on both sides of the development. There are five “flag lots” currently platted along the east property line and four along the west property line with shared, paved driveways to access each of the lots. By increasing the number of lots which requires a street built to city standards, the proposed reduction in the setback will increase the amount of light and noise for the adjacent single family residences. The applicant has not demonstrated that there are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the applicant. The existing platted subdivision demonstrates that the existing lots can be accessed via shared driveways , in lieu of creating new streets. Therefore, Staff recommends DENIAL of Parts 1 and 2 of VC12-04. If the Council chooses to approve Parts 1 and 2 of the concurrent variance, the condition should require the applicant to provide a 10 foot setback from the property line to the right-of-way line along both the east and west property lines. Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 10 of 20 RZ12-07/VC12-04 Part 3 – VC12-04 –Delete the curb and gutter and sidewalks for all roads within the subdivision (Section 64-2393). The applicant has requested the concurrent variance based on the fact that the existing shared driveways, not streets, do not have curb and gutter and sidewalks and that they are not necessary for the development. It is Staff’s opinion that by adding five additional lots and upgrading the driveways to street standards, the requirement for curb and gutter is necessary to provide additional drainage to the development. In addition, if the curb and gutter are not installed per City standards, a rural section is an alternative acceptable street standard. Staff notes that the rural section requires a ditch with a shoulder on either side. It is Staff’s opinion that this design would require a greater width for construction than curb and gutter. The City of Milton allows the developer to pay into a sidewalk fund in lieu of constructing the sidewalks if approved by the Community Development Department. Staff notes that a new hydrology study will be required prior to the issuance of a Land Disturbance Permit, if this request is approved. The applicant has not demonstrated that there are such extraordinary and exceptional situations or conditions pertaining to the particular piece of property that the literal or strict application of this zoning ordinance would create an unnecessary hardship due to size, shape or topography or other extraordinary and exceptional situations or conditions not caused by the applicant. The existing platted subdivision demonstrates that by not creating a new street, the existing lots can be accessed via shared driveways. Therefore, Staff recommends DENIAL of Part 3 of VC12-04. Septic Permits The minimum lot size for a lot serviced by a septic tank is one acre of usuable area. Septic lines are not permitted within the 75 foot impervious s etback or stream/lake buffers per City of Milton requirements. The proposed site plan indicates that all of the lots contain stream/lake buffers and non-impervious setbacks. The following regulation contained in the Fulton County Code of Ordinances, Chapter 34-511(a) states: Individual lot. The minimum lot size required for considering approval of installation of an onsite sewage management system serving a single residence shall be 43,560 square feet (one acre) of usable area and shall accommodate the initial system and the reserve area. The reserve area shall remain undisturbed, available for future repair, shall not conflict with applicable zoning requirements and shall not be used to accommodate any other construction (aboveground or underground) precluding its use or availability in the event of initial-system failure. Development on individual lots Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 11 of 20 RZ12-07/VC12-04 with less than 43,560 square feet of usable area shall be restricted to those served by public or community sewerage systems. In addition, the Fulton County Code of Ordinances, Chapter 34-506 states: Usable area shall be the total area in a lot that is determined by the health department to be suitable for installation of an onsite sewage management system including the reserve area. The area shall not include any bodies of water, floodplains, easements, etc., except those portions that would be precluded for use by this article via minimum separation distance requirements. Staff has contacted the Fulton County Health Department regarding the rezoning request and they have requested plans to determine if the lots are suitable for installation of a septic system, along with the soil data from a certified soil scientist. ENVIRONMENTAL SITE ANALYSIS The Environmental Site Analysis (ESA) report is sufficient and satisfies the requirement of Section 64.2126. A field survey of the site was conducted by Staff to verify areas addressed in the ESA report. The proposed site does not contain wetlands, floodplains, historical sites or sensitive plant and animal species. The applicant states in the ESA that the tree survey was filed with the previous plat for the subject site and is on file with the City. Staff notes that a tree survey is not a requirement of a plat and the City does not have a tree survey. A tree survey must be provided to be in compliance with the required items for rezoning application. ARBORIST COMMENTS Based on the fact that a tree survey was not provided to the City, comments could not be made regarding the proposed 15 lot subdivision. Staff notes that all trees 15 inch in diameter, or greater will need to be surveyed. CITY OF MILTON FIRE MARSHAL There are no outstanding fire code issues associated with the proposed rezoning as it is now presented. Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 12 of 20 RZ12-07/VC12-04 FULTON COUNTY BOARD OF EDUCATION (Staff notes that we do not have updated information based on the 15 lot request.) However, Staff did obtain information based on the original submission of 18 units. Based on this number, the Board of Education would expect approximately: Elementary School Students: 6 Middle School Students: 2 High School Students: 4 Total Students: 12 This development will be located in the Summit Hill ES, Northwestern MS, and Cambridge HS zones for the 2012-13 school year. PUBLIC INVOLVEMENT On April 25, 2012 the applicant was present at the Community Zoning Information Meeting (CZIM) held at the Milton City Hall. There were a total of 11 people in attendance. Public Comments – Staff has attached one public comment at the end of the report. PUBLIC PARTICIPATION REPORT The applicant hosted a Public Participation Meeting at the Windward Kroger Community Room on May 8, 2012. There were 18 citizens in attendance. The consensus of the neighbors was that they were opposed to the original 18 lots as well as the most recently proposed 15 lot subdivision and wanted the site to remain at 10 lots. The following were their concerns: Concern that the CUP zoning category will open the door for high- density and/or attached housing in the area Density of the Development and subsequent effects (i.e. noise & traffic) Reduction of property values CITY OF MILTON DESIGN REVIEW BOARD COURTESY REVIEW – May 1, 2012 Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 13 of 20 RZ12-07/VC12-04 Concerned with the long term issues of the lake. Would like the applicant and homeowners will work together to find something that will work for everyone. Suggests adding some sort of landscape buffer along edge of road. Standards of Review (Section 64-2104) Planning Staff shall, with respect to each zoning application, investigate and make a recommendation with respect to factors 1 through 7, below, as well as any other factors it may find relevant. 1. Whether or not the proposal will permit a use that is suitable in view of the use and development of adjacent and nearby Property? Although the proposed fifteen lot single family residential subdivision developed at a density of .574 unit per acre is consistent with nearby properties; the increased number of lots from ten to fifteen does not meet the development requirements for streets and possibly the approval of septic for the lots. 2. Whether or not the proposal will adversely affect the existing use or usability of adjacent or nearby property? It is Staff’s opinion that the proposal may adversely affect existing use or usability of the adjacent properties as depicted in the map and chart below based on the fact that the applicant cannot develop streets to the requirements of the zoning ordinance. Location Parcel / Zoning Petition Zoning / Name Approved Density/Min. Heated Floor Area North and East 1 AG-1 (Agricultural) Nettlebrook Farms S/D 1 unit per acre None Further North 2 AG-1 (Agricultural) Christopher’s Run S/D 1 unit per acre None East 3 AG-1 (Agricultural) Scattered Single Family 1 unit per acre None Southeast 4 AG-1 (Agricultural) Scattered Single Family 1 unit per acre None South 5 AG-1 (Agricultural) Reddstone S/D 1 unit per acre None East and Northeast 6 AG-1 (Agricultural) Scattered Single Family and 1 unit per acre None Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 14 of 20 RZ12-07/VC12-04 Rainbeau Orchids Nursery North 7 AG-1 (Agricultural) Atlanta Athletic Club Golf Course None Existing uses and zoning of nearby property Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 15 of 20 RZ12-07/VC12-04 EXISTING USES LOCATION MAP Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 16 of 20 RZ12-07/VC12-04 3. Whether the property to be affected by the proposal has a reasonable economic use as currently zoned? The subject site does have a reasonable use currently zoned AG-1 (Agricultural) with an approved subdivision plat for ten lots. 4. Whether the proposal will result in a use which will or could cause an excessive or burdensome use of existing streets, transportation facilities, utilities or schools? Staff does not anticipate a significant impact on public services, utilities, or schools as proposed. Comments from the Fulton County Board of Education are included in the report as it relates to the estimated number of new students for each type of school . The applicant has requested concurrent variances to reduce the setback for streets adjacent to peripheral property lines and to delete curb and gutter and sidewalks. The additional five lots may cause an increase in runoff into the streets. Additionally, without constructing the curb and gutter, it appears that the street (although private) will not meet city standards. 5. Whether the proposal is in conformity with the policies and intent of the land use plan? Future Land Use Plan Map: Low Density Residential Proposed use/density: Single Family Residential at .574 unit per acre The 2030 Future Land Use Plan Map suggests Low Density Residential for the subject site and the two subdivisions to the east and south. The scattered single family residences to the west, immediately east and south are suggested as Agricultural, Estate Residential, and Equestrian. There is Private Recreation (golf course) to the north of the subject site. The proposed development is inconsistent with the following Plan Policies: We will encourage development that is sensitive to the overall setting of the community and will contribute to our community’s character and sense of place. We will require that our new and reconstructed roadways be appropriately designed using context sensitive design considerations to Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 17 of 20 RZ12-07/VC12-04 enhance community aesthetics and to minimize environmental impacts and accommodate multiple functions, where appropriate. 6. Whether there are other existing or changed conditions affecting the use and development of the property which gives supporting grounds for either approval or disapproval of the proposal? The proposed development is consistent with adjacent and nearby zonings and development; it is consistent with the Future Land Use Plan which shows the subject site as Low Density Residential. But by increasing the number of lots from ten to fifteen concurrent variances will be required to meet the development standards for the site. In addition, by increasing the lot count, there may not to be adequate area for septic systems because a large percentage of each of the lots’ area is located in the lake. The increased number of lots will also impact the amount of trees to be preserved on the site. The issues stated above are grounds for recommending disapproval for the proposed CUP (Community Unit Plan) zoning developed with fifteen single family residential units. 7. Whether the zoning proposal will permit a use which can be considered environmentally adverse to the natural resources, environment and citizens of the City of Milton? The proposed use may be environmentally adverse to the natural resources, environment and citizens of the City due to the smaller areas available for septic systems. CONCLUSION Although the proposed development is consistent with adjacent and nearby residential developments in the area, the applicant has not demonstrated a hardship that is not self imposed and the site plan does not meet the development standards for streets, curb and gutter and sidewalks. Therefore, Staff recommends DENIAL of RZ12-07 to rezone from AG-1 (Agricultural) to CUP (Community Unit Plan) and VC12-07, Parts 1-3 to develop fifteen single family lots. If the Mayor and City Council recommend approval, Staff has provided the following Recommended Conditions. Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 18 of 20 RZ12-07/VC12-04 RECOMMENDED CONDITIONS If this petition is approved by the Mayor and City Council, it should be CUP (Community Unit Plan) 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) Single family detached dwellings and accessory uses and structures. b) No more than 15 total dwelling units at a maximum density of .574 unit per acre, whichever is less, based on the total acreage zoned. Approved lot/unit totals are not guaranteed. The developer is responsible through site engineering (at the time of application for a Land Disturbance Permit) to demonstrate that all lots/units within the approved development meet or exceed all the development standards of the City of Milton. The total lot/unit yield of the subject site shall be determined by this final engineering. c) The minimum lot size shall be 1 acre for all lots. d) The minimum heated floor area per dwelling unit shall be 3,000 square feet. 2) To the owner’s agreement to abide by the following: a) To the revised site plan received by the Community Development Department on June 14, 2012. Said site plan is conceptual only and must meet or exceed the requirements of the Zoning Ordinance, all other applicable city ordinances and these conditions prior to the approval of a Land Disturbance Permit. Unless otherwise noted herein, compliance with all conditions shall be in place prior to the issuance of the first Certificate of Occupancy. b) All areas which are not part of an individual lot and held in common shall be maintained by a mandatory homeowners association, whose proposed documents of incorporation shall be submitted to the Director of Community Development for review and approval prior to the recording of the first final plat. Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 19 of 20 RZ12-07/VC12-04 3) To the owner’s agreement to the following site development considerations: a) The applicant’s proposed minimum setbacks and design standards are as follows: Minimum lot width 100 feet Minimum Front Yard Setback 60 feet Minimum Side Yard Setback 10 feet Minimum Rear Yard Setback 50 feet Minimum Building Separation 10 feet Minimum Perimeter Setback for the development 10 feet b) Provide a 10 foot setback for new streets along the east and west property lines. (VC12-04, Parts 1 and 2) c) Delete curb and gutters for all streets. (VC12-04, Part 3) d) Prior to the issuance of the Land Disturbance Permit, provide septic permits for each lot from the Fulton County Health Department. 4) To the owner’s agreement to abide by the following requirements, dedication, and improvements: a) Access shall be subject to the approval of City of Milton Department of Public Works, prior to the issuance of a Land Disturbance Permit. Entrance(s) shall conform to Chapter 48 Streets, Sidewalks and Other Public Places of the City of Milton Code of Ordinances, or be reconstructed to meet such criteria as required by the Department of Public Works. 