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Home My WebLink About2017-11-28 Meeting Minutes Public Safety Committee Meeting Commission Chamber - 11/28/2017 ATTENDANCE: Present: Hons. D. Williams, Chairman; Smith, Vice Chairman; Jefferson and Sias, members. Absent: Hon. Hardie Davis, Jr., Mayor. PUBLIC SAFETY 1. Motion to approve the agreement and acceptance of grant funds in the amount of $2250.00 from Pet Smart Charities and to approve Animal Services to secure future grants quarterly for the next two years with the approval of the Administrator and authorize the Mayor to execute the required documents. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 2. Approve a request from the Richmond County Sheriff's Office to purchase uniforms for the deputies at the Charles B. Webster Detention Center from Uniforms by John at a cost of $84,039.60. (Bid Item 17-234) Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 3. Motion to approve the minutes of the Public Safety Committee held on Item November 14, 2017.Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 4. Approve digital orthophotography and maintenance agreement with Pictometry International to provide new 2017-2018 oblique imagery and related software and product support to Augusta. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 5. Motion to approve the allocation of funding for the Richmond County Sheriff's Office (RCSO) in the amount of $100,000.00 to implement the Department of Homeland (DHS) State Homeland Security Grant Program. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 6. Approve acceptance of the award from The Georgia Emergency Management Agency (GEMA) to the RCSO through the State Homeland Security Initiative of $44,000.00 to purchase a K-9 transport vehicle. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result www.augustaga.gov Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 7. Motion to provide lump sum cancer insurance for firefighters as mandated by HB 146 to be effective January 1, 2018; to approve the funding for the lump sum cancer insurance in the amount of $41,454; and to authorize the Mayor to sign the Georgia Interlocal Risk Management Agency Participation Election Form, Resolution, and Agreement to provide lump sum cancer insurance. Item Action: Approved Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes 8. Report from the Public Safety Committee regarding preservation of the former Joint Law Enforcement Center located at 401 Walton Way. (Requested by Commissioner Dennis Williams) Item Action: Rescheduled Motions Motion Type Motion Text Made By Seconded By Motion Result Approve Motion to approve referring this item to the next committee meeting. Motion Passes 4-0. Commissioner Sammie Sias Commissioner Grady Smith Passes Public Safety Committee Meeting 11/28/2017 1:20 PM Attendance 11/28/2017 Department: Presenter: Caption: Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: 1 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 MASTER SUPPORT AGREEMENT THIS MASTER SUPPORT AGREEMENT including the Program Terms and Conditions attached hereto and incorporated herein by this reference (collectively, the “Agreement”), effective upon full execution (the “Effective Date”), is entered into between PetSmart Charities, Inc., an Arizona nonprofit corporation and Internal Revenue Code (“Code”) Section 501(c)(3) tax-exempt public charity, whose address is 19601 N. 27th Avenue, Phoenix, AZ 85027 (“Charities”), and City of Augusta, whose address is 530 Greene Street, Augusta, GA 30901 (“Organization”). Charities and Organization are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”. GENERAL TERMS AND CONDITIONS Section 1.1 Statements of Terms. Charities agrees to provide certain support to Organization, and Organization agrees to the terms and conditions of such support as described in this Agreement and the Statement of Terms (and any exhibits or schedules attached thereto) (the “Statement of Terms”) attached hereto (or entered into separately) and incorporated herein by this reference. Statements of Terms shall designate the particular type of support to be provided to Organization (the “Program”) and may be added or terminated from time to time without affecting the continued validity of this Agreement. In the event there are any inconsistent, contrary, or conflicting terms contained in any Statement of Terms and this Agreement, this Agreement shall control. The Initial Statement of Terms may be attached hereto as Exhibit A. Section 1.2 Term and Termination. (a) Term. Except as otherwise set forth in this Agreement, this Agreement shall remain in full force and effect until terminated by either Party as set forth herein. (b) Termination by Organization. Except as otherwise set forth in this Agreement, and unless any Statement of Terms remains in effect, Organization may terminate this Agreement at any time, with or without cause, following ninety (90) days advanced written notice to Charities. (c) Termination by Charities. Charities may terminate this Agreement at any time with or without cause following thirty (30) days written notice to Organization, without any further obligation or liability. In the event that Charities, in its sole and absolute discretion, believes: (i) Organization has not complied with the terms and conditions of this Agreement or has taken any action or inaction that does not uphold the spirit of this Agreement; (ii) Organization is involved in any investigation or engaged in any action that appears to be unprofessional, uncharitable or inappropriate; (iii) Organization ceases to operate on a full-time basis, becomes or is adjudicated insolvent or bankrupt, or if a receiver or a trustee is appointed for Organization or its property, or if Organization petitions for reorganization or arrangement under any bankruptcy or insolvency law, or if any assignment is made for the benefit of Organization’s creditors; (iv) there is any change to the representations made by Organization in this Agreement; (v) the results of any audit or information contained in any reports are deemed to be unacceptable by Charities; or (vi) Organization has not complied with the requirements of any other agreement with Charities; then, in addition to such other remedies as may be available to Charities under this Agreement, at law or in equity, Charities may, in its sole and absolute discretion: (1) immediately terminate this Agreement; (2) withhold any pending or future payments of funds or provision of support; or (3) revoke immediately any payment of funds not used in accordance with the Statement of Terms and require Organization to provide a full refund to Charities of all previously provided funds. (d) Effect of Termination. Upon termination of this Agreement for any reason, all then outstanding Statements of Terms shall immediately terminate and all rights and obligations of the Parties shall cease, except for such rights and obligations that otherwise survive pursuant to this Agreement. Section 1.3 Licenses. (a) License by Charities. (i) If expressly permitted in the Statement of Terms, Charities hereby grants Organization, during the term of the Statement of Terms, the limited, non-exclusive, revocable right to publish, print, transmit, display or otherwise use the “PetSmart Charities” name, service mark, and trademark (collectively, the “Marks”), solely for the purpose set forth in the Statement of Terms. Organization shall use appropriate designations (i.e., SM, TM or ®) with the Marks, as designated by Charities. All benefits from the use of the Marks by Organization shall inure to Charities, and Organization shall have no rights to the Marks other than the limited right to use them as set forth herein. Charities shall have the right to inspect Organization’s use of the Marks and any related promotional material for the purpose of controlling the quality of such material. If in Charities’ sole opinion, the quality of Organization’s use of the Marks, or related promotions, is unacceptable, Charities shall inform Organization and may require 2 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 Organization to immediately cease use of the Marks. Under no circumstances shall Organization use the Marks to imply that it is affiliated with Charities (except as expressly contemplated in this Agreement or a Statement of Terms). (ii) If use of the Marks is not expressly permitted in the Statement of Terms, Organization must obtain Charities’ advanced written consent to use the Marks, publicize any related promotions, or otherwise disclose the terms of this Agreement. (b) License by Organization. Unless otherwise designated in the Statement of Terms, Organization hereby grants Charities the right to publish, print, transmit, display or otherwise use Organization’s name, logo, and photographs, or any other representation of Organization related to the Program(s), including, but not limited to, its facilities and activities, via all forms of media now known or hereafter devised worldwide, in perpetuity, without notice, attribution or compensation to Organization, so long as the use does not depict Organization in a negative light. Organization agrees to provide and/or obtain such written releases, assignments or other documents for itself and/or from any third parties (for themselves and/or their pets) as may be necessary to enforce the rights of Charities granted in this Agreement without any compensation of any kind to Organization or such third parties. Section 1.4 Publicity. Subject to the requirements of this Agreement or unless otherwise specified in the Statement of Terms, Organization shall provide Charities the opportunity to be acknowledged or otherwise included in all media materials prepared by Organization related to the Program(s). Organization shall obtain prior written consent from Charities prior to granting to any third party entity or individual any publicity or sponsorship rights in connection with Organization’s activities that in any way relate to the Program(s) or this Agreement. Organization agrees that Charities may require Organization to recognize Charities and/or certain donors to Charities in Charities sole discretion. Section 1.5 Confidentiality. (a) By virtue of this Agreement, each Party may have access to information that is confidential to the other Party. “Confidential Information” is information that, by its nature, should be treated as proprietary and confidential or that a reasonable person should conclude is confidential, which is disclosed by one Party to the other Party orally, electronically or in a tangible form, that is related to this Agreement, a Statement of Terms or the Parties’ relationship, including without limitation business, technical, financial data, Program information, forecasts, marketing information, employee and volunteer information, strategies, general non-public business information, third-party confidential information that the supplying Party has a duty to maintain as confidential and has so informed the receiving Party of that duty, and other valuable information designated by the supplying Party as confidential information expressly or by the circumstances in which it is provided. Confidential Information of a Party shall not include any information that: (i) is or becomes part of the public domain or which is publicly available through no act or omission of the receiving Party and through no breach of this Agreement; (ii) the receiving Party can demonstrate was known to the receiving Party at the time of disclosure without an obligation to keep it confidential; (iii) becomes rightfully known to the receiving Party from another source without restriction on disclosure or use; (iv) the receiving Party can show is independently developed by the receiving Party without the use of or any reference to Confidential Information; or (v) for which disclosure is required by law, including open records acts or equivalent freedom of information statutes or acts. At the termination of this Agreement, completion of the term of Statement of Terms, or upon request, the receiving Party agrees to return or destroy, at the disclosing Party’s election, any and all Confidential Information. (b) The Parties agree that, unless otherwise set forth in this Agreement, required by law, or pursuant to the written consent of the other, the Parties shall not make each other’s Confidential Information available in any form to any third party for any purpose, except to its own directors, managers, officers, employees, representatives, legal and financial advisors, accountants and other agents (collectively “Representatives”) having a “need to know” such Confidential Information and who have agreed to be bound by confidentiality obligations no less restrictive than those under this Agreement. Each receiving Party agrees to be responsible for any breach of this Agreement by any of its Representatives, and, further, the receiving Party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Each Party agrees to take all reasonable steps required to ensure that Confidential Information is secure and is not disclosed or distributed by its Representatives’ subcontractors in violation of the terms of this Agreement. (c) Notwithstanding the foregoing, any Organization application, attachments, reports, this Agreement, any Statement of Terms and related correspondence and the information contained therein shall become the property of Charities, and nothing contained herein shall prohibit Charities from maintaining, using and/or disclosing such material or information as it deems appropriate in its sole discretion. Further, Organization expressly grants permission to Charities or its designees to make inquiries and discuss with, or request documentation from, third parties about Organization related to Organization’s performance under this Agreement, or any material obtained by Charities related to Organization. Section 1.6 Product. If the Organization receives any one or more products, including without limitation, consumable items and supplies (“Products”) as part of any Program, Organization agrees to comply with any and all federal, state and local laws, rules, regulations, manufacturer specifications and instructions, and administrative guidance applicable to the possession, storage, use, consumption and disposal of such Product. 