5) To the owner’s agreement to abide by the following: a) The stormwater management facilities shall comply with the City of Milton stormwater requirements and shall utilize earthen embankments, where possible. Walled structures are not encouraged. If walled structures are proposed, they must meet the acceptable design standards of the Department of Community Development. Prepared by the Community Development Department for the Mayor and City Council Meeting on July 16, 2012 7/9/2012 Page 20 of 20 RZ12-07/VC12-04 ORDINANCE NO._______ PETITION NO. RZ12-07/VC12-04 STATE OF GEORGIA COUNTY OF FULTON AN ORDINANCE TO REZONE FROM AG-1 (AGRICULTURAL) TO CUP (COMMUNITY UNIT PLAN) FOR A 15 LOT SINGLE FAMILY SUBIDIVISION AT AN OVERALL DENSITY OF .574 UNIT PER ACRE LOCATED ON THE NORTH SIDE OF REDD ROAD HAVING A FRONTAGE OF 1,083.97 FEET BE IT ORDAINED by the City Council for the City of Milton, Georgia while in regular session on July 16, 2012 at 6:00 p.m. as follows: SECTION 1. That the Zoning Ordinance of the City of Milton be amended, and the official maps established in connection therewith be changed so that the following property located on the north side of Redd Road with a frontage of 1,083.97 feet, consisting of a total of approximately 26.13 acres as described in the attached legal description, be rezoned to the CUP (Community Unit Plan) District with conditions, attached hereto and made a part herein; ALL THAT TRACT or parcel of land lying and being Land Lot 744 of the 2nd District 2nd Section, City of Milton, Fulton County, Georgia; and SECTION 2. That the CUP (Community Unit Plan) zoning listed in the attached conditions of approval, be approved under the provisions Chapter 64, Article VI, Division 23 of the Zoning Ordinance of the City of Milton; and SECTION 3. That the property shall be developed in compliance with the conditions of approval as attached to this ordinance. Any conditions hereby approved (including any site plan) do not authorize the violation of any district regulations; and SECTION 4. That the official maps referred to, on file in the Office of the City Clerk, be changed to conform with the terms of this ordinance; and SECTION 5. That all ordinances or part of ordinances in conflict with the terms of this ordinance are hereby repealed; and SECTION 6. This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature of approval of the Mayor. ORDAINED this 16th day of July, 2012. _________________________________ Mayor Joe Lockwood Attest: ___________________________ Sudie AM Gordon, City Clerk (Seal) RECOMMENDED CONDITIONS If this petition is approved by the Mayor and City Council, it should be CUP (Community Unit Plan) 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) Single family detached dwellings and accessory uses and structures. b) No more than 15 total dwelling units at a maximum density of .574 unit per acre, whichever is less, based on the total acreage zoned. Approved lot/unit totals are not guaranteed. The developer is responsible through site engineering (at the time of application for a Land Disturbance Permit) to demonstrate that all lots/units within the approved development meet or exceed all the development standards of the City of Milton. The total lot/unit yield of the subject site shall be determined by this final engineering. c) The minimum lot size shall be 1 acre for all lots. d) The minimum heated floor area per dwelling unit shall be 3,000 square feet. 2) To the owner’s agreement to abide by the following: a) To the revised site plan received by the Community Development Department on June 14, 2012. Said site plan is conceptual only and must meet or exceed the requirements of the Zoning Ordinance, all other applicable city ordinances and these conditions prior to the approval of a Land Disturbance Permit. Unless otherwise noted herein, compliance with all conditions shall be in place prior to the issuance of the first Certificate of Occupancy. b) All areas which are not part of an individual lot and held in common shall be maintained by a mandatory homeowners association, whose proposed documents of incorporation shall be submitted to the Director of Community Development for review and approval prior to the recording of the first final plat. 3) To the owner’s agreement to the following site development considerations: a) The applicant’s proposed minimum setbacks and design standards are as follows: Minimum lot width 100 feet Minimum Front Yard Setback 60 feet Minimum Side Yard Setback 10 feet Minimum Rear Yard Setback 50 feet Minimum Building Separation 20 feet Minimum Perimeter Setback for the development 10 feet b) Provide a 10 foot setback for new streets along the east and west property lines. (VC12-04, Parts 1 and 2) c) Delete curb and gutters for all streets. (VC12-04, Part 3) d) Prior to the issuance of the Land Disturbance Permit, provide septic permits for each lot from the Fulton County Health Department. 4) To the owner’s agreement to abide by the following requirements, dedication, and improvements: a) Access shall be subject to the approval of City of Milton Department of Public Works, prior to the issuance of a Land Disturbance Permit. Entrance(s) shall conform to Chapter 48 Streets, Sidewalks and Other Public Places of the City of Milton Code of Ordinances, or be reconstructed to meet such criteria as required by the Department of Public Works. 5) To the owner’s agreement to abide by the following: a. The stormwater management facilities shall comply with the City of Milton stormwater requirements and shall utilize earthen embankments, where possible. Walled structures are not encouraged. If walled structures are proposed, they must meet the acceptable design standards of the Department of Community Development. Revised Site Plan Submitted on June 14, 2012 City of Milton 13000 Deerfield Parkway, Suite 107F Milton, GA 30004 To: Honorable Mayor and City Council From: Wade Greene, Building Official Date: June 20, 2012 (First Presentation, July 2, 2012 and Final Presentation, July 16, 2012) Agenda Item: To Amend Chapter 10, Buildings and Building Regulations, Article II, Division 2, Subdivision III, Section 10-91 of the City Code, Conditions of the Permit, As It Pertains to Expiration of Permits CMO (City Manager’s Office) Recommendation: To approve the text amendment to provide a utilization period for all building and building trade permits issued for projects within the City Limits. Background: It is prudent and necessary to adopt this text amendment to provide a utilization period for all building and building trade permits issued for projects within City limits. Projects that have been under construction, and or abandoned, for extended periods of time become nuisance buildings reducing existing property values and providing opportunity for undesired activity on these properties. Discussion: It is the Building Division’s responsibility to administer currently adopted Construction codes. This amendment will provide a clear utilization period in which a building permit or building trade permit are valid. Adoption of this text amendment will provide a vehicle for the Building Official and or Code Enforcement to address projects that have been abandoned or work suspended for extended periods of time. Alternatives: The Mayor and City Council may choose to approve, deny or defer this item. Concurrent Review: Chris Lagerbloom, City Manager Ken Jarrard, City Attorney (June 2012) Page 1 of 2 Sec. 10-91. - Conditions of the permit. (a) Intent. A permit issued shall be construed to be a license to proceed with the work and not as authority to violate, cancel, alter, or set aside any of the provisions of the construction codes, nor shall issuance of a permit prevent the building official from thereafter requiring a correction of errors in plans, construction, or violations of the construction codes. (1) Every permit issued shall become invalid unless the work authorized by such permit is commenced within six months after its issuance, or if the work authorized by such permit is suspended or abandoned for a period of six months after the time the work is commenced. (2) Notwithstanding the initiation of work pursuant to a building permit, a building permit shall be subject to a utilization period of 24 months from date of issuance. The permit shall expire and become invalid after the given utilization period has elapsed. The utilization period begins on the date of permit issuance. The expiration date for the building permit shall be specified on the permit. An exception to the 24 month expiration may be granted in accordance with (3), below. (3) Upon request of the applicant for a building permit at the time of the initial application, the building official may approve an expiration date exceeding the utilization period if the applicant demonstrates that the complexity and size of the project makes completion of the project within the utilization period unreasonable. (4) A request for an extension of the utilization period may be submitted no later than 20 calendar days prior to the expiration of the utilization period. The building official may extend the building permit one time for a period up to and not exceeding 180 calendar days if the applicant shows that the work pursuant to the permit cannot be completed within the utilization period due to circumstances beyond the applicant’s control. The applicant’s name, address, telephone number, the building permit number, site address and a description of the circumstances beyond the applicant’s control which prevented completion of the work prior to the expiration date shall be submitted to the building official. If the project is less than 50% complete (as determined by the building official), the building official shall require a performance bond to be submitted prior to approval of the extension. If a performance bond is required, the amount of the bond shall be justified with a cost estimate from the applicant for the completion of the project. (b) Issued on basis of affidavit. (1) Whenever a permit is issued in reliance upon an affidavit or whenever the work to be covered by a permit involves installation under conditions which, in the opinion of the building official, are hazardous or complex, the building official shall require that the architect or engineer who signed the affidavit or prepared the drawings or computations shall supervise such work. (2) In addition, the architect or engineer shall be responsible for: a. Conformity with the permit; b. Providing copies of inspection reports as inspections are performed; and c. Upon completion make and file with the building official a written affidavit that the work Page 2 of 2 has been done in conformity with the reviewed plans and with the structural provisions of the construction codes. (3) In the event such architect or engineer is not available, the owner shall employ in his or her place a competent person or agency whose qualifications are reviewed by the building official. (c) Plans. When the building official issues a permit, he or she shall enforce, in writing or by stamp, both sets of plans "reviewed for code compliance." (1) One set of drawings so reviewed shall be retained by the building official and the other set shall be returned to the applicant. (2) The permitted drawings shall be kept at the site of work and shall be open to inspection by the building official or his or her authorized representative. (Ord. No. 06-11-58, § 1(ch. 9, art. 2, § 7(f)), 11-21-2006; Ord. No. 07-02-09, § 1(ch. 9, art. 2, § 7(f)), 2-15-2007) Page 1 of 1 STATE OF GEORGIA ORDINANCE NO._______ COUNTY OF FULTON AN ORDINANCE TO AMEND CHAPTER 10, BUILDINGS AND BUILDING REGULATIONS, CONDITIONS OF THE PERMIT, OF THE CITY OF MILTON CODE OF ORDINANCES AS IT PERTAINS TO ISSUANCE AND EXPIRATION OF ALL BUILDING PERMITS; PROVIDE AN EFFECTIVE DATE; AND FOR OTHERLAWFUL PURPOSES THE COUNCIL OF THE CITY OF MILTON HEREBY ORDAINS, while in a Regular called Council meeting on the 16th day of July, 2012 at 6 p.m. as follows: WHEREAS, Chapter 10 of the City of Milton Code of Ordinances regulates Buildings, within the City of Milton; and WHEREAS, Chapter 10, Article II, Division 2, Subdivision III, Section 10-91 of the City of Milton Code of Ordinances regulates conditions of the permits, specifically addressing the issuance and expiration of permits in the City of Milton; and WHEREAS, the City Building Official has determined that to ensure the health, safety, and public welfare of the citizens of the City of Milton be maintained, a utilization period for all building and building trade permits issued for projects be within City limits be amended; and WHEREAS, adoption of this text amendment will provide a vehicle for the Building Official and or Code Enforcement to address projects that have been abandoned or work suspended for extended periods of time. SECTION 1, Attached hereto and made a part herein; SECTION 2. That all Ordinances, parts of Ordinances, or regulations in conflict herewith are hereby repealed. SECTION 3. This Ordinance shall become effective upon adoption by the Mayor and City Council and the signature of approval of the Mayor. ORDAINED this the 16th day of July, 2012. _________________________________ Mayor Joe Lockwood Attest: ___________________________ (SEAL) Sudie AM Gordon, City Clerk City of Milton 13000 Deerfield Parkway, Milton, Georgia 30004 1 To: Honorable Mayor and City Council Members From: Matt Marietta Date: Submitted on June 27th, 2012 for the July 16th, 2012 Regular Council Meeting Agenda Item: The Approval of a Contract Between the City of Milton and Emergency Communications Network, LLC for the Provision of Emergency Notification Services to the Citizens of Milton City Manager’s Office Recommendation Approve the attached contract providing electronic and telephonic emergency notification services to the citizens of Milton through Emergency Communications Network, LLC. Background Prior to Milton’s incorporation, the county placed no public emergency warning devices in our area (e.g. tornado sirens or other electronic/technology based warning system), but instead promoted the idea that the public purchase weather radios. That has left Milton with no dedicated emergency warning systems to communicate with our citizens other than the static systems provided by the traditional media outlets. All contiguous municipalities provide mass notification services to their residents. Several provide more than one service to increase notification percentages. Discussion Currently, Milton has no means of direct communication with its 32,000 citizens for large scale public emergencies. Most jurisdictions are now making use not only of the more basic siren systems (which are very useful for people in outdoor areas such as parks, horse arenas, and in their cars), but also “smart” systems that can provide not only tornado warnings, but also notification for hazardous materials incidents, brush fires, child abductions, and other public emergencies that a simple klaxon tone—usually associated with extreme weather--cannot. The proposed contract will provide that capability on a seamless basis with the rest of North Fulton and its cities (this same system is used throughout Fulton County and by its municipalities). Under the terms of the agreement (it is a hosted computer based program much like our records management systems), we will have access to this system for an initial period of three years with the ability to extend the relationship as needed. Funding and Fiscal Impact This program does not include any infrastructure enhancements or capital outlay so grant funding is not an option (furthermore, FEMA’s hazard mitigation funds are only made available for application in the wake of a declared disaster in our county). This program will cost $1,000 per month based on a calendar year subscription to the service which will be prorated for the City of Milton 13000 Deerfield Parkway, Milton, Georgia 30004 2 final months of FY2012. This expense was already accounted for in the FY 2012 budget adjustment. Alternatives The city can continue to rely on traditional media outlets to provide notification of emergencies. Concurrent Review Paul Higbee, Jarrard & Davis (June 27, 2012) Chris Lagerbloom, City Manager Deb Harrell, Police Chief Robert Edgar, Fire Chief CODERED SERVICES AGREEMENT This CodeRED®Services