3 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 Section 1.7 Indemnification. Organization shall defend, indemnify and hold harmless Charities and PetSmart, Inc. (“PetSmart”), including their respective affiliates, directors, officers, managers, employees, representatives, agents, assigns and successors, for, from and against all costs, claims, losses, liabilities, property damage, bodily injury or death, or intellectual property infringement (including reasonable attorneys’ fees and expenses), incident to or arising out of Organization’s: (a) breach of this Agreement or any Statement of Terms; (b) willful misconduct or negligent act(s) or omission(s); (c) violation of applicable law; (d) participation, or that of any of its dogs, cats, or other animals or pets (the “Animals”) in any Program; (e) possession, storage, use, consumption and disposal of any Product; and (f) employment and/or worker compensation claim. Notwithstanding the foregoing, this provision shall not be applicable if Organization is a governmental entity and as such, is prohibited by law from indemnifying Charities. Section 1.8 Organization’s Representations. As of the date of this Agreement and the date of signing of any Statement of Terms, Organization represents to Charities that (a) Organization is either (i) an organization exempt from federal income tax under Section 501(c)(3) of the Code, (ii) a governmental entity identified in Section 170(c)(1) of the Code that will use the grant for exclusively public purposes, or (iii) an “Indian tribal government,” as defined under Section 7701(a)(40) of the Code, that is treated as a State under Section 7871 of the Code and that will use the grant for exclusively public purposes; (b) Organization validly holds and maintains all licenses, permits, and registrations, and has satisfied all similar requirements, necessary for its lawful operation; (c) Organization is in compliance with all applicable local, state, tribal and federal laws, regulations and other requirements to which Organization is subject; (d) Organization is not on any federal terrorism “watch list” and any funds provided to Organization under this Agreement will be used in compliance with all applicable anti-terrorist financing and asset control laws, statutes and executive orders; (e) Organization will not use any support provided under this Agreement for lobbying or political activities, or any purpose not described in Section 501(c)(3) of the Code; and (f) all representations made by Organization in any application and ancillary material are true and accurate in all material respects. Organization agrees to notify Charities promptly in writing of any change in the information represented herein. Section 1.9 Audit. Upon reasonable prior written notice and during normal business hours, at any time during the term of a Statement of Terms and ending two (2) years thereafter, Charities or its designee may audit the books, records, and/or operations of Organization to ascertain Organization’s compliance with the terms and conditions of this Agreement. Organization acknowledges and agrees that any such audit may include, without limitation, (i) an on-site or in person inspection, (ii) observation of Organization’s facilities and operations, and (iii) personnel interviews, including without limitation, employees and volunteers. Organization will permit the audit no later than three (3) business days after the date of Charities’ notice, provided however, that in the event Charities has a bonafide reason to believe, in its sole discretion, that there may be issues related to the welfare of any of Organization’s Animals, Organization shall permit such audit with no notice. Charities may suspend Organization’s participation in any Program and/or withhold any funds for such period as it may be reasonable to conduct, and review the results of, any such audit. Section 1.10 Independent Entities. Nothing in this Agreement shall be construed to create a legal partnership, joint venture, landlord-tenant, agency, or employee-employer relationship between any of Charities or PetSmart, on the one hand, and Organization, its employees, volunteers or agents, on the other hand. The Parties agree that Organization is an independent entity solely responsible for itself, its employees, volunteers, agents, and any of Animals at all times. Each Party shall be solely responsible for the acts and omissions of its respective officers, agents, servants, employees, representatives and subcontractors during and after the term of any Statement of Terms. The doctrine of respondeat superior shall not apply as between Organization, on the one hand, and PetSmart or Charities, or their respective officers, agents, servants, employees, representatives or subcontractors, on the other hand. Section 1.11 Equal Opportunity. Organization agrees that it will not discriminate by reason of race, color, creed, religion, national original, age, sexual orientation, disability, veteran status or gender. Section 1.12 Governing Law; Legal Fees. This Agreement and any Statement of Terms shall be governed by and construed in accordance with the laws of the State of Arizona in the United States without regard to conflict of law provisions or international treaties or conventions, unless prohibited by law. In the event of any dispute under this Agreement, the prevailing Party will have the right to recover attorneys’ fees, fees of expert witnesses and travel expenses. Section 1.13 Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Organization will not assign or sublicense, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of Charities. Nothing in this Agreement shall be construed to give any third party any legal or equitable right, remedy or claim under or with respect to this Agreement, except that Charities or any Party’s permitted successor or assign shall be deemed a third-party beneficiary of this Agreement. Notwithstanding anything herein to the contrary, Charities may freely assign this Agreement in connection with a transfer to a related party or due to a merger, consolidation, or sale of substantially all of its assets. Section 1.14 Force Majeure. The Parties shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement and any Statement of Terms, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to acts of God, acts of omission, fires, 4 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems, epidemics or public health crises, declaration of a state of disaster or emergency by the federal, state, county, or city government in accordance with applicable law, and/or any other similar causes. Section 1.15 Waiver; Severability. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such term or right on any future occasion. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. If one or more provisions of this Agreement are held to be unenforceable under applicable laws by a court of competent jurisdiction, those provisions must be limited or eliminated to the minimum extent necessary and only in the applicable jurisdiction such that the balance of this Agreement remains enforceable and in full force and effect. Section 1.16 Survival. All representations, warranties and obligations of Organization in this Agreement shall survive after the termination date of this Agreement. Section 1.17 Headings; Construction. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. This Agreement shall not be construed for or against any Party on the basis of which Party drafted this Agreement, and each Party had the opportunity to review this Agreement with their respective legal counsel to the Party’s satisfaction. Section 1.18 Execution; Counterparts. Charities and Organization each represent that the individuals signing below are duly authorized to execute this Agreement on behalf of the Party for which they are signing. This Agreement may be executed in one or more counterparts, each of which shall be deemed an enforceable original of this Agreement, but all of which together shall constitute one and the same instrument. Facsimile and other electronic signatures shall be as effective and binding as original signatures. Section 1.19 Notices. Notices shall be deemed served when received by addressee or, if delivery fails by reason of some fault or action of the addressee, when tendered for delivery. Either Party may change the notice address or recipient at any time by providing written notice to the other Party. All notices required or permitted to be given hereunder shall be in writing, reference this Agreement, and be delivered by hand, prepaid courier, or registered or certified mail, postage prepaid, and addressed to the Party’s address set forth in this Agreement, and in the case of Charities, to the attention of the Legal Department. Section 1.20 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all other prior and contemporaneous communications, discussions, understandings, negotiations, arrangements and agreements between the Parties, whether written or oral, relating to the subject matter of this Agreement. No entity is authorized by Charities to make any warranty, representation, or promise different than, or in addition to, the warranties, representations or promises expressly set forth in this Agreement. This Agreement may be modified or amended only in writing, duly executed by both Parties. IN WITNESS WHEREOF, and in consideration of the mutual promises and covenants herein contained, the Parties have caused this Agreement to be signed by their respective and duly authorized representatives as of the Effective Date set forth above. “CHARITIES” PETSMART CHARITIES, INC. “ORGANIZATION” CITY OF AUGUSTA Signature: _____________________________ Signature: _____________________________ Name: ________________________________ Name: ________________________________ Title: _________________________________ Title: _________________________________ Date: _________________________________ Date: _________________________________ 5 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 MASTER SUPPORT AGREEMENT PROGRAM TERMS AND CONDITIONS The following terms and conditions are in addition to the terms and conditions set forth in the Agreement, are incorporated by reference in the Agreement, and shall be applicable to any Program designated in any Statement of Terms. Grants. (a) Grant Terms. From time to time following execution of this Agreement, Charities may award Organization a grant (each, a “Grant”) on the terms and conditions set forth in this Agreement and as further specified in the applicable Statement of Terms. With respect to each Grant, at a minimum the Statement of Terms will include (i) the amount of Grant cash or in-kind goods or services to be awarded to Organization (the “Grant Funds”); (ii) a description of the in-kind goods or services to be awarded; (iii) the distribution schedule for the Grant Funds; (iv) the specific purpose(s) for which the Grant Funds may be used by Organization (the “Grant Purpose”); and (v) the time period during which the Grant Funds will be used by Organization (the “Grant Period”). (b) Use of Grant Funds. Organization will utilize the Grant Funds only for the Grant Purpose and within the Grant Period. In the event that Organization cannot use the Grant Funds for the Grant Purpose or within the Grant Period, Organization must notify Charities immediately. In the event that Organization has previously received any form of grant from Charities, this Agreement is contingent upon successful performance by Organization under that grant agreement. (c) Modifications. Upon written request made by the Organization to Charities and in the sole discretion of and upon written approval by Charities, the Statement of Terms may be amended if such amendment is limited in scope to the following sections of the Statement of Terms: (a) the Grant Purpose may be amended to reflect adjustments in acceptable use of the Grant Funds within the overall intended purpose of the funded project, including adjustments in areas of populations being served or targeted, reallocation of funds across types of expenses and adjustments in acceptable performance metrics (b) the performance time period may be extended to enable the completion of the funded project; and (c) any reporting obligations may be extended in time and adjusted to reflect the data available. (d) Grant Contingencies. The provisions of this Section (d) apply only to Grants which include Grant Funds for the purposes specified below: (i) Equipment. If any Grant includes Grant Funds, in whole or in part, for the Grant Purpose of assisting Organization with the acquisition of any equipment (which may include, but is not limited to, funding equipment for Organization, assisting Organization with purchasing equipment, or the in-kind grant of equipment to Organization) (in any case, the “Grant Equipment”), the provisions of this Section (d) shall apply to such Grant. If at any time Organization ceases to use any Grant Equipment for the Grant Purpose or is otherwise in breach of this Agreement or any Statement of Terms, then, in addition to such other remedies as may be available to Charities under this Agreement, at law or in equity, Charities may require Organization to immediately transfer ownership of the Grant Equipment (the “Transfer Option”) to Charities or an organization designated by Charities (in either case, the “Transferee”) at no cost to Charities or the Transferee. After exercise of the Transfer Option, Organization will cooperate with Charities and any other Transferee with respect to the transfer of such Grant Equipment to the Transferee. Organization shall be responsible for any costs and expenses associated with or arising from Organization’s violation of this Agreement, a failure to cooperate with Charities or any other Transferee in exercising the Transfer Option, and any other costs incurred by its own volition. (ii) Services. If the Grant includes one or more services (“Services”), the receipt of such Services will be included in the defined term “Grant Funds” as used in this Agreement and relevant Statement of Terms. Services provided under any Statement of Terms may be provided directly by Charities or indirectly through a subsidiary, contractor, representative or agent of Charities. In addition to any terms and conditions imposed by the Statement of Terms, Organization will participate in any program, technical assistance, training or other Services within the guidelines, procedures and timelines defined by Charities or its authorized representative. Ongoing or periodic receipt of the Services will be contingent upon Organization’s compliance with all terms, conditions and reporting requirements in this Agreement and Statement of Terms, as determined by Charities in its sole and absolute discretion. (e) In addition to the publicity requirements set forth in the Agreement, in the case of funding for or towards Grant Equipment, capital improvements, purchases or builds, Organization agrees Charities may require naming or affixing some object of recognition of Charities or donors to Charities to rooms, equipment, and/or permanent fixtures; creating a donor wall; etc. Organization further agrees; that if specified in a Statement of Terms, Charities may require naming the building in which Organization operates. Unless otherwise agreed to by the Parties, such recognition shall remain in place in perpetuity or until removal is requested by Charities. (f) Reporting. In addition to any reporting obligations set forth in any Statement of Terms, Charities may request at any time during the Grant Period, and for two (2) years thereafter, (i) that Organization produce (1) a written report detailing the Grant Funds expenditures and documentation as may be required by Charities; (2) a written report detailing Organization’s performance to date related to the Grant Purpose; and (3) any other report or response to evaluation questions or an assessment 6 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 questionnaire as may reasonably be requested; and (ii) certain financial reports which may include, but shall not be limited to audited and/or unaudited financial statements, and any forms or filings that are required by the Code or any government agency. Organization will submit such written report to Charities no later than fifteen (15) business days after the date of Charities’ written request. Organization may also be required, if requested by Charities or as otherwise specified in any Statement of Terms, to participate in periodic telephone or in-person conferences with Charities or its designee (which shall also be considered a “report” under this Agreement). Charities may withhold any Grant Funds for such period as it determines may be reasonable to request and review any report provided for in this Agreement or applicable Statement of Terms, regardless of the form of such report. Any report provided for in this Agreement or any applicable Statement of Terms shall be provided by Organization in a form and format specified by Charities. Sponsorship. (a) Sponsorship Terms. From time to time following execution of this Agreement, Charities may award a sponsorship to Organization for a specific limited purpose (such as an event or conference) (each, a “Sponsorship”) on the terms and conditions set forth in this Agreement and as further specified in the Statement of Terms. With respect to each Sponsorship, at a minimum the Statement of Terms will include (i) the amount of cash or in-kind goods or services to be awarded to Organization (the “Sponsored Amount”); (ii) a description of the in-kind goods or services to be awarded; (iii) the distribution schedule for the Sponsored Amount; (iv) the name and date(s) for the applicable Sponsorship event or conference (the “Sponsored Event”); and (v) any benefits to be provided by Organization to Charities for the Sponsorship. (b) Use of Sponsored Amount. Organization will expend the entire Sponsorship Amount granted for the Sponsored Event within one (1) year of receipt. In the event that Organization cannot use the Sponsored Amount for the Sponsored Event within one (1) year of receipt, Organization must notify Charities immediately. (c) Benefits Provided by Organization. Organization shall provide to Charities any benefits that Organization ordinarily provides to sponsors at the Sponsored Amount sponsorship level including, but not limited to, such benefits as are described in the Statement of Terms and/or indicated in any Organization sponsorship solicitation materials, whether or not attached hereto or thereto. Adoption. (a) Adoption Terms. From time to time following execution of this Agreement, the Parties may agree for Organization to participate in Charities’ adoption program (the “Adoption Program”) at one or more locations specified by Charities (the “Adoption Center”) to help find homes for Animals on the terms and conditions set forth in this Agreement and as further specified in the Statement of Terms. (b) Adoption Center. Charities will be responsible for any construction of and necessary maintenance to the physical facility and fixtures (such as HVAC, appliances, plumbing and electrical system) of the Adoption Center, and for paying all utility and related costs. Organization shall not pay any rent for use of the Adoption Center. Organization shall commence using the Adoption Center(s) on the date designated in the Statement of Terms or as otherwise agreed upon by the Parties. Organization acknowledges and agrees that the availability of the Adoption Center may be subject to certain administrative, regulatory, and/or contractual requirements, which may delay or prevent Charities from obtaining the location. In the event that the Adoption Center does not become available or becomes available with modifications or restrictions that Charities determines to be undesirable, Charities may immediately terminate this Agreement or applicable Statement of Terms with no further obligation. (c) Adoption Policies. Charities will provide policies, procedures and/or manuals, and may provide certain on- site training and/or training materials to Organization related to the Adoption Center and Organization’s presence in PetSmart stores (collectively the “Adoption Policies”). Charities or PetSmart may modify the Adoption Policies in their sole and absolute discretion. Organization, its employees and volunteers will comply with all such policies, procedures, and/or manuals at all times. (d) Adoption Center Supplies. Charities may provide, in its sole discretion, certain Products which may include animal food and cat litter, supplies, or equipment that may be approved by Charities from time to time, in reasonable quantities for the sole purpose of use for the benefit of pets available for adoption while they are present in the Adoption Center. No Organization employee or volunteer will be permitted to remove any products, supplies, or equipment from the PetSmart store for use in the Adoption Center or for any other reason. Organization will not charge Charities or PetSmart any adoption fees or other expenses. (e) Damage to Adoption Center. Organization will be responsible for any damage to the Adoption Center or related equipment caused by the Organization, its staff or volunteers. Organization will, at its sole expense, maintain the Adoption Center in a clean, sanitary and orderly fashion and take preventative action to discourage the spread of communicable diseases among Animals. Organization is responsible for ensuring that the Adoption Center is clean, fully sanitized and disinfected prior to departure. (f) Conditions. None of Organization, its employees, volunteers or agents, may, directly or indirectly: (i) during the term of any Statement of Terms, sell, gift or generally compete with the products and/or services sold by PetSmart (such as grooming, pet training and veterinary services) or conduct fundraising activities while in the Adoption Center or on PetSmart premises; 7 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 (ii) during the term of any Statement of Terms, interfere in any way with the conduct of the business of PetSmart, Charities or any customer, tenant or occupant of the PetSmart store or shopping center at any time; (iii) during or after the term of any Statement of Terms, directly solicit donations from PetSmart customers while they are present at the Adoption Center or on PetSmart premises; provided, however, that Organization is welcome to collect donations from the public while Organization is onsite performing adoptions at the Adoption Center if Organization provides its own donation collection canister located where adoptions are being performed; (iv) during or after the term of any Statement of Terms, disparage (1) PetSmart, Charities, Banfield Pet Hospital, or any customer, tenant or occupant of the PetSmart store or shopping center; (2) any PetSmart or Charities product, service, employee, representative, volunteer or agent; or (3) the activities or reputations of any other organization participating in the Adoption Program. Organization acknowledges and agrees that, in addition to Organization, one or more animal adoption agencies may operate in the PetSmart store or Adoption Center. (g) Animal Care and Transport. (i) Organization shall be fully responsible for populating the Adoption Center with Organization’s Animals and for properly caring for such Animals at all times, including daily feeding and clean-up unless other arrangements or schedule has been made with PetSmart for coverage of these tasks. Organization shall retain ownership of each Animal that occupies the Adoption Center until the adoption process for such Animal is complete. (ii) Organization must maintain control of its Animals in the Adoption Center at all times. Animals that are outside the Adoption Center for any reason must be transferred either in a crate or on a lead with one handler to each Animal. Display of Animals outside of the Adoption Center may be permitted under certain circumstances with prior consent from PetSmart or Charities. In such case, all Animals shall be confined either in a crate or an exercise pen or on a lead with one handler to each Animal. (iii) Prior to being transported to the Adoption Center or the PetSmart store, a health and behavior assessment must be conducted on all Animals; all Animals must be deemed safe for interaction, healthy, spayed or neutered and adoptable; all Animals must be provided age-appropriate vaccinations in accordance with the Adoption Policies and applicable law; and Organization shall ensure that all Animals are in compliance with any applicable laws. Organization will offer only healthy, safe and spayed/neutered Animals for adoption in the Adoption Center or designated adoption areas. Animals showing or previously having shown any signs of aggression are strictly prohibited from the Adoption Center and PetSmart premises. Organization will isolate Animals at the first sign of illness or aggression and remove such Animals immediately from the Adoption Center and PetSmart store. Animals showing signs of aggression may not be brought back to the Adoption Center or PetSmart store for future placement. (iv) Unless otherwise specified in the Adoption Policies, vaccinating, providing veterinary services or dispensing any medication to Animals in the Adoption Center or on PetSmart premises is strictly prohibited. At all times while an Animal is in the Adoption Center, Organization must comply with all licensing, registration and identification laws and requirements applicable to each such Animal. Organization shall also provide all relevant information to the adopting party necessary for licensing and registration at the time the Animal is adopted. Organization will maintain all necessary records for such license and registration, as well as any other records related to any Animal or operation of the Adoption Center that may be required by applicable law. Organization will provide copies of such records to Charities or PetSmart upon request. (v) Charities or its designee may require Organization to immediately remove any Animal from the Adoption Center as may be required in Charities’ sole discretion as may be reasonably necessary to comply with Adoption Policies, operate the Adoption Program, ensure the safety or well being of any Animal or person, or comply with any applicable law. Organization hereby authorizes Charities and its designees to take any action with respect to any Animal reasonably necessary or desirable to operate the Adoption Program, ensure the safety or well being of any Animal, or comply with any applicable law. (h) Adoption Process. (i) Subject to this Agreement, the Adoption Policies, and applicable law, Organization will use its own adoption policies and procedures when offering Animals for adoption at the Adoption Center, and Organization will make the final decision in the adoption of an Animal. If an adoption is denied, Organization will explain to the denied adopting party why it was denied and offer alternatives. (ii) Organization shall not discriminate against any individual in any way, and shall avoid the perception of discrimination during the adoption process and with respect to adoption fees, ensuring equal opportunity and fair treatment to all potential adopting parties. (iii) In addition to any adoption-related document required by Organization, Organization will require, for each adoption, an adoption release form signed by the adopting party or other documents as may be required from time to time by Charities. Organization shall maintain all adoption applications and related information as private and confidential; provided, however, that Charities may require, and Organization agrees to provide, access to such information and all other records related to an Animal, adopter, or adoption process, in the event an adopting party or PetSmart customer raises an issue concerning such adoption, and as may otherwise be necessary or appropriate in conjunction with threatened or actual legal proceedings or regulatory investigations or inspections. 8 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 (i) Additional Adoption Terms for Everyday Adoption Centers. In addition to the Adoption Program terms set forth in this Agreement, the following shall be applicable if Organization participates in the Everyday Adoption Center Program. (i) All Animals, prior to being transported to the Adoption Center, must be given an examination and preliminary health assessment by a licensed veterinarian to ensure each is healthy, spayed or neutered, and adoptable; and all Animals must be deemed behaviorally safe for adoption and public interaction by an individual trained or certified in an industry accepted behavior assessment protocol, or another protocol if specifically approved by Charities in writing and in advance, and in Charities’ sole discretion. (ii) Organization will provide at least one (1) vehicle to be used to transport Animals between Organization’s facilities and the Everyday Adoption Center. Organization will be responsible for all costs relating to transportation of the Animals, including any automobile insurance as described in this Agreement. Animals shall be transported between Organization’s facility and the Everyday Adoption Center with a frequency and on a schedule as is required to ensure that at all times, the Adoption Center is populated with Animals for adoption at a level specified in the Adoption Policies or as otherwise specified by Charities, provided however, that Organization shall comply with all applicable laws and Adoption Policies related to containing Animals in the Adoption Center. (iii) Organization is expected to complete a minimum number of adoptions from the Everyday Adoption Center as may be determined by Charities from time to time or as specified in the Adoption Policies. (iv) Organization will ensure that the Everyday Adoption Center is appropriately staffed during hours determined by PetSmart and Charities, and will ensure that its employees and volunteers are available to assist the public during PetSmart store hours. In the event that the PetSmart store is closed to the public for any reason, Organization shall staff the Everyday Adoption Center for enough time to ensure appropriate care for all Animals in the Everyday Adoption Center. Organization will be solely responsible for hiring employees and volunteers to staff the Everyday Adoption Center. In no event shall Organization have fewer than two (2) employees or one (1) employee and one (1) volunteer (i.e., at least two (2) people at all times) staffing the Everyday Adoption Center during PetSmart store hours. The Parties and PetSmart must mutually agree in writing at least twenty-four (24) hours in advance of any changes to the schedule. (v) If Organization desires to engage in an interstate transport program of any kind, Charities shall maintain an annual right of first refusal to become the exclusive transport program provider for Organization, unless stipulated otherwise in Charities’ sole discretion. (vi) Insurance Organization will maintain, at its sole cost and expense, during the term of this Agreement and for at least five (5) years thereafter, the following insurance coverage: (a) a commercial general liability insurance policy with limits for bodily injury, property damage and products liability/completed operations coverage of not less than $1,000,000 per occurrence, with an aggregate limit of not less than $2,000,000, such policies to include contractual liability and contain no exclusion related to Organization’s compliance status with mandatory or voluntary safety standards of the United States of America; (b) an automobile liability insurance policy with limits not less than $1,000,000 combined single limit; (c) workers’ compensation insurance, including coverage for occupational disease, in the benefit amounts required by law, and employer’s liability insurance, with a limit of liability not less than $1,000,000 per accident; and (d) professional liability - errors and omissions insurance with limits not less than $2,000,000 per occurrence and an aggregate limit of not less than $5,000,000. Organization will provide additional liability limits of at least $2,000,000 per occurrence, either through an umbrella or excess policy, such policy to be excess to the underlying commercial general liability and auto insurance policies. All insurance will be maintained with insurance companies authorized by law to conduct business in the United States of America and Canada with the financial rating of at least A-VII status, as rated in the most recent edition of Best's Insurance Reports. The insurance policies will include Charities and PetSmart, Inc. as additional insureds, be provided on a primary and noncontributory basis and include a waiver of subrogation in favor of Charities and PetSmart, Inc. Organization will provide to Charities a certificate of insurance or similar binder for each policy evidencing compliance with this Agreement upon execution of this Agreement, on each anniversary thereafter and upon ten (10) days of written request from Charities. Organization will send such certificates or binders to certificates@ssg.Petsmart.com. Should any of the above policies be canceled before the expiration date thereof, notice will be delivered in accordance with the applicable policy provisions. The insurance coverage provided for in this Agreement will not act to limit Provider's liability under this Agreement. Charities reserves the right to adjust coverage limits depending on Organization’s risks. (j) Charities may elect to provide certain “adoption rewards” related to the Adoption Program in accordance with Charities then-current Adoption Rewards