Agreement ("Agreement")is made and effective as of the last date written below (the "Effective Date") by and between Emergency Communications Network,LLC.a Delaware Limited Liability Company ("Licensor")located at 9 Sunshine Boulevard,Ormond Beach,FL 32174 and the City of Milton,a body politic and corporate of the State of Georgia ("Licensee")located at 13000 Deerfield Parkway.Milton,GA 30004. Licensor is the owner of a service identified as "CodeRED®Emergency Notification System"(the "Service"),which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a week for the purpose of generating high-speed notifications to targeted groups via an Internet-hosted software application.Licensee desires to utilize the Service for the purpose of communicating matters of public interest and concern.The parties agree as follows: License:Licensor grants Licensee a non-exclusive and non-transferable license (the "License") to use the Service for Licensee's own purpose,in accordance with the terms of this Agreement.Licensor reserves the right to either charge additional fees or terminate this Agreement if other parties not contemplated in this Agreement are granted access to the Service by Licensee.Licensee assumes full and complete responsibility for the use of the Service by anyone whom Licensee permits to use the Service or who otherwise uses the Service through Licensee's access codes. Licensee may not assign,license,sublicense,rent, sell or transfer the License,the Service,those codes used to access the Service,or any rights under this Agreement.To access the Service,Licensor will provide Licensee with up to five (5)unique user name(s)and password(s).Additional users pass codes may be obtained at an additional annual fee as outlined in ExhibitA,attached hereto and incorporated by reference. Ownership:Licensee also agrees that it shall not duplicate,translate,modify, copy, printout, disassemble,decompile or otherwise tamper with the Service or any software provided.The Licensee's License confers no titleor ownership in the Service or its underlying technology. Functionality:The Service provides the ability for Licensee to generate high-speed notifications to geographically selected calling areas and/or listed databases via an Internet-hosted software application. The Service utilizes an interactive voice response telephone service to record Licensee voice messages and initiate telephone call-out projects.Licensee's community database(s)shall be limited to containing contact data located within the geographic boundaries (determined by Lat/Lon coordinates)of the City of Milton.Georgia (the "Calling Area").Licensee may only place calls via the system to telephone numbers assigned within the 48 contiguous United States of America.International call rates may be set by separate agreement.Any additional Service functions will be charged at the rates on Exhibit A. Term:This Agreement,and the License extended herein,will continue for a period of three (3)years (the "Initial Term")commencing on the Effective Date. Upon termination of this Agreement, whether by expiration of the Initial Term,any Renewal Term (as hereinafter defined)(the Initial Term and all Renewal Terms,collectively,the "Term") or as otherwise set forth herein,Licensee's access to the Service will be terminated and all System Minutes remaining on account shall transfer solely to Licensor. Costs for the Service:During the Term of this Agreement,Licensee agrees to pay all costs and fees for utilizing the Service,as described in Exhibit A,and as set forth in this paragraph.Licensee understands and agrees that it will purchase prepaid minutes for the Service ("System Minutes").Licensee further understands and agrees that whenever Licensee utilizes the Service,the actual calling minutes used by Licensee while utilizing the Service will be deducted from the balance of System Minutes remaining in Licensee's System Minutes account or bank.Licensee is responsible to maintain,at all times,a sufficient balance of System Minutes on account.Payment for the Service or System Minutes is due and payable upon receipt of invoice (ROI).Finance charges at a rate of 1% per month (12%per annum)will be charged on all balances outstanding beyond 60 days.All payments due under this Agreement shall be paid to:Emergency Communications Network,LLC at 9 Sunshine Blvd.,Ormond Beach,FL 32174. Licensee understands and agrees that the prices set forth on ExhibitA are not final untilthis Agreement has been fully executed,and that it is at the Licensor's discretion to honor such prices in the event this Emergency Communications Network.LLC Page 1 of 6 Initials CodeRED®ServicesAgreement Licensor Licensee Agreement has not been returned to the Licensor within 90 days from the date this Agreement was drafted for the Licensee. 6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the Service for the purpose of testing and training. Licensee understands and agrees that the following conditions must be met in order for Licensee to utilize the free minute bank specified in Exhibit A: a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of using the Service; b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing or training, specifying qualified project(s) and minutes used, to request that such minutes be designated as free minutes and restored to the minutes that were deducted from Licensee's System Minute bank. Licensee understands and agrees that, if Licensee fails to notify Licensor within 60 days of the use of the Service, the minutes used will not be eligible for restoration as free minutes, and will remain deducted from Licensee's System Minute bank as described above; c) Any unused minutes are not transferable, and shall only roll over by written agreement; and d) Licensor will have the final right to deem all free calling minutes eligible or ineligible for reimbursement under this paragraph. 7. Annual System Minute Bank Replenishment: Each year, Licensee will have access to 50,000 System Minutes. The System Minute bank will be refilled every year, to 50.000 System Minutes, upon the anniversary of the Effective Date, as set forth in this Agreement. System Minutes are not transferable and do not rollover from year to year, unless otherwise paid for and agreed in writing. If the entire bank of System Minutes is exhausted during the given year, Licensee will be required to repurchase System Minutes according to the System Minute bank refill provisions described herein. 8. Discount Contract Extension: Upon completion of the Initial Term or any Renewal Term (as hereinafter defined) the Term of this Agreement will automatically extend for an additional three-year period (each a "Renewal Term"), except as otherwise set forth herein. This contract extension provision will continue to extend the Agreement by three (3) additional years at the end of each three (3) year Initial Term or Renewal Term. Either party may cancel this renewal provision by submitting written notice to the other no less than 30 days prior to the end of the then current Initial Term or Renewal Term. In the event the Agreement is extended: a) Licensee's System Minute bank will be replenished to the annual 50.000 minute balance; b) Licensor will update its systems to extend the active software License and associated access codes for three additional years of use; c) Licensor will invoice Licensee for additional year(s) of Service at the rate of thirty-six thousand dollars ($ 36.000) per three-year Renewal Term which may be paid in installments of twelve thousand dollars ($12.000) per year, and d) Licensee agrees to pay the contract extension fee set forth in this paragraph for all years in the Renewal Term upon receipt of invoice from the Licensor, subject to the terms as set forth in paragraph 5. 9. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner that results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute bank. In the event that using the Service completely exhausts Licensee's remaining prepaid System Minute bank, Licensor will immediately refill Licensee's System Minute bank with a block of 5.000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. Licensee shall pay Licensor for all Additional System Minute blocks upon receipt of invoice from Licensor, subject to the same terms as set forth in paragraph 5. Licensee understands and agrees that it is required to maintain a System Minutes balance in its System Minutes bank at all times, Emergency Communications Network, LLC Page 2 of 6 Initials CodeRElDO Services Agreement Licensor Licensee and agrees to purchase Additional System Minute blocks as needed in order to maintain a positive System Minute balance. The purpose of this refill feature is to ensure that calls being placed via the Service are not interrupted as the result of Licensee's depletion of its System Minutes, 10. Termination: Licensee or Licensor may terminate this Agreement at the completion of the Initial Term or the then -current Renewal Term by providing Licensor with no less than 30 days advance written notice prior to the end of the Term. Licensee understands and agrees that failure to provide notice as set forth herein shall result in automatic renewal. Upon termination of this Agreement, Licensee will return all Confidential Information (as hereinafter defined) and copies to Licensor. Licensor, in its sole discretion, may also terminate this Agreement: a) for any reason by providing no less than 30 days advance notice, and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly -prorated balance of the annual fee based on the number of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price on Exhibit A; or b) immediately, and without further notice, as a result of Licensee's breach of this Agreement, and in such case, no fees paid hereunder shall be refunded. Upon termination, Licensee agrees to remove from Licensee's computer(s), and any computers within Licensee's control, any and all files and documents related to the Service. 11. Copyright: Licensee understands and agrees that United States copyright laws and international treaty provisions protect the Service. Except for the limited License provided for herein, Licensor reserves all rights in and to the Service and all underlying data, compilations, and information maintained by Licensor relating to the Service, including but not limited to, the source or object code. Licensee shall not make any ownership, copyright or other intellectual property claims related to the Service or data processed through the Service. 12. Representations and Warranties: Licensee acknowledges and agrees that: (a) the Service is run by software that is designed to be active 24 hours per day, 365 days per year; software in general is not error -free and the existence of any errors in Licensee's software used in conjunction with the Service shall not constitute a breach of this Agreement; (b) in the event that Licensee discovers a material error which substantially affects Licensee's use of the Service, and Licensee notifies Licensor of the error, Licensor shall use reasonable measures to restore access to the Service, provided that such error has not been caused by incorrect use, abuse or corruption of the Service or the Service's software or by use of the Service with other software or on equipment with which it is incompatible by Licensee or a third party accessing the Service through Licensee's passcodes; (c) Licensee is responsible for maintaining access to the Internet in order to use the Service; Licensor in no way warrants Licensee's access to the Internet via Licensee's Internet Service Provider(s); (d) Under certain rare instances not all technologies are compatible without manual intervention by both parties. Licensee agrees that its staff will cooperate with Licensor's staff to make necessary modifications to allow the Service to perform; and (e) the individual signing on behalf of Licensee is an authorized officer, employee, member, director or agent for Licensee and has full authority to cause Licensee to enter into and be bound by the terms of this Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and governing documents by which Licensee may be bound. 13. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data transmissions. Licensee understands and acknowledges that Licensor is providing the Service on the World Wide Web through an "upstream" third party Internet Service Provider, utilizing public utility services which may not be secure. Licensee agrees that Licensor shall not be liable to Licensee in the event of any interruption of service or lack of presence on the Internet as a result of any disruption by the third party Internet Service Provider or public utility. Licensee agrees that Licensor cannot guarantee the integrity of any Licensee supplied or user supplied data. Any errors, duplications, or inaccuracies related to Licensee or user supplied data will be the responsibility of the Licensee. 14. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail their essential purpose, and even if Licensor has been advised of the possibility of such damages) shall Licensor, its officers, directors, managers, members employees or agents, be liable for any indirect, punitive, special, incidental or consequential damages of any nature (regardless of whether such damages are alleged to arise in contract, tort or otherwise), including, but not limited to, loss of Emergency Communications Network, LLC Page 3 of 6 Initials CodeREDO Services Agreement Licensor Licensee anticipated profits or other economic loss in connection with or ensuing from the existence, furnishing, function, or Licensee's use of any item or products or services provided for in this Agreement. Licensee understands that the cumulative liability of Licensor for any and all claims relating to the Service provided by Licensor shall not exceed that total amount paid by Licensee for the most recent payment made by Licensee to Licensor. The Service is provided as -is, and Licensor disclaims all warranties, express or implied, and does not warrant for merchantability or fitness of a particular purpose. Licensee recognizes that once email and text messages have been released from Licensor's equipment, the ultimate delivery of the messages depends on the message recipient's local network. As a result Licensor cannot guarantee the delivery of email and text messages to a recipient. 