Program, if any, which may be modified or discontinued by Charities in its sole discretion. Organization agrees to use any such reward for the purpose of furthering an adoption program designed to find homes for homeless pets, and such reward shall be subject to the Grant Terms and Conditions herein. (k) Organization Employees and/or Volunteers. (i) Organization employees must be at least 18 years old. Organization volunteers must be at least 14 years old and properly supervised by the Organization. Volunteers under the age of 18 must be accompanied by and supervised by an 9 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 adult at all times. Organization and all Organization employees and volunteers must maintain a clean, neat and professional appearance at all times, and conduct themselves in a professional and courteous manner. (ii) No family members or personal pets of an Organization employee or volunteer may be present at the Adoption Center during such employee’s or volunteer’s shift, except family members who are also formally volunteering with the Organization for the specific event or shift. (iii) Organization shall cause each employee and volunteer working on behalf of Organization in conjunction with the Adoption Program to sign an agreement with Organization requiring compliance with this Agreement, and waiving any and all claims and liability against Charities and PetSmart related to the Adoption Program. (iv) If mutually agreed upon in writing by Organization, Charities, and PetSmart, Charities may, through its relationship with PetSmart, facilitate use of PetSmart employees to support the Adoption Center, which may include conducting adoptions, providing care for Animals, and maintaining the facilities. In such event, Organization hereby authorizes Charities and PetSmart to carry out those activities specified in this Agreement and the Adoption Policies, to the extent necessary to provide such services. Organization agrees to provide all reasonably necessary training on Organization’s practices necessary to conduct adoptions, including without limitation, Organization’s adoption standards and fees. If requested by Organization, Organization will provide access to its shelter management system or other information system, and any licenses required for such use. (v) In the event Charities or PetSmart has any objection to any Organization employee or volunteer, Charities or PetSmart shall have the right to require Organization to commence appropriate procedures to remedy the basis of any such objection. Upon reasonable request, PetSmart or Charities, in its sole discretion, may require the removal of the employee or volunteer from the Adoption Center. (vi) Organization agrees not to solicit Charities’ or PetSmart’s employees, former employees, representatives, former representatives or volunteers during the term of this Agreement and for one (1) year after the date of termination thereof. Notwithstanding the foregoing, it shall not be deemed a violation of this provision for Organization, Charities or PetSmart to hire an employee of the other Party who responds to a general advertisement regarding employment opportunities. 10 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 MASTER SUPPORT AGREEMENT – EXHIBIT A INITIAL STATEMENT OF TERMS General Terms Indicate Type of Program(s) Grant X Sponsorship Adoption Term Start Date: Upon date of full execution End Date: Until terminated Parties and Contact Information Organization City of Augusta Charities PetSmart Charities, Inc. Address 530 Greene Street Augusta, GA 30901 Address 19601 North 27th Avenue Phoenix, AZ 85027 Principal Contact Sharon Broady Principal Contact Johnny L. Jenkins Jr. Tel. 706-790- 6836 Fax Tel. (623) 556-6530 Fax Grants Amount of Grant Funds – Cash $2,250.00 Amount of Grant Funds - In-Kind (Fair Market Value) $ N/A (FMV) Total Amount of Grant Funds (cash and/or in- kind) $2,250.00 Description of in-kind goods or services provided (including equipment, services, etc.) to Organization (if any) N/A Distribution Schedule of Grant Funds $2,250.00 in one single installment upon execution Grant Purpose The grant award recommendation totals $2,250.00 for City of Augusta, #0379 to host a 2017 November National Adoption Weekend Event to take place on 11/10/17 thru 11/12/17 at PetSmart Store #0293 with a goal of 45 adoptions. Grant funds will be used for: 1) Approximately $1,950.00 in marketing for the 2017 November National Adoption Weekend Event. Marketing and advertising will include: 2) Approximately $300.00 for pet containment and supplies: crates, carriers, exercise pens for on-site event housing and shelter and necessary day of event pet supplies including bowls, leads, leashes, and collars. 3) If any grant funds remain after the expenses in items (1) and (2) above are covered, the remaining grant funds may be used, with written permission from PetSmart Charities, Inc. toward spay/neuter surgeries for animals to assist in preparing them for adoption. Any marketing materials created by the Organization shall be approved by a PetSmart Charities team member. For all Press Release approvals, please e-mail via PublicRelations@petsmartcharities.org. For all Marketing material approvals, please e-mail via petsmartcharitiesmarketing@petsmartcharities.org. Please allow up to 10 business days for approvals. Grant Period Start: Upon date of full execution End: Six months after full execution Sponsorships 11 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 Amount of Cash Grant Funds $ Amount of In-Kind Grant Funds (Fair Market Value) $ (FMV) Total Amount of Grant Funds (cash and/or in- kind) $ Distribution Schedule of Sponsored Amount Name and Date of Event or Conference Benefits Provided by Organization (if any) Adoption Location (address and/or PetSmart store number) Is the Adoption Center an “Everyday Adoption Center”? Yes No Start Date Licenses Charities’ License of Organization’s Marks as Identified Below Yes No X Organization’s License of Charities’ Marks as Identified Below Yes X No License Purpose and Duration (if different from the Term) Recognition of PetSmart Charities, Inc support of Organization; Promotion of Organization's participation in PetSmart Charities, Inc. programming (ie. In-Store adoption programming, grants programming) Identification of Marks Organization’s Marks (a) (b) Charities’ Marks (a) PetSmart Charities® (b) Other Requirements Reporting Requirements In addition to any reporting requirement set forth in the Master Support Agreement and/or the In-Store Adoption Partner, the Organization agrees to provide the following reports to PetSmart Charities in connection with this event grant, on or before the deadlines set below. PetSmart Charities reserves the right to change the method and format of how reports are provided. 12 PetSmart Charities, Inc. – CONFIDENTIAL INORMATION Master Support Agreement v20150227.18 Unless otherwise specified, submit all reports via www.cybergrants.com/petsmartcharities/reports/app. The Impact Reports are available at http://www.petsmartcharities.org/pro/resources/. The Final Report is due by 11/12/2017 or no later than 30 days after the completion of the event, whichever comes sooner. Failure to timely submit reports as required of this grant may impact your organization’s future grant eligibility. Please note that failure to submit reports may lead to additional review of grant activities and expenditures by PetSmart Charities. Additional Requirements (if any) PetSmart Charities supports established best practices for transport such as those guidelines included in the Association of Shelter Veterinarians Guidelines for Standards of Care in Animal Shelters. Organization must operate transport vehicles within the Association of Shelter Veterinarians (ASV) recommended transport guidelines. Public Safety Committee Meeting 11/28/2017 1:20 PM Animal Services Pet Smart Event Grants Department:Animal Services Presenter:Crystal Eskola Caption:Motion to approve the agreement and acceptance of grant funds in the amount of $2250.00 from Pet Smart Charities and to approve Animal Services to secure future grants quarterly for the next two years with the approval of the Administrator and authorize the Mayor to execute the required documents. Background:National Adoption Weekends are held four times annually, Pet Smart selects a lead organization quarterly. As the lead organization, the agency can apply for a grant to cover marketing, event equipment, pet containment supplies to support adoptions at Pet Smart. Pet Smart Charities is an adoption partner; the local Pet Smart supports Augusta Animal Services by providing space for adoptable animals on a weekly basis. Analysis:Increased adoptions positively affect our live release rate. Financial Impact:N/A Alternatives:Disapprove motion Recommendation:Approve motion Funds are Available in the Following Accounts: No matching funds required REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Invitation to Bid Sealed bids will be received at this office until Tuesday, August 22, 2017 @ 11:00 a.m. for furnishing: Bid Item #17-234 Charles B. Webster Detention Center Uniform for Augusta, Georgia – Sheriff’s Office Bids will be received by Augusta, GA Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 535 Telfair Street - Room 605 Augusta, Georgia 30901 Bid documents may be viewed on the Augusta, Georgia web site under the Procurement Department ARCbid. Bid documents may be obtained at the office of the Augusta, GA Procurement Department, 535 Telfair Street – Room 605, Augusta, GA 30901. Documents may be examined during regular business hours at the offices of Augusta, GA Procurement Department. A Mandatory Pre Bid Conference for Bid Item #17-234 will be held on Friday, August 4, 2017 @ 10:00 a.m. in the Procurement Department, 535 Telfair Street, Room 605. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Tuesday, August 8, 2017 @ 5:00 P.M. No bid will be accepted by fax, all must be received by mail or hand delivered. The local bidder preference program is applicable to this project. To be approved as a local bidder and receive bid preference an eligible bidder must submit a completed and signed written application to become a local bidder at least thirty (30) days prior to the date bids are received on an eligible local project. An eligible bidder who fails to submit an application for approval as a local bidder at least thirty (30) days prior to the date bids are received on an eligible local project, and who otherwise meets the requirements for approval as a local bidder, will not be qualified for a bid preference on such eligible local project. No bids may be withdrawn for a period of sixty (60) days after bids have been opened, pending the execution of contract with the successful bidder. Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark BID number on the outside of the envelope. Bidders are cautioned that acquisition of BID documents through any source other than the office of the Procurement Department is not advisable. Acquisition of BID documents from unauthorized sources placed the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. Correspondence must be submitted via mail, fax or email as follows: Augusta Procurement Department Attn: Geri A. Sams, Director of Procurement 535 Telfair Street, Room 605 Augusta, GA 30901 Fax: 706-821-2811 or Email: procbidandcontract@augustaga.gov No bid will be accepted by fax, all must be received by mail or hand delivered. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle July 13, 20, 27, August 3, 2017 Metro Courier July 19, 2017 OFFICIAL Perfect Fit 2049 MLK Jr. Blvd Augusta, GA 30901 Uniforms By John, Inc. 511 Broad Street Augusta, GA 30901 Public Safety Outfitters 4268-A Belair Frontage Rd Augusta, GA 30909 YES YES YES 905491 272348 1180760 YES YES YES Item No. 1 Women's Trouser Unit Price Unit Price Unit Price 1a.size 4 $45.00 $42.90 $45.99 1b.size 6 $45.00 $42.90 $45.99 1c.size 8 $45.00 $42.90 $45.99 1d.size 10 $45.00 $42.90 $45.99 1e.size 12 $45.00 $42.90 $45.99 1f.size 14 $45.00 $42.90 $45.99 1g.size 16 $45.00 $42.90 $45.99 1h.size 20 $45.00 $47.19 $47.99 1i.size 22 $45.00 $47.19 $47.99 1j.size 24 $45.00 $47.19 $47.99 Item No. 2 Men's Trouser Unit Price Unit Price Unit Price 2a.size 28 $45.00 $42.90 $45.99 2b.size 30 $45.00 $42.90 $45.99 2c.size 32 $45.00 $42.90 $45.99 2d.size 34 $45.00 $42.90 $45.99 2e.size 36 $45.00 $42.90 $45.99 2f.size 38 $45.00 $42.90 $45.99 Bid Item #17-234 Charles B. Webster Detention Center Uniform for Augusta, Georgia - Georgia-Sheriff's Office Bid Date: Tuesday, August 22, 2017 @ 11:00 a.m. Vendors Total Number Specifications Mailed Out: 42 Total Number Specifications Downloaded (Demandstar):3 Total Electronic Notifications (Demandstar):62 Mandatory Pre-Bid Attendance:6 Total Packages Submitted: 3 Total Noncompliant: 1 Attachment "B" E-Verify Number SAVE Form OFFICIAL Perfect Fit 2049 MLK Jr. Blvd Augusta, GA 30901 Uniforms By John, Inc. 511 Broad Street Augusta, GA 30901 Public Safety Outfitters 4268-A Belair Frontage Rd Augusta, GA 30909 Vendors Attachment "B"2g.size 40 $45.00 $42.90 $45.99 2h.size 43 $45.00 $47.19 $45.99 2i.size 46 $45.00 $47.19 $47.99 2j.size 48 $45.00 $47.19 2k.size 50 $45.00 $51.48 $47.99 2l.size 52 $45.00 $51.48 $51.99 2m.size 54 $45.00 $51.48 $51.99 Item No. 3 Men's Trouser: Short Rise Unit Price Unit Price Unit Price 3a.size 32 $45.00 $42.90 $49.99 3b.size 34 $45.00 $42.90 $49.99 3c.size 36 $45.00 $42.90 $49.99 3d.size 38 $45.00 $42.90 $49.99 3e.size 40 $45.00 $42.90 $49.99 Item No. 4 Polo Shirts Unit Price Unit Price Unit Price 4a.size XS $42.00 $39.90 $52.99 4b.size S $42.00 $39.90 $52.99 4c.size M $42.00 $39.90 $52.99 4d.size L $42.00 $39.90 $52.99 4e.size 1 XL $42.00 $39.90 $52.99 4f.size 2 XL $42.00 $47.88 $52.99 4g.size 3 XL $42.00 $47.88 $52.99 4h.size 4 XL $42.00 $55.86 $52.99 4i.size 5 XL $42.00 $59.85 $52.99 4j.size 6 XL $42.00 $59.85 $52.99 The folliowng vendor submitted a statement of "No Bid": Stiches Unlimited The following vendor did not respond: Keeprs / 110 Bathens West Pkwy / Athens, GA 30606 a q) L FA t\ \ \ Fl 2ri dg> o e:JodEo0 300 o(!l- ,a\ dk> 5bpOcB!ootrd-5o -o ooo=o(dl< ,a\ oCdL> 50!Ocd!ootrCE :q, -o ooo=odf,G) .,(o# dt- 1v\a qi>s'{$-) \'-\-/5t \., NCr <)\.!-\oc\r\ \Y \:\.-t \'>s SG ,5o> )- frl raa z X fr ooNI olcoI F-. @NI a.looI\oOt- ooNI c\ooI\o F- ,rs-O '- wN\j)\0{)r \q\ ,'-S+ N -,,() F. (r ilg \i: !\^ .U '$a -{ 1,4 Is$ T 'siJ \T rd7*!, trl fiEaz f-,r aoN<-c..tI NooI\oOF- ooooooNI N@I\oOt-- N$I ..looI r-- Ar|.ru dssd'ct- t- M{ =ftt-\IX \9oN l.\,€\-., ,{ ,\9\ $- Iss-}- \1$ fr.. frlF t-ra,_;>a LiY(Jva=riN ^o9H ,(O \.) 0..r\O.iZFoEr,.E 3m5.'iri cn{ () :ar(Debc,.) ,tB n 0.l\O;F o.r 5-r, .I 9P3,e4. (.)-1rgH ,sd rr ()\O; Fol,r, .ii 9P3;{ jr Y1\J,), J-.1, ,ic :i s-- S.{ J d)e-\-1 ?\J*J. ,"n- PP S J +V.--q- =r..rQ l-t :-v8.JB\v_.< i:, C-.8V+dtr .s-"ot=(- ;* .$rs\ \)<) D'.l'!P-F4ct :\sOt: t)Y-.g\ou tr t "\:-riEt'vJ .j\l't:.5.r9 A\l-5 tFrH Q z Fia I () () oH0. () ()H oo Oi o @ 'o)i)>L "A l-t( +sd .r' -\\'\ \.q- /"\ _0J V -5iYI\u\ q-\ \) -J.:ocI :JC\ Iia z o a'r .\i,JtJ\h -f s\+ --=l ) l_ \" -; 5as v_ 1s .Co.^\dt \I I\Lu \.<F N- dSD v .U,, oc) o o k o oI .gE" oo(9 ci @oo=-tr cDa3-(Fo- =rts G'il ?ee ic;9,li -EEoE fE:xrX E cr u.t;E+9g-O tr aDIIJl. o =JEE t,,o- ^ trf ES1.90 e EEEh grr =EtrE -oo -g G ot(v)(\lI {t Eo =p6 q € F] Iiarlt aiFdI-,(s rpu ) Dl 't.:. Ii '68,=,2 x .I* \ fif I e$$,' c\ ;j lr\ u.-5nt* Od ets \nt\\.\s\si \. * ! 6f;!( *dt-rA) $e\Aq .\)s\ x)s -s{J\ sts d CIst Ao o\,.t e L5o'+ F".d o\)\') A$ HN o\L N a =ra { oo ooL 'troEoI .E E')Loo(9 dooOJ.C TDU'=-( EAd.E ?e E Ei EEb=*E:rrX E cr u.ti6stE tr 'DUI-r. o =JgE C,)O. '-E iL'O -^.90 e€ bFEE,r>oo3:-o oo G ot G1,$l aN *t Eo =po RICHMOND COUNTY SHERIFF,S OFFICE Sheriff Richard Roundtree Law Enforcement Center 400WaltonWay Augusta, GA 30901 Phone: 705.821 . 1 000 Fax: 706.821 .1064 October 30,2017 Geri A. Sams, Procurement Director 535 Telfair St. Room 605 Augusta, Ga. 30901 Ref: Bid ltem l7-z34Charles B. Webster Detention Center Uniform Bid ,-:::i-.1 -..,,." :.. Dear Ms. Sams, Uniforms by f ohn, 511 Broad St. and Perfect Fit,2049 Martin Luther King Blvd. were asked to submit samples of bid items for inspection. Below is a review of the inspection process and a recommendation by the Richmond County Sheriffs Office: Trousers: Both vendors meet specs. on the following items: Fabric, pocket closures, out seam, belt loops, and labels. Perfect Fit fails to meet specs. on the following items: Specification Knife notch front pockets Waistband minimum of L7 f 8" in width Yz" Tru-Grip surface area of 55 gauge rubber for performance, acts to keep shirt tucked in. Hook and eye closure Cargo pockets to be minimum 9" deep Corner flaps cargo pockets mitered corner flaps Two inverted pleats on cargo pockets Pockets to be double stitched Cause for Reiection Not present Less than 1,7 /8" in width Single silicon strip Snap closure Cargo pocket BYz" deep Corner flaps not mitered No pleats No double stitching pockets RICHMOND COUNTY SHERIFF'S OFFICE Sheriff Richard Roundtree Law Enforcement Center 400WaltonWay Augusta, GA 30901 Phone: 706.821 . 1000 Fax: 706.821 .1064 Leg creases front and back to have silicon bead Belt loops to be double stitched Uniforms by lohn meets specifications as stated for Trousers. Polo Shirts: Both vendors meet specs. on the following items: Star embroidery, shoulder seam, and hem Perfect Fit fails to meet specs. on the following items: Specification L00o/o polyester Grey (per sample supplied) Initials "CBWDC" on sleeve (per sample edge for no-curl performance L" rib knit welt hem supplied) Side panel to extend from end of sleeve to Spandex underarm only bottom ofhem Collar to have permanent built-it stays along Button down collars No bead present on leg creases Belt loops not double Stitched Cause for Reiection 94% polyester Color does not match Sizing and continuous stitch unacceptable Rib knit welt hem not Present Uniforms by fohn meets specifications as stated for Polo Shirts. The Sheriffs Office requests that Bid t7-234 be awarded to Uniforms by fohn as the only bidder meeting specifications of bid package. Robert Partain Colonel RP/ilf OFFICIAL /r.9- t4- ,,,,./rrur,i {* Sample Review #17-234 Chalres B. Webster Detention Center Uniform for Augusta, Georgia - Georgia-Sheriff's Office Bid Date: Tuesday, August 22,2017 @ 11:00 a.m. Vendors Perfect Fit 2049 MLK Jr. Blvd Augusta, GA 30901 Uniforms By John 511 Broad St Augusta, GA 30901 Trouser Comments Comments Fab+A4:D20ric YES YES Style: Knife Knotch NO YES Waisteband -Min2L/2"NO YES Closure - Hook and Eye Snap - NO YES Pocket - Knife Knotch NO YES Club Pocket ?-4/2" deep NO YES Side Pocket - 8 1/2" deep NO YES Pocket Closure YES YES Pleated Pockets NO YES Corner Mitered Pocket NO YES Pocket Double Stitch NO YES Outseam - Double Stitch YES YES Crease Silicon Bead NO YES Labels YES YES Belt loop YE5 YES Belt Loop double stitch NO YES Noted that PROSPER Brand FADES YES - history with pants NO Polo Shirts Comments Comments Fabric 94% Polyester - NO 100% Polyster - YES Color Gray color does not match - NO YES lnitials Embrodery Not Acceptable - does not match size - one continous stitch YES Star Embrodery YES YES )rqe ranet - unqerarm in hnflnm Spandex underarm only - NO YES Collar Button Down - NO YES Back No - Semi Circle Patch YES Welt hem sleeve NO YES Shoulder Seam YES YES Hem YES YES Public Safety Committee Meeting 11/28/2017 1:20 PM Approve purchase of new uniform for Deputies at the Charles B. Webster Detention Center Department:Richmond County Sheriffs Office Presenter:Colonel Robert Partain Caption:Approve a request from the Richmond County Sheriff's Office to purchase uniforms for the deputies at the Charles B. Webster Detention Center from Uniforms by John at a cost of $84,039.60. (Bid Item 17-234) Background:In January/2017 deputies at the Charles B. Webster Dentition Center had requested to have a uniform which was more adaptive to the job function. Presently deputies are issued the RCSO Class A uniform for use at CBWDC. The new uniform would consist of a Polo style shirts and 6-pocket Utility style pants. Specifications were submitted to the Procurement Department and a Request for Bid was solicited for the uniform. (Bid #17-234) Upon review of the submitted bids Uniform By John met all specifications. Analysis:None Financial Impact:The Richmond County Sheriffs office will use funding from it's Assets Forfeiture funds to make the initial purchase of the detention officer uniforms at a total cost of $84,039.60. Alternatives:None Recommendation:Approve the purchase of the uniforms for the detention officers at the CBWDC from Uniforms by John (Bid# 17-234) at a cost of $84,039.60. Funds are Available in the Following Accounts: Funds are available in account #211032511-5311410 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Public Safety Committee Meeting Commission Chamber - llll4l20l7 ATTENDANCE: Present: Hons. D. Williams, Chairman; Smith, Vice Chairman; Jefferson and Sias, members. Absent: Hon. Hardie Davis, Jr., Mayor. PUBLIC SAF'ETY 1. Motion to approve the Agreement with Georgia Emergency Management & Item Homeland Security Agency and approve acceptance of the grant award in the Action: amount of $20,000.00 (Grant No. SHOIT-012) and authoize the Mayor to Approved execute all required documents. Motions Motion Type Approve Motions Motion Type Approve Motion Text Motion to approve. Motion Passes 4-0. Seconded By Motion Result Motion Text Made By Motion toapprove. Commissioner Motion Passes Andrew Jefferson seconded By ffiXii Commissioner Sammie Sias rasses 4-0. 2. Approve acceptance of the award of a State grant for the Richmond County DUI Item Court to fund a part-time contractor to work as a laboratory technician in the Action: court's DUI and Drug Court drug testing laboratory. Approved Made By Commissioner Andrew Jefferson Commissioner^ PassesJammle Jlas 3. Motion to approve the minutes of the Public Safety Committee held on October Item 31,2017. Action: Approved Motions X:j]"tl Morion Texr Made By seconded By Motion f YPe '''--- -r vvlv'svs sJ ReSUlt Motion to Aoorove llprove. Commissioner Commissionerr rvvrv vv Motion Passes Andrew Jefferson Sammie Sias Passes 4_0. www.auqustaga.qov Public Safety Committee Meeting 11/28/2017 1:20 PM Minutes Department:Clerk of Commission Presenter: Caption:Motion to approve the minutes of the Public Safety Committee held on November 14, 2017. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Page 1 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. (“PICTOMETRY”) AND AUGUSTA, GA (“CUSTOMER”) 1. This order form (“Order Form”), in combination with the contract components listed below: Section A: Product Descriptions, Prices and Payment Terms Section B: License Terms: • Delivered Content Terms and Conditions of Use • Online Services General Terms and Conditions • Software License Agreement Section C: Non-Standard Terms and Conditions Appendix 1: Photogrammetric Product Specifications Exhibit A: Augusta GA Required Contract Clauses (all of which, collectively, constitute this “Agreement”) set forth the entire understanding between Pictometry and Customer with respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or written, relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is issued solely for Customer’s internal administrative purposes and the terms and conditions set forth on any such purchase order shall be of no force or effect as between the parties. 2. In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Augusta GA Required Contract Clauses; Non-Standard Terms and Conditions; Photogrammetric Product Specifications; Product Descriptions, Prices and Payment Terms; License Terms in order as listed above under the heading ‘Section B: License Terms’; and Order Form. 3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 535 Telfair Street Bldg 2000 25 Methodist Hill Drive Augusta, GA 30901 Rochester, NY 14623 Attn: Michele Pearman, GIS Manager Attn: Contract Administration Phone: (706) 821-2843 Phone: (585) 486-0093 Fax: (585) 486-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party’s then-current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under this Agreement. 5. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this Agreement. 7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. Page 2 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 8. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. 9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, weather, floods, accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel, energy, supplies, labor or materials. In the event of any such delay, Pictometry may defer performance for a period of time reasonably related to the time and nature of the cause of the delay. 10. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement. This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” PARTIES: CUSTOMER PICTOMETRY AUGUSTA, GA PICTOMETRY INTERNATIONAL CORP. (entity type) a Delaware corporation SIGNATURE: \s1\ SIGNATURE: \s4\ NAME: \n1\ NAME: \n4\ TITLE: \t1\ TITLE: \cs_4_title\ DATE: \d1\ EXECUTION DATE: \d4\ DATE OF RECEIPT (EFFECTIVE DATE): Page 3 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER # 25 Methodist Hill Drive C1182477 Rochester, NY 14623 BILL TO SHIP TO City of Augusta, GA City of Augusta, GA Michele Pearman, GIS Manager Michele Pearman, GIS Manager 535 Telfair Street Bldg 2000 Augusta, GA 30901 535 Telfair Street Bldg 2000 Augusta, GA 30901 (706) 821-2843 (706) 821-2843 pearman@augustaga.gov pearman@augustaga.gov CUSTOMER ID SALES REP A116945 nroberso QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT 320 AccuPLUS 3in - CUSTOMER DTM - Per Sector Product includes: 3-inch GSD AccuPlus ortho mosaic tiles (GeoTIFF format), 3-inch GSD oblique frame images (4-way), 3-inch GSD orthogonal frame images, 3- inch GSD area-wide ortho mosaic (ECW format), 1-meter GSD ortho mosaic sector tiles and one area-wide 1-meter GSD mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line: 0.34 feet/pixel. Ortho-mosaic accuracy: 0.75 ft. RMSE (X or Y); 1.84 ft NSSDA 95%; meets or exceeds ASPRS Class 1 (1990) at 1"=100'; NMAS Class 1 at 1"=50'. Pricing discounted to reflect use of customer- provided DTM to support ortho-rectification (subject to Pictometry testing and validation). Refer to attached terms and conditions. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $645.00 $206,400.00 320 IMAGERY - COMMUNITY - 4-way (C5) (9in) - Per Sector Product includes 9-inch GSD oblique frame images (4- way), 9-inch GSD orthogonal frame images, 1-meter GSD ortho mosaic sector tiles and one area-wide 1-meter GSD mosaic (ECW format). Orthogonal GSD: 0.75 feet/pixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.74 feet/pixel, Middle Line: 0.85 feet/pixel, Back Line: 1.00 feet/pixel. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $75.00 $24,000.00 4 FutureView Adv Training Full conference registration to advanced training designed to maximize deployment. Includes airfare, hotel room for up to three nights, event registration, and round-trip airfare up to $500. Customer will be provided with discount code to complete FutureView registration. (Air Travel Restrictions - 30 day advance purchase for airfare, per person round trip airfare at standard coach class rates through Pictometry's travel provider only.) Must be redeemed within three years of agreement execution date. Applicable Terms and Conditions: Order Form $2,499.00 $9,996.00 1 Pictometry Connect - CA - 100 Pictometry Connect - CA - 100 (Custom Access) provides up to 100 concurrent authorized users the ability to login and access the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web- based, server-based or desktop integration. The default deployment is through web-based Pictometry Connect. Term commences on date of activation. License Term: 2 Years Applicable Terms and Conditions: Online Services General Terms and Conditions;Software License Agreement $6,600.00 $6,600.00 320 Tiles - Standard (9in GSD; JPG format) Per Sector Available with corresponding 9" GSD imagery purchase. 9-inch GSD Mosaic Tiles in JPG Format. Tiles are provided "as is." Refer to Product Parameters for additional details. $10.00 $3,200.00 Page 4 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use 1 IMAGE Library Compression - Imagery Each Additional 50,000 Compression price is per 50k image increment. Licensee must provide Pictometry with compression ratio within 30 days of related imagery delivery. If ratio not provided, Pictometry will utilize a default value. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $2,500.00 $2,500.00 1 AccuPLUS Project Fee - CUSTOMER LIDAR AccuPLUS project fee for projects with customer- supplied DTM Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $2,500.00 $1,250.00 (50%) $1,250.00 320 Mosaic - Area Wide (9in GSD; MrSID format; individual) Per Sector Available with purchase of corresponding tile product. New processing or re-processing to MrSID of individual tiles of 9-inch GSD imagery. Tiles are provided "as is." Refer to Product Parameters for additional details. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $0.50 $160.00 1 Electronic Field Study (EFS) One copy of Electronic Field Study software, latest version. Applicable Terms and Conditions: Software License Agreement $0.00 $0.00 2 Media Drive Capacity 931G - Drive Model 1T - EXTPOWER External USB 2.0 / eSATA Externally Powered. Delivery media prices include copying a complete image library onto media. Sub-warehousing sold separately. Applicable Terms and Conditions: Order Form $199.00 $0.00 (100%) $0.00 1 RapidAccess - Disaster Response Program RapidAccess - Disaster Response Program is an emergency response program offering flights after an emergency or disaster. Refer to the attached detailed description of the Disaster Response Program. Applicable Terms and Conditions: Order Form $0.00 $0.00 1 AccuPlus Imagery Bundle with Three (3) Years of EFS Maintenance & Support Includes digital copy of the Licensed Documentation for the License Software, two (2) End User Training Sessions, one (1) Advanced User Technical Training, one (1) Administration / IT Training Session, fifteen (15) hours of telephone support, one copy of Pictometry Electronic Field Study (EFS) software, latest version, on the storage media specified herein, and access to download updated versions of the EFS Licensed Software for a period of three years from the initial date of shipment of the EFS software, along with a copy of the updated documentation. Applicable Terms and Conditions: Software License Agreement $0.00 $0.00 81,017 ChangeFinder - Change Detection and Building Outlines; Digital Parcel File Provided Building outlines are created from the most-nadir single- frame orthogonal image in a specified newer Pictometry imagery source and classified relative to a specified older imagery source. EagleView delivers digital building outlines from the newer imagery source and their classification attributes in shapefile and geodatabase formats. Coverage includes only locations specified in a single, customer-provided digital parcel shapefile. Parcels in the specified locations must be generally contiguous. All Pictometry imagery to be used must be licensed or owned by the customer. Final invoiced amount will be adjusted for the actual quantity of records in the parcel file used for production. Use of older non- Pictometry-sourced imagery requires acceptance in advance. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $0.68 $55,091.56 81,017 ChangeFinder - PoolFinder Service The locations of swimming pools are identified and categroized as "in-ground", "above-ground" or "undetermined." EagleView delivers digital point locations of visible pools and their attributes in shapefile and geodatabase formats. This product is available only in combination with a Change Detection or Change Detection and Buidling Outline product. Final invoiced quantity is the same as for the Change Detection product. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $0.08 $6,481.36 Page 5 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT 1 ChangeFinder - Project Fee This is a flat fee per project. One project set-up fee is required for each Change Detection, Change Detection and Building Outlines, or Building Outline line item in the order. Applicable Terms and Conditions: Order Form $1,000.00 $1,000.00 1 Pictometry CONNECTAssessment Pictometry CONNECTAssessment allows a user the ability to log in and access Pictometry ChangeFinder data and Pictometry-hosted imagery libraries, which have been licensed to the Customer and specified elsewhere in this Agreement, via a web-based application. The number of concurrent authorized users is specified in Customer’s existing Connect agreement. Access runs concurrent with last activation (and scheduled expiration) of the Customer’s existing Connect account. This offering requires an active Pictometry CONNECT account. Applicable Terms and Conditions: Online Services General Terms and Conditions $5,000.00 $0.00 (100%) $0.00 Thank you for choosing Pictometry as your service provider. TOTAL $316,678.92 1Amount per product = ((1-Discount %) * Qty * List Price) FEES; PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement (“Fees”) are expressed in United States dollars and do not include any duties, taxes (including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or handling fees, all of which are in addition to the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In addition, Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts due under this Agreement including, but not limited to, attorneys' fees and court costs. Due at Signing $26,389.91 Due at Initial Shipment of Imagery $79,169.73 Due at First Anniversary of Shipment of Imagery $105,559.64 Due at Second Anniversary of Shipment of Imagery $105,559.64 Total Payments $316,678.92 PRODUCT PARAMETERS ACCUPLUS IMAGERY Product: AccuPLUS 3in - CUSTOMER DTM - Per Sector Elevation Source: Customer Provided - New – LiDAR Coverage Area Format: Shapefile Leaf: Leaf Off: Less than 30% leaf cover IMAGERY Product: IMAGERY - COMMUNITY - 4-way (C5) (9in) - Per Sector Elevation Source: Public Avail - NED/USGS/GeoBase Leaf: Leaf Off: Less than 30% leaf cover STANDARD ORTHO MOSAIC PRODUCTS Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital elevation data with individual Pictometry ortho frames to create large-area mosaics on an extremely cost-effective basis. Because these products are produced through automated processes, rather than more expensive manual review and hand-touched corrective processes, there may be inherent artifacts in some of the resulting mosaics. While Pictometry works to minimize such artifacts, the Pictometry standard ortho mosaic products are provided on an 'AS IS' basis with respect to visible cutlines along mosaic seams resulting from the following types of artifacts: i. Disconnects in non-elevated surfaces generally caused by inaccurate elevation data; ii. Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being represented in the elevation data; iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data; iv. Seasonal variations caused by images taken at different times during a season, or during different seasons; v. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast, morning light, afternoon light, etc.) within one flight day or during different flight days; vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures; vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances (GSDs); and viii. Water body color variations caused by multiple individual frames being used to create a mosaic across a body of water (e.g., lakes, ponds, rivers, etc.). Other Pictometry products may be available that are less prone to such artifacts than the Pictometry standard ortho mosaic products. Page 6 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 CHANGEFINDER Product: ChangeFinder - Change Detection and Building Outlines; Digital Parcel File Provided Data Source – Base: Pictometry Imagery Data Source Year – Base: 2014 Data Source – Comparison: Pictometry Imagery Data Source Year – Comparison: 2017 Deck Identification: Marked with a Point Regional Status Report Requested: Parameter Changes Prior to commencement of production, Customer may make changes to these product parameters by providing Pictometry with written authorization (email being acceptable). Product: ChangeFinder - PoolFinder Service Data Source – Base: Pictometry Imagery Data Source Year – Base: 2014 Data Source – Comparison: Pictometry Imagery Data Source Year – Comparison: 2017 Deck Identification: Marked with a Point Regional Status Report Requested: Parameter Changes Prior to commencement of production, Customer may make changes to these product parameters by providing Pictometry with written authorization (email being acceptable). CONNECT Product: Pictometry Connect - CA - 100 Admin User Name: Michele Pearman Admin User Email: pearman@augustaga.gov Geofence: GA Richmond RapidAccess—Disaster Response Program (“DRP”) Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Project delivery. Following payment to Pictometry of amounts due with respect to each subsequent Project, Customer will be eligible for the then-current DRP for a period of two years from delivery of such subsequent Project. Customer must be in good-standing with Pictometry to maintain eligibility for DRP. A. Disaster Coverage Imagery at No Additional Charge – Pictometry will, upon request of Customer and at no additional charge, provide standard quality imagery of up to 200 square miles of affected areas (as determined by Pictometry) upon the occurrence of any of the following events during any period Customer is eligible for DRP: Hurricane: areas affected by hurricanes of Category 2 and higher. Tornado: areas affected by tornados rated EF4 and higher. Terrorist: areas affected by damage from terrorist attack. Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale. Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis. B. Discounted Rate – Coverage for areas affected by the events set forth above exceeding 200 square miles will be, subject to Pictometry resource availability, offered to Customer at the then current DRP rates. Also, coverage for areas affected by hurricanes below Category II, tornadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be, subject to Pictometry resource availability, offered to Customer at the then current DRP rates. C. Online Services – Use of Pictometry Connect Explorer™ – Pictometry’s DRP includes the use of Connect Explorer for a term of ninety days from the date of delivery of the DRP imagery. Customer shall have access to the DRP imagery for as long as they maintain an active Connect account. Page 7 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF USE These Pictometry Delivered Content Terms and Conditions of Use (the “Delivered Content Terms and Conditions”), in combination with the corresponding Agreement into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for use within computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms “you” and “your” in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated. 1. DEFINITIONS 1.1 “Authorized Subdivision” means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or substantially within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions. 1.2 “Authorized System” means a workstation or server that meets each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision, (ii) it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control of and may only be used by you or Authorized Subdivisions. 1.3 “Authorized User” means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an Authorized System. 1.4 “Delivered Content” means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in, provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement. 1.5 “Project Participant” means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such requirement for any individual, has entered into a written agreement with Pictometry authorizing such access. 2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 2.1 Subject to the terms and conditions of the Agreement, you are granted nonexclusive, nontransferable, limited rights to: (a) install the Delivered Content on Authorized Systems; (b) permit access and use of the Delivered Content through Authorized Systems by: (i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities of you or Authorized Subdivisions; (ii) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within facilities of you or Authorized Subdivisions; and (iii) individual members of the public, but only through Authorized Users and solely for the purpose of making hard copies or jpg copies of images of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public requesting them. 2.2 You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the Delivered Content Terms and Conditions. 2.3 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium. 2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, either directly or indirectly. 2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry. 2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content. 2.7 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry or its third party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any copies thereof, except the limited use rights granted herein. 3. OBLIGATIONS OF CUSTOMER 3.1 Geographic Data. If available, you agree to provide to Pictometry geographic data in industry standard format (e.g., shape, DBF) including, but not limited to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the Delivered Content. You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided that at no time shall Pictometry claim ownership of that data. 3.2 Notification. You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after you learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content. 3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and Conditions. 3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms and Conditions. 3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of the Project Participants’ planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions. 4. LICENSE DURATION; EFFECT OF TERMINATION 4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry’s right to terminate the license in the event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement by Pictometry, or as otherwise provided in the Agreement. 4.2 Effect of Termination. Upon termination of the license granted to you in the Delivered Content Terms and Conditions, you shall immediately cease all use of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available at the time, and return hard drive/media containing Delivered Content to Pictometry. 5. TRADEMARKS; CONFIDENTIALITY Page 8 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 5.1 Use of Pictometry’s Marks. You agree not to attach any additional trademarks, trade names, logos or designations to any Delivered Content or to any copies of any Delivered Content without prior written approval from Pictometry. You may, however, include an appropriate government seal and your contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree that you will not use any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Delivered Content. Your nonexclusive right to use Pictometry’s trademarks, trade name, logos, and designations are coterminous with the license granted to you in the Delivered Content Terms. 5.2 Confidentiality of Delivered Content. The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and development of which reflect an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and contains substantial trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose inconsistent with the license granted to you in the Delivered Content Terms and Conditions. You agree to use your best efforts to assure that your personnel, and any others afforded access to the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the Delivered Content and each part thereof will be strictly limited. 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES 6.1 Limited Warranties; Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonable efforts to correct any deficiency that precludes use of the Delivered Content in the manner intended. 6.2 Disclaimer of Other Warranties. Except as provided in Section 6.1, above, THE DELIVERED CONTENT IS PROVIDED TO YOU "AS IS" AND “WITH ALL FAULTS.” PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY. 6.3 Limitation of Liability. With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the immediately preceding twenty-four (24) month period. 7. MISCELLANEOUS PROVISIONS 7.1 Restricted Rights. Delivered Content acquired with United States Government funds or intended for use within or for any United States federal agency is provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data- General, including Alternate III, as applicable. 7.2 Governing Law. This License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. ____________________________________________________ [END OF DELIVERED CONTENT TERMS AND CONDITIONS] Page 9 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTION B LICENSE TERMS PICTOMETRY ONLINE SERVICES GENERAL TERMS AND CONDITIONS These Pictometry Online Services General Terms and Conditions (the “General Terms and Conditions”), in combination with the corresponding Pictometry order form, if any, collectively constitute the license agreement (the “License Agreement”) that governs your use of the Pictometry online services (the “Online Services”), the images available in the Online Services, and all associated metadata and data layers included in, provided with, or derived from those images (the “Licensed Content”) provided by Pictometry International Corp. and its affiliated companies (collectively, “Pictometry”). The terms “you” and “your” in uppercase or lowercase shall mean the individual, entity (e.g., corporation, limited liability company, partnership, sole proprietor, etc.) or government agency entering into the License Agreement. 1. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 1.1 You are granted a nonexclusive, nontransferable, limited right to access and use the Online Services and the Licensed Content obtained or derived from the Online Services solely for your internal business purposes and not for resale or redistribution. The rights granted to you include, subject to the restrictions set forth below and on the Order Form, the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and work product records, and the right to make hardcopies of the Licensed Content, provided that the Licensed Content and the permitted copies thereof may not be sold, leased, loaned, distributed, or copied for use by anyone other than you. 1.2 You may not make the Online Services available to any other party. 1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or more databases of that content for use in substitution for subsequent access to the content through the Online Services. 1.4 You may not distribute or otherwise make available any Licensed Content to Google or its affiliates, either directly or indirectly. 1.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry. 1.6 You may not remove, alter or obscure copyright notices or other notices contained in the Licensed Content. 1.7 You may not offer any part of the Online Services or the Licensed Content for commercial resale or commercial redistribution in any medium. 1.8 You may not use the Online Services or the Licensed Content to compete with any businesses of Pictometry. 1.9 You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681. 1.10 You may not access the Online Services via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by Pictometry in writing, use of the Online Services is permitted only via manually conducted, discrete, human-initiated individual search and retrieval activities. 1.11 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and the Licensed Content in all media belong to Pictometry or its third party suppliers. Neither you nor any users of the Online Services or the Licensed Content acquire any proprietary interest in the Online Services, the Licensed Content, or any copies thereof, except the limited use rights granted herein. 