15. Appropriate Use of The Service: To access the Service, Licensor will provide Licensee with unique user name(s) and password(s). Licensee agrees to maintain such user name(s) and password(s) as private and confidential information. Licensee agrees to use the Service in a way that conforms with all applicable laws and regulations. Licensee agrees not to initiate a call, such that the same call is to be delivered to two (2) or more lines of a business. Licensee specifically agrees not to make any attempt to gain unauthorized access to any of Licensor's systems or networks. Licensee agrees that Licensor shall not be responsible or liable for the content of the message(s) created by Licensee, or by those who access the Service using Licensee's codes, or otherwise delivered by the Service on behalf of Licensee. Licensee agrees to be solely responsible for any and all liabilities, costs, and expenses, including reasonable attorneys' fees, arising from any violation of this Agreement by Licensee; from the content, placement, or transmission of any messages or materials sent or maintained through Licensee's accounts, or use of the Service through Licensee's account. Licensee shall be responsible for compliance with all applicable laws regarding outbound telemarketing, which may include, but are not limited to the Federal Telephone Consumer Protection Act of 1991, The Telemarketing and Consumer Fraud and Abuse Prevention Act of 1999 and the rules and regulations promulgated thereunder, as well as State and Local telemarketing laws and requirements. Licensee will be solely responsible and liable for any such violations, including, but not limited to, all lawsuits, demands, liabilities, damages, claims, losses, costs or expenses, including attorneys' fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in part, a violation of such laws. 16. Confidentiality: Licensor acknowledges the confidential nature of Licensee and user supplied data and files that it is to prepare, process or maintain under this Agreement, and agrees to perform its duties in such a manner as to prevent the disclosure to the public or to any persons not employed by Licensor, any confidential data and files. Data collected by Licensor will remain secured on Licensor's equipment and will only be released upon mutual agreement by both parties or a court order of sufficient jurisdiction. Licensee understands and agrees that private citizens and other persons in the Calling Area may voluntarily contribute their contact information to be used in the Service, and that Licensor shall develop and maintain a database of such information, along with other information privately developed by Licensor (the "Data"). Licensee acknowledges and agrees that Licensor desires to maintain the privacy of the Data, and that Licensee shall take no steps to compromise the privacy of the Data. Licensee further acknowledges that Licensor shall disclose to Licensee certain confidential, proprietary trade secret information of Licensor (along with the Data, "Confidential Information"). Confidential Information may include, but is not limited to, the Service, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, user data, Calling Area data, financial information or business plans. Licensee agrees that, at all times during and after the termination of this Agreement, Licensee will not, without the express prior written consent of Licensor, disclose any Confidential Information or any part thereof to any third party. Nothing in this Agreement will be deemed to require Licensor to disclose any Confidential Information to Licensee or to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency. The Licensee will promptly notify the Licensor of the receipt of any subpoena or other similar order and of any request under the Public Information Act or any other similar law, and will assist Licensor in preventing the disclosure of the Confidential Information pursuant to same to the extent required by Licensor. Licensee's compliance with the Georgia Open Records Act shall not constitute a violation of this provision, provided any request made pursuant to such act is disclosed as set forth herein. 17. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or written, on the subject matter hereof between the parties. Only a further writing that is duly executed by Emergency Communications Network, LLC Page 4 of 6 Initials CodeRE1* Services Agreement Licensor Licensee both parties may modify this Agreement. The terms and conditions of this Agreement will govern and supersede any additional terms provided by Licensee, including but not limited to additional terms contained in standard purchase order documents and third party application terms, unless mutually agreed to, via written signature, by Licensor. 18. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and shall be deemed delivered to the appropriate party upon: (a) personal delivery, if delivered by hand during ordinary business hours; (b) the day of delivery if sent by U.S. Mail, postage pre -paid; (c) the day of signed receipt if sent by certified mail, postage pre -paid, or other nationally recognized carrier, return receipt or signature provided and in each case addressed to the parties as follows: As to Licensor: Emergency Communications Network, LLC, 9 Sunshine Blvd. Ormond Beach, FL 32174 As to Licensee: City of Milton. Attn: Chris Langerbloom/City Manager, 13000 Deerfield Parkway, Milton, GA 30004 Either party may change the address provided herein by providing notice as set forth in this paragraph. 19. General: Each party to this Agreement agrees that, prior to the initiation of any litigation, any dispute arising under this Agreement shall first be submitted to mediation according to the rules and regulations of, and administered by, the commercial mediation division of the American Arbitration Association, and that any agreement reached pursuant to such mediation may be enforced in a court of appropriate jurisdiction. If any dispute arises hereunder, the prevailing party shall be entitled to all costs and attorney's fees from the losing party for enforcement of any right included in this Agreement, whether in a Court of first jurisdiction and all Courts of Appeal. 20. Interpretation and Severability: In the event any provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be void, the remaining provisions of this Agreement shall remain binding on the parties hereto with the same effect as though the void provision(s) had been limited or deleted, as applicable. 21. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall constitute an original, with all such counterparts constituting a single instrument. The headings contained in this agreement shall not affect the interpretation of this Agreement and are for convenience only. Licensee agrees that this Agreement shall not be construed against the Licensor as the drafter, and that Licensee has read and understands this Agreement, and had the opportunity to review this Agreement with legal counsel. 22. Survival: Certain obligations set forth herein represent independent covenants by which either party hereto may be bound and shall remain bound regardless of any breach of this Agreement and shall survive termination of this Agreement. IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below. Licensee: City of Milton. Georgia By: Printed Name: Title: Date: Emergency Communications Network, LLC Page 5 of 6 CodeRED® Services Agreement Licensor: Emergency Communications Network, LLC By: Printed Name: Title: Date: Initials Licensor Licensee Exhibit A — Service Charges Three (3) year Discount CodeRED Service Agreement $ 36,000.00 Payments due in annual installments of $ 12,000.00 Up to 50,000 Annual CodeRED System Minutes $ Included (see section 8) Additional System Minutes $ 0.33 per minute 600 minutes for testing and training $ No Charge (see section 6) Email and Text Messaging $ No Charge Up to 5 CodeRED user pass codes $ Included Additional pass codes may be purchased for an annual fee of 5150.00 per pass code. Initial Residential Database Upload $ Waived One (1) CodeRED distance training session $ Included Additional distance training sessions may be purchased for $150.00 per hour (one hour minimum). System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delivering prerecorded System calls. All calls will be billed in 6 -second increments. Only connected calls (live connections, answering machine connections and fax tone connections) will result in connection charges being incurred. Database Accuracy Updates Licensor Supplied Database: "Database Accuracy Updates" ensure that the data population maintained by Licensor under this Agreement undergoes periodic accuracy checks using the Licensor's most current in-house compiled database including, but not limited to, household addresses and telephone numbers. It will be the sole responsibility of the Licensee to maintain database accuracy and request updates from the Licensor. One annual "Database Accuracy Update" will be performed by the Licensor upon request by the Licensee at no charge. Additional updates requested by Licensee will incur charges at the rate listed below after the update service is completed by Licensor. 30 per record in final undated database population. Licensee Supplied Database: A service labor fee of One Hundred Dollars ($100.00) per hour will be billed to Licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's behalf to Licensor. $100 per hour for database maintenance Annual System Maintenance, including all Software Upgrades $ No Charge Emergency Communications Network, LLC Page 6 of 6 Initials CodeREDE) Services Agreement Licensor Licensee City of Milton 93000 Deerfield Parkway Suite 1070 Milton, Georgia 30004 To: Honorable Mayor and City Council Members From: Carter Lucas, PE --- Public Works Director Date: July 2, 2012 Council Meeting Date: July 16, 2012 Agenda Item: Request for the Abandonment of the Public Right -of -Ways within The Highlands at Echelon Subdivision Discussion: Location Map The Highlands at Echelon subdivision is located off of the north end of Freemanville Road adjacent to the Cherokee County line. The subdivision was platted in two phases in November 2007 and consists of a total of 65 lots on 100.53 acres. All lots are currently owned by the applicant, Harmony Reserve Investments, LLC. Harmony Reserve Investments, LLC has requested to have the right-of-way with the development (Timber Pass, Heritage Pass, Legends Trail and Shodow Hawk) abandoned in order to market and develop the subdivision with private streets. On March 19, 2012 an initial hearing was held with the Mayor and City Council where it was determined to accept the application for processing. City of Milton 13000 Deerfield Parkway Suite 1070 Milton, Georgia 30004 In accordance with O.C.G.A. 32-7-2, the abandonment of any public right of way requires that the City Council matte a finding of one of the following with respect to the right of way in question: 1. That no substantial public purpose is served by it; or, 2. That its removal from the municipal street system is in the best public interest. In the case of the Highlands at Echelon subdivision staff has made the determination that the roads within the subdivision are wholly contained within this development and, with the exception of the primary entrance, provide no connection to any other public street outside of the development. Other than access to the individual lots within the subdivision the roads serve no other use to the general public. Staff is recommending abandonment of the roads within the Highlands at Echelon subdivision in accordance with Q.C.G.A. 32-7-2 on the basis of no substantial purpose is served by the roads. Legal Review: Paul Higbee-Jarrard & Davis, LLP Financial: NIA Attachments: 1. Application 2. Final Plat 3. Supporting Documentation Exhibit A Application 4 Ci.tY o..f .I�t.UI _ _. _. Public Works Department 13000 Deerfield Parkway Phone (578) 242-2500 Suite 107G Milton, Georgia 30004 Application to Abandon a Public Rj2ht-of-Wav This Application must be fled by a person having the authority to act on behalf of the community. Where a Home Owner Association (HOA) is required by Chapter 48 of the City of Milton Code of ordinances to file the application, it must be submitted by a member of the board authorized to act on behalf of the HOA. Where an HOA is not required by said ordinance to file, the application must be made by a person authorized to act on behalf of the petitioning organization. Section 1: Contact Information Applicant Name:.t9.�n'Ydsd�/V/?j�.T� t C (Nome of HOA or Individual) Name"'I -'._c. J d �] L-�orJ Phone Number: " `I RP4 .k J o Position: UP Car�s72-lT��r� Address: 5'0J" f?�c ,.1.yn�:r 'i',¢�1, Jid 7uJ Email: _far're 1l rwr , 1�11elo e ��c�r r J r•o ] �r1��ru al��rr,�J 4A 7 O(,7oS Section 2: Right-of-Wav Information This application is submitted for (check one): ❑ Abandonment 2r/privatization Right -of -Way Name or Subdivision Name: 7-hI T I-I14�Z.VWAT' .Qy OFCZIE461) Width of Existing Right -of -Way: _,Iy -'-- - Lineal Feet (measured along the centerline) to be Vacated: 7&?,5 o ?i Section 3: Reason for Abandonment This;,That est for abandonment is being n-iade based on a detennination of the following (check one): no substantial public purpose is served by the right-of-way: ❑ That the removal of die right-of-way from the municipal street system is in the best public interest. a. Please indicate the purpose for which the right-of-way is to be vacated: b. How is the right-of-way currently being used'? Cit' of Milton Public Works Department 13000 Deerfield Parkway Phone (678) 242-2500 Suite I07G Milton, Georgia 30004 c. How many adjacent property- owners will be affected by this request'? d. How does the property owner propose to use the right-of-way if abandoned'' Are there any public utilities or infrastructure currently located within the right-of-way? Check all that apply: �able.Television Cil Electric [Gas ❑ Sanitary Sewer CYStormwrater [?Telephone C► Water ❑ Other, please describe: Section 4: Attachments and Exhibits ■ Plat of the existing subdiv]sion. If the right-of-way is not located in a platted subdivision then a map or survey should be proVided with sufficient detail to demonstrate the location and nature of the right-of- way. ■ Where a subdix ision plat is not required, a list of all affected property oxvners shall be provided. Section 5: Signature of the Applicant The following signature signifies that all of the information provided on this application is accurate and correct to the best of the applicants knowledge; and that the applicant has thoroughly read and understands all of the application requirements. In addition, the applicant further certifies that they understand that it shall be the responsibility of the applicant to demonstrate compliance with the above conditions. The applicant is required to submit all necessary supporting documentation to establish the factual basis on which this request is made. Any, and all, costs associated with providing this infonnation is the sole responsibility of the applicant. X_—�� fSignunn e! Wale) I�1737iL'CJ ��L71�4PJ City of Milton . Public Works Deparmlent Phone (67 8) 242 -25 00 This completed application fonn should be sent to: City of Milton Department of Public Warks 13000 Deerfield Parkway, Suite 107G Milton, GA 30004 Office Use Only Project Number: Date Application Received: 1,1411& Date Initial Council Consideration: Arp^"'A 13000 Deerfield Parkway Suite 107G Milton, Georgia 30004 Date Initial Public Hearing: 1-11, -1-- Petition Verified (YIN): \i Date Final Pubiie Hearing: Date Complete: go A �'12- is 3 •, 0 1 FL Cf) � 'i �pn 1 f� i a li - ' 1 = 9sF � E �-`�E.�$� . �•�7:, . 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The increase in the annual dues is estimated at S� ci " ren► � ; •.n �. r] u-�,r- c.[.��ctc...� 7-'��� Om niers must sign individually as their names are shown on the deed to their property, including owners of undeveloped lots. A spouse's signature will not he acceptable if he/she in not the legal owner. Remmv tenants are not an acceptable substitute for the ]coal horncowner. The completed petition must be returned to Public Works where it will be checked against ta,[ records and land maps to ensure that it meets all requirements_ Petition. signatures shall not he considered valid after oneyear flout the date of signing. Page 1 of April 17, 2012 City of Milton 13000 Deerfield Parkway Suite 107F Milton, GA 30004 RE: The Highlands at Echelon Private Streets To Whom It May Concern: Please be aware that Sharp Residential, LLC/Harmony Reserve Investruents, LLC will establish the appropriate long-term funding in the HOA to account for right-of-way and stormwater maintenance in order to privatize the streets in the neighborhood. Sharp Residential, LLC has had many former and current neighborhoods that have had private streets and we are aware of the financial responsibilities accordingly. Sincerely, Farrell Middleton VP Construction CC: Tom Sharp Darci Dahlgren 4080 McGinnis Ferry Road, Bldg 700, Suite 701 Alpharetta, GA 30005 xneo ' • Phone 774.518.4$96 Fax 770.754.4242 Sharp -R esitiential.cam LCE ENGINEERS, INC. Civil Engineering • Land Surveying • Land Planning .�trrr ic%u r lfrc>rr y!rcr'erti r rfrt�� r-eaisr Sharp Residential. LLC 4080 McGinnis Ferry Road Bldg. 700, Suite 701 Alpharetta, Ga. 30005 Ref. highlands Subdivision Dear Mr. Farrell Middleton, 603 MaCv Dnve Roswell, GR 30076 (770) 998-5763 (770) 643-4855 - Fax LCE Engineers, Inc. has revic,.N;•cd the Highlands subdivision and has found. that there is no ,substantial public purpose in having the Tight -of -way's and roadway's as a municipal street system as .is the present state and that converting the roadway system 'within the subdivision to a private system is in thebest public interest. LCE Engineers, Inc. originally designed the roadway system as a private road system and was designed to accommodate the private roadway and gating system. At pfesent, there are neat anv homes that have been constructed and that all. pew .residences will become a part of the private subdivision. School bus loading for this subdivision was set to have the bias stop within the construction deceleration lane and not have to enter the subdivision- Ernergenov services access would also be: handled in the standard manner for other private subdivisions where a standard cede for the emergency services would be included in the control box for the development Respectfully, Lo Cck)CEvans. PE, PLS 1 WAIVER OF CONFLICT WHEREAS, the City of Milton, Georgia (the “City”) is a municipal corporation of the State of Georgia; and WHEREAS, City of Milton Public Buildings and Facilities Authority (the “Authority”) is a political subdivision of the State of Georgia and a public corporation; and WHEREAS, the City is now, and has been, represented by the law firm of Jarrard & Davis, LLP; and WHEREAS, the Authority is now, and has been, represented by the law firm of Jarrard & Davis, LLP; and WHEREAS, the City and the Authority desire to enter into an intergovernmental agreement (the “IGA”) regarding the Sublease of certain property from the Authority to the City for use by the City as City Hall; and WHEREAS, the City recognizes that Jarrard & Davis, LLP’s representation of the Authority and representation of the City in relation to the IGA could result in the appearance of a potential conflict of interest; and WHEREAS, it appearing that the governing body of the City has considered this issue; and WHEREAS, the law firm of Jarrard & Davis, LLP will continue to represent the Authority and the City; NOW THEREFORE, in light of the above, the governing body of the City of Milton, Georgia does hereby waive any apparent or potential conflict of interest arising from or attributable to JARRARD & DAVIS, LLP’S simultaneous representation of the Authority and the City regarding the IGA. 2 This ______ day of _________________ 2012. CITY OF MILTON, GEORGIA BY:__________________________________________ Joe Lockwood, Mayor INTERGOVERNMENTAL AND SUBLEASE AGREEMENT BETWEEN CITY OF MILTON AND CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY This Intergovernmental and Sublease Agreement (the “Sublease”) is made this ____ day of ________, 2012 by and between CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, a public body corporate and politic and a public corporation formed under the laws of the State of Georgia (“Tenant”) and THE CITY OF MILTON, GEORGIA, a municipal corporation formed under the laws of the State of Georgia (“Subtenant” or “City”) (hereinafter each individually referred to herein as a “Party” and collectively as the “Parties”). W I T N E S S E T H: WHEREAS, the Parties agree that the Subtenant may not legally enter into a multi -year lease with the Landlord but may enter into a multi-year lease with the Tenant; and WHEREAS, the Parties agree that Tenant may enter into a multi-year lease with the Landlord; and WHEREAS, Tenant entered into that certain Office Lease with ____________ (“Landlord”) dated ______________ __, 2012 (the “Lease,” a copy of which is attached hereto as Exhibit A and incorporated herein by reference) for the lease of certain premises, as defined in Section 1.a. of the Lease (the “Premises”) and known as Suite 107 located in that certain building (the “Building”) with an address of 13000 Deerfield Parkway, Milton, Fulton County, Georgia, commonly known and identified as Deerfield Park, Building 100, as more particularly described in the Lease; and WHEREAS, Tenant desires to sublease the entirety of the Premises (the “Subleased Premises”) to the Subtenant pursuant to Section 18 of the Lease; and WHEREAS, Subtenant desires to sublease said Subleased Premises from the Tenant; and WHEREAS, the Parties wish to enter into an intergovernmental agreement pursuant to Article IX, Section III, Paragraph I of the Constitution of the State of Georgia 1983 in connection with the contemplated sublease. NOW THEREFORE, for and in consideration of the above-described Subleased Premises, the mutual obligations contained herein, ten dollars ($10.00) paid by Subtenant to Tenant, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant leases to Subtenant, and Subtenant leases from Tenant the Subleased Premises, subject to the following terms and conditions: SECTION 1. DEFINITIONS: A. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. B. The term “Sublease Commencement Date” shall refer to October 1, 2012. C. The term “Sublease Term” shall refer to the period of time commencing with the Sublease Commencement Date and ending September 30, 2016. SECTION 2. TERM, USE AND POSSESSION: Tenant hereby agrees lease to Subtenant and Subtenant hereby agrees to lease from Tenant the Subleased Premises for the Sublease Term. The Subleased Premises shall be used solely for the purpose described in Section 1.c. of the Lease and for no other use or purpose. By its execution hereof, Subtenant accepts the Subleased Premises in its current condition and acknowledges that same is in good condition and repair. SECTION 3. RENT: A. Rent required to be paid hereunder shall commence on and as of the Sublease Commencement Date. B. Subtenant shall pay the entirety of the Rent, as defined in Section 5 of the Lease, directly to Landlord. SUBSECTION 4. SUBTENANT COVENANTS, REPRESENTATIONS AND ACKNOWLEDGMENTS: A. To the extent permitted by law, Subtenant hereby assumes and agrees to be bound by, to perform, and to comply with all obligations of Tenant under the Lease applicable to the Subleased Premises. Subtenant shall notify Tenant in writing of any default by either Landlord or Subtenant related to the Lease, as Tenant shall remain contractually liable to Landlord under the Lease. B. Subtenant acknowledges having received a copy of the terms contained in the Lease (attached hereto as Exhibit A) and Consent to Sublease (attached hereto as Exhibit B). C. Subtenant hereby represents that it has obtained the insurance described in Section 14 of the Lease, and evidence of such insurance is attached hereto as Exhibit C. SECTION 5. GENERAL PROVISIONS: A. Enforcement; Waiver. The failure on the part of any Party to enforce any provision of this Sublease shall not be construed as a waiver of that Party’s rights to enforce such provisions in the future. A waiver of any term of this Sublease on the part of any Party in one case shall not be construed as a waiver in any other and shall not affect any other term of this Sublease. B. Assignment. This Sublease shall not be assigned by either Party without the prior written consent of the other. C. Binding Effect. This Sublease shall inure to the benefit of, and be binding upon, the Tenant’s and Subtenant’s respective successors, heirs and assigns. D. Entire Agreement. This Sublease contains the entire agreement between the Parties hereto and supersedes all previous or contemporaneous oral or written communications, representations, or agreements pertaining to the subjects addressed herein. E. Recordkeeping. Both parties agree that the public shall have access, at all reasonable times, to all documents and information pertaining to the obligations provided hereunder, subject to the provision of O.C.G.A. § 50-18-70, et seq. F. Notices. All notices given pursuant to the terms of this Sublease shall be in writing and delivered pursuant to the delivery methods described in Section 25 of the Lease. Until such time as a Party or the Landlord delivers written notice to the other Party or Landlord of any change to any such address, the Parties’ addresses and Landlord’s address for notices in connection with this Sublease shall be as follows: i. if to Landlord, then to: LBUBS 2006-U Norcross Offices Limited Partnership c/o Colliers International-Atlanta, Inc. 5871 Glenridge Drive, Suite 400 Atlanta, Georgia 30328 Attn: Property Manager with a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Real Estate Asset Managment ii. if to Tenant, then to: City Manager The City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, GA 30004 iii. if to Subtenant, then to: City Manager The City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, GA 30004 G. Governing Law and Venue. This Sublease shall be construed and governed in accordance with the laws of the State of Georgia, and proper venue for any actions arising out of this Sublease shall be in the Superior Court of Fulton County. H. No Third Party Rights. Except as otherwise provided herein, this Sublease shall be exclusively for the benefit of the Parties and shall not provide any third-parties with any remedy, claim, liability, reimbursement, cause of action, or other right. I. Counterparts. This Sublease may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same instrument. It shall not be necessary that each signatory sign the same counterpart, provided, however, that each has signed an identical counterpart. J. Authority to Enter Agreement. Each individual who executes this Sublease on behalf of his or her respective Party agrees and represents that he or she is authorized to do so and further agrees and represents that this Sublease has been duly passed upon by the required governmental agency or board in accordance with all applicable laws and spread upon the minutes thereof. The Parties hereto agree that this Sublease is an intergovernmental contract, and is entered into pursuant to Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983. K. Amendment. This Sublease may be modified at any time upon mutual written consent by resolutions of the governing authorities for the Subtenant and Tenant. L. Severability. If a court of competent jurisdiction renders any provision of this Sublease (or any portion of a provision) to be illegal, invalid, or otherwise unenforceable, that provision or portion of the provision will be severed, and the remainder of this Sublease shall continue in full force and effect as if the invalid provision or portion were not part of this Sublease. IN WITNESS WHEREOF, the Parties have executed this Intergovernmental Agreement and Sublease as of the day and year first above written. [SIGNATURES ON FOLLOWING PAGE] TENANT: CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, a public body corporate and politic and a public corporation formed under the laws of the State of Georgia By: ___________________________ Name: ________________________ Its: ___________________________ Attest: _______________________ Name: _______________________ Its: __________________________ (AUTHORITY SEAL) Sworn to and subscribed before me this ________ day of _______, 2012. _________________________ Notary Public (Notary Seal) SUBTENANT: CITY OF MILTON, GEORGIA, a municipal corporation formed under the laws of the State of Georgia By: __________________________ Name: _______________________ Its: __________________________ Attest: _______________________ Name: _______________________ Its: __________________________ (CITY SEAL) Sworn to and subscribed before me this ________ day of _______, 2012. _________________________ Notary Public (Notary Seal) EXHIBIT A [INSERT COPY OF LEASE] EXHIBIT B [INSERT COPY OF CONSENT TO SUBLEASE] EXHIBIT C [INSERT EVIDENCE OF REQUIRED INSURANCE] MIAMI 3130600.6 7249640923 State of Georgia: County of Fulton: OFFICE LEASE THIS LEASE (“Lease”), made this _________ day of ___________, 2012, by and between LBUBS 2006-C1 NORCROSS OFFICES LIMITED PARTNERSHIP, a Georgia limited partnership (“Landlord”), and CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, a public body corporate and politic and a public corporation formed under the laws of the State of Georgia (“Tenant”), provides as follows: 1. BASIC DEFINITIONS AND PROVISIONS. The following basic definitions and provisions apply to this Lease: a. Premises. Rentable Square Feet (RSF): Original Premises (Premises from 10/1/2012 through 12/31/2013): 23,809 square feet (under BOMA standard of measure (ANSI-Z 65.1- 1996)), as shown in Exhibit A attached hereto New Premises (Premises from 1/1/2014 through 9/30/2016): 11,792 square feet (under BOMA standard of measure (ANSI-Z-65.1- 1996)), as shown in Exhibit A attached hereto Suite: Building: Street Address: City/County: State/Zip Code: 107 100 13000 Deerfield Parkway Milton, Fulton Georgia, 30004 b. Term. Commencement Date: October 1, 2012 Expiration Date: September 30, 2016 c. Permitted Use. General Office Use and purposes incidental thereto, and uses in common with the operations of a municipal government. d. Occupancy Limitation. 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 - 2 - MIAMI 3130600.6 7249640923 in monthly installments on the 1st day of each month in accordance with the following Base Rent schedule: Period Annual Rate per RSF Annual Base Rent Monthly Base Rent 10/1/2012 – 12/31/2012 No Base Rent Due No Base Rent Due No Base Rent Due 1/1/2013 – 12/31/2013 $18.00 $428,562.00† $35,713.50 1/1/2014* – 9/30/2014 $18.50 $163,614.00.00**†† $18,179.34 10/1/2014 – 9/30/2015 $19.01 $224,165.92 $18,680.49 10/1/2015 – 9/30/2016 $19.53 $230,297.76 $19,191.48 *New Premises Commencement Date **Calculated using 11,792 square feet †Calculated using 23,809 square feet ††Represents 9 months Rent f. Rent Payment Address. LBUBS 2006-U Norcross Offices Limited Partnership c/o Colliers International–Atlanta, Inc. 5871 Glenridge Drive, Suite 400 Atlanta, Georgia 30328 Attn. Property Manager Phone: (404) 252-2288 Fax: (404) 252-8666 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.o. of this Lease), provided that Tenant shall have access to the Premises at all times as set forth in Section 11.a. of this Lease. i. Electrical Service. Three (3) watts per usable square foot for convenience outlets. j. After Hours HVAC Rate. The Landlord’s actual cost, plus a five percent (5%) fee for the reading of any meters. k. Parking. 4 spaces per 1,000 rentable square feet, on a non-exclusive basis in common with other tenants and occupants of the Building. - 3 - MIAMI 3130600.6 7249640923 l. Construction Supervision Fee. The Construction Supervision Fee for any alterations or improvements to the Premises shall equal five percent (5%) of the total cost of the improvements or alterations and shall be approved in writing by Tenant prior to commencement of any construction. m. Notice Addresses. LANDLORD: LBUBS 2006-U Norcross Offices Limited Partnership c/o Colliers International–Atlanta, Inc. 5871 Glenridge Drive, Suite 400 Atlanta, Georgia 30328 Attn. Property Manager Phone: (404) 252-2288 Fax: (404) 252-8666 with a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Real Estate Asset Management Fax: (305) 695-5379 TENANT: City Manager The City of Milton, Georgia 13000 Deerfield Parkway Suite 107 Milton, GA 30004 n. Broker(s), Colliers International – Atlanta, Inc. (“Landlord’s Broker”) Grubb & Ellis (“Tenant’s Broker”) (collectively “Brokers”) o. Holidays. New Years Day, Memorial Day, Independent Day, Labor Day, Thanksgiving Day and the day after Thanksgiving Day, and Christmas Day - 4 - MIAMI 3130600.6 7249640923 2. LEASED PREMISES. a. Original Premises. Commencing on the Commencement Date, Landlord leases to Tenant and Tenant leases from Landlord the Original Premises identified in Section 1.a., and as more particularly shown on Exhibit A attached hereto. b. New Premises. Effective as of January 1, 2014 (the “New Premises Commencement Date”), Tenant shall surrender to Landlord a portion of the Original Premises (the “Released Premises”), which Released Premises shall consist of approximately 12,017 rentable square feet and is shown on Exhibit A attached hereto, except as provided in Section 2.f. herein, in the condition prescribed by Section 8.d. of this Lease. From and after the New Premises Commencement Date, wherever reference is made in this Lease to the “Premises” such term shall be deemed conclusively (a) to consist only of 11,792 rentable square feet, as shown on Exhibit A attached hereto (and all such calculations which are derived from the square footage of the Premises shall be adjusted accordingly as of such date, including, without limitation, Tenant’s Proportionate Share of any increase in Operating Expenses), and (b) to refer for all purposes to the "New Premises". Tenant hereby agrees to accept the New Premises in its then- current “AS IS, WHERE IS” condition, and Landlord shall have no obligation to upfit or renovate the New Premises in connection with or as a condition to Tenant’s occupancy. Effective as of the New Premises Commencement Date, this Lease shall terminate relative to the Released Premises, and Tenant shall be released from all obligations under this Lease relative to the Released Premises, except for those for which this Lease expressly provides shall survive the expiration or earlier termination of the Lease and as provided in Section 2.f. herein. c. Rentable Square Foot Determination. The parties acknowledge that all square foot measurements are approximate and agree that the square footage figures in Section 1.a. shall be conclusive for all purposes with respect to this Lease. d. 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 but not limited to 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 designation or modification of Common Areas and 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 reasonable rules and regulations promulgated by Landlord, provided that such rules shall not interfere with the public’s ability to access its government or Tenant’s ability to hold public meetings on the Premises in compliance with the Open Meetings Act. e. Demising Wall. 1. Commencing on the New Premises Commencement Date, Landlord shall have the ongoing right, but not obligation, except as - 5 - MIAMI 3130600.6 7249640923 set forth in this Section 2.e., to (i) construct a demising wall in the location depicted on Exhibit A, attached hereto, for the purpose of separating the New Premises from the Released Premises, and (ii) sever the Building systems serving both the New Premises and Released Premises as required by applicable building codes. Any work performed by Landlord pursuant to this Section 2.e. shall be at Landlord’s sole cost and expense and shall be performed in a manner that minimizes interference with the operations of Tenant's business. If Landlord elects to perform the work described in this Section 2.e., then Landlord will use commercially reasonable efforts promptly to complete the same. 2. Tenant acknowledges, agrees and accepts that Landlord may undertake the work described in this Section 2.e. (or a significant portion thereof) during normal business hours. Tenant accepts any noise, dust, odor, vibration or inconvenience arising from the performance of said work that does not prevent Tenant from reasonably conducting its business in the Premises. Tenant acknowledges, agrees, and accepts that Landlord may undertake said work in successive stages of progress, and may leave portions of said work unfinished for a reasonable amount of time provided that Landlord agrees to use commercially reasonable efforts to ensure that, during periods when such work is left unfinished, the area affected by such work shall be maintained in a manner that does not unreasonably (in Tenant's reasonable discretion) interfere with Tenant's business operations in the Premises. Tenant shall cooperate with Landlord and shall provide Landlord, its contractors, and their respective agents reasonable access to the Premises necessary and/or convenient for the performance of said work. Landlord shall not be responsible for moving any of Tenant's furnishings, fixtures, decorations, equipment or other items located within the Premises ("Tenant's Personal Property"). Landlord shall use reasonable efforts to minimize the disturbance to Tenant's quiet enjoyment of and business operations in the Premises, however Tenant shall have no claims and Landlord shall have no liability of any kind to Tenant for any damages, loss of quiet enjoyment, interruption of Tenant's business operations in the Premises, or any claims of any other type, including, without limitation claims of constructive eviction, claims for rent abatement, or claims resulting from damage to Tenant's Personal Property arising out of, in connection with or as a result of Landlord's performance of said work. f. Temporary Revocable License. Commencing on the New Premises Commencement Date, Tenant shall have a temporary, revocable license to use as Tenant’s phone room the portion of the Released Premises marked as such on Exhibit A attached hereto (the “Phone Room”). Although the Phone Room shall not be considered as part of the “New - 6 - MIAMI 3130600.6 7249640923 Premises” under the Lease from and after the New Premises Commencement Date, Tenant shall comply with the terms and conditions set forth in this Lease in connection with its entry upon the Released Premises and its use of the Phone Room as if the Phone Room were part of the “New Premises,” including, without limitation, maintaining the insurance required of Tenant pursuant to Section 14 herein relative to the Released Premises, during the period of the license granted to Tenant hereunder. If Landlord desires to revoke Tenant’s license to use the Phone Room, then Landlord will deliver written notice of the same, and Tenant shall vacate the Phone Room within thirty (30) days after receiving such written notice from Landlord and shall surrender the Phone Room to Landlord in the condition prescribed by Section 8.d. of this Lease. If Tenant fails to vacate the Phone Room within such 30-day period, then, in addition to any remedies that are available to Landlord under this Lease for a default on Tenant’s part, Landlord may recover from Tenant any damages suffered by Landlord and caused by Tenant’s failure to vacate the Phone Room, including, without limitation, reimbursement for any rental abatement, penalties or other charges incurred by Landlord under a lease with a new tenant, which lease may be for all or a portion of the Released Premises, due to Landlord’s inability to deliver the Released Premises (or relevant portion thereof) to the new tenant in accordance with its lease. 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. Title to any supplies, materials, equipment, or other personal property shall remain in Landlord until fully paid for by Tenant. b. 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. 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 1.c. and in accord ance with the Occupancy Limitation as set forth in Section 1.d. 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 the Premises, Landlord may - 7 - MIAMI 3130600.6 7249640923 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; 4. 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 s ystems (“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 affects 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 relat ed thereto (such as reading meters and calculating invoices) shall be estimated by Landlord and agreed to by Tenant prior to installation of such High Demand Equipment and 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 1.f. 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 period 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. - 8 - MIAMI 3130600.6 7249640923 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 reasonable 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 1.e. 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 One; 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 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 prior 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. Tenant acknowledges that the expense of certain services provided by Landlord to the Premises, including, but not limited to, utilities, janitorial service, repairs and maintenance provided by Landlord to the Premises, as more fully described in Section 7.a. of this Lease (collectivel y, the “Full- Service Expenses”) is a component of Base Rent. Tenant also acknowledges that the base rental paid by all other tenants or occupants of the Building does not contain a component - 9 - MIAMI 3130600.6 7249640923 attributable to Full-Service Expenses. In this regard, and notwithstanding anything to the contrary contained in this lease, including, without limitation, Addendum Number One attached to this Lease, commencing on January 1, 2013, Tenant shall pay one hundred percent (100%) of the increase in Full-Service Expenses [for purposes of this Agreement, Full-Services Expenses are those expenses identified in Section 7.a. (1-8)] incurred by Landlord relative to the Premises over the amount incurred by Landlord to provide such services during the 2012 Base Year. Additionally, effective as of the Commencement Date, the term “Operating Expenses” shall be deemed modified to exclude the Full-Service Expenses, provided that Tenant shall remain obligated to pay Tenant’s Proportionate Share of any increase in Operating Expenses (excluding Full-Service Expenses) over the 2012 Base Year in accordance with this Lease. Notwithstanding the foregoing, Tenant shall not be responsible for any Additional Rent associated with increases in Full-Service Expenses or Operating Expenses incurred by Landlord during the 2012 Base Year. 6. SECURITY DEPOSIT. [INTENTIONALLY OMITTED.] 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. 2. Electricity (if available from the utility supplier) for the building’s standard fluorescent lighting and for the operation of general office machines, including but not limited to 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. 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, and any dimmers or - 10 - MIAMI 3130600.6 7249640923 lighting controls other than controls for the building standard fluorescent lighting. 4. Heating and air conditioning for the reasonably comfortable use and occupancy of the Premises during Business Hours as set forth in Section 1.h., provided that heating and cooling conforming to any governmental regulation prescribing limitations thereon shall be deemed to comply with this service. 5. After Business Hours, weekend and holiday heating and air conditioning at the After Hours HVAC rate set forth in Section 1.j. 6. Janitorial services five (5) days a week (excluding Holidays) after Business Hours, such services to be consistent with the specifications set forth on Exhibit C attached hereto. 7. 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. 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 but not be limited to 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 as a result of Landlord’s negligence or willful misconduct 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 just 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 five (5) business days after Landlord’s receipt of written notice from Tenant, and regardless of the reason for the interruption, 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 syst ems (including electricity and HVAC systems) for required maintenance and safety inspections and in cases of emergency. - 11 - MIAMI 3130600.6 7249640923 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. To the extent, if any, permitted by law, Tenant agrees that 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. Tenant acknowledges that (a) Tenant has been occupying and continues to occupy the Premises, (b) it is familiar with the condition of the Premises, (c) it accepts the Premises in its “as-is, where-is and with all faults” condition, with the exception of any latent defects in the structural elements of the Premises, without improvement or allowance (subject to Landlord’s on-going maintenance and repair obligations otherwise set forth in this Lease), and (d) Landlord has made no representation or warranty regarding the condition of the Premises or the suitability thereof for Tenant’s business, except the warranty of quiet enjoyment contained in Section 16. b. 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. c. Alterations to Premises. Tenant shall make no structural or interior alterations to the Premises, except as set forth in the Work Letter, if any. If Tenant requests alterations in addition to the alterations set forth in the Work Letter, if any, 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 1.l.). 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 freestanding 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 - 12 - MIAMI 3130600.6 7249640923 free-standing work station partitions will be part of Tenant’s trade fixtures for all purposes under this Lease. d. Restoration of Premises. At the expiration or earlier termination of this Lease, Tenant shall (i) deliver each and every part of the then-current 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. Landlord hereby agrees that Tenant shall be allowed to remove all equipment installed by Tenant in the “Phone Room,” provided that Tenant repair any damage resulting from the removal of such equipment. e. 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 t o 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. f. 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 - 13 - MIAMI 3130600.6 7249640923 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. g. 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 exterior doors, walls or windows) without the prior 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 safety and protection of all tenants in the Building or as needed for making repairs and alterations, provided that such regulation shall not interfere with the public’s ability to access its government or the Tenant’s ability to hold public meetings on the Premises in compliance with the Open Meetings Act. Tenant shall be - 14 - MIAMI 3130600.6 7249640923 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 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 New 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 and further provided that such rules do not interfere with the public’s ability to access its government or with the Tenant’s ability to comply with the Open Meetings Act. 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. Notwithstanding the foregoing, Landlord does not make any representations to Tenant regarding whether the Premises is ADA compliant as of the Commencement Date. 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 - 15 - MIAMI 3130600.6 7249640923 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, agents, contractors or invitees. Notwithstanding the foregoing, Landlord shall not be liable to Tenant for the presence of hazardous substances or materials in or about the Building (including the Landlord’s parcel of land on which it is situated) that result from the act or negligence of any co-tenant or other occupant of the Building or the act or negligence of any owner or occupant of adjoining or contiguous property. 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. - 16 - MIAMI 3130600.6 7249640923 1. 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 entities related to Landlord, as reasonably required by Landlord, as additional insureds. 2. Throughout the Term, Tenant, at its sole cost and expense, shall keep or cause to be kept business interruption insurance for a period of not less than twelve (12) months from the date of fire or casualty. 3. Throughout the Term, Tenant, at its sole cost and expense, shall keep or cause to be kept, if and to the extent required by applicable law, employer's liability insurance with limits not less than five hundred thousand dollars ($500,000.00), and workers' compensation insurance providing statutory state benefits for all persons employed by Tenant in connection with the Premises. 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 the Commencement Date, 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. - 17 - MIAMI 3130600.6 7249640923 d. Insurance Policy Requirements. All insurance provided for in this Section 14 shall be in a form satisfactory to Landlord and carried with insurance companies that are licensed or authorized to do business in Georgia, are in good standing with the Department of Insurance in Georgia and have a current rating issued by A.M. Best Company of not less than A- :VII, and/or whose claim paying ability is rated no lower than A by Standard & Poor's Ratings Service and A2 by Moody's Investors Service. Insurance coverage shall be written as primary policy coverage and not contributing with or excess of any coverage, which Landlord may carry, and LNR Partners, LLC, U.S. Bank National Association, as trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, LBUBS 2006-C1 NORCROSS OFFICE GP, LLC, a Georgia limited liability company, Landlord, and Landlord's managing agent shall be named as Additional Insureds with respect to Commercial General Liability, including any Umbrella or Excess policies. Notwithstanding the foregoing, other landlords and tenants may be added as additional insureds in a blanket policy. Tenant shall furnish Landlord at the inception of this Lease (i) a Certificate of Insurance evidencing that all such insurance is in effect and that Landlord will be given at least thirty (30) days prior written notice of cancellation or non- renewal, and (ii) proof that premiums have been paid by Tenant. Not later than fifteen (15) days prior to the expiration of any insurance policy, evidence of renewals or replacements of such policy shall be delivered to Landlord, together with proof of payment of the associated premiums. e. Landlord’s Property Insurance. Landlord, as part of Operating Expenses, 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 (excluding the value of the Building's foundation). 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 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, if any, 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, if any, permitted under such policies or under applicable law, Tenant and Landlord each waive the insurance carriers’ rights of subrogation except workers compensation claims. - 18 - MIAMI 3130600.6 7249640923 15. INDEMNITY. Subject to the Insurance requirements, releases and mutual waivers of subrogation set forth in this Lease, Tenant agrees as follows: a. Indemnity. To the extent, if any, permitted by law, 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 o r 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, to the extent, if any, permitted by law, defend the same through counsel selected by Tenant’s insurer. The provisions of this Section shall survive the termination of this Lease. c. Indemnity. Except to the extent that Landlord's liability is limited pursuant to other provisions of this Lease, Landlord, to the extent, if any, permitted by law, shall indemnify, defend, and save Tenant harmless of and from, all fines, suits, damages, claims, demands, actual losses, and actions (including attorneys' fees and expenses at all levels) imposed on Tenant for any injury to person or damage to or loss of property on or about the Premises or the Common Areas in the Building caused by the gross negligence or willful misconduct of Landlord or its agents and employees except: (i) when such loss results from a default by Tenant under this Lease or the willful misconduct or negligent act or omission of Tenant, and/or any of Tenant's agents, contractors, servants, employees, licensees, visitors, concessionaires, partners, corporations, associations, subsidiaries, successors and assigns, customers, invitees, and/or any persons working on behalf and/or at the request of and/or in contract or privity with any of such persons; (ii) to the extent of any insurance proceeds received by Tenant or payable under applicable insurance; or (iii) damages that would be considered to be incidental, consequential or punitive in nature. Landlord shall have the right to select and direct the attorneys handling any proceedings related to this Section 15(c). Further, Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Building or by any owner or occupant of adjoining or contiguous property. 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. - 19 - MIAMI 3130600.6 7249640923 17. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE; AND ESTOPPEL CERTIFICATE. a. Subordination and Attornment. This Lease is and shall always be subject and subordinate to the lien of any mortgages which are now or shall at any future time be placed upon the Project, the Premises or Landlord's rights hereunder, and to any renewals, extensions, modifications or consolidations of any such mortgage. This clause shall be self -operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant agrees to execute within ten (10) days after request to do so from Landlord or its mortgagee an agreement (an "SNDA"): 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 attorn to any successor Landlord; and 6. Containing such other agreements and covenants on Tenant’s part as Landlord’s mortgagee may reasonably request. b. Non-Disturbance. Notwithstanding the foregoing, Tenant’s obligation to execute and deliver an SNDA 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 represents to Tenant that, as of the date hereof, there is no mortgage encumbering the Building. If the Building is encumbered by a mortgage at a future time, Landlord shall use commercially reasonable efforts to obtain a non disturbance agreement and provide the same to Tenant, upon request. Tenant shall reimburse Landlord for any out of pocket costs incurred by Landlord in connection with obtaining the non disturbance agreement (i.e., Mortgagee's attorneys' fees and costs) in an amount up to, but not to exceed, $1,500.00. 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 - 20 - MIAMI 3130600.6 7249640923 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 p artnership, 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, but upon prior written notice to Landlord, to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant; (ii) any - 21 - MIAMI 3130600.6 7249640923 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 goi ng concern of the business that is being conducted on the Premises. Additionally, Tenant may sublease the Premises without Landlord’s consent to the City of Milton, Georgia. In the event of any such assignment or sublease, the assignor will remain liable under the Lease and the assignee or sublessee shall be a bona fide entity, shall assume the obligations of Tenant where legally permissible, shall be reasonably credit worthy, and shall either continue the same Permitted Use as provided under Section 4 or, with the consent of Landlord, which consent shall not be unreasonably withheld, shall maintain another use to be reasonably expected within the then-current Premises, provided that it shall not be deemed unreasonable for Landlord to withhold its consent to a change in use for the conduct of business which is not in keeping with the standards and general character of the Building. d. Notice to Landlord. Landlord must be given prior written notice of every assignment or subletting, except for the anticipated sublease to the City of Milton, 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. Except in the event of a sublease of the Premises to the City of Milton, Georgia, 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, 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 authorized, at its option, to collect all sublease rents directly from the Sublessee. Tenant hereby assigns the right 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 or any subtenant assigns this Lease, subleases, or sub-subleases all or part of the Premises at a rental rate that exceeds the rentals paid to Landlord or subtenant, then fifty percent (50%) of any such excess (after deducting Tenant’s or subtenant's reasonable costs of such assignment, sublease, or sub-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. - 22 - MIAMI 3130600.6 7249640923 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; provided no such administration fee shall be due for any sublease of the Premises to the City of Milton, Georgia. 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, the amount of which shall be agreed to in writing prior to incurring same. k. Unauthorized 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 thereof 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 or in part as a result of a risk which is not covered by Landlord’s insurance (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 r estore the damaged Building or - 23 - MIAMI 3130600.6 7249640923 Premises within two hundred ten (210) 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 such 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 unless and until the Lease is terminated. 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 t he 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. To the extent, if any, permitted by law, 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”) for greater than two hundred seventy (270) days, whether by reason of direct damage or loss of access thereto, then, unless Landlord can provide reasonably similar (including similar costs) alternative parking within or in close proximity to the property, in Tenant's reasonable discretion, 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 and in consideration of the duration of time said Parking Spaces were deemed Unusable Parking Spaces. 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 - 24 - MIAMI 3130600.6 7249640923 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 reasonable determination) is so taken; or if 25% or more of the parking spaces allocated to Tenant are taken for greater than two hundred seventy (270) days (unless Landlord can provide alternative parking within or in close proximity to the property, in Tenant's reasonable discretion); 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 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 w hole 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 materials 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 - 25 - MIAMI 3130600.6 7249640923 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. To the extent, if any, permitted by law, 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 woul d 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 materials 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 related to any hazardous substances or materials actually introduced to the Premises by Tenant. 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. 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. - 26 - MIAMI 3130600.6 7249640923 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, to the extent, if any, permitted by law, Landlord under this Section 21. 22. DEFAULT. a. Tenant’s Default. 1. Tenant shall be in default under this Lease if Tenant: (1) 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, unless such period is extended by force majeure; (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. - 27 - MIAMI 3130600.6 7249640923 2. 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; (3) Declare the entire remaining Base Rent and Additional Rent for the then-current calendar year 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. 3. Landlord’s Expenses; Attorneys Fees. In the event of Tenant default, 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. 4. 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, unless otherwise provided in writing, 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. 5. 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 - 28 - MIAMI 3130600.6 7249640923 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. 6. Summary Ejectment. In the event of Tenant default, 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. b. Landlord Default. Landlord shall be in default hereunder in the event Landlord has not cured any failure of Landlord to meet its obligations hereunder (including, without limitation, as set forth in Section 7) within thirty (30) days of receipt by Landlord of written notice from Tenant of the alleged failure to perform (unless such default by Landlord is of a nature that same cannot be reasonably cured within such thirty (30) day period, in which case Landlord shall have a reasonable time to cure such Landlord default, not to exceed 60 days). If Landlord fails to remedy any such Landlord default as aforesaid and Tenant delivers a second written notice to Landlord alleging such failure and Landlord does not thereafter commence to cure same within five (5) days of receipt of such second written notice, then Tenant may perform such obligation of Landlord and Landlord shall reimburse Tenant, within thirty (30) days of Landlord’s receipt of an invoice therefor, for the costs incurred by Tenant to remedy such Landlord default (unless Landlord has a reasonable objection to such self-help action and provides Tenant written notice of such objection within five (5) days of receipt of the invoice); provided, however, the foregoing self-help remedy shall only apply to a default by Landlord which (1) does not affect the base Building systems (e.g., electrical, mechanical, plumbing) and (2) is of a non-structural nature, and (3) does not affect other tenants in the Building (with items not associated with points 1 - 3 hereinafter called, a “Permitted Self-Help Area”). In the event any default of Landlord hereunder affects a Permitted Self-Help Area and such default results, in the reasonable opinion of the Tenant, an emergency condition requiring urgent attention, then, notwithstanding the foregoing notice requirements in this Section 22.b., Tenant may immediately remedy such emergency condition in the event Landlord has failed to do so within twenty-four (24) hours of Landlord being notified of such emergency condition, in which event Landlord shall reimburse Tenant for the costs thereof within thirty (30) days of Landlord’s receipt of an invoice therefor. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this Lease or as a result of the breach of any promise or inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives such remedies for default hereunder and Tenant’s remedies for default by Landlord hereunder shall be limited to an action for damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies it will give the mortgagee(s) who then hold(s) a mortgage on the Building the same notice and time period as Landlord to cure any default by Landlord under this Lease. c. Remedies Cumulative. All rights and remedies of Landlord and Tenant are cumulative, and the exercise of any one shall not be an election excluding Landlord or Tenant at any other time from exercise of a different or inconsistent remedy. No exercise by Landlord of - 29 - MIAMI 3130600.6 7249640923 any right or remedy granted herein shall constitute or effect a termination of this Lease unless Landlord shall so elect by notice delivered to the other party. The failure of Landlord or Tenant 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. d. Mitigation of Damages. Upon any Tenant or Landlord default, the non- defaulting party 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. 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 the City of Milton, Georgia, but shall apply to any other assignee or subtenant. 24. BANKRUPTCY. a. Trustee’s 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: - 30 - MIAMI 3130600.6 7249640923 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.m, 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 OT HERWISE 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. 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, - 31 - MIAMI 3130600.6 7249640923 except that during such tenancy-at-sufferance, Tenant 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, to the extent, if any, allowed by law, 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 1.n. Pursuant to Georgia Real Estate Commission Regulation 520-1-.06, Resource Real Estate Partners LLC hereby discloses the following concerning this lease transaction: (1) Colliers International – Atlanta, Inc. represents Landlord and not Tenant, (2) Grubb & Ellis represents Tenant and not Landlord, and (3) Colliers International – Atlanta, Inc. and Grubb & Ellis 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, to the extent, if any, permitted by law, 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 the 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. 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 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 - 32 - MIAMI 3130600.6 7249640923 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. 30. 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 majeure” 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 either party’s reasonable control; provided, however, lack of funds or financial wherewithal shall not be deemed an event of force majeure. 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. 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. f. 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. g. 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 - 33 - MIAMI 3130600.6 7249640923 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. h. 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 and all of the terms herein, Landlord shall be relieved of all responsibility for the Premises and shall be released from any liability thereafter accruing under this Lease. i. Time of the Essence. Time is of the essence in the performance of all obligations under the terms of this Lease. j. 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 and upon such transfer, Landlord shall be released from any liability for return of the Security Deposit or prepaid Rent. k. 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. - 34 - MIAMI 3130600.6 7249640923 l. 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 availabl e 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. m. 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. n. 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 ille gal, 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. o. Binding Effect. This Lease shall be binding upon the respective parties hereto, and upon their heirs, executors, successors and assigns. p. 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. The parties acknowledge and agree that they have 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. q. Good Standing. Tenant and Landlord each represent 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. r. Terminology. The singular shall include the plural, and the masculine, feminine or neuter includes the other. s. Headings. Headings of sections are for convenience only and shall not be considered in construing the meaning of the contents of such section. - 35 - MIAMI 3130600.6 7249640923 t. 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. u. 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” v. Jury Trial Waiver. Landlord and Tenant each hereby irrevocably, knowingly and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by either of the 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. w. 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. x. 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. y. 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. z. 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 - 36 - MIAMI 3130600.6 7249640923 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. aa. Employment of Unauthorized Aliens Prohibited. Tenant shall not enter into a contract for the physical performance of services within the State of Georgia, unless Landlord shall provide evidence on Tenant-provided forms, attached hereto as Exhibits D and E that it and Landlord’s subcontractors have within the previous twelve (12) month period conducted a verification, under the federal Employment Eligibility Verification (“EEV” or “E- Verify”) program of the social security numbers, or other identifying information now or hereafter accepted by the E-Verify program, of all employees who will perform work on Tenant’s contract to ensure that no unauthorized aliens will be employed. Landlord hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit D attached hereto, and submitted such affidavit to Tenant. Further, Landlord agrees to provide completed copies of Exhibit E to Tenant within five (5) business days of receipt from any subcontractor. The City Manager or his/her designee shall be authorized to conduct an inspection of Landlord’s and Landlord’s subcontractors’ verification process to determine that the verification was correct and complete. Landlord shall retain all documents and records of the verification process for a period of three (3) years following completion of the contract. Landlord hereby acknowledges that compliance with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 is mandatory. Landlord’s compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 shall be attested by the execution of the contractor’s affidavit attached hereto as Exhibit D. Landlord agrees that the employee-number category designated below is applicable to Landlord. ____ 500 or more employees. ____ 100 or more employees. ____ Fewer than 100 employees. Landlord agrees that, in the event Landlord employs or contracts with any subcontractor(s) in connection with this Agreement, Landlord will secure from the subcontractor(s) such subcontractor(s’) indication of the above employee-number category that is applicable to the subcontractor. - 37 - MIAMI 3130600.6 7249640923 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. bb. SAVE Affidavit and Secure Verifiable Document. Pursuant to O.C.G.A. § 50-36-1, Tenant must obtain a SAVE Affidavit and a secure and verifiable document evidencing legal status in the Country of the individual signatory of Landlord each time that Landlord obtains a public benefit, including any contract, from Tenant. Landlord hereby verifies that it has, prior to executing this Agreement, caused the individual signatory of Landlord to execute a SAVE Affidavit (to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), a form of which is attached hereto as Exhibit F, and submitted such affidavit to Tenant in person, electronically, or by mail. Further, Landlord verifies that it has, prior to executing this Agreement, submitted a secure and verifiable docum ent, evidencing the legal status of the individual signatory of Landlord to Tenant either in person or electronically (in compliance with the Uniform Electronic Transactions Act). Landlord verifies that the individual signatory of Landlord is in compliance with the Residency Status of an Applicant for Public Benefit, as required by the Georgia Security and Immigration Compliance Act (O.C.G.A. § 50 - 36-1). cc. Counterpart Signatures. This Lease may be executed in multiple counterparts, each counterpart being executed by less than all of the parties hereto, and shall be equally effective as if a single original had been signed by all parties; but all such counterparts shall be deemed to constitute a single instrument, and this Lease shall not be or become effective unless and until each of the signatory parties below has signed at least one such counterpart and caused the counterpart so executed to be delivered to the other party. dd. Sovereign Immunity. Nothing contained herein shall be construed to be a waiver of the Tenant’s sovereign immunity or any individual’s qualified good faith or official immunities pursuant to the laws of the State of Georgia. 31. NO LEASEHOLD ESTATE FOR YEARS. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant. No estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject to levy and sale. This Lease does not grant Tenant a leasehold estate or an estate for years, but a possessory interest in the Premises. 32. 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 — “Additional Rent - Operating Expense Pass Throughs” b. Exhibit A — Premises c. Exhibit B — Rules and Regulations d. Exhibit C – Janitorial Specifications e. Exhibit D – Contractor’s Affidavit - 38 - MIAMI 3130600.6 7249640923 f. Exhibit E – Subcontractor’s Affidavit g. Exhibit F – SAVE Affidavit [SIGNATURE BLOCKS ON NEXT PAGE] - 39 - MIAMI 3130600.6 7249640923 IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in three (3) originals, all as of the day and year first above written. LANDLORD: LBUBS 2006-C1 NORCROSS OFFICES LIMITED PARTNERSHIP, a Georgia limited partnership By: LBUBS 2006-C1 NORCROSS OFFICE GP, LLC, a Georgia limited liability company, its general partner By: LNR PARTNERS, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, its Manager By: _______________________ Name: _____________________ Title: ______________________ TENANT: CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, a public body corporate and politic and a public corporation formed under the laws of the State of Georgia By: Name: Title: - 40 - MIAMI 3130600.6 7249640923 LEASE ADDENDUM NO. ONE ADDITIONAL RENT - OPERATING EXPENSE PASS THROUGHS For the calendar year commencing on January 1, 2013 and for each calendar year thereafter during the Term of this Lease, Tenant shall pay to Landlord as Additional Rent, Tenant’s Proportionate Share of any increase in Operating Expenses (as hereinafter defined) above the amount incurred by Landlord’s operation or maintenance of the Building during calendar year 2012 (the “Base Year”). For purposes of calculating Tenant’s Proportionate Share of real and personal property taxes, Landlord shall use the Base Year. Tenant’s Proportionate Share shall be calculated by dividing the then current rentable square feet of the Premises by the 49,577 net rentable square feet of the Building. [NOTE: Other than the Full Service Expenses, there are no Operating Expenses that vary with the occupancy of the Building.] 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 for common areas of the Building, 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 Building and/or the real estate parcel upon which the Building is located 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 others in commercial concessions Landlord operates; and (24) other expenses that under generally accepted accounting principles consistently applied would not be considered - 41 - MIAMI 3130600.6 7249640923 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 is actually paid. Prior to April 1 of the calendar year commencing on January 1, 2013 and prior to April 1 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 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 the amount due for Tenant’s subsequent 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 (“Tenants 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 but not limited to Georgia’s Open Records Act and 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 - 42 - MIAMI 3130600.6 7249640923 Operating Expenses to be deemed final and binding on the parties once Tenant’s Review for that calendar 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. - 43 - MIAMI 3130600.6 7249640923 EXHIBIT A PREMISES - 44 - MIAMI 3130600.6 7249640923 EXHIBIT B RULES AND REGULATIONS 1. 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; provided, however, that the Premises shall be accessible at all times as provided in Section 11.a. of the Lease. Landlord may from time to time establish reasonable security controls for the purpose of regulating access to the Building so long as such controls do not interfere with the operation of government. 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 security regulations established so long as such security regulations do not interfere with the operation of government. 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 Tenants 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 - 45 - MIAMI 3130600.6 7249640923 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. 7. 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 o ther 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 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. 9. 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, 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, entrances, exits, 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 - 46 - MIAMI 3130600.6 7249640923 the Building and its tenants; provided, however, nothing herein contained shall be construed to (a) 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, or (b) interfere with the public’s ability to access its government or with the Tenant’s ability to comply with the Open Meetings Act. 10. Additional Locks. Tenant shall not attach, or permit to be attached, additional locks or similar devices to any door or window, change existing l ocks 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 the 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. 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 - 47 - MIAMI 3130600.6 7249640923 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 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, other animal or bird (with the exception of police dogs or service animals); (i) make or permit any objectionable noise or odor to emanate from the Premises; (j) 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; (l) allow any firearms in the Building or the Premises, except as approved by Landlord in writing. Landlord hereby approves the possession of firearms within the Building or Premises when such firearms are in the custody and control of law enforcement officers employed by the City of Milton, Georgia, or who are otherwise present in the Building or the Premises on government business. 15. 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. 16. Energy Conservation. Tenant shall not waste electricity, water, heat or air conditioning and agrees to cooperate reasonably 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. 17. 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, to the extent, if any, allowed by law, 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. 18. 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 - 48 - MIAMI 3130600.6 7249640923 be directed to Landlord at 770-939-9820. 19. 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. - 49 - MIAMI 3130600.6 7249640923 EXHIBIT C 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. 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 - 50 - MIAMI 3130600.6 7249640923 EXHIBIT “D” STATE OF GEORGIA CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY CONTRACTOR AFFIDAVIT AND AGREEMENT By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with the City of Milton Public Buildings and Facilities Authority has registered with, is authorized to use and uses the federal work authorization program commonly known as E- Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor agrees that it will continue to use the federal work authorization program throughout the contract period, and, 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 Public Buildings and Facilities Authority, contractor will secure from such subcontractor(s) similar verification of compliance with O.C.G.A. § 13-10-91 on the Subcontractor Affidavit form provided in Rule 300-10-01-.08 in the form attached hereto as Exhibit “E.” Contractor further agrees to maintain records of such compliance and provide a copy of each such verification to the City of Milton Public Buildings and Facilities Authority within five (5) business days of receipt. Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Contractor Name of Project Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ____, __, 201__ in _______ (city), ________ (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _____ Day of _____________, 200__ Notary Public My commission Expires: - 51 - MIAMI 3130600.6 7249640923 EXHIBIT “E” STATE OF GEORGIA CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY 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 Public Buildings and Facilities Authority has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub - subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor, subcontractor agrees to forward, within five (5) business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identificati on number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Subcontractor Name of Project Name of Public Employer I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on ____, __, 201__ in _______ (city), ________ (state). Signature of Authorized Officer or Agent Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _____ Day of _____________, 200__ Notary Public My commission Expires: - 52 - MIAMI 3130600.6 7249640923 EXHIBIT “F” SAVE AFFIDAVIT By executing this affidavit under oath, and as the individual signatory and ________________of _________________________, the _____________ of __________________, an applicant for a public benefit, as referenced in O.C.G.A. § 50-36-1, from the City of Milton Public Buildings and Facilities Authority, the undersigned applicant verifies one of the following with respect to the aforementioned application for a public benefit: 1) X I am a United States citizen. 2) _________ I am a legal permanent resident of the United States. 3) _________I am a qualified alien or non-immigrant under the Federal Immigration and Nationality Act with an alien number issued by the Department of Homeland Security or other federal immigration agency. My alien number issued by the Department of Homeland Security or other federal immigration agency is:____________________. The undersigned applicant also hereby verifies that he or she i s 18 years of age or older and has provided at least one secure and verifiable document, as required by O.C.G.A. § 50-36-1(e)(1), with this affidavit. The secure and verifiable document provided with this affidavit can best be classified as: United States Passport. In making the above representation under oath, I understand that any person who knowingly and willfully makes a false, fictitious, or fraudulent statement or representation in an affidavit shall be guilty of a violation of O.C.G.A. § 16-10-20, and face criminal penalties as allowed by such criminal statute. Executed in __________________ Signature of Applicant ______________ Printed Name of Applicant SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___ DAY OF __________, 2012 _________________________ NOTARY PUBLIC My Commission Expires: ____________________________________