2. ACCESS TO SERVICES 2.1 Only you, your employees, and temporary or contract employees dedicated to performing work exclusively for you (each, an “Eligible User” and collectively, the “Eligible Users”) are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each Eligible User to be provided access to the Online Service shall be assigned a unique login/password (“Pictometry Credential”) for purposes of accessing the Online Services. You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry Credentials may not be shared with, or used by, any other person, including other Eligible Users. You will promptly deactivate an Eligible User’s Pictometry Credential in the event the Eligible User no longer meets the eligibility requirements or you otherwise wish to terminate the Eligible User’s access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users, including associated charges, whether by Eligible Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Pictometry Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost, stolen, compromised, or misused. 2.2 The Online Services, the Licensed Content, and features and functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by Pictometry without notice. 2.3 You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US PATRIOT Act. You hereby release, and agree to hold Pictometry harmless from, all claims against Pictometry with respect to such access. 3. DISCLAIMERS 3.1 The Online Services and the Licensed Content are provided for visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying services. 3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences. 3.3 All measurements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 3.4 Contour information obtained from the Online Services or contained in the Licensed Content is generated from undersampled elevation data, is provided for informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses. 3.5 While the Online Services and the Licensed Content may be considered useful supplements for life critical applications, they are not designed or maintained to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability for damages claims and expenses arising from such use. 3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completeness, efficacy, timeliness and adequacy for your intended purpose. 3.7 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences resulting from the use of the Online Services or the Licensed Content. 3.8 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability for damages, claims and expenses arising from or in any way related to the accuracy or availability of the Online Services and the Licensed Content. 3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content, you waive any and all rights you may have against Pictometry, each third party supplier of any portion of the Online Services or the Licensed Content, and each of their directors, officers, members and employees, arising out of use of or reliance upon the Online Services or the Licensed Content. Page 10 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 4. LIMITED WARRANTY 4.1 Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your Eligible Users as authorized expressly by this License Agreement. 4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1, THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. LIMITATION OF LIABILITY 5.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or the Licensed Content, (b) the unavailability or interruption of the Online Services or any features thereof or the Licensed Content, (c) your or an Eligible User’s use of the Online Services or the Licensed Content, (d) the loss or corruption of any data or equipment in connection with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services. 5.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third party supplier of any Licensed Content, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of any Licensed Content or third party alliance entity and their affiliates. 5.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. 5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, THE LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGIBLE USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS THIRD PARTY SUPPLIERS. 5.5 Notwithstanding anything to the contrary in this Section 5: (a) If there is a breach of the warranty in Section 4.1 above, then Pictometry, at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or the Licensed Content, asserted against you by such third party provided: (i) all use of the Online Services and the Licensed Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online Services or the Licensed Content with or into other products, applications, images or data not approved by Pictometry; (iii) you give Pictometry prompt notice of such claim; and (iv) you give Pictometry the right to control and direct the investigation, defense and settlement of such claim. You, at Pictometry’s expense, shall reasonably cooperate with Pictometry in connection with the foregoing. (b) In addition to Section 5.5(a), if the Online Services, the operation thereof or the Licensed Content become, or in the opinion of Pictometry are likely to become, the subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue using the Online Services or the Licensed Content, (ii) replace or modify the Online Services or the Licensed Content so that they become non-infringing; or (iii) terminate the License Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges. (c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein. 6. MISCELLANEOUS 6.1 The terms and conditions of this License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to this License Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Eligible Users but will apply to all similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to Pictometry if any change to the terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section 6.1, written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as provided above, this License Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this License Agreement may not be supplemented, modified or otherwise revised by email exchange, even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated. 6.2 In the event of a breach of this License Agreement by you, any Eligible User or someone using the Pictometry Credential of an Eligible User, Pictometry may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any other legal remedies available to it. 6.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by Pictometry. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25 Methodist Hill Drive, Rochester, New York 14623. 6.4 The failure of you, Pictometry, or any third party supplier of the Online Services or any Licensed Content to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 6.5 Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the prior written consent of Pictometry. Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this License Agreement without Pictometry’s consent shall be void, and shall also void the limited license granted to you by this License Agreement. This License Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns. 6.6 This License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. Unless you are a government entity, in the event that any legal proceedings are commenced with respect to any matter arising under this License Agreement, Page 11 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action shall be in Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable. 6.7 This License Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this License Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this License Agreement. 6.8 Where applicable, each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has the right to assert and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary. 6.9 In the event of a breach of your obligations under this License Agreement or your payment obligations with respect to access to the Online Services or the Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys' fees. 6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations relating to that subject matter. ____________________________________________________ [END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS] Page 12 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTION B LICENSE TERMS PICTOMETRY SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. 1. GENERAL. The software (“Pictometry Software”) and any written materials that accompany the software (“Documentation”) in any media or form are licensed, not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not expressly granted to you in this License. 2. LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non-transferable, terminable, non-sublicenseable, non-exclusive license to install and use the Pictometry Software and the Documentation (collectively, the “Proprietary Materials”) solely for internal use. Use of the functionality provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry. You may make one copy of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is a violation of the rights of Pictometry and its licensors. 3. TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the Proprietary Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials provided to you under this License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of all claims, liens and encumbrances. 4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 6. TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials. 7. MISCELLANEOUS PROVISIONS. A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data-General, including Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal governmental entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications, then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in such applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications. B. Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical information may be subject to United States export control laws. You will not directly or indirectly export or re-export the Pictometry Software in violation of the Export Administration Regulations of the U.S. Department of Commerce. C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws principles. D. Assignment. You may not assign this License without Pictometry’s prior written consent. Any assignment in violation of this License will be null, void and of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-control will be deemed an assignment. E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or unenforceability of any particular provision of this License will not affect its other provisions and this License will be construed in all respects as if the invalid or unenforceable provision were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely. Page 13 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 F. Force Majeure. Neither party will be liable for any costs or damages due to nonperformance under this License arising out of any cause not within the reasonable control of such party and without its fault or negligence. Neither party will be liable for any delay or failure in the performance of its obligations under this License that directly results from any failure of the other party to perform its obligations as set forth in this License. G. Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this License. No failure on the part of a party to exercise, and no delay in exercising any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of this License or the rights or obligations of any party hereunder. H. Entire Agreement; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Pictometry. There are no representations, warranties, or obligations of any party not expressly contained herein. The headings in this License are for convenience only. They do not constitute a portion of this License and will not be used in any construction of it. ____________________________________________________ [END OF SOFTWARE LICENSE AGREEMENT] Page 14 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTION C NON-STANDARD TERMS AND CONDITIONS 1. Online Services Eligible Users: Notwithstanding anything in the Online Services General Terms and Conditions incorporated in this Agreement to the contrary, the terms 'Eligible User' and 'Eligible Users' as defined in those Online Services General Terms and Conditions shall, for the purposes of this Agreement, also include each 'Authorized User' as that term is defined in the Delivered Content Terms and Conditions of Use incorporated in this Agreement. 2. Pictometry shall use commercially reasonable efforts to perform image capture in or around December of 2017 weather and air traffic control permitting. 3. The paragraph in Section A, Page 5 under FEES; PAYMENT TERMS is deleted in its entirety and replaced with the following: “All amounts due to Pictometry pursuant to this Agreement ('Fees') are expressed in United States Dollars. Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts under this Agreement including, but not limited to, attorneys' fees and court costs” 4. Pictometry Delivery Content Terms and Conditions of Use: Obligations of Customer Section 3.2 is deleted in entirety and replaced with the following: “You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within thirty (30) days after you learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content.” 5. Pictometry Delivered Content Terms and Conditions of Use Governing Law Section 7.2 is deleted in its entirety and replaced with the following: “7.2 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, excluding its conflicts of law principals.” 6. Pictometry Software License Agreement Governing Law Section 7C is deleted in its entirety and replaced with the following: “C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of Georgia, excluding its conflict of laws principles.” ____________________________________________________ [END OF NON-STANDARD TERMS AND CONDITIONS] Page 15 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 EXHIBIT A – AUGUSTA, GA REQUIRED CONTRACT CLAUSES 1. Georgia Open Records Act: Pictometry acknowledges that this Agreement and certain documentation (collectively “Records”) may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.). Should the CITY reasonably believe that Records, in whole or in part, are non-exempt and are subject to production via a valid, properly submitted request made under the Georgia Open Records Acts, CITY will promptly notify Pictometry of such request prior to producing any of the requested Records. Pictometry explicitly reserves the right to object to any such production and to pursue any and all remedies it has in both law and in equity to prevent the release of such Records. Pictometry may impose a reasonable fee for the production of records pursuant to the Georgia Open Records Acts and the CITY may require such fee to be paid by the requestor as permitted by law. 2. Time of Performance: Pictometry shall use commercially reasonable efforts to complete the services covered under and pursuant to this Agreement as directed by the CITY's Project Administrator by the estimated time frame of project completion as described in Page 10 to the Agreement, Section C, Non Standard Terms and Conditions No. 1 unless earlier terminated as provided herein, or as may be modified by mutual written agreement. Pictometry shall perform the Services, within the term of this Agreement, and in accordance with any schedule of services mutually acceptable to the Parties. . 3. Defective Pricing: To the extent that the pricing provided by Pictometry is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 4. Specified Excuses for Delay or Non-Performance: Pictometry is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, any schedule shall be adjusted. 5. Termination of the Agreement for Default: Failure of Pictometry, which has not been remedied or waived, to perform or otherwise comply with a material condition of the Agreement shall constitute default. The CITY may terminate this Agreement in part or in whole upon written notice to the Pictometry pursuant to this term. 6. Payment Procedures: See Page 5 to Agreement, Section A Fees; Payment Terms. 7. Hold Harmless: See Page 1 to the Order Form, Paragraph 5. 8. Prohibition Against Contingent Fees: Pictometry warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Pictometry for the purpose of securing business and that Pictometry has not received any non-CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 9. Insurance Requirements: Pictometry shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify the CITY against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of Pictometry in performance of the work during the term of this Agreement. Pictometry shall submit the insurance policy to the CITY prior to entering into this Agreement and the CITY’s approval shall be a condition precedent. The CITY will be named as an additional insured with respect to general liability and automobile liability. The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be noncancellable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CITY as co-insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 10. Governing Law and Venue: The law of the State of Georgia shall govern this Agreement between CITY and Pictometry with regard to its interpretation and performance, and any other claims related to this agreement. All claims, disputes and other matters in question between CITY and Pictometry arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Pictometry, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 11. Georgia Prompt Pay Act Not Applicable: The terms of this Agreement supersede any and all provisions of the Georgia Prompt Pay Act. Page 16 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 12. Change Order Acknowledgment: Pictometry acknowledges that this Agreement and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Pictometry is deemed to possess knowledge concerning CITY's ability to assume contractual obligations and the consequences of Pictometry's provision of goods or services to CITY under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that Pictometry may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Pictometry agrees that if it provides goods or services to CITY under a contract that has not received proper legislative authorization or if Pictometry provides goods or services to CITY in excess of the any contractually authorized goods or services, as required by CITY's Charter and Code, CITY may withhold payment for any unauthorized goods or services provided by Pictometry. Pictometry assumes all risk of non-payment for the provision of any unauthorized goods or services to CITY, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to CITY, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all CITY contracts for goods and services, except revenue producing contracts. 13. E-Verify Requirements: All contractors and subcontractors entering into contracts with CITY for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with CITY has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with CITY the contractor will secure from such subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01- .08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to CITY at the time the subcontractor(s) is retained to perform such physical services. 14. Right to Inspect Premises: CITY may, upon written notice to Pictometry’s legal department, inspect the part of the plant, place of business, or work site of Pictometry or any subcontractor of VENDOR or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by CITY. 15. Local Small Business Language: In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Pictometry expressly agrees to collect and maintain all records necessary to for CITY to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to CITY. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, Pictometry is required to provide local small business utilization reports. Pictometry shall report to CITY the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by CITY. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by CITY. Failure to provide such reports within the time period specified by CITY shall entitle CITY to exercise any of the remedies set forth, including but not limited to, withholding payment from Pictometry and/or collecting liquidated damages. Pictometry does not meet requirements of the Local Small Business Opportunity Program for the following reasons: its principal place of business is not in Augusta-Richmond County; and its three (3) year average annual gross receipts exceeds $1.5 million. Page 17 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 APPENDIX 1 PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS AccuPlus® Premium Ortho-Mosaic Product Overview: Seamless ortho-mosaic produced from individual frames and tiled to customer’s preferred tiling scheme. Acquisition: Flight plans will be prepared to capture image frames with nominal 60% forward overlap and nominal 30% sidelap in order to provide sufficient overlap for automatic aerial triangulation and mitigation of building lean in orthophotography produced. Source imagery will be acquired during times of optimal environmental conditions. Imagery will generally be captured when solar altitude is 30 degrees or greater and/or by using the most optimal four-hour window, except where capture season offers significantly longer window. Imagery will be acquired with ground free of snow cover and deciduous vegetation less than 30% of full bloom. Frames with clouds will be rejected and reflown. Any planned deviation from these conditions imposed by capture window constraints will be discussed with client prior to commencement of acquisition. Camera: Pictometry utilizes its USGS certified, custom designed mapping camera incorporating a Kodak sensor and custom designed photogrammetric lenses. The sensor is fully calibrated according to Pictometry’s USGS approved calibration process. Pictometry’s sensor provides a dynamic range of 12 bits per band, RGB (resampled to 8 bits during processing). Ortho-Rectification: Prior to the production of orthophotography, Pictometry will perform automatic aerial triangulation, utilizing the directly observed Exterior Orientations (EOs) and ground control points (GCPs), measured by a licensed surveyor, for the purpose of orienting the individual frames for creation of the final ortho imagery. In addition to the GCPs, sophisticated matching techniques will be employed to automatically create tie points for use in performing a bundle adjustment. Pictometry will utilize best available Digital Terrain Models, combined with the calibrated camera interior orientations, ground control points, and triangulated EOs to rectify the images. When the rectification requires a resampling of the source imagery, a cubic convolution method will be utilized. Mosaic: Global color balancing will be applied to all orthophotos to create homogeneous orthophotos within the project area. Local adjustments of brightness values, color and contrast will be performed if needed. There will be no obvious seam edge between two adjacent orthophotos. Mosaic will be created using automated seamline steering, with manual edits to eliminate feature misalignment caused by seamlines which pass thru features above the elevation surface. Feature alignment across seamlines will be 3 pixels or better. When possible, seamlines will be steered away from elevated features to improve orthophoto quality. Once the mosaic has been produced, the imagery will be tiled and named according to the customer provided (or Pictometry generated) schema for delivery. Page 18 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 SECTOR MAP(S) Page 19 of 19 Augusta, GA – C1182477 2017-05-09 DD-0001-20160318 Public Safety Committee Meeting 11/28/2017 1:20 PM New Digital Orthophotography Collection Department:Information Technology Presenter:Michele Pearman Caption:Approve digital orthophotography and maintenance agreement with Pictometry International to provide new 2017-2018 oblique imagery and related software and product support to Augusta. Background:Augusta currently uses oblique imagery with our Geographic Information System (GIS) maps. An oblique image is a digital aerial photo that is registered to the earth’s surface, taken at an angle in order to permit the viewing of a building (or property) from 5 viewpoints: directly above, north, south, east, and west. Oblique Imagery is useful in that it provides a 360-degree view of a building from 45-degree elevation. It can be used by the fire department to explore the best way to attack a fire, the Sheriff’s Office to determine how to surround a site in a hostage situation or plan a raid, and by Planning and Zoning and the Tax Assessor’s Office to review changes in a property or area over time. The imagery from our previous flyovers has been used by these departments and others for a variety of purposes. Analysis:Pictometry was originally selected to provide oblique orthophotography in 2008. Pictometry subsequently provided images for 2010, 2011 and again in 2014. Pictometry proposes to “fly” the city to gather photography in late 2017 and/or early 2018, with all photography being delivered in early 2018 and then supported for the next two years. In essence, this is simply an extension of an existing agreement with the same company to provide new products and services, updated for 2017. The combination of the multiple years of imagery will provide the Tax Assessor's Office with a valuable tool for determining where appraiser resources can be deployed most effectively to gather property information. Financial Impact:The project cost for the 2017 flight is $316,678.92, which is spread over the three-year contract period. Funds are available in GL#272015710-5424320. Alternatives:N/A Recommendation:Approve revised maintenance agreement with Pictometry International to provide new 2017 oblique imagery and related software and product support to Augusta. Year 1: 2017 Capital Budget $105,559.64 Year 2: 2018 Capital Budget $105,559.64 Year 3: 2019 Capital Budget $105,559.64 Funds are Available in the Following Accounts: The project cost for the 2017 flight is $316,678.92, which is spread over the three-year contract period. Funds are available in GL#272015710-5424320. REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 11/28/2017 1:20 PM Allocate funding ($100,000.00) for RCSO to implement DHS State Homeland Security Grant Program Department:Richmond County Sheriff’s Office (RCSO) Presenter: Caption:Motion to approve the allocation of funding for the Richmond County Sheriff's Office (RCSO) in the amount of $100,000.00 to implement the Department of Homeland (DHS) State Homeland Security Grant Program. Background:In October of 2017 the RCSO was awarded a grant through DHS in the amount of $100,000.00 to enhance the EOD (Bomb disposal) Unit. The grant is administered by the Georgia Emergency Management Agency (GEMA). RCSO will use this funding to purchase specialized equipment used by the bomb technicians to respond to bomb emergencies. Analysis:RCSO will purchase the specialized equipment for the EOD Unit. Financial Impact:This is a 100% reimbursable grant, when expenditures are made, RCSO will submit request for reimbursements to GEMA for payment. Alternatives:None Recommendation:Allocate funding in the amount of $100,000.00 to allow RCSO to implement the DHS Homeland Security Grant Program. Funds are Available in the Following Accounts: NA -100% Reimbursable from grant REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 11/28/2017 1:20 PM Approve acceptance of the award from The Georgia Emergency Management Agency (GEMA) to the RCSO through the State Homeland Security Initiative of $44,000.00 to purchase a K-9 transport vehicle. Department:Approve acceptance of the award from The Georgia Emergency Management Agency (GEMA) to the RCSO through the State Homeland Security Initiative of $44,000.00 to purchase a K-9 transport vehicle Presenter: Caption:Approve acceptance of the award from The Georgia Emergency Management Agency (GEMA) to the RCSO through the State Homeland Security Initiative of $44,000.00 to purchase a K-9 transport vehicle. Background:The Richmond County Sheriff's Office (RCSO) K-9 unit has received an award from the Georgia Emergency Management Agency to replace a vehicle for one of the agency's bomb dogs. GEMA is allotting $44,000.00 to purchase a vehicle and equip the vehicle to transport a bomb dog. Analysis:None Financial Impact:This is a 100% reimbursable grant. Upon purchasing the vehicle, RCSO will submit a reimbursement request to GEMA for the amount. Alternatives:None Recommendation:Approve acceptance of the award in the amount of $44,000.00 from GEMA Funds are Available in the Following Accounts: NA -100% Reimbursable from grant REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 11/28/2017 1:20 PM Providing mandated Cancer Insurance for Firefighters Department:Fire Department Presenter:Chief Christopher E. James Caption:Motion to provide lump sum cancer insurance for firefighters as mandated by HB 146 to be effective January 1, 2018; to approve the funding for the lump sum cancer insurance in the amount of $41,454; and to authorize the Mayor to sign the Georgia Interlocal Risk Management Agency Participation Election Form, Resolution, and Agreement to provide lump sum cancer insurance. Background:House Bill 146 mandates that “on and after January 1, 2018, a legally organized fire department shall provide and maintain sufficient insurance coverage on each member of the fire department who is a firefighter to pay claims for cancer diagnosed after having served 12 consecutive months as a firefighter with such fire department . . .” HB 146 has two components: (1) lump sum coverage; and (2) income replacement coverage. Augusta, Georgia already provides the requirements for the income replacement coverage through its current long-term disability policy with the Standard, which will remain in place. Therefore, Augusta only needs to obtain the lump sum coverage in order to be compliant with HB 146. Augusta obtained three (3) quotes: GMA (underwritten by Hartford Life and Accidental Insurance Company); CHUBB; and the Standard. GMA is the least expensive. Analysis:GMA is an organization already doing business with Augusta, Georgia providing certain coverages to Augusta employees. The cost of providing the required limits as set out in House Bill 146, with GMA is approximately $41,454 per year. This is a mandated requirement and is effective January 1, 2018. Financial Impact:$41,454 (already in the 2018 budget). Alternatives:Deny and self-insure the lump sum cancer insurance. Recommendation:Approve the motion to provide lump sum cancer insurance for firefighters as mandated by HB 146 to be effective January 1, 2018; to approve the funding for the lump sum cancer insurance in the amount of $41,454; and to authorize the Mayor to sign the Georgia Interlocal Risk Management Agency Participation Election Form, Resolution, and Agreement to provide lump sum cancer insurance. Funds are Available in the Following Accounts: 274034110-5121150 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Public Safety Committee Meeting 11/28/2017 1:20 PM 401 Walton Way Department: Presenter:Commissioner Dennis Williams Caption:Report from the Public Safety Committee regarding preservation of the former Joint Law Enforcement Center located at 401 Walton Way. (Requested by Commissioner Dennis Williams) Background:On July 18, 2017 Chief Judge Carl C. Brown, Jr. appeared before the Commission with a request to preserve 401 Walton Way and relocate Juvenile Court into space. The Commission voted to refer this matter to the Public Safety Committee and the Administrator for review and report back their findings. Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: