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Home My WebLink About2019.03.12_Worksession AgendaThis meeting is a work session for Council/Trustee discussion only. There is no opportunity for public comments at work session. PUBLIC NOTICE OF THE JOINT MEETING OF THE OWASSO CITY COUNCIL / OWASSO PUBLIC WORKS AUTHORITY / OWASSO PUBLIC GOLF AUTHORITY Council Chambers, Old Central Building 109 North Birch, Owasso, OK 74055 Regular Meeting Tuesday, March 12, 2019 - 6:00 pm 1. Call to Order Mayor /Chair Chris Kelley 2. Discussion related to Economic Development Department items Chelsea Levo Feary A. Proposed Incentive Policy B. Choose Owasso Website RECEIVED MAR 0 8 2019 City Clerk's Office 3. Discussion relating to Community Development items Brian Dempster A. Annexation OA 19 -01 and Rezoning OZ 19 -01, south of East 76th Street North and east of North 145th East Avenue B. Final Plat - Centennial Park Apartments, 14696 East 88th Place North, south of the Villas at Preston Lakes C. Final Plat - Mingo Crossing, east side of North 971h East Avenue (North Mingo Road, south of East 106th Street North 4. Discussion relating to the annual review of the 5 -year Utility Rate Plan Linda Jones 5. Discussion relating to Owasso Public Works Authority capital project financing Linda Jones / Ben Oglesby with Municipal Finance Services, Inc. 6. Discussion relating to the Multi- Service Agreement between AT&T and the Regional 9 -1 -1 Board Larry White 7. Discussion relating to the evaluation process and employment contracts for the City Manager and City Attorney Michele Dempster B. Discussion relating to Part 3, Alcoholic Beverages, Taxation, and Regulation, and Part 9, Licensing and Business Regulations, Chapter 5, License for the Sale and Serving of Alcohol and 3.2 Beer, of the Owasso Code of Ordinances Julie Lombardi 9. Discussion relating to City Manager items Warren Lehr A. Monthly sales tax report B. Various vehicles to be declared surplus C. Alarm Reduction Program D. City Managers Report Owasso City Council, OPWA & OPGA March 12, 2019 Page 2 10. Discussion relating to the Mayor /Chair Elections Process Mayor /Chair Chris Kelley 11. City Councilor/Trustee comments and inquiries 12. Adjournment Notice of Public Meeting filed in the office of the City Clerk on December 14, 2018, and the Agenda posted at City Hall, 200 South Main Street,. at 6:00 pm on Friday, March 8, 2019. K nn M. Stevens, ity Jerk V J The City of Owasso encourages citizen participation. To request an accommodation due to a disability, contact the City Clerk at least 48 hours prior to the scheduled meeting by phone 918- 376 -1502 or by email to istevens@cifyofowosso.com REAL People • REAL CM1arador • REAL Cpmmunlly TO: The Honorable Mayor and City Council FROM: Chelsea Levo Feary, CEcD Economic Development Director SUBJECT: Economic Development Incentives Policy DATE: March 8, 2019 BACKGROUND: The City of Owasso adopted and began implementing an Economic Development Strategic Plan (EDSP) in February 2018. One of the strategies in the EDSP is to establish incentives guidelines and policy. Incentives can be a highly controversial topic for communities, while incentives only serve to "tip the scale" for a business location decision when all factors are equal among competing communities. Strategic communities utilize incentives as tools to achieve their economic development goals. The importance of this strategy is to thoughtfully consider how incentives will help Owasso advance efforts towards what the community needs to achieve maximizing returns on investments. Staff researched incentives policies, guidelines, applications, and case studies from several economic development resources, organizations, and cities across the United States. The research was reviewed and discussed within an internal staff committee including members from the Economic Development, Community Development, Finance, Public Works, and Managerial Departments. The Incentives Policy and Incentives Guide are a compilation of this work. OWASSO ECONOMIC DEVELOPMENT AUTHORITY: The incentives documents were presented to the Owasso Economic Development Authority (OEDA) during the January 10, 2019, meeting for review and discussion. Incorporating Trustee revisions, the documents were presented a second time during the February 14, 2019, meeting. The OEDA voted to recommend Council consideration to approve the Owasso Economic Development Incentives Policy. ATTACHMENTS: Economic Development Incentives Policy Economic Development Incentives Guide ECONOMIC DEVELOPMENT INCENTIVES POLICY STATEMENT OWASSO CITY COUNCIL CITY OF OWASSO, OKLAHOMA March XX, 2019 SECTION 1 - PURPOSE The purpose of this policy is to regulate the process that applicants follow when applying for economic development incentives from the City of Owasso, as well as to establish the consideration and approval processes for the City. SECTION 2 - FEES A fee will be established with a resolution passed by the Owasso City Council for the Economic Development Incentive application process to afford the time and resources dedicated by the City to the review and consideration of economic development incentives. SECTION 3 - REVIEW AND APPROVAL Economic Development Incentive applications shall be submitted to the Economic Development Department where they will undergo an initial review process at the staff level. Next, applications will be presented, with the Economic Development Department staff's recommendation, to the Owasso Economic Development Authority (OEDA) for their review, discussion, and recommendation. Finally, applications will be,:presented, with the Economic Development Department's recommendation and the OEgA's recommendation, to the Owasso City Council for review, discussion, and final action. Upon:City Council approval of an application and agreed upon incentive award, staff will draft a Performance Agreement to incorporate obligations and terms set by the City Council. SECTION 4 -TARGET INDUSTRIES The City of Owasso's Target Industries are metal manufacturing, aircraft parts, destination and /or research and development (R &D) medical, office /headquarters, and information technology. The identification of Target Industries is not intended to exclude other economic projects. SECTION 5, "BUT -FOR" DETERMINATION The "But -For" Determination is the final test in determining whether to grant incentives to a company that is considering a relocation or expansion outside the community or cannot expand inside the community "but for" the incentive in question. SECTION 6 - DISCLOSURE STATEMENT The City will not consider any incentive unless the applicant submits a full and complete application and provides any additional information as requested by the City. The accuracy of the information provided in the application shall be verified by the City or its designees, which may include third -party consultants or entities with expertise in the field of economic development. Any information provided by the applicant in the course of the application process will be returned to the applicant upon completion of the review process. Any applicant who provides incorrect or incomplete information, or allows their representative to do so, either in the economic incentive agreement application process or the annual compliance review of such an agreement, may cause the application to be declared null and void and shall be required to immediately repay the entire amount of the economic incentive agreement to the City of Owasso upon discovery of the false information. SECTION 7- DUE CONSIDERATION In addition to the policy set forth above, the following provisions should be noted by any applicant /developer seeking economic development financial assistance or technical assistance from the City of Owasso: • The adoption of this policy by the City Council should not be construed to mean that the provision of financial incentives is inherently approved for any applicant and /or project that may be able to comply with the policy as set forth herein. Each project will be approached as an entity to be independently evaluated. • The City reserves the right to amend, modify, or withdraw this policy; revise any requirement of this policy; require additional statements, sworn affidavits or other information from any applicant /developer; negotiate or hold discussions with any applicant /developer /and or project which does not completely conform to this policy as set forth above; waive any nonconformity with this policy; eliminate this policy in whole or in part, and waive any timetables established by ordinance, resolution, or motion if the City deems it is in its best interest to do so. • Submission of an application for economic development assistance that complies with the spirit and intent of this policy does not commit the City to approval of the development /redevelopment project associated with:said application. • The City may exercise the foregoing rights at any time without notice and without liability to any applicant, developer, and /or project or any other party for its expenses incurred in the preparation of an application for economic development assistance. The preparation of any such application and related costs associated with responding to the City in its review of such application shall be the sole responsibility of the applicant /developer. PASSED AND APPROVED this XX day of Month, Year Chris Kelley, Mayor ATTEST: Juliann M. Stevens, City Clerk (SEAL) APPROVED AS TO FORM: Julie Lombardi, City Attorney REAL People • REAL Character • REAL Community ECONOMIC DEVELOPMENT INCENTIVES POLICY GUIDE & STANDARD OPERATING PROCEDURES s� REAL People •REAL Chamemr •REAL Community POLICY GUIDE CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES TABLE OF CONTENTS 1 -4 INTRODUCTION 1 How Incentives Work 1 Why are Incentives Good for Economic Development? 1 Definitions 2 CURRENTLY AVAILABLE GRANTS AND INCENTIVES 3 Federal Incentives 3 State Incentives 3 Local Incent1ves3 3 Workforce Development /Training 4 Tribes 4 STANDARD OPERATING PROCEDURES 5 -10 SMALL BUSINESS PROJECTS 5 STEP 1 - Pre - Application Meeting 5 STEP 2 - Technical Assistance 5 NEW RETAIL PROJECTS 6 STEP 1 - Pre - Application Meeting 6 STEP 2 - Application Submittal 6 STEP 3 - Review and Approval Process 6 Tier 1 Review - Staff Review and Recommendation 6 Tier 2 Review - OEDA Review and Recommendation 6 Tier 3 Review - City Council Review and Final Action 7 Tier 4 Review - Annual Review for Compliance T PRIMARY BUSINESS PROJECTS 8 STEP 1 - Pre - Application Meeting 8 STEP 2 - Application Submittal 8 STEP 3 - Review and Approval Process 9 Tier 1 Review -Staff Review and Recommendation 9 Tier 2 Review - OEDA Review and Recommendation 10 Tier 3 Review - City Council Review and Final Action 10 Tier 4 Review - Annual Review for Compliance t0 APPENDICIES 11 -14 REgL People • REAL CM1aracbr • REAL Communlly CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES POLICY GUIDE Economic development incentives are inducements - often in the form of financing, but sometimes in the form of services - meant to persuade companies to build new structures, purchase equipment, design new products, enter new markets, and above all, create new jobs in places where they would not have otherwise. Economic incentives play an important role for localities in developing their position for capital investment and job creation. Economic incentives are components of a government's toolkit designed to address various business needs in a competitive environment through job creation, job retention, and capital investment. How Incentives Work: Incentive programs must be designed to ensure a return on investment for a community and reflect local and regional economic objectives. From a business perspective, a company must assess the value of an incentive by analyzing the potential cost of locating or expanding at a particular site. When incentives include job training, grants, loans, and tax credits, costs in capital and operation are affected. The government's responsibility is to understand how far businesses will go to take advantage of incentives because the incentive must go to the applicant who maximizes its full potential. In order to ensure an incentive is a good economic investment and contributes to the productive potential, a thorough assessment, screening process, expected job creation, and program evaluation will be conducted, analyzed, and reviewed. The role of the public sector is to invest in ventures or projects where the economic and social benefits outweigh the risk of financing. The public sector should not supplant private sector financing. Why are Incentives Good for Economic Development? Incentives expand local employment opportunities and provide a competitive edge toward business attraction and expansion in locations that otherwise wouldn't be competitive. Employment expansion, personal income expansion, community income expansion and business revenues /sales expansions are the benefits from incentives within local economies. Once a new business facility has located and become operational, money will be spent directly on certain items, including: • Payroll • Service contracts with local vendors • Local purchases of supplies and equipment These expenditures set in motion a series of spending flows that affect many areas of a local economy. In this cycle, employees of local businesses begin to earn salaries and wages that will be spent on local goods and services from other businesses. The ripple effects of the activity are classified in three different areas: • Direct effects - Initial changes in employment, income, or output that trigger the first round of spending (i.e. the value of a firm's initial change in payroll or production) • Indirect effects - Changes in employment, income, or output in subsequent rounds of re- spending that arise through purchase from local supplier industries (inter- industry purchases) 1IPage Sd CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES HEAL People•REAL Chamcte,•REAL Community POLICY GUIDE • Induced effects - When payrolls increase and workers in affected industry sectors spend more on local goods and services (household spending effect) Definitions: Economic Development Incentive - Economic development incentives are inducements - often in the form of financing, but sometimes in the form of services - meant to assist companies to build new or expand existing structures, purchase equipment, design new products, enter new markets, and above all, create new jobs in places where they would not have otherwise. Small Business Project - A Small Business Project involves a business that has fewer than 25 employees. New Retail Project - A New Retail Project contains a retailer or group of retailers who will offer a product and /or good (subject to sales tax) that is unique to the market and which is not otherwise available for purchase at a retail business physically located in the City. A New Retailer is expected to attract new sales dollars or retain sales tax dollars that may otherwise go to nearby city or metropolitan area. Primary Business Project - A Primary Business Project is an economic development project that increases employment in an industry thereby increasing the dollars circulating in the local economy, which increases the demand for the products and services provided by retail and service industries. Technical Assistance - This is an alternative incentive offering counseling and networking guidance that addresses the specific needs of businesses. It includes, but is not limited to, aid with preparing business plans, navigating the extensive lists of available grant and incentive programs, grant applications, training staff, applying for loans, market research, connectivity, marketing the product, site selection, workforce development assistance. Technical assistance may also take the form of connecting a small business to state and federal resources and programs. Technical assistance is generally aimed at providing specific services that small businesses typically cannot afford. This is a means of providing customized business assistance or research separate from purely financial incentives. Workforce Development = Workforce development is the range of activities, policies, and programs used to "create, sustain, and retain a viable workforce" that can support current and future business and industry across a state, region, or municipality. This may include education and training, job matching, and employer engagement. It also involves the coordination of public- and private- sector efforts, providing individuals with career opportunities and supporting business and industry workforce needs. 2 j Page S, CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES PEAL PeoDle•REAL CM1amcmr•REAL Canmunlly POLICY GUIDE CURRENTLY AVAILABLE GRANTS AND INCENTIVES Federal Incentives The federal government provides a number of significant sources for financing economic development activities. Sources of financing include: • The Small Business Administration (SBA) www.sba.aov • The Economic Development Administration (EDA) www.eda.aov • The United States Department of Housing and Urban Development (HUD) www.hud.gov • The Unites States Department of Agriculture (USDA) www.usda:aov • The Export -Import Bank of the Unites States www.exim.aov • Various other Unites States government agencies Opportunity Zone - Federal Opportunity Zones are a new community development program intended to spur investment in impoverished and economically distressed areas. This is a federal incentive that benefits local and state investors. By investing in an Opportunity Zone, through a qualifying Opportunity Fund, investors can defer and /or reduce. their federal capital gains tax liability. If an investor's capital is left in a qualifying fund for 5 years, the investor will defer their federal capital gains taxes. In the fifth year the investor can reduce their capital gains tax. There is an additional reduction in year 7. If they leave the money in the fund for 10 years, then any appreciation in the asset from the time they invest through 10 years is not subject to any additional capital gains tax. This deferral and /or reduction on federal capital gains taxes will improve return on investment and also direct capital to areas that need investment. See Appendix B for a map of the existing Opportunity Zone in Owasso. State Incentives (See Appendix for a full list of all incentives offered by the State of Oklahoma) Enterprise Zone - Enterprise Zones are designated by the Oklahoma Department of Commerce and identified on a list of eligible counties, cities, and census tracts. Enterprise Zones can be designated in disadvantaged counties, cities, or portions of cities. Businesses located in an Enterprise Zone are eligible to receive double the Investment /New Jobs Tax Credit. Additionally, companies obtaining ad valorem exemptions from local taxing entities could be exempted for up to 6 years, rather than 5. See Appendix C for a map of the existing Enterprise Zone in Owasso. Local Incentives Technical Assistance - This is an alternative incentive offering counseling and networking guidance that addresses the specific needs of businesses. Technical assistance is generally aimed at providing specific services that small businesses typically cannot afford. This is a means of providing customized business assistance or research separate from purely financial incentives. Technical assistance from the Economic Development Department may take the form of connecting a small business to various resources which could provide assistance in: • Improving the design of its product or manufacturing process • Preparing business plans • Navigating the extensive lists of available grant and incentive programs • Completing grant applications • Training staff • Applying for loans • Market research • Connectivity • Marketing the product 31 Page s REAL DooDle •REAL Character •REAL Community • Site selection • Workforce development assistance. CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES POLICY GUIDE Tax Increment Financing District (TIF) - The Owasso Redbud District Project Plan is a project plan as defined under the Oklahoma Local Development Act. The project is being undertaken by the City of Owasso, Oklahoma to develop the area surrounding Main Street, known as the Redbud District, achieve the City's development objectives, improve the quality of life for its citizens, stimulate private investment, and enhance the tax base. At the heart of this project is the creation of the Redbud District as a special and unique place within Owasso, a place to live, work, shop, and play. Beginning with the Downtown Master Plan in 2001, the City has prioritized the revival of its Main Street and surrounding area. Since that time, through several planning documents, including approval of the Downtown Overlay District promoting smart development in the area, and robust branding, the Redbud District is ripe for its transformation. The City, through this Project Plan, is continuing its effort to revive its downtown and make the Redbud District a destination area for residents and visitors. The effort to create such a place requires public assistance to stimulate private development. An increment. district provides funding for public sector costs to stimulate private development and provide improvements to and beautification of the area to create the dense, high - quality development that the City contemplates. The project will be financed from a combination of public and private sources, including apportionment of ad valorem and sales tax increments from Increment District No. 1, City of Owasso. Workforce Development/Training Workforce development is the range of activities, policies, and programs used to "create, sustain, and retain a viable workforce" that can support current and future business and industry across a state, region, or municipality. This may include education and training, job matching, and employer engagement. It also involves the coordination of public and private sector efforts, providing individuals with career opportunities and supporting business and industry workforce needs. Tribes Owasso is located in the Cherokee Nation. The Cherokee Nation is a valuable partner in economic development. The Cherokee Nation Small Business Assistance Center (SBAC) supports Indian -owned businesses by providing, access to capital for new business start-ups and business expansion projects. The Cherokee Nation Economic Development Authority lends to businesses and individuals located within the contiguous 14 counties of the Cherokee Nation. For more information and assistance with any of the sources listed above, please contact the Owasso Economic Development Department at (918) 376 -1518 or info@chooseowasso.com. 41 Page REAL People • REAL CMrecter • 0.EAL Community CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES STANDARD OPERATING PROCEDURES SMALL BUSINESS PROJECTS A Small Business Project involves a business that has fewer than 25 employees. These types of businesses are typically not eligible for a monetary economic development incentive from the City, but the City has several other services, including Technical Assistance, that it can offer to Small Businesses. STEP 1 - Pre - Application Meeting A pre- application meeting will be held with the Economic Development Department staff to determine if a business qualifies as a Small Business Project. STEP 2 - Technical Assistance Economic Development Department staff determine the most effective and appropriate Technical Assistance for the Small Business Project. For more information on what Technical Assistance encompasses, please refer to the section "Currently Available Grants and Incentives" in this guide. 51 Page s� REAL People • PEAL Chemcmr •REAL Commonly CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES STANDARD OPERATING PROCEDURES NEW RETAIL PROJECTS A New Retail Project is a development that contains a retailer or group of retailers who will offer a product and /or good (subject to sales tax) that is unique to the market and which is not otherwise available for purchase at a retail business physically located in the City. A New Retailer is expected to attract new sales dollars or retain sales tax dollars that may otherwise go to nearby city or metropolitan area. Each New Retailer must have a minimum of $5 million in annual sales (subject to sales tax).. STEP 1 - Pre - Application Meetina A pre - application meeting will be held with the Economic Development staff to determine if a project qualifies as a New Retail Project. STEP 2 - Application Submittal In addition to a non - refundable application fee, all New Retail Project applicants shall provide a Trade Area Analysis may include the following: • Zip Code Analysis • Market Analysis • Feasibility Study • Traffic Study • Any other relevant information that will allow the City to make an informed decision STEP 3 - Review and Approval Process Tier I Review - Staff Review and Recommendation All New Retail Projects shall be evaluated using a Retail Impact Analysis, a Credit Analysis, and a City Fiscal Impact Analysis, all to be conducted by City staff. A City Fiscal Impact Analysis considers the following issues regarding the project in order to prove that the public benefits to the City will be positive within a projected time frame: • Cost of the incentive (including labor costs of City staff) • Cost of City services such as Police and Fire • Wear and Tear on City streets and roads • Increased burden on water, sewer, and storm systems • Estimated "Transfer losses" from existing merchants New Retail Projects are also evaluated using the Trade Area Analysis provided by the applicant. The expected capital investment and additional sales tax accumulation will also be taken into consideration. Once the application has been evaluated and staff has conducted all aforementioned analyses, staff will establish a recommendation that will be given to the Owasso Economic Development Authority and the City Council, along with all application and analysis materials, for their review and recommendation or final action. Tier 2 Review - OEDA Review and Recommendation All application materials and analyses conducted by City staff, as well as the recommendation of City staff, are presented to the Owasso Economic Development Authority (OEDA) for its review, discussion, and recommendation. 6 l Page sa CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES REAL people•REAL Character- REAL COmmunily STANDARD OPERATING PROCEDURES Tier 3 Review - City Council Review and Final Action All application materials, analyses conducted by City staff, City staff recommendation, as well as the recommendation of the OEDA, are presented to the City Council for its review, discussion, and final action. Upon City Council approval of an application and agreed upon incentive award, staff will draft a Performance Agreement to incorporate obligations and terms. Tier 4 Review - Annual Performance Review for Compliance City staff may conduct an annual Performance Evaluation for each Agreement, as well as a Fiscal Impact Analysis for recording and tracking purposes. 71 Page sd REAL People • ftEAL CM1arachr •REAL Community CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES STANDARD OPERATING PROCEDURES PRIMARY BUSINESS PROJECTS A Primary Business Project is an economic development project that increases employment in an industry thereby increasing the dollars circulating in the local economy, which increases the demand for the products and services provided by retail and service industries. Owasso's Target Industry Clusters are metal manufacturing, aircraft parts, destination and /or research and development (R &D) medical, office /headquarters, and information technology. The Target Industries are not intended to exclude other primary business projects. The City of Owasso will assess all primary business project applicants to determine whether the projects will generate the desired jobs and economic impact for the community. STEP 1 - Pre - Application Meetina A pre - application meeting will be held with the Economic: Development staff to determine if a project qualifies as a Primary Business Project. STEP 2 - Application Submittal In addition to a non - refundable application fee, all Primary Business Project applicants shall submit a written Application Statement. All information provided by the applicant will be returned to the applicant upon completion of the review process. The Application Statement may include the following information: 1. A comprehensive description of the applicant listing of all officers, directors, members, and key personnel that control 20% or more of the shares or other controlling interest. 2. A comprehensive description of the products and services of the applicant and /or project. 3. A Business Plan with comprehensive financial projections for not less than three successive years. 4. Three years of corporate tax returns and financial statements, if available. 5. A detailed and well- articulated request of desired incentives including the amount requested and duration. 6. A statement describing all direct and indirect benefits to the City for providing incentives which shall include, but not be limited to: • Estimated taxes paid (all) • Purchases from local vendors • Utilizing local contractors • Hiring from the City workforce • Congruity with the goals of this Policy • Skills and technology advancement • Expanded infrastructure capacity 7. If applicable, precise location of the site to be developed accompanied by legal description, Assessor's parcel number, and a preliminary title report with all easements plotted. 8. If applicable, a copy of the Grant Deed or similar document showing ownership vested in the applicant or business requesting assistance. CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES REAL People•REAL Lhe...... EAL CpmmunRy STANDARD OPERATING PROCEDURES 9. If leased, a copy of the fully- executed lease along with any specific rules, use, or occupancy restrictions. 10. If applicable, a preliminary Site Plan in sufficient detail to evaluate appropriateness with City land use standards and zoning. 11. If applicable, conceptual Building Plans with elevations (front, side, and rear). 12. For speculative industrial development projects, a preliminary Master Plan in sufficient detail to conduct an Economic Impact Analysis (EIA) and determine marketability, absorption period, and viability of proposed financing structure. 13. Infrastructure needs /requirement estimate or value of improvements to be made by project that represent excess capacity that will support future development. 14. Total project costs. 15. Construction schedule, and if phased, a phasing plan. 16. Estimated annual revenues. 17. If applicable, current assessed valuation of the property and any improvements. 18. Estimated post - development value of the property, equipment, and all other improvements (Cap Rate). 19. Estimated annual sales, composition (taxable vs. non - taxable) and whether goods and services primarily serve local or out -of- city /state consumers and businesses. 20. Estimated number of jobs created or retained by development, average wage per job, specific job classifications and minimum qualifications. 21. Listing of incentives provided by other agencies, or jurisdictions, regardless of whether they are tax or financial and whether they are committed and any security instruments or covenants that could impact >the City's incentive evaluation. 22. Any additional information.` requested from staff for an Economic Impact Analysis, a Credit Analysis, and a City Fiscal Impact Analysis. 23. Any other information deemed necessary by the City to substantiate the incentive . request. STEP 3 - Review and Approval Process Tier 1 Review - Staff Review and Recommendation All Primary Business Project applications will be evaluated by City staff using a Point System Evaluation, a review of the Application Statement, and a City Fiscal Impact Analysis. A City Fiscal Impact Analysis considers the following issues regarding the project in order to identify that the public benefits to the City will be positive within a projected time frame: • Cost of the incentive (including labor costs of City staff) • Cost of City services such as Police and Fire • Wear and Tear on City streets and roads Increased burden on water, sewer, and storm systems • Estimated "Transfer losses" from existing merchants 9 1 Page CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES REAL PeoPe •REAL Cie...... REALCOmmuniry STANDARD OPERATING PROCEDURES Each applicant /project will be assigned a numerical score based on capital investment, wage level of new jobs, number of jobs, and type of industry. The numerical score will be used in the evaluation to establish the amount and terms of the potential incentive award. Once the Point System Evaluation and the City Fiscal Impact Analysis are complete, City staff will establish a recommendation that will be given to the Owasso Economic Development Authority and the City Council, along with all application and analysis materials, for their review and recommendation or final action. Tier 2 Review- OEDA Review and Recommendation Application materials and analyses conducted by City staff, as well as the recommendation of City staff, are presented to the Owasso Economic Development Authority (OEDA) for its review, discussion, and recommendation. Tier 3 Review - City Council Review and Final Action Application materials, analyses conducted by City staff, City staff recommendation, as well as the recommendation of the OEDA, are presented to the City Council for its review, discussion, and final action. Upon City Council approval of an application and agreed upon incentive award, staff will draft a Performance Agreement to incorporate obligations and terms. Tier 4 Review - Annual Review for Compliance City staff may conduct an annual Performance Evaluation for each Agreement, as well as a Fiscal Impact Analysis for recording and tracking purposes. 10 1 Page REAL People • REAL Caere 5.-. Community CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES APPENDIX A - STATE ECONOMIC INCENTIVES The Oklahoma Quality Jobs Program The 21st Century Quality Jobs Program Oklahoma Quality Events Program Oklahoma Quick Action Closing Fund Oklahoma Community Economic Development Pooled Finance State Small Business Credit Initiative Ad Valorem Exemption Ad Valorem Exemofion for Warehouse and Distribution FanTifiec Aircraft Manufacturers Exemption License Local Incentive The Investment /New Jobs Income Tax Credit Quality Jobs + Investment Tax Credits Aerospace Industry Engineer Workforce Tax Credit Federal Tax Incentives on Former Indian Reservation Lands Alternative Energy Sources Tax Credits Insurance Premium Tax Credit Clean Burning Fuel Vehicle Credit Clean Burning Fuel Vehicle Infrastructure Credit Ethanol Fuel Retailer Tax Credit Technology Transfer Income Tax Exemption Income Tax Exemption for Interest Paid on Bonds Issued by or on Behalf of Public Agencies Historic Rehabilitation Tox Credit - I The Computer Services and Data Processing Sales at Aircraft Maintenance. Facilities ... Aircraft Repairs and Modifications Aircraft Maintenance or Manufacturing Facility Excise Tax on Aircraft Sales mnn Zones 11 1 Page s� REAL People • REAL CM1erecUr • REAL Lwnmuniry CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES APPENDIX A — STATE ECONOMIC INCENTIVES Oklahoma Finance Authorities Public Trust Financing: Industrial Revenue Bonds General Obligation Limited Tax Bonds (GOLTBs) Tax Increment Financing (TIF) The Oklahoma Local Development and Enterprise Zone Incentive Leverage Act Sales Tax Financing Private Activity Bond Allocation Small Business Linked Deposit Program Small Business Loan Guarantees Technology Partnerships 12E - Innovation to Enterprise Basic and Applied Research and Technology Programs OCAST Commercialization Programs Oklahoma Capital Investment Board Quality Jobs Investment Program Infrastructure Finance Community Development Block Grants (CDBG). Advanced Degree Programs Job Matching and Job Search Assistance Workforce Innovation and Opportunity Act (WIOA) Govemor's Council for Workforce and Economic Development Job Matching and Job Search Assistance Workers' Compensation Insurance Training for Industry Program (TIP) Customized Industry Training Program Industrial Safety Training Program Domestic Corporations Foreign Corporations Domestic Limited Liability Companies (LLCs) Foreign Limited Liability Companies Domestic Limited Partnerships (LPs) Foreign Limited Partnerships Limited Liability Partnerships (LLPs) Business Licenses: Franchise Tax Personal Income Tax Corporate Income Tax General Property (Ad Valorem) Tax Unemployment Compensation Tox Oklahoma Business Activity Tax Workers' Compensation Assessment Retail Sales and Use Tax Corporate State Income Tax 12 1 Page s� REAL PeopN •REAL Chemcfer • 0.EAL Cammuniry CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES APPENDIX B - OWASSO OPPORTUNITY ZONE 13 1 Page s� REAL Peopb •REAL C�eraebr • REAL Communiry CITY OF OWASSO ECONOMIC DEVELOPMENT INCENTIVES APPENDIX C - OWASSO ENTERPRISE ZONE 141 Page sd REAL People •REAL Chataetay •REAL Community TO: The Honorable Mayor and City Council FROM: Morgan M. Pemberton Jurisdiction Assistant City Planner SUBJECT: Annexation (OA 19 -01) & Rezoning (OZ 19 -01) DATE: March 8, 2019 BACKGROUND: The City of Owasso received a request for the annexation and rezoning of a property located south of East 76th Street North and east of North 145th East Avenue. The properly is approximately 20 acres in size, currently undeveloped, and adjacent to the Owasso City limits to the north along the East 76th Street North right -of -way. The subject property is currently zoned RS -20 (Residential Single - Family Medium) under a Planned Unit Development (PUD) in Rogers County. The applicant is requesting that the Owasso zoning category of RS -3 (Residential Single - Family High Density) be applied to the property upon annexation. If this annexation and rezoning request is approved, the PUD that was authorized in Rogers County would become null and void. SURROUNDING ZONING: Direction Zoning Use Land Use Plan Jurisdiction North RS -40 (Residential Single - Family Low Residential Residential Rogers Within PUD? Medium Density) Within Overlay District? No County South AG (Agriculture) Undeveloped Residential Rogers County East AG (Agriculture) Residential Residential Rogers County West AG (Agriculture) Residential Residential Rogers County SUBJECT PROPERTY /PROJECT DATA: Property Size 20 acres +/- Current Jurisdiction Rogers County Current Zoning PUD /RS -20 Proposed Zoning Residential Subdivision Land Use Master Plan Residential Within PUD? Yes; Rogers County PUD Within Overlay District? No Water Provider Rogers County Rural Water District #3 Applicable Paybacks /Fees E 76th St N Interceptor Payback Area - $1,341.00 per acre Storm Siren Fee - $50.00 per acre ANALYSIS: The property is currently zoned under a PUD in Rogers County with an underlying zoning of RS -20, and the applicant is requesting annexation into Owasso's corporate limits. The applicant is also requesting that upon annexation, the property be rezoned from PUD /RS -20 to RS -3. Typically, property that is annexed into Owasso City limits is assigned an AG (Agriculture) zoning designation. However, an applicant can request a rezoning of the property if the requested zoning conforms to the GrOwasso 2030 Land Use Master Plan and proper legal notice is provided. The proposed zoning of RS -3 for the subject property conforms to the Land Use Master Plan, which calls for residential land uses at this location. The property is currently predominantly surrounded by property that is either existing residential land uses or undeveloped tracts. Also, a majority of the nearby properties in the area are identified for future residential land uses in the Master Plan. A residential development on the subject property would be in harmony with the existing and anticipated land uses in the area. Therefore, staff is in support of applying a zoning of RS -3 to the subject property upon annexation. The PUD that was approved in Rogers County for the subject property would become null and void if this annexation and rezoning request is approved. The City of Owasso would provide sanitary sewer, Fire, Police, and EMS services to the subject property at such time as it is developed. Rogers County Rural Water District #3 would provide water service. Any future development on the subject property shall adhere to all subdivision, zoning, and engineering requirements of the City of Owasso. PLANNING COMMISSION: The Owasso Planning Commission will review this item at their meeting on March 11, 2019. ATTACHMENTS: Aerial Map Zoning Map GrOwasso 2030 Land Use Master Plan Map ,L I i Aerial Photo OA 19 -01 & OZ 19 -01 nJ try � - v r, \�y�]� E 76th St N I 12 1 5 N m I Ai e i 7 h i m Jay f fp`_a f t{ fry �a'91 E SUBJECT PROPERTY --J�1 �� '�At fir•. .�� 7 J Li e - l - f y .ILL _. t Zonin-q Map OA 19-01 & OZ 19-01 F7 RS-3 t E 70 Ji ll St N RS-40 .D RS-20 AG F 7411,S,',0 AG AG RS-40 Ste, nj , I RS-40 jy"/ T., i AG AG RS-20 -it z C4/CS RS-3 I SUBJECT PROPERTY I AG RS-3 RS-40 AG M > < r m C4/CS RS-3 I SUBJECT PROPERTY I AG RS-3 RS-40 AG Land Use Master Plan Map OA 19 -01 & OZ 19 -01 Z p M ' D m E 76th St N F T SUBJECT PROPERTY - Land Use Categories ® Commercial - Industrial /Regional Employment Neighborhood Mixed Use (Light Office, Commercial Shopping, Attached Housing, SF Housing, Apartments above retail) - Parks/Recreation ® PublicAnstitutional /Quasi Public Residential Transitional E3-US-169 Overlay District Q "Glenn -Mur Addition Special District JAS ' "Downtown Development District REAL People •REAL Character •REAL Community TO: The Honorable Mayor and City Council FROM: Morgan M. Pemberton Assistant City Planner SUBJECT: Final Plat— Centennial Park Apartments DATE: March 8, 2019 BACKGROUND: The City of Owasso received a final plat application for review and approval of Centennial Park Apartments, a proposed residential multi - family senior living development. The property is located at 14696 East 88 +h Place North, just south of the Villas at Preston Lakes. The subject property is currently zoned Owasso Planned Unit Development (OPUD) 15A with an underlying zoning of RM (Residential Multi - Family), . which was approved for the subject property by City Council in 1998. SURROUNDING ZONING: Direction Zoning Use Land Use Plan Jurisdiction North OPUD 15A / Apartment Transitional City of Within PUD? RM (Residential Multi - Family) Complex No Owasso South OPUD 15A / Memory Care Transitional City of RM (Residential Multi - Family) Facility Owasso OPUD 15A / City of East RS -3 (Residential Single- Family High Residential Residential Owasso Density) West OPUD 15A / Undeveloped I Commercial City of RM (Residential Multi - Family) Owasso SUBJECT PROPERTY /PROJECT DATA: Property Size 3.5 acres +/- Land Use Master Plan Transitional Current Zoning OPUD 15A /RM Proposed Use Senior Living Facility Proposed Lots /Blocks 1 Lot, 1 Block Within PUD? Yes; OPUD 15A Within Overlay District? No Water Provider Rogers County Rural Water District #3 Applicable Paybacks /Fees Elm Creek Sanitary Sewer Relief Area - $1,580.00 per acre Public Streets N/A ANALYSIS: The final plat for Centennial Park Apartments proposes a 1 Lot, 1 Block development on approximately 3.5 acres. A senior living facility is proposed for the property. The property is unique in that there are no limits of access shown on the plat as the subject property does not abut any public street right -of -way where limits of access would need to be established. However, the property will have access to a public street (East 88th Place North) through a recorded fifty foot (50') access easement located near the northwest corner of the property. The City of Owasso would provide sanitary sewer, Fire, Police, and EMS services to the proposed multi - family residential development. Rogers County Rural Water District #3 would provide water service to the property. Any development on the subject property shall adhere to all subdivision, zoning, and engineering requirements of the City of Owasso as well as those approved under OPUD 15A. PLANNING COMMISSION: The Owasso Planning Commission will review this item at their meeting on March 11, 2019. ATTACHMENTS: Aerial Map Final Plat - Centennial Park Apartments Aerial Photo Centennial Park Apartments _4i II WW' 4 e d 13iSllel�+Y�� \J. rA SUBJECT PROPERTY Ile- [p.,'�j9i �x1 ' S �i�/1� r .RT�ylr�v�T` �� _� _'� fir_. C! �.r •.1� �k I Z y A ' } i r l r rEl y 1. qr �•� E 86 }h St N t F .d f�1 - t i q y� o� 1 ,a. ,x I I ow TIES /1 J 1 IRIC,m�tl mmwr li `!311 �� BENCHMARK IT EVER A OtW SEIxfIS .0 RE MR .1 TN Ft[V:sxx.EO WnVNSS� v0. v[0.ry BASIS OF BEARINGS ARIMOC.TNI VSNEO°.w aru STniFVIlF WBnI Pu+lxc ioa TlEwEBi w�rcoFSwA., s¢ n. rnrv, a.B Eu zruwl AID. `NTDARTI MN CANER..T.1l1p O x P(ox Mf FRNFas Bl.S EL wx DEARRI 'r`p..m.-.11' EEI Sl ErN�PNRICNArzoEim I.MENNEERRERLIED. Ix 'C BEATE)IESCN ON FINAL PLAT OF CENTENNIAL PARK APARTMENTS .A PART OF THE SW /4 OF SEC. 22, T21N, R14E, 1.11., OIVASSO, ROGCR> COUNTY, ORLAHO1fA 7,A.NJ llll llte«Nnxid Nnlri -I +.mile), OI'IIIJ ISA PafLUX.M btlPSOCNTO IN[. xEP✓wN RNILE IAOVEAIIES INC Spp Wi96rN 5iP[ET.SWtE 1pp. NW.OF ]�IpIT °x IxpWlpMVS. ix nsxlp 071JI11 D2 III Bi TSEY1LL11!%AY FTdC'YOFULI'.&i t £:faF'A 9CSSi ppdi4 ANN BEEN.. sMp R LOT 1 BLOCK i 14696 E. 88TH PL N.^ 152184 50 FT 3.50 ACRES R 1<E IL DREDED DAN ERIC ON NFLIEV RESEEDED I, EVSNDS 1. NME FIT SO I NRj.D. R 1<E 111. O A.. `.IIXW 1/1 RJIM r i yE 1 ,II I11`RI`N oQ N �J VAVll- r1 NOTE CONTRAD 1114111111 p61hAVFTT"ON MS lbplMk 'Io°FiGNm[o av ces Iveun¢°EEFV<n°x vu°e. EE]rxr ws�n a . r ca E P>ux w, sEr Ix � mxmErE rosr. Rwr. 0.It[x.W O +i )6 Si.NSENIp 1.NF[. aVE].xB. SS. N, i,]I, N. EATCOUxi: EOTI uNMU2 111. O A.. `.IIXW 1/1 RJIM r i yE 1 9 xy` oQ �J / SF- 19 NW 'rpr . ACN� r 1 f� xM ] NOTE CONTRAD 1114111111 p61hAVFTT"ON MS lbplMk 'Io°FiGNm[o av ces Iveun¢°EEFV<n°x vu°e. EE]rxr ws�n a . r ca E P>ux w, sEr Ix � mxmErE rosr. Rwr. 0.It[x.W O +i )6 Si.NSENIp 1.NF[. aVE].xB. SS. N, i,]I, N. EATCOUxi: EOTI uNMU2 FINN. PLAT M CENTENNIAL., PARIS APARTMENTS A PART OF THE SW/4 OF SEC 22, 'MIN, RITE, IAi, OWASSO, ROGERS COUNT\', OKLAHOMA vouuuro. ruue: r.< mwxn¢' ww ¢'owa(RIimw'x,xI,Id.V, ^ny,),0PL 035A un "All I �2 ai.+ur..�c�ror,.uiou m,wn rw_a owe -ro,q. xermw�uwemmwexa�. v[n cr wocwwux w �aORies xo,f Yx♦ uwipxmanxf(x mu n µwro.wixe��asryo —iuisa �p urmrvwrvaruryvs xnaxe_ms n,ronee i } �0'�xy sd REAL People •REAL Character •REAL Community TO: The Honorable Mayor and City Council FROM: Morgan M. Pemberton Assistant City Planner SUBJECT: Final Plat —Mingo Crossing DATE: March 8, 2019 BACKGROUND: The City of Owasso received a final plat application for review and approval of Mingo Crossing, a proposed single - family residential subdivision. The property is located on the east side of North 97th East Avenue (North Mingo Road), about a quarter of a mile south of East 106th Street North. In 2017, Owasso Planned Unit Development (OPUD) 17 -02 with an underlying zoning of RS -3 (Residential Single - Family High Density) was approved for the subject property by City Council. SURROUNDING ZONING: Direction Zoning Use Land Use Plan Jurisdiction North RM (Residential Multi - Family) Undeveloped Transitional City of Owasso South PF (Public Facilities) Undeveloped Residential City of Owasso City of Owasso AG (Agriculture) / Ranch Creek Sewer Service Assessment Area - $610.33 per acre Storm Siren Fee - $50.00 per acre Public Streets City of East RS -1 (Residential Single - Family Low Undeveloped Residential Owasso Density) West AG (Agriculture) Undeveloped Residential City of Owasso SUBJECT PROPERTY /PROJECT DATA: Property Size 21.36 acres +/- Land Use Master Plan Residential Current Zoning OPUD 17 -02 /RS -3 Proposed Use Residential Subdivision Proposed Lots /Blocks 57 Lots, 3 Blocks Within PUD? Yes; OPUD 17 -02 Within Overlay District? No Water Provider City of Owasso Applicable Paybacks /Fees Ranch Creek Sewer Service Assessment Area - $610.33 per acre Storm Siren Fee - $50.00 per acre Public Streets Yes ANALYSIS: The subject property is zoned OPUD 17 -02, with an underlying zoning of RS -3. The final plat for Mingo Crossing proposes 57 Lots in 3 Blocks on just over 21 acres, and it closely follows the preliminary plat that was approved concurrently with OPUD 17 -02. The lots shown on the final plat are dimensionally smaller than what is typically seen in an RS -3 zoning district. OPUD 17 -02 was approved to allow lot widths of fifty -four feet (54') while the Owasso Zoning Code requires RS -3 districts to have a minimum lot width of sixty -five feet (65'). Additionally, the lot sizes in the proposed development would range between approximately 5,400 square feet and 6,600 square feet, while the Zoning Code requires 7,000 square foot lots in RS -3 districts. Finally, the minimum front yard setback approved in OPUD 17 -02 is twenty feet (20') while the Code requires twenty -five feet (25'). These smaller dimensions were approved with the PUD document due to the significant restrictions placed on the subject property by the 100 -year floodplain that makes much of the property undevelopable. The final plat shows fifty feet (50') of required right -of -way along North Mingo Road that is to be dedicated with the filing of this plat, if approved. The two access points to the development from North Mingo Road show a fence and landscape easement on either side of the entrance for landscaped entryways. Limits of access are also identified for these two access points, with the remainder of frontage on North Mingo Road being limits of no access. A six foot (6') screening fence will be required for the development in the identified five foot (5') fence and landscape easement that runs the length of the property on North Mingo Road. Also, utility access easements are shown at the midway point on each block to provide adequate utility maintenance access. There are several reserve areas identified on the final plat. Reserve Areas B, C, and a portion A are where the five foot (5') fence and landscape easement lies. Reserve Areas A, E, and F would serve as drainage and utility easements. Reserve Area F would also be the location of several amenities required by the PUD document for the development. Finally, Reserve Area D is identified as a twenty foot (20') trail easement. The developer would construct a trail within that easement that is anticipated to tie into the future Owasso trail system, at such time responsibility for the maintenance of the trail easement would be transferred to the City. The City of Owasso would provide water, sanitary sewer, Fire, Police, and EMS services to the proposed residential development. Any development on the subject property shall adhere to all subdivision, zoning, and engineering requirements of the City of Owasso as well as those approved under OPUD 17 -02. PLANNING COMMISSION: The Owasso Planning Commission will review this item at their meeting on March 11, 2019. ATTACHMENTS: Aerial Map Final Plat - Mingo Crossing q� Gati! /!A/O $OCC /NO//h sop l e x l f l 'i I 2 z a s tow � ,,.� ITJ�g3, o iu F: 1 tl II ham” 1 Is is .:�i Planned Unit Development 17-021135-3 KIM -Mingo-Crossing- ENGINEER/ SURVEYOR A subdivision in the City of Owasso, being a part of the NW 14 of Section OWNER /DEVELOPER • 18, Township 21 North, Range 14 East of the Indian Mercian, Tulsa Tulsa Engine ering & Planing Arsornses, Inc. semi��usu,.,. s.0 luz County, Slate of Oklahoma Mingo posting Devellpmeni Company. L.L.C. 14.1 � . „....,, ,.. ,. • N z,ancuw ...•• a Location Map n.ti E F l snzls9�M. 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Gnr,arliIIV 1 _9ry gmroYO.rvryvr mee6nbw nvx_ ver CEPTIFICATEOF M&PNTAPPPOVAL w onwa xum.eyw.raxm F� MINGO CROSSING Cale OIRe00eeum. FcOe:rurya5, A+9 aMO+2012 F SAaLLL£G4� +TIM]).M.Po55Cf/JV,uzv s� REAL Peoplo • REAL Chaader •REAL Community TO: The Honorable Mayor and City Council FROM: Linda Jones, Finance Director SUBJECT: Owasso Utility Rate Study DATE: March 8, 2019 BACKGROUND: The City provides water, sewer, refuse, recycling, and stormwater management services to residents. Operational deficits for the Stormwater and the Owasso Public Works Authority (OPWA) funds over the prior three years necessitated implementing a utility service five -year rate plan in 2016 to address the following: • Depletion of the OPWA and Stormwater fund balances over recent years • Rising operational costs • Funding for necessary capital infrastructure including an upgrade of the wastewater treatment plant • Oklahoma Water Resources Board (OWRB) debt requirements In conjunction with approval of the five -year rate plan, Council requested City staff perform an annual review of the five -year rate plan to evaluate progress in achieving a balanced budget to comply with City Ordinance and OWRB debt requirements. The results of the comprehensive review of utility operations will be provided at the March 12, 2019, work session meeting. sd REAL People •REAL Charzcter • REAL Communiry TO: The Honorable Mayor and City Council FROM: Linda Jones, Finance Director SUBJECT: Owasso Public Works Authority (OPWA) Capital financing needs DATE: March 8, 2019 BACKGROUND: The OPWA provides water, sewer, refuse, recycling, and stormwater management services to residents. As reported to Council in Utility Rate Annual Reports, the following major capital improvements are needed: • Upgrade of the Wastewater Treatment Plant • Upgrade of Coffee Creek sewer lift station • Upgrade Smith Farm gravity sewer line • Upgrade waterline at East 76th Street North and US HWYl69 • Upgrade Ranch Creek sewer interceptor, from East 96th Street North to East 116th Street North These needed projects total over $32 million. Engineering on the Wastewater Treatment Plant is nearing completion. Financing of these major capital projects will need to be secured prior to issuing any construction contracts. Ben Oglesby with Municipal Finance Services, Inc. will present at the March Worksession an OPWA financing plan for future Council /Authority consideration. s� REAL Pcoplo •REAL Character •REAL CommuNty TO: The Honorable Mayor and City Council FROM: Larry White Director, Support Services SUBJECT: AT &T Multi- Service Agreement DATE: March 8, 2019 BACKGROUND: In 1989, the City of Owasso, together with the surrounding communities of the Tulsa Metropolitan Area, executed the first "Interlocal Agreement" and established the Regional 9 -1 -1 Board for the purpose of sharing equipment and allocating the cost between jurisdictions, thereby avoiding duplication of services and expenses. The 9 -1 -1 service provided the location of the emergency in a matter of seconds, thus enabling emergency personnel to have the exact location of the call. A new Interlocal Agreement dated June 19, 2006, was executed by the participating jurisdictions. This agreement provided for the restructuring of the Regional 9 -1 -1 Board (consisting of the cities of Claremore, Collinsville, Glenpool, Jenks, Owasso, Sand Springs, Sapulpa, and Tulsa, the Town of Skiatook, and Rogers County). This resulted from changes in jurisdictions purchasing new 9 -1 -1 equipment and services to become Phase 2 compliant, which allowed each jurisdiction the ability to locate wireless calls. This Agreement provided that each member jurisdiction would pay its share of equipment and other agreed -to costs in proportion to the population of each member jurisdiction as compared to the population of all member jurisdictions combined. The Agreement further provided that the Board would revise its population calculations and cost sharing proportions annually, using population estimates provided by the Indian Nations Council of Governments (INCOG). This Agreement was replaced by three subsequent amendments in order to add the City of Bixby, the City of Broken Arrow, Tulsa County, and Osage County to the list of Members of the Regional 9 -1 -1 Board. In addition, Claremore and Rogers County had consolidated operations into the Northeast Oklahoma Enhanced 9 -1 -1 Trust Authority (NOEfA), and those changes were also included in the list of Members of the Regional 9 -1 -1 Board. In 2007, the Regional 9 -1 -1 Board negotiated a Master Services Agreement between the Regional 9 -1 -1 Board and Southwestern Bell Telephone dba AT &T Oklahoma for a network hosted solution for E 9 -1 -1 services. This Agreement provided that AT &T Oklahoma would provide and the Regional 9 -1 -1 Board would pay for hosted E 9 -1 -1 services. The new Phase II compliant equipment allowed each jurisdiction the ability to locate wireless calls when the caller was unable to give their location. PROPOSED NEW AGREEMENT: A new Multi- Service Agreement has been negotiated with AT &T by the Regional 9 -1 -1 Board. This Agreement would replace the Master Services Agreement and all ten (10) Addendums in their entirety. It defines the responsibilities of AT &T and the Regional 9 -1 -1 Board for the update of the existing Vesta Hosted E 9 -1 -1 call taking software and ancillary equipment for the Public Safety Answering Points (PSAP) in the participating jurisdictions. It includes all of the latest members of the Regional 9 -1 -1 Board (Bixby, Broken Arrow, Collinsville, Glenpool, Jenks, Owasso, Osage County, NOETA, Sand Springs, Sapulpa, Skiatook, Tulsa, and Tulsa County). It provides a pricing schedule for equipment and maintenance fees for the participating jurisdictions for the five -year period from Cutover. This is a portion of the service costs charged to the participating jurisdictions each month. The remainder of the fees charged monthly to the jurisdictions besides the equipment and maintenance fees are determined by the tariffs charged by AT &T. Due to the latest INCOG population calculation, our total cost percentage is changing to 6.03% of the entire cost for all participating jurisdictions as compared to 5.98% previously being charged to Owasso. Due to the increased number of participating jurisdictions in the Regional 9 -1 -1 Board, the addition of a fiber network with an LTE back up, and the increase in Owasso's population, Owasso will experience approximately a 7.0% increase in cost. PROPOSED ACTION: An item has been placed on the March work session agenda for discussion. Staff anticipates requesting City Council consideration and action to approve the Multi- Service Agreement during the March 19, 2019, City Council meeting. ATTACHMENTS: Multi- Service Agreement AT &T Business Services Agreement (included by reference in the Multi- Service Agreement) _ AT&T AT&T MA Reference No. AT &T MULTI - SERVICE AGREEMENT This AT &T Multi- Service Agreement consists of the attached provisions, and the AT &T Business Services Agreement, including definitions, located at htto: / /www.business.att.com /agreement ("BSA ") (collectively the attached provisions and BSA constitute the "MSA "). In order for Customer to purchase AT &T Services, the Parties must execute an applicable pricing schedule, referencing this MSA, reflecting the Services, the pricing and the pricing schedule term ("Pricing Schedule "). Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the 'Agreement' for those Services. A °Service Publication" includes Tariffs; Guidebooks, and Service Guides located at hh»tp: / /service,quidenew.att.com, which reflect the product descriptions, rates, terms and conditions applicable to a particular Service. Services are further subject to the AT &T Acceptable Use Policy located at www.attcom /aup ( "AUP'. Service Publications and the AUP may be amended by AT &T from time to time without notice to Customer. The order of priority of the documents that form the Agreement is: the applicable Pricing Schedule or order, the MSA; the AUP; and then Service Publications; provided, however, if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms, the Tariff will prevail. In the event of a conflict within the MSA between the attached provisions and the BSA, the attached provisions take precedence. For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following: ARBITRATION: ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE - HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE PARAGRAPH IS VOID. AGREED: Customer AGREED: AT &T By: By: (by its authorized representative) (by its authorized representative) (Typed or Printed Name) (Typed or Printed Name) (Date) (Date) i 'age 1 of 2 AT &T and Customer Confidential Information MSA UA III 09101!2015 Regional 9 -1 -1 Board AT &T Corp. Street Address: 2 W 2nd St, Ste 800 City: Tulsa State/Province: OK Zi Code: 74103 Country: USA CustofrierCorifact fgF:notices AT &T::ContacifoY'octrces , Name: Darita Huckabee Street Address: 12851 Manchester Road 1 -W408 Title: Legal & Legislative Affairs INCOG City: St. Louis State /Province: MO Street Address: 2 W 2nd St. Ste 800 Zip Code: 63131 Country: USA City: Tulsa State /Province: OK Zip Code: 74103 Country: USA With a copy to: Telephone: (918) 579.9438 AT &T Corp. Fax: One AT &T Way Email: dhuckabee@incog.org Bedminster, NJ 07921 -0752 ATTN: Master Agreement Support Team Email: mast@ att.com This Multi- Service Agreement between the customer named above ( "Customer) and AT &T Corp. ( "AT &T ") (each a'Partyl is effective when signed by both Parties ffflective Date° ). This AT &T Multi- Service Agreement consists of the attached provisions, and the AT &T Business Services Agreement, including definitions, located at htto: / /www.business.att.com /agreement ("BSA ") (collectively the attached provisions and BSA constitute the "MSA "). In order for Customer to purchase AT &T Services, the Parties must execute an applicable pricing schedule, referencing this MSA, reflecting the Services, the pricing and the pricing schedule term ("Pricing Schedule "). Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the 'Agreement' for those Services. A °Service Publication" includes Tariffs; Guidebooks, and Service Guides located at hh»tp: / /service,quidenew.att.com, which reflect the product descriptions, rates, terms and conditions applicable to a particular Service. Services are further subject to the AT &T Acceptable Use Policy located at www.attcom /aup ( "AUP'. Service Publications and the AUP may be amended by AT &T from time to time without notice to Customer. The order of priority of the documents that form the Agreement is: the applicable Pricing Schedule or order, the MSA; the AUP; and then Service Publications; provided, however, if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms, the Tariff will prevail. In the event of a conflict within the MSA between the attached provisions and the BSA, the attached provisions take precedence. For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following: ARBITRATION: ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE - HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE PARAGRAPH IS VOID. AGREED: Customer AGREED: AT &T By: By: (by its authorized representative) (by its authorized representative) (Typed or Printed Name) (Typed or Printed Name) (Date) (Date) i 'age 1 of 2 AT &T and Customer Confidential Information MSA UA III 09101!2015 AT &T Multi-Service Agreement Services: "Service' or 'Services' means all products and services (including wireless, if applicable) AT &T provides Customer pursuant to this Agreement. Execution by Affiliates: An AT &T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name. Such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT &T will cause their respective Affiliates to comply with such separate, associated contract(s). An "Affiliate" of a party is any entity that controls, is controlled by or is under common control with such party. License and Other Terms: Software, Purchased Equipment and Third - Party Services (a service provided directly to Customer by a third party under a separate agreement between Customer and the third party) may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third -party service provider or the manufacturer. Customer's execution of the Pricing Schedule or placement of an Order for Software, Purchased Equipment or Third -Party Services is Customer's agreement to comply with such separate agreement Unless a Service Publication specifies otherwise, AT &T's sole responsibility with respect to Third -Party Services is to place Customer's orders for Third -Party Services, except that AT &T may invoice and collect payment from Customer for the Third -Party Services. Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term: Prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule term, including applicable extensions, ( "Pricing Schedule Term') and apply in lieu of corresponding prices in the applicable Service Publication. No promotions, credits, discounts or waivers set forth in a Service Publication apply. At the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) on a month-to -month basis at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT &T may change such prices, terms or conditions on 30 days' prior notice to Customer. MARC: Minimum Annual Revenue Commitment ( "MARC) is an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12 -month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any such period, Customer agrees to pay a shortfall charge equal to the difference between the MARC and the total of the applicable MARC - Eligible Charges, as defined in the applicable Pricing Schedule, incurred during such period, and AT &T may withhold contractual credits unfit Customer pays the shortfall charge. Termination and Termination Charges: Either party may terminate for material breach upon thirty (30) days' prior written notice to the other party. If a Service or Service Component is terminated by Customer for convenience or by AT &T for cause prior to Cutover, Customer () agrees to pay any pre - Cutover termination or cancellation charges set out in. a Pricing Schedule or Service Publication, or (H) in the absence of such specified charges, agrees to reimburse AT &T for time and materials incurred prior to the effective date of termination, plus any third -party charges resulting from the termination. If a Service or Service Component is terminated by Customer for convenience or by AT &T for cause after Cutover, Customer agrees to pay applicable termination charges as follows: (1) 50% of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period (as defined in applicable Pricing Schedule); (ii) if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule), any associated credits or waived or unpaid non - recurring charges; and (ill) any charges incurred by AT &T from a third -party (i.e., not an AT &T Affiliate) due to the termination. The charges set forth in (I) and (it) do not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the "Minimum Period ') and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and If the upgrade is not restricted in the applicable Service Publication. In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer agrees to pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term. Billing and Disputes: If Customer does not dispute a charge in writing within 6 months after the invoice date, Customer waives the right to dispute. AT &T must issue a bill within six (6) months after charges are incurred (other than for automated or live operated assisted calls) or it waives the charges. At Customers request, but subject to AT &T's consent (which may not be unreasonably withheld or withdrawn), Customer's Affiliates may be invoiced separately, and AT &T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates do not pay charges in accordance with this Agreement. Purchased Equipment: Except as specified in a Service Publication or Pricing Schedule, title to and risk of loss of equipment AT &T sells Customer ("Purchased Equipmenr) pass to Customer on delivery to the transport carrier for shipment to Customer's designated location. AT &T retains a purchase money security interest in all Purchased Equipment until Customer pays for it in full; Customer appoints AT &T as Customer's agent to sign and file a financing statement to perfect AT &T's security interest, All Purchased Equipment is provided on an "AS IS" basis, except that AT &T passes through to Customer any warranties available from its suppliers, to the extent that AT &T is permitted to do so under its contracts with those suppliers. Privacy: Each party is responsible for complying with the privacy laws applicable to its business. AT &T shall require Its personnel, agents and contractors around the world who process Customer personal data to protect such information in accordance with the data protection laws and regulations applicable to AT &T's business. If Customer does not want AT &T to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data to be unintelligible. Customer is responsible for obtaining consent from and giving notice to Its users, employees and agents regarding Customer's and AT &T's collection and use of the User, employee or agent information in connection with a Service. Customer agrees to make accessible or provide Customer personal data to AT &T only if it has legal authority to do so. Trademarks and Publicity: Neither party will display or use the other party's trade names, logos, trademarks, service marks or other indicia of origin, or issue public statements about this agreement or the Services, without the other party's prior written consent Governing Law: Unless a regulatory agency with jurisdiction over the applicable Service applies a different law, this Agreement is governed by the law of the State of New York, without regard to its conflict of law principles. The United Nations Convention on Contracts for International Sale of Goods will not apply. Page 2 of 2 AT &T and Customer Confidential Information MSA UA 111 09/01/20' AT &T -1 Board City: Tulsa State / Province: OK Country: USA Domestic / Intl / Zip Code: 74103 Name: Darita Huckabee Title: Legal & Legislative Affairs INCOG Telephone: (918)579 -9438 Fax: Email: dhuckabee @incog.org Street Address: 2 W 2nd St. Ste 800 City: Tulsa State / Province: OK Country: USA Domestic / Iml /Zip Code: 74103 Contact Name: Darita Huckabee Title: Legal & Legislative Affairs INCOG Telephone: (918) 579 -9438 Fax: AT &T MA Reference No. AT &T HOSTED E 9.1.1 SERVICE Pricing Schedule Southwestern Bell Telephone Company, d /b /a AT &T Oklahoma One AT &T Way Bedminster, NJ 07921 -0752 Attn: Master Agreement Support Team E -mail: mast17c att.com Street Address: 12851 Manchester Road, Suite 1 -W -408 City: St. Louis State / Province: MO Country: USA Domestic I Intl / Zip Code: 63131 Telephone: (314)450 -2520 Email: todd.kad @att.com Sales /Branch Manager: Dustin Alexander SCVP Name: Pat Thetford This Pricing Schedule is part of the Agreement between AT &T and Customer referenced above. By: (bv its authorized representative) or Printed ATTUID: AT &T and Customer Confidential Information ROME Opportunity ID: Public Safety Hosted Pricing Schedule F Page 1 of 5 Updated: 012815 AT &T GENERAL TERMS APPLICABLE TO AT &T PUBLIC SAFETY HOSTED E9.1.1 SERVICE This Pricing Schedule is part of the Agreement between Southwestem Bell Telephone Company, dba AT &T Oklahoma and the Customer referenced above. This Pricing Schedule consists of this Pricing Schedule and any Attachments hereto (e.g., Statement of Work ("SOW "); Scope of Work ( "SCOW "); Inventory Schedule and Payment Terms; Bill of Material; Project Implementation Guide; Implementation Timeline; or Certificate of Acceptance) that currently, or may in the future, reference this Pricing Schedule. In the event of a conflict between this Pricing Schedule and any Attachments hereto, this Pricing Schedule shall take precedence. SERVICE: An enhanced 9 -1 -1 ("E 9 -1 -1") Service provisioned by AT &T that utilizes AT &T Premises to house certain E 9.1 -1 Call Handling Equipment for purposes of receiving and transporting E 9 -1 -1 calls from within a predetermined service area to authorized Public Safety Answering Points (PSAPs) identified by Customer. As part of the Service, AT &T will install Customer End User Equipment identified in the Statement of Work at Customer PSAP Sites; will train Customer's employees on the use of the Customer End User Equipment; and will test the Customer End User Equipment and verify that itis operating as designed. AT &T will also provision the necessary network elements (set forth below) required to deliver E 9 -1 -1 calls to the Customer PSAP Sites. AT &T will be responsible for the maintenance of the Equipment necessary to provision the Service, as more fully described in the Statement of Work. SERVICE PROVIDER: Southwestern Bell Telephone Company, dlbfa AT &T Oklahoma. TERM: The Pricing Schedule Term shall begin on Cutover and continue to the latter of (a) 5 years from Cutover; or (b) until such time as no Service Components are provided to Customer under this Pricing Schedule. SERVICE COMPONENTS AND PRICING: The following prices shall apply to the various Service Components offered as part of the Service. Any Service Components that are offered under an AT &T Tariff or Guidebook are offered under the terms and conditions set forth therein unless modified in this Pricing Schedule. Network Transport Components: The 9 -1 -1 tariff prices apply to trunking between AT &T Premises and the Customer PSAP Sites. 9 -1.1 Database Components: Customer will provide Enhanced 9.1 -1 utilizing AT &T's Tandem /Selective Router and utilizing the Automatic Number Identification system and the Automatic Location identification system. The charges and terms and conditions for these features are listed in the AT &T Tariff or Guidebook, as may be modified from time to time. Other Components: Customer will also order the following Service Components on terms and conditions set forth in the applicable AT &T Tariff or Guidebook. I. AT &T Bandwidth Services provided under an "AT &T Integrated Data Services Pricing Schedule" II. AT &T VPN Service provided under an "AT &T VPN Pricing Schedule° III. AT &T Managed Internet Service provided under an "AT &T Managed Internet Service Pricing Schedule" IV. AT &T Managed Router Solution provided under an "AT &T Managed Router Solution Pricing Schedule V. Point -to -point DS -1 Service provided under an "ILEC Intrastate Services Pricing Schedule Pursuant to Custom Terms" Equipment and Maintenance: The rates and charges for Equipment (consisting of Customer End User Equipment and Call Handling Equipment) and maintenance of the E ui ment are as follows: Site Name': Adtlress City ,,....._ State Quarfity of Positions . Nan Recurring' Gosis... Monthly Recur rif Costs, r Bixby 116 W Needles Bixby OK 2 $ 0.00 $ 2,190.00 Broken Arrow 1101 N 6th St. Broken Arrow OK 8 $ 0.00 $ 8,760.00 Collinsville 1023 W Center Collinsville OK 2 $ 0.00 $ 2,190.00 Glen pool 14536 S Elwood Ave Glen pool OK 2 $ 0.00 $ 2,190.00 Jenks 211 N Elm St Jenks OK 2 $ 0.00 $ 2,190.00 Owasso 452 S Main St Owasso OK 3 $ 0.00 $ 3,285.00 NOETA 200 S. Lynn Riggs Blvd Claremore OK 7 $ 0.00 $ 7,665.00 Sand Springs 100 E Broadway St Sand Springs OK 2 $ 0.00 $ 2,190.00 Sapulpa 20 N Walnut St Sapulpa OK 2 $ 0.00 $ 2,190.00 Skiatook 220 S Broadway St Skiatook OK 2 $ 0.00 $ 2,190.00 Tulsa 801 E. Oklahoma St Tulsa OK 32 $ 0.00 $ 35,040.00 Tulsa County 801 E. Oklahoma St Tulsa OK 2 $ 0.00 $ 2,190.00 Total Charges $ 0.00 $ 72,270,00 Payment Terms: (1) Charges for Host Locations not due unfit Hosts are installed and accepted and first PSAP is on -line and accepted. (2) PSAP Location: Charges Per Position not due until PSAP installed and accepted: Service Plan Payment Terms: ® Monthly Payments 0 Annual Payments ❑ Financing: (Name of Leasing Company) Monthly Price: $ _ Annual Price: $ ATTUID: AT &T and Customer Confidential Information ROME Opportunity ID: Public Safety Hosted Pricing Schedule I Page 2 of 5 Updated: 091918 AT &T GENERAL TERMS APPLICABLE TO AT &T PUBLIC SAFETY HOSTED E9 -1 -1 SERVICE ADDITIONAL TERMS AND CONDITIONS 1. Definitions "AT &T E9.14 Hosted Service" means the Service as described above, provided on the terms and conditions set forth herein. "AT &T Premises" means an AT &T owned or operated facility specified in an Order where E9 -1.1 Cali Handling Equipment will be installed and certain elements of the Service are performed. "Call Handling Equipment" means the equipment and Licensed Software that AT &T will acquire and install at AT &T Premise(s) for purpose of providing the Services to be provisioned under this Pricing Schedule. "Customer Premises" means Customer's facility or location specified in an Order where the Equipment will be installed or Services performed. Customer Premises will be deemed Site(s) for purposes of the Agreement "Cutover" means (i) for a Service, when the Service is first provisioned or made available to Customer's use at any Site; and /or (ii) for Equipment, when it is delivered to a carrier for shipment, or if AT &T provides installation as part of the Services, then upon AT &T's Installation of the Equipment and acceptance by Customer. "Customer End User Equipment" means the equipment and Licensed Software that AT &T licenses or leases, as applicable, to Customer or for which AT &T provides Services as provided hereunder that is installed at Site. Ownership of, and title to, Customer End User Equipmentshall at all times remain with AT &T. Upon termination of this Pricing Schedule, AT &T shall have the right to re- possess the Customer End User Equipment at a mutually agreeable date and time. "Equipment" unless otherwise defined, means Customer End User Equipment and Call Handling Equipment. "Order" means any purchase order issued by Customer for Equipment or Services that references this Pricing Schedule, is signed by Customer's authorized representative, and is accepted by AT &T. Orders will be deemed Attachments to this Pricing Schedule once accepted by AT &T. "PSAP" means a Public Safety Answering Point. The location of a PSAP will be deemed a Site for purposes of the Agreement "Statement of Work" or "SOW" means the attached statement(s) of work and /or other ordering documents that describe materials and Services to be provided pursuant to this Pricing Schedule. On occasion, SOWs may be entitled Statement of Work (SOW), Scope of Work (SCOW) or Pre - Installation Guide (PIG). 2. Scope AT &T will procure the Equipment and provision the Service as specified In this Pricing Schedule and any attachments hereto. 3. Customer End User Equipment; Delivery and Installation by AT &T AT &T will deliver the Customer End User Equipment FOB origin, prepaid and add. Title to the Customer End User Equipment and all risk of loss to the Customer End User Equipment shall pass to Customer at the time of delivery to the carrier for shipment. Origin is defined as the manufacturer's site when the Customer End User Equipment is shipped directly to Customer Site and as AT &T's staging facility when AT &T performs staging on the Customer End User Equipment before delivery to Customer. Customer acknowledges and agrees that AT &T's ability to provide Customer End User Equipment during the term of this Pricing Schedule is contingent upon the supply and delivery schedules of the Customer End User Equipment manufacturer(s). AT &T shall have no liability for delays in any delivery schedule, Customer End User Equipment is described in the SOW attached hereto, 4. AT &T Call Handling Equipment AT &T shall have no liability for delays in any delivery schedule pertaining to AT &T Call Handling Equipment, AT &T is solely responsible for the installation of AT &T Call Handling Equipment on AT &T Premises. 5, Customer Responsibilities for Installation Services at Customer Premise(s) AT &T's obligations under this Pricing Schedule and the timely fulfillment thereof, are contingent upon timely receipt from Customer of all rea- sonably necessary assistance and cooperation in all matters relating to this Pricing Schedule, including reasonable access to relevant personnel, records, information and facilities. Customer shall provide AT &T, in a timely fashion, with all information reasonably required for the performance of the Services by AT &T. Customer represents that all information presently known to be necessary to AT &Ts understanding of the Services to be performed have been disclosed or provided to AT &T and Customer will keep AT &T timely informed of any new information which may be necessary to AT &Ts understanding of the Services to be performed. Customer shall provide AT &T with reasonable access to the premises necessary for the performance of the Services required under this Pricing Schedule as more fully described in Section 3.1 of the Master Agreement. In the event of Customer's failure to perform its responsibilities hereunder, AT &T may, at AT &T's option, assume or fulfill any and/or all of Customer's responsibilities, directly or through contract with third parties. in such instance, it shall be considered an increase in the scope of the Services. AT &T may charge Customer any and all charges incurred by AT &T due to Customer's failure to timely fuifill its obligations under this Section. Notwithstanding any other part of this Pricing Schedule: (a) AT &T shall have the right to suspend performance or to pursue any other remedies provided for under the Agreement where Customer delays or fails to comply with this provision; and (b) where any of the measures described above are unreasonably expensive, Customer may request that AT &T suspend its performance until such time as an alternative remedy or course of performance is secured or agreed upon; provided, however, that AT &T may terminate this Pricing Schedule or an Order where any such suspension lasts longer than thirty (30) days. 6. Invoicing and Payment Terms Invoices for all Customer End User Equipment and AT &T Call Handling Equipment will be issued upon Customer's Acceptance of the Services and Customer End User Equipment, as defined in Section 7 hereof, on a PSAP -by -PSAP basis. Invoices for maintenance Services will be , issued pursuant to the terms of the Master Agreement. ATTUID: AT &T and Customer Confidential Information ROME Opportunity ID: Public Safety Hosted Pricinq Schedule Page 3 of 5 Updated: 091918 AT &T GENERAL TERMS APPLICABLE TO AT &T PUBLIC SAFETY HOSTED E9.1 -1 SERVICE 7, Initial Acceptance of Services and Customer End User Equipment On a PSAP -by -PSAP basis, Customer shall have a designated staff member on -site at the Initial completion of Services and installation of the Customer End User Equipment to sign the acceptance document, acknowledging the Services were performed to accordance with the SOW and are complete as to each PSAP. If any installation Services are incomplete or nonconforming at the time of initial installation, Customer must provide written notice to AT &T identifying such installation Services within ten (10) business days of notice by AT &T of completion of said Services at a PSAP, or else Customer waives remedy. Upon written notification, AT &T will then have thirty (30) business days to re- perform or complete the nonconforming installation Services. If AT &T is unable to, or fails to, correct such nonconformance in all material respects, AT &T may, as AT &T's sole liability and Customer's sole remedy, refund to Customer all amounts paid by Customer for the nonconforming portion of the installation Services. 8. Licensed Software Software is provided subject to the particular licensor's standard software license that accompanies Customer End User Equipment. The standard software license is a separate agreement between Customer and the licensor. Customer's assent to the terms and conditions of this Pricing Schedule binds Customer to the terms and conditions of the licensor's standard software license, as if the terms and conditions of the licenser's standard software agreement were fully set forth in this Pricing Schedule, and Customer shall comply with the terms and conditions of the licensor's standard license and associated documentation. 9. Limited Warranty, Limitation of Liability and Limitation of Remedy. In addition to any similar protections set forth under the Master Agreement, the following provisions apply to Services and Equipment offered underthis Pricing Schedule: 9.1 WARRANTIES. (a) Equipment. The Equipment will be provided to Customer on an "As Is" basis. (i) AT &T DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, TITLE< NON_INFRINGEMENT, OR ARISING BY VIRTUE OF USAGE OF TRADE). (ii) AT &T WILL NOT HAVE ANY OBLIGATION OR BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCOMFORMITY IN ANY EQUIPMENT OR ANY OF THE SERVICES. AT &T DOES NOT WARRANT THAT THE OPERATION OF EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. AT &T HAS NO WARRANTY OBLIGATION FOR EQUIPMENT THAT CUSTOMER ACQUIRES THROUGH AT &T AND EQUIPMENT THAT IS NOT MANUFACTURED BY AT &T AND THAT DOES NOT BEAR AN AT &T LOGO OR COPYRIGHT NOTICE. Customer, not AT &T, is responsible for selecting Equipment to achieve its intended results and for promptly verifying that the Equipment performs as specified by the manufacturer or licensor. (b) Manufacturer's Warranty: Notwithstanding the disclaimer set forth in the subsection (a) of this section, AT &T shall pass through to Customer any hardware warranties available from Equipment manufacturers and subsection (a) does not negate any software warranty that Customer may obtain directly from the licensor under the particular licensor's standard software license. 9.2 WORKMANSHIP WARRANTY(a) The provislon of Services and any deliverables under this Pricing Schedule shall be performed in a workmanlike manner that would meet commercial industry standards in the field to which the work pertains, as well as any standards set forth in any Attachments, including, but not limited to, any SOWS. No other warranties are provided by AT &T under this Pricing Schedule. (b) Further Disclaimer As To Information Provided by Customer. The Services, as described herein and any Attachments, are based upon, among other things, Information provided by CUSTOMER. IN THIS REGARD, AT &T MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED TO AT &T BY CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (1) NONE OF THE INFORMATION FURNISHED BY CUSTOMER IN CONNECTION WITH AT &T SERVICES AND /OR DELIVERABLES HAS BEEN INDEPENDENTLY VERIFIED BY AT &T AND (11) AT &T EXPRESSLY DISCLAIMS, AND WILL NOT BE SUBJECT TO, ANY LIABILITY WHICH MAY BE BASED ON SUCH INFORMATION, OR ANY ERRORS OR OMISSIONS IN SUCH INFORMATION, WHETHER OR NOT AT &T KNEW OR SHOULD HAVE KNOWN OF ANY SUCH ERRORS OR OMISSIONS, OR WAS RESPONSIBLE FOR OR PARTICIPATED IN THEIR INCLUSION IN OR OMISSION FROM THE SERVICES AND /OR DELIVERABLES. If AT &T does become aware of any errors or omissions in information are made or provided by Customer, AT &T will promptly notify Customer, in writing, of such errors and omissions. 10. Storage of Equipment AT &T and/or Its designated subcontractors may store a reasonable amount of Equipment, materials, tools and other items necessary for the performance of the Services on a Site or in such other secure locatlon(s) as Customer may designate, at no charge. Customer will take reasonable precautions to protect and maintain the integrity of any such items and will accept delivery of any such items delivered to Customer's Site when AT &T personnel are not available to accept delivery and place or direct the placement of such items on the Site or other secure location(s). In the event Customer accepts delivery of any items under this Pdcing Schedule, Customer will promptly notify AT &T of the delivery and location of the items delivered. 11. Amendments; Termination Customer will be charged for any additions, deletions or changes CChange ") in the Equipment and /or Services. If Customer desires a Change, Customer will notify AT &T by written request, and AT &T will provide Customer a revised Bill of Materials and /or Statement of Work reflecting the Equipment, Service and price changes shipping dates, Cutover dates and other terms. Any increase or decrease in the price occasioned by a Change will be added to /subtracted from the amount of Customer's invoice. After the Effective Date of this Pricing Schedule, ATTUID: AT &T and Customer Confidential Information ROME Public Safetv Hosted Pricing Schedule I Page 4 of 5 Update AT &T GENERAL TERMS APPLICABLE TO AT &T PUBLIC SAFETY HOSTED E9.1 -1 SERVICE any changes to an Order or SOW requested by Customer will be processed as a "Change Order'. If AT&T does not receive the executed change documents within 30 (thirty) days, no changes will be made to the original document. This Pricing Schedule may be amended or modified only by written instrument signed by an authorized representative of each party. If Customer changes the work schedule in a SOW or if compliance with such schedule becomes Impractical, due to no fault of AT &T, AT &T reserves the right to reevaluate and amend the pricing for Equipment and Services or to submit change notice for any additional costs incurred as a consequence of such changes. Either party may terminate this Agreement in whole or in part by giving the other party at least thirty (30) days' prior written notice. Either Party may terminate an Order or Change Order by giving the other Party written notice prior to Cutover. In the event Customer terminates an Order or Change Order. (i) prior to the date of delivery of any Equipment, Customer shall pay as a cancellation fee, and not as a penalty, an amount equal to twenty percent (20 %) of the total purchase price of the Equipment cancelled (and once Equipment is delivered to Customer, the relevant Order(s) may not be cancelled); and (ii) Customer shall be liable for an amount equal to fifty percent (50 %) of the fees for Services for the remaining term of this Pricing Schedule (or any applicable Order) plus any non - recoverable costs including, but not limited to, amounts incurred by AT&T in connection with the provisioning of cancelled Equipment and Services. Upon termination, Customer agrees to pay all amounts due for Equipment and Services provided by AT &T up to and including the effective date of termination, plus any costs or expenses (including restocking fees) incurred by AT &T in connection with the performance of the Order. In the event the Customer terminates an Order or Change Order prior to Cutover, the Customer shall be liable for all expenses incurred by AT &T under that Order or Change. Upon termination, Customer agrees to pay AT &T all amounts due for Equipment and Services provided by AT &T up to and including the effective date of termination, plus any nonrecoverable restocking fees or other costs incurred by AT &T. Such payment will constitute a full and complete discharge of Customer's payment obligations. Termination will also constitute a full and complete discharge of AT &T's obligations. Any Order in progress or requested prior to the termination of this Pricing Schedule will be completed and Customer agree to pay AT &T for the Services performed and /or any Equipment delivered or installed under the Order. Customer will only be liable for the charges incurred in connection with termination as described in this Section 11. Customer shall not be responsible for any other termination charges specified in the Master Agreement 12. Termination of Purchase Order; Suspension of Service Except as otherwise expressly provided in this Pricing Schedule, Order(s) may not be terminated, suspended or canceled unless: a) the other party is in material breach of or default under such Order, and such breach or default continues for a period of thirty (30) days after the giving of written notice by the party not in breach or default; or b) any federal, state or local governmental agency or regulatory body or a court or tribunal of competent jurisdiction renders or enters an order, ruling, regulation, directive, decree or judgment which restricts or prohibits either party from continuing, impairs either party's ability to continue, or makes impractical or unduly expensive either party's continuance under such Order or this Agreement. 13. General Provisions AT &T is entitled to Increased compensation and/or time for completion where AT &T encounters concealed physical conditions Which differ materially from those indicated in any documents provided under this Agreement or otherwise represented by Customer, or latent physical conditions which differ materially from those ordinarily found to exist and generally recognized as inherent in the installation and /or maintenance activities contemplated by this Pricing Schedule, where such conditions would materially interfere with, delay or increase cost of performance under this Pricing Schedule. All intellectual property in all Services and Equipment shall be the sole and exclusive property of AT &T or its suppliers. Attachments: 1. Statements of Work e.g. SOW, SCOW, PIG ❑ 2. Bill of Materials for Equipment and Services ❑ 3. Invoicing Schedule and Payment Terms ❑ 4, Implementation Timeline ❑ 5. Certificate of Acceptance ❑ 6. Other: [ ) ❑ _ AT &T and Customer Confidential Information Hosted Pricino Schedule I Pape 5 of 5 Retweern INC ®G KA ', I For a VESTA — AT &T Hosted 911 System Prepared by: Brent Trease Technical Sales Consultant II AT &T Public Safety TABLE OF CONTENTS ................................................................................ ............................... 2 STATEMENT OF WORK ........................................................................ ............................... 3 EXECUTIVESUMMARY ............................................................................ ............................... 3 CONTACTINFORMAT ION ......................................................................... ............................... 3 SCOPEOF WORK ..................................................................................... ............................... 4 Overview................................................................................................. ............................... 4 ASSIJMPTTONS......................................................................................... ............................... 6 PROPOSED PROJECT TTMELiN* E ................................................................ ............................... 7 RESPONSIBILITIES OF THE PARTIES ......................................................... ............................... 7 AT &T Responsibilities.................... ..... .... ... ........ ............................... .................................... 7 INCOG and member PSAP (Customer Responsibilities ....................... ............................... 8 MAINTENANCE & WARRANTY INFORMATION ......................................... ............................... 9 ACCEPTANCE CRITERIA ................................................................... .............................11 Confidential Page 2 1/23/2019 The purpose of this Statement of Work (SOW) is to clarify the responsibilities of AT &T & INCOG, regarding the scope of work, deliverables, and terms and conditions for upgrading the existing Vesta (AT &T) Hosted 911 call taking positions and ancillary equipment for the PSAP's list on Appendix 1 below. (6 Customer Information Customer Name INCOG Primary PSAP Executive,SummaYy ; Contact Position Contact Name Contact Number � �? INCOG DARITA HUCKABEE 918 -579 -9438 , The purpose of this Statement of Work (SOW) is to clarify the responsibilities of AT &T & INCOG, regarding the scope of work, deliverables, and terms and conditions for upgrading the existing Vesta (AT &T) Hosted 911 call taking positions and ancillary equipment for the PSAP's list on Appendix 1 below. (6 Customer Information Customer Name INCOG Primary PSAP INCOG Contact Position Contact Name Contact Number Cell Number INCOG DARITA HUCKABEE 918 -579 -9438 (ii AT&t Information Position Contact Name Contact Number Cell Number 911 Resolution Center NA 1- 866 -AT &T- E911 NA Acct Mgr Todd Karl 314 -450 -2520 Program Manager TBD TBD CC Technical Sales Consultant 11 Brent Trease 918 -576 -2600 Confidential Page 3 1/23/2019 Scdpe of ]Nock Overview 1NCOG is a consortium of PSAP's that currently reside on an AT &T Hosted VESTA 9 -1 -1 Solution serving (13) 9 -1 -1 Agencies. AT &T upon execution of contract will upgrade the INCOG AT &T Hosted 9 -1 -1 solution with both a software and hardware refresh. The AT &T Hosted 9 -1 -1 Services include: O Geo- diverse & Geo- redundancy • 911 and Mapping Functionality C Robust ACD functionality MIS Reporting (ECaTS) m Interoperability Y Security software and features • System Health & Monitoring Patch Management C Virus Protection • Disaster Recovery • Back Up and Restoral Y Training Integration Services • Project Management • System Design / Integration Coordination Vendor and AT &T Cutover Support • On -Line & On -Site Support Remote Maintenance / Diagnostics Confidential Page 4 1/23/2019 R I "-7 fir , �. APPENDIX 1 Confidential Page 5 1/23/2019 Assume #ions A. The customer will provide a secure storage area to hold the 911 equipment during the interim time before the equipment is installed. B. The customer will coordinate all necessary installation & training dates with AT &T Project Management. C. AT &T, Motorola & ECaTS will perform all necessary installation & testing of the all equipment and associated configuration. D. Airbus will provide Vesta Administrative and Agent training to all PSAP personnel on the Vesta - 911 system. ECaTS will provide ECaTS MIS training remotely via Webinar as needed. E. After the installation and training is complete, AT &T will be responsible for cleaning up all affected areas and removing any items leftover from the work area. F. AT &T will provide all necessary post support contact information to all listed PSAP's. G. If one does not already exist, the customer will mount a piece of plywood (approximately 4 ft. by 4 ft) in an agreed upon space, for AT &T to mount/terminate the necessary equipment and 911 circuits. H. AT &T will re -use existing Host 911 -Ali circuits that will provide 911 ANl / ALI information for landline & wireless 911 calls. I. AT &T will re -use existing Host 911 -CAMA circuits. J. AT &T will provide a UPS backup power source by installing OMN1900 - UPS devices at each of the workstations and a 2Kva UPS in the back room of each PSAP. The UPS's will provide temporary backup power to all provided 911 equipment but, the UPS's are not designed to provide backup power for an extended period of time. The UPS's are only intended to supplement the power for a short time (typically 10 to 15 minutes) during the customers transition from the loss of commercial AIC power, to a backup power source provided by the customer. Confidential Page 6 1/23/2019 w K. The customer will provide a clean & separate A/C power source to a designated backroom area (located near the area where the 911 circuits are terminated, typically less than 6 feet). To provide for a stable 9 -1 -1 system back -room power source should be exclusive to the 911 equipment to provide for a more stable 911 platform. A separate quad (4 plug) 20 amp power outlet is preferred to power the UPS and 911 equipment in the back room. An 1-5 -20 twist lock outlet is preferred for the backroom UPS, but not required. A separate (5 -15) power source outlet is preferred for the 911 Positions in the dispatch room to keep the 911 equipment separate from other equipment. Those units are a standard 115Vac outlet. L. The customer will provide a solid grounding system (according to Industry Electrical specifications) that allows for a separate # 6 grounding termination for the new 911 equipment. Without an industry standard ground 9 -1 -1 equipment can either malfunction or be damaged by outside power sources. M. The existing AVPN & LTE backup networks will be re -used at each PSAP. Proposed Pr „olect'�imehne, Contract signed- TBD Equipment ordered -Upon execution of contract 9 -1 -1 Installation date - TBD Project complete date —TBD Responsrbihties of tMe Parties; AT &T Responsibilities • AT &T will install the 911 equipment detailed above in the overview section of this Statement of Work and also listed in Appendix 1. Confidential Page 7 1/23/2019 • AT &T will coordinate the Motorola & ECaTS training for PSAP employees on the use of the Vesta - 911 answering equipment & the ECaTS MIS platform as needed. • AT &T will test the 911 equipment and verify that it is properly functioning in the processing of 911 calls in.accordance with the Acceptance Criteria details listed below. • AT &T will provide 3 serial cable handoffs for required customer CAD spills. • See Assumptions section for additional AT &T responsibilities. INCOG and member PSAP (Customer) Responsibilities • Customer will work with AT &T to schedule end -user training associated with the Vesta - 911 answering equipment and the ECaT's MIS as needed. • Customer will also coordinate with AT &T on an implementation and go live schedule for the new 911 equipment. • Customer will be responsible to report any feature or other system malfunction to AT &T personnel for repair. • Once acceptance criteria outlined below has been met, customer will sign the acceptance document indicating they agree that the 911 system is in a good operating state for 72 hours after cut day, free of major defects. Example: City of Tulsa cut's live, 72 hours after the cut live date without major defects or issues the PSAP would be considered accepted. Customer is responsible to connect and configure any customer provided equipment that requires a CAD spill (AT &T will provide a 6ft serial cable with the CAD spill). It is the responsibility of the customers vendors (CAD / Voice Recorder / Radio, etc..) to terminate the CAD spill to their respective equipment and make any necessary configurations to the non AT &T provided CPE. • Where applicable Customer is.responsible for providing the map data files that will be loaded into the Vesta Map Local software and for keeping the map data updated as new data comes available. (The customer will provide a solid grounding system that provides AT &T with a #6 ground termination in the equipment room. Failure of equipment due to an inadequate grounding system is the responsibility of the customer and any costs associated with damaged equipment due to an inadequate ground is the responsibility of the customer). Confidential Page 8 1123/2019 Note: If a local NetClock is provided the customer will be responsible for terminating the NetClock output leads to the customer provided equipment that requires timing input. Customer will be responsible for mounting the Antenna mast and running the cable from the antenna mast to the NetClock (AT &T does not drill through floors /roofs or work on the customers roof to provide for this connection due to safety issues). AT &T will mount and install the NetClock hardware in the customer provided backroom. See the Assumptions section for other responsibilities. The continuing maintenance of the new 911 equipment detailed above will be provided by AT &T to INCOG on an 8a to 5p (Mon -Fri) basis for non - service affecting troubles for the agreed upon period of 5 years. Service affecting (Major /Critical) issues will be dispatched on a priority basis, first technician available. The equipment maintenance & warranty will run for an agreed upon period of 5 years beginning on the go live date of the new Vesta 911 equipment. Upon the expiration of the maintenance contract, AT &T & INCOG have the option to renew the lease maintenance agreement for an extended period if both parties agree upon an extension period. The replacement parts (for normal wear and tear) are covered during the 5 -year agreement and AT &T labor costs are also included in the AT &T Lease Maintenance /Warranty agreement. Customer damaged equipment will be billed to INCOG at time and material as this type of damage falls outside the coverage /warranty agreement. The Vendor Software Warranty covers software revisions and upgrades for the 5 -year period. Software upgrades that require additional hardware or hardware upgrades are not covered under this agreement. The customer will report all troubles to the AT &T 911 Service Assurance Center at (1.866.722.3911). Confidential Page 9 1/23/2019 v AT &T LAN POLICY AT &T maintains a strict policy ( "PSAP Network Security Policy ") that it will install 911 equipment only in a secure PSAP LAN, and only where such LANs are not connected to any other computer network outside of AT &T's control. AT &T will identify the demarcation point for the PSAP LAN, beyond which Customer agrees that AT &T is not responsible. In the event customer connects its PSAP LAN to any other computer network, contrary to AT &T's express PSAP Network Security Policy (which Customer acknowledges it has received and read), and the PSAP LAN is infected or damaged as a result of such actions, then all warranties, and maintenance and service provisions of this Agreement shall be null and void and AT &T disclaims any liability whatsoever relating to any PSAP LAN which Customer or its agents connect to any other computer network contrary to the PSAP Network Security Policy. Under such circumstances, AT &T will provide repair services for the PSAP LAN at Customer's request, which will be billed on a time and material basis at AT &T's then - prevailing rates. Customer further agrees to indemnify and save AT &T harmless for any damages to or claims by any third party against AT &T which arise in whole or in part from Customer's connection of the 911 equipment and /or services being provided hereunder to any LAN or any other computer network outside of AT &T's control, including without limitation the national CIC. Strict LAN policy requirements are intended to protect the integrity and security of the provided 911 CPE. Confidential Page 10 1123/2019 W_L vYitY' R ACG,EPTANGE CRITERIA, The installed 911 system will be considered accepted when INCOG / PSAP representatives and AT &T agree that the following criteria have been met: The installation shall be deemed complete when the 911 equipment is in an operating condition (go live state). The system will have the ability to answer (and Map calls where applicable) live 911 calls free of issues for 72 hours. Minor omissions not materially affecting system functionality shall be noted and shall be promptly remedied by AT &T. A. RELIABILITY - The quality and reliability of the system has reached a level of stability such that the new 911 system has been cut over and has been in constant use as the primary source of 911 call processing for 72 consecutive hours without malfunctions. Malfunctions shall be defined as any feature, network element, or other problem that affects recording of 911 calls. Malfunctions will be mutually agreed upon between the INCOG and AT &T. B. FEATURES -The system is providing all features and capabilities per the Scope of Work and associated executed contract. C. TRANSMISSION LEVELS - The quality and level of transmission will be consistent with published specifications of the system. D. EQUIPMENT INSTALLATION AND GROUNDING - All wiring, grounding, and interface equipment installation has been completed, and is in accordance with industry standards. E. TRAINING - The training program for PSAP call takers, supervisors, and system administrators has been satisfactorily completed with INCOG PSAP personnel. F. DOCUMENTATION - User documentation is completed and on file with the INCOG PSAP personnel. G. SERVICE CALL PROCEDURES - Procedures have been established and understood by INCOG PSAP personnel for the receipt and dispatch of AT &T service specific technicians. Confidential Page 11 1/23/2019 Customer Acknowledgment The customer, by signing below, indicates that the Statement of Work has been read and the terms outlined within have been accepted. This Statement of Work is part of AT &T's Product and Services Agreement. The customer understands that any work performed' outside of the Statement or work will be deemed billable work. Any questions concerning AT &T's responsibilities and the work to be done should be directed to the AT &T representative listed below. INDIAN NATIONS COUNCIL OF GOVERNMENT, OK 9 -1 -1 Signature Name (typelprint) Title (typelprint) Date Confidential AT &T Signature Todd Karl Name (typdprint) Account Sales Executive II — E911 Public Safety —AT &T Title (typelpnnt) Date Page 12 1/23/2019 PLEASE READ THIS IMPORTANT MESSAGE AT &T BUSINESS SERVICES AGREEMENT This AT &T Business Services Agreement ( "Agreement ") applies to the AT &T Services to which You subscribe, except for Services provided under (a) a Tariff; or (b) another agreement between You and AT &T (unless that other agreement references this Agreement)_ The Effective Date of this Agreement for any individual Service is the later of: (a) the date on which the withdrawal of a Tariff governing the Service becomes effective; or (b) the date on which You subscribe to or use the Service. When You apply for, subscribe to, or use the Service after the Effective Date, You are accepting the terms of this Agreement. If You do not agree with the terms of this Agreement, You must notify AT &T prior to the Effective Date to disconnect the Service. To disconnect the Service, You must contact AT &T by calling the number on Your billing statement or by using any other method designated by AT &T. You will be responsible for at( applicable charges Incurred prior to termination. AT &T TARIFFS, GUIDEBOOKS and SERVICE GUIDES, (COLLECTIVELY, THE "SERVICE PUBLICATIONS') AS MODIFIED FROM TIME -TO -TIME, ARE INCORPORATED BY REFERENCE HEREIN TO THE EXTENT EACH IS APPLICABLE TO THE SERVICE(S) PROVIDED UNDER THIS AGREEMENT, As IF THOSE DOCUMENTS ARE SET FORTH ORIGINALLY HERE. You agree that it is impractical for AT &T to provide here all of the terms and conditions, including rates and charges, that are set forth under those documents and that AT &T has acted reasonably in providing access to the Tariffs, Guidebooks and Service Guides as described in Section 1. THIS CONTRACT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. 1. DEFINITIONS Terms not otherwise defined in this Agreement have the following meanings a. "Agreement" means the terms and conditions set forth herein and in all incorporated documents b. "API" means an Application Program Interface used to make a resources request from a remote implementer program. An API may include coding, specifications for routines, data structures, object classes, and protocols used to communicate between programs. c. "AT &T, "the Company, "we," "our" and "us" means the affiliates and subsidiaries of AT &T Inc. that provide or may provide Services to You under this Agreement. In the Tariffs, Guidebooks and Service Guides, AT &T may be referred to as "the Telephone Company;' or "the Company." d. "Acceptable Use Policy" or "AUP" means AT &T's policy that applies in accordance with its terms to any Service or Service capability within its scope, as may be modified by AT &T from time -to -time, including, by way of example only, Services provided over or accessing the Internet or certain wireless data networks. The AUP is provided at att.com /aup and is incorporated by reference here as if originally set forth here. e. "Guidebooks" are those documents that contain the standard descriptions, pricing, and other terms and conditions for Services that were, but no Longer are, filed with regulatory commissions. You can find AT &T's Guidebooks at www.att.com /servicepubtications_ (In some jurisdictions, the Guidebooks may be called "Catalogs" or "Service Descriptions," "Price Lists" or "Terms of Service:') If You do not have access to the Internet, You may call an AT &T representative at the number that appears on Your billing statement for a copy of the Guidebook(s) that apply to Your Service(s). AT &T reserves the right to modify the Guidebooks from time -to -time by the methods described elsewhere in this Agreement; You should regularly review the Guidebooks for Your Service(s) to ensure You are familiar with the current controlling terms and conditions. f. "Service" or "Services" means the retail business services offered by AT &T pursuant to this Agreement. Commercial Mobile Radio Services (such as cellular or other wireless services) are not retail business services under this Agreement. A "Service Component" means an individual component of a Service. g. "Service Guides" are documents that contain the standard description, prices, and other terms and conditions for Services that are not contained in a Guidebook or a Tariff. You can find AT &T's Service Guides at www.att.com /servicepublications. If You do not have access to the Internet, You may call an AT &T representative at the number that appears on Your billing statement for a copy of the Service Guide(s) that apply to Your Service(s). AT &T reserves the right to modify the Service Guides from time -to -time by the methods described elsewhere in this Agreement; You should regularly review the Service Guides for Your Service(s) to ensure You are familiar with the current controlling terms and conditions. h. "Software" means software, including APIs, and all associated written and electronic documentation and data licensed by AT &T or a Third party to Customer. Software does not include software that is not furnished to You. i. "Tariffs" are documents that contain the standard descriptions, pricing, and other terms and conditions for Services for which a regulatory commission requires AT &T to file a Tariff. You will find AT &T's Tariffs at www.attcom /servicepublications. J. "You" or "Your" means the person or entity subscribing to the Service(s) provided under this Agreement, and its employees, directors, agents and representatives. 2. USE OF THE SERVICES AT &T will provide Services to You, subject to availability and operational limitations of systems, facilities and equipment. You may not resell the Services to third parties without AT &Ts written consent. You shall cause Users (anyone who uses or accesses any Service provided to You) to comply with this Agreement, and You are responsible for their use of any Services. You and all Users shall comply with all applicable state and federal taws and regulations. You are responsible for ensuring that all of the equipment You and Your Users use with a Service is compatible with the Services. You and any Users must comply with the AUP. If You desire to secure Your transmissions in connection with any of the Services, You must procure, at Your own cost, encryption software or other transmission protection. 3. ACCESS TO PREMISES; HAZARDS a. Access. On occasion, AT &T may need access to Your premises and /or other premises that are not under AT &T's control ( "non -AT &T locations ") to provide the Services. You agree to allow (or obtain permission for) AT &T to access all non -AT &T locations (other than public property) and equipment reasonably required to provide the Services. Access includes the ability to review information and the right to construct, install, repair, maintain, replace and remove access lines and network facilities, and to use ancillary equipment space within any building, necessary for Your connection to AT &T's network. You will furnish any conduit, holes, wire ways, wiring, plans, equipment, space; power /utilities, and other items required to perform installation of the Services, and obtain any necessary licenses, permits and consents (including easements and rights -of -way). b. Hazards. You shall ensure that all non -AT &T locations at which AT &T installs, maintains or provides the Services is a suitable and safe working environment, free of any substance or material that poses an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal, or release is regulated by any law related to pollution, protection of air, water, or soil, or health and safety. If AT &T encounters any such hazardous materials at a location, AT &T may terminate the affected Service or any affected Service Component, or suspend performance until You remove the hazardous materials. 4. EQUIPMENT & SOFTWARE a. The Services may include use of certain equipment owned, leased or controlled by AT &T that is located at non -AT &T locations ( "AT &T Equipment'). Title to the AT &T Equipment will not pass to You You must provide electric power for the AT &T Equipment and keep the AT &T Equipment physically secure and free from liens and encumbrances. You will bear the risk of loss or damage (other than ordinary wear and tear) to the AT &T Equipment. b. Software License. Software may be provided subject to the terms of a separate license between You and the licensor or the manufacturer. Your placement of an order for Software is Your agreement to comply with such separate agreement. Alt Software is provided "AS IS" without warranty of any kind. 5. PRICES; CHARGES; BILLING; PAYMENT AND CREDITS; CHANGES TO AGREEMENT a. Prices and Surcharges. You agree to pay AT &T for the Services at the prices and charges provided in the applicable Guidebook or Service Guide or Tariff, without deduction, setoff or delay for any reason. The prices do not include, and You agree to pay, all applicable taxes, regulatory and other surcharges, recovery fees, shipping charges, and other similar charges specified or allowed by any governmental entity relating to the sale, use or provision of the Services. Taxes and government surcharges will be in the amounts that federal, state, and local authorities require or permit AT &T to bill You. Unless a Service Publication specifies a different date, Your obligation to pay for a Service begins upon availability of the Service to You ( "Cutover "), b. Price Changes. AT &T reserves the right to, from time -to -time, change the price for a Service upon the following Notice: (i) the price of a Service may be decreased without further notice to You; (ii) AT &T will provide Notice to You of a Service price increase at least 30 days prior to the effective date of the price increase. If You do not disconnect the affected Service by the effective date of the price increase, You wilt be liable for the increased price. The methods of Notice are described in Section 5.d. below, and AT &T will select the method of Notice at its discretion or as required by taw or regulation. AT &T may, as required or as it feels necessary, provide Notice of a change in a tax or surcharge that wilt affect Your account. c. Changes Other Than Price. AT &T reserves the right to, from time -to -time, change the terms and conditions of this Agreement other than a change in price (including changes to documents incorporated by reference) upon at least 30 days 3 prior Notice of such a change. d. Notice. When Notice by AT &T is required, AT &T wilt provide Notice by one of the following methods, and AT &T shall solely determine at the time of the Notice which of the methods described here is appropriate: (i) posting the Notice on the AT &T website at or near the posting location of the relevant Tariff, Guidebook or Service Guide; or. (if) by bill insert or bill page message; or, (iii) by letter or postcard via U.S. Postal Service to Your bitting address; or, (iv) via a call to Your billed telephone number; or, (v) via an email to the email address You have provided. AT &T may determine that it is appropriate under certain circumstances to provide Notice of a particular change via more than one of these methods, however, such multiple Notice is not required at any time. Your continued subscription to, usage of, or payment for the Service after the effective date of any change for which You have received Notice wilt be deemed Your acceptance of the change(s). You must contact AT &T at the number shown on Your monthly billing statement prior to the effective date of the modification to discontinue the affected Service if You do not agree with the changes described in the Notice. YOU AGREE THAT NOTICE BY AT &T BY ANY OF THE ABOVE METHODS 15 SUFFICIENT. e. Billing. AT &T will determine the billing period and may change it from time -to -time and without Notice to You. CHARGES BEGIN TO ACCRUE AT THE START OF EACH BILLING PERIOD AND CONTINUE THROUGH THE FULL BILLING PERIOD. Monthly recurring charges will be billed in advance, and You will be billed pro -rata if the Service is installed or changed during the billing period. Usage based charges, such as those billed for calls, will be billed as used. For purposes of billing, calls will be rounded up to the next full minute for any fraction of minutes. FOR MONTHLY RECURRING CHARGES, YOUR FIRST BILL WILL INCLUDE CHARGES FOR THE PARTIAL MONTH IN WHICH CUTOVER OCCURRED AND ALL INSTALLATION CHARGES. Any mathematical error made by AT &T or any of its representatives does not constitute an offer and thus may be corrected or modified by AT &T. f. Payment and Disputes. Payment is due on the date specified on Your bill, or, as specified in the Tariff, Guidebook or Service Guide, whichever is later, or, if no date is specified, 30 days after the bill date. Restrictive endorsements or other statements on checks are void. AT &T may charge a late payment fee for overdue payments in an amount specified in the applicable Tariff, Guidebook or Service Guide, or, if no such rate is specified, at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law. AT &T has the right to also recover all costs (including attorneys' fees) for collecting delinquent or dishonored payments. g. Deposits, Credit Checks and Credit Limits. AT &T may require You to pay a deposit as a condition of providing Service. AT &T has the right to apply the deposit against any past due amounts at any time. You authorize AT &T to investigate Your credit and share information about You with credit reporting agencies. Based on Your credit worthiness as AT &T determines it, AT &T may set a credit limit on Your account at any time. If You exceed Your credit limit, AT &T may restrict Your access to a Service(s). h. Service Credits. If there is an interruption or failure of a Service caused solely by AT &T and not by You or a third party or for force majeure reasons described under Section 11.g., You may be entitled to a credit or credits as specified in the applicable Tariff, Guidebook or Service Guide. 6. TERMINATION AND SUSPENSION a. Insolvency; Material Breach. AT &T may discontinue providing You the Service(s) immediately upon notice to You if You become insolvent, cease operations, are the subject of a bankruptcy petition, or You have made an assignment for the benefit of creditors. You may terminate an affected Service for material breach by AT &T, and AT &T may terminate or suspend (and later terminate) an affected Service for material breach by You, if such breach is not cured within 30 days of notice. b. By You. You may terminate this Agreement by disconnecting all the Service(s) provided under this Agreement. To disconnect the Services You must contact AT &T at the number provided on Your bitl and take all reasonable steps required by AT &T to disconnect the Service(s). If You subscribe to multiple Services that are provided under this Agreement, if You disconnect some but not all of the Services, this Agreement remains in effect for those Services that are not disconnected. You are liable for all charges related to a Service until the Service is disconnected by You according to AT &T's standard practices. You may incur early termination charges pursuant to such provisions in the applicable Tariff, Guidebook or Service Guide. You may also incur termination charges in the event of a breach by You, including nonpayment for services. c. By AT &T. AT &T may terminate or suspend a Service if You: (i) fail to pay any charges when due; (ii) commit a fraud upon AT &T; (iii) utilize the Services to commit a fraud upon another party; (iv) unlawfully use the Services; (v) abuse or misuse AT &T's network or Services; or, (vi) interfere with another customer's use of AT &T's network or services. If You fail to rectify a violation of the AUP within 5 days after receiving notice from AT &T, then AT &T may suspend or terminate the affected Service. d. Withdrawal of Service. AT &T reserves the right to withdraw a Service upon reasonable Notice. e. Network Changes. AT &T reserves the right to temporarily suspend or interrupt Services at any time to make necessary changes in how we provide Services over our network and facilities to your premises. We will provide advance notice of these network changes to the extent required by this Agreement, applicable taw and regulation. in some cases, such changes in how we provide Services may require a technician to be dispatched to your premises to install new network equipment and transfer your service to the new network equipment in order to ensure you continue to receive such Services. The network equipment we install at your premises may require the use of your electrical power for the operation of our facilities. Where a technician visit is required, if you do not allow AT &T to install the new network equipment at your premises. your telephone service may be disconnected. f. Liable for Payment. If any Service is terminated or disconnected for any reason, You are responsible for all charges and fees through the date of disconnect. If any Service is disconnected prior to the rendering by AT &T of a billing statement, You may be liable for reimbursement to AT &T for time and materials, and any third party charges that were incurred by AT &T prior to the effective date of disconnect. g. Reinstatement. if You ask AT &T to reinstate a Service following a disconnection, cancellation or termination, AT &T may, in its sole discretion, require You to pay a deposit or other applicable charges, including installation charges in addition to all outstanding charges for the Service. 7. DISCLAIMERS OF WARRANTIES AND LIABILITY a. Disclaimer of Warranties. AT &T MAKES NO EXPRESS OR IMPLIED WARRANTY AND DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON - INFRINGEMENT OR THOSE ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. FURTHER, AT &T MAKES NO WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE CORRECTLY ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911). FURTHERMORE, AT &T MAKES NO WARRANTY REGARDING: (i) NETWORK SECURITY; (ii) THE ENCRYPTION EMPLOYED BY ANY SERVICE; (iii) THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR LOAD BALANCED; (iv) THAT AT &Ts SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO YOUR DATA; OR; (v) THAT SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE. AT &T 15 NOT LIABLE FOR ANY DAMAGES RELATING TO: (t) INTEROPERABILITY; (ii) ACCESS TO OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY YOU OR OTHERS; (iii) SERVICE DEFECTS; (iv) SERVICE LEVELS, DELAYS OR INTERRUPTIONS UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT: (v) ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS); (vi) LOST OR ALTERED TRANSMISSIONS NO UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF YOUR OR OTHERS' APPLICATIONS, CONTENT, DATA, NETWORK OR SYSTEMS. b. Limitation of Liability: AT &T'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF THIS AGREEMENT AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL NOT EXCEED THE APPLICABLE CREDITS SPECIFIED IN THE SERVICE PUBLICATION OR, IF NO CREDITS ARE SPECIFIED, AN AMOUNT EQUAL TO THE TOTAL NET CHARGES TO YOU FOR SERVICE TO WHICH THE CLAIMED DAMAGES RELATE DURING THE PERIOD IN WHICH SUCH CLAIMED DAMAGES OCCUR AND CONTINUE. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT &T. THIS LIMITATION WILL NOT APPLY TO BODILY INJURY, DEATH OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY AT &T'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. c. Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. d. Survival and Applicability. These disclaimers and limitations of liability will apply regardless of the form of action, whether in contract, tort, strict liability or otherwise and whether damages were foreseeable. These disclaimers and limitations of liability will survive failure of any exclusive remedies provided in this Agreement. 8. Arbitration AT &T and You ( "We ") agree to resolve all disputes between us through binding arbitration administered by the American Arbitration Association ("AAA:') under its Commercial Arbitration Rules, as modified by this provision. This agreement to arbitrate is broad, and includes disputes of any type between AT &T (including its subsidiaries, affiliates, agents, predecessors, successors, and assigns) and You (including authorized or unauthorized users /beneficiaries of services or devices) under this or prior agreements. WE AGREE THAT WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY, TO PARTICIPATE IN A CLASS ACTION, OR TO SEEK REMEDIES BEYOND THE EXTENT NECESSARY TO PROVIDE INDIVIDUALIZED RELIEF TO, AND AFFECTING ONLY, AT &T OR YOU ALONE. WE AGREE NOT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED OR DE FACTO CLASS OR REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF THE GENERAL PUBLIC. Except for matters relating to arbitrability or to the scope and enforceability of the arbitration provision or the interpretation of the Limitations on class, representative, private attorney general, and non- individualized relief, all issues are for the arbitrator to decide. A party seeking arbitration must first send to the other, by certified mail, a written Notice of Dispute ( "Notice "). Notice to AT &T must be addressed to: Office of Dispute Resolution, AT &T, 1025 Lenox Park Blvd., Atlanta, GA 30319 ( "Notice Address`). The Notice must (a) describe the basis of the claim or dispute; (b) describe the specific relief sought ( "Demand "); and (c) provide Your AT &T account number. If We do not resolve the claim within 30 days after receipt of the Notice, either of Us may commence an arbitration. The amount of any settlement offer made by AT &T or You shall not be disclosed to the arbitrator until after the arbitrator determines the amount of any award on the merits. Unless We agree otherwise, any arbitration hearings will take place in the county of Your billing address. AT &T will pay all AAA filing, administration, and arbitrator fees for a claim brought by AT &T or for a claim or Demand valued at up to $25,000 brought by You. If the arbitrator finds that Your claim or Demand is frivolous or is brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of fees will be governed by the AAA rules and You agree to reimburse AT &T for fees already paid by AT &T that are Your obligation under the AAA rules. If You complied with the notice procedures above; the value of Your claim or Demand is $25,000 or Less; and the arbitrator awards You an amount greater than the value of AT &T's Last written settlement offer made before an arbitrator was selected (or any amount if AT &T made no offer), AT &T will: • Pay You the award or $10,000, whichever is greater ( "Alternative Payment "); and • Pay Your attorney, if any, the amount of attorneys' fees and expenses (including expert witness fees and costs) that Your attorney reasonably accrues for investigating, preparing and pursuing Your claim in arbitration (Attorney Award "). The arbitrator may rule on the payment of fees, expenses, and the Alternative Payment and Attorney Award during the proceeding and within 14 days after his /her final ruling on the merits. In assessing whether the award Is greater than the value of AT &T's last written settlement offer, the arbitrator may consider only those attorneys' fees or expenses that You incurred through the date of Your Notice and which had been awarded to You. You may also recover attorneys' fees and expenses under applicable law, but You may not recover duplicative awards of attorneys' fees or expenses. This Agreement evidences a transaction in interstate commerce, and the Federal Arbitration Act governs. This arbitration provision survives termination of this Agreement. As the exclusive alternative to arbitration, AT &T or You may commence an individual action in Small Claims Court. If a court rejects enforcement of any of the limitations on class, representative, private attorney general, or non - individualized relief as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. Notwithstanding any provision in this Agreement to the contrary, We agree that if AT &T makes any future change to this arbitration provision (except a change to the Notice Address) during Your Service Commitment, You may reject any such change by sending AT &T written notice within 30 days of the change to the Notice Address. By rejecting any future change, You agree to arbitrate any dispute in accordance with the language of this provision. If You are located in Puerto Rico, in addition to pursuing arbitration in accordance with this provision, You may notify the Telecommunications Regulatory Board of Puerto Rico of Your grievance. Mail: 500 Ave. Roberto H. Tood (Parada 18), San Juan, Puerto Rico 00907 -3941; Phone: 1- 787- 756 -0804 or 1- 866 - 578 -5500; Online: jrtpcgobierno.pr. 9. THIRD PARTY CLAIMS a. By AT &T. AT &T agrees at its expense to defend or settle any claim against You and to pay all compensatory damages finally awarded against You where the claim alleges that a Service infringes any patent, trademark, copyright, or trade secret, except where the claim arises out of: (i) Your or a User's content; (ii) modifications to the Service by You or third parties, or combinations of the Service with any services or products not provided by AT &T; (iii) AT &T's adherence to Your written requirements; or (iv) use of the Service in violation of this Agreement. AT &T may at its option either procure the right for You to continue using, or may replace or modify, the alleged infringing Service so that the Service becomes non- infringing, or failing that, to terminate the Service without further liability to You. b. By You. You agree at Your expense to defend or settle any claim against AT &T, its affiliates, and its and their employees, directors, subcontractors, and suppliers, and to pay all compensatory damages finally awarded against such parties where: (i) the claim alleges that a Service infringes any patent, trademark, copyright or trade secret, and falls within the exceptions under Section 9.a (i) - (iv) above; or (ii) the claim alleges a breach by You or any User of a Software license agreement. c. AT &T's obligations under Section 9.a. shall not extend to actual or alleged infringement or misappropriation of intellectual property based in whole or in part on Software. 10. IMPORT /EXPORT CONTROL You, not AT &T, are responsible for complying with import and export control laws, conventions and regulations for ail equipment, software, or technical information You move or transmit between countries using the Services. 11. GENERAL PROVISIONS a. Confidentiality and Privacy. Each party is responsible for complying with the privacy laws to which it is subject and will not disclose any confidential information pertaining to the other unless required to do so under applicable law or regulation. Until directed otherwise by You in writing, if AT &T designates a dedicated account representative as Your primary contact with AT &T, You authorize that representative to discuss and disclose Your customer proprietary network information to any employee or agent of Yours without a need for further authentication or authorization. b. Independent Contractor Relationship. Each party is an independent contractor. Neither party controls the other, and neither party nor its Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party. c. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. AT &T may (i) assign in whole or relevant part its rights and obligations under this Agreement to an affiliate, or (ii) subcontract work to be performed under this Agreement, but AT&T will in each such case remain financially responsible for the performance of such obligations. d. Limitations. Any claim or dispute arising out of this Agreement must be filed within 2 years after the cause of action arises and the parties waive any statute of limitations to the contrary. e. Third Party Rights. This Agreement does not provide any third party (including Users) any remedy, claim, liability, cause of action or other right or privilege. I. Governing Law. The law of the State of the bitting address of Your Service shall govern this Agreement except to the extent that such law is preempted by or inconsistent with applicable Federal Law. This Agreement is limited to Services provided in the United States. g. Force Majeure. The Company shall not be liable for any loss or damage, delay, or failure in performance of any of the services or facilities furnished by the Company from causes beyond the Company's control, such as fire; flood; lightning; earthquakes; power failures or blackouts; severe weather; explosions; wars or armed conflicts; national, state or local emergencies; civil disobedience shortage of labor or materials, tabor disputes, strikes, or other concerted acts of workers (whether of the Company or others); embargoes; acts of God; acts of terrorism, or acts of vandalism or acts otherwise known as -Force Majeure.". h. Entire Agreement. This Agreement (which may include any other signed (including e- signed) agreement with AT &T that incorporates this Agreement by reference) constitutes the entire agreement between AT &T and You concerning the Services and supersedes all other written or oral agreements. This Agreement may only be modified as set forth above, and in no case can be modified or supplemented by any other written or oral statements, proposals, service descriptions or purchase order forms. L Severability. If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement remains enforceable. The foregoing does not apply to the prohibition against class or representative actions that is part of the Arbitration provisions above; if that prohibition is found to be unenforceable, the Arbitration clause (but only the Arbitration clause) shalt be null and void. j. Priority of Terms of Signed Agreements. if You have another signed (including e- signed) agreement with AT &T that incorporates this Agreement by reference, the terms of that signed agreement shalt have priority over the terms in this document, without regard to the fact that this document has been incorporated into an attachment to that agreement. k. Priority of This Agreement and Incorporated Documents. Subject to Section 11.j. above, in the event of a conflict between the terms and conditions of this Agreement, the terms and conditions of a Guidebook, the terms and conditions of an applicable Service Guide or the terms and conditions of a Tariff, the following order of priority (descending) will be applied to determine which terms and conditions control: Tariff; Guidebook; Service Guide; and then this Agreement. BSA DB 07.01.2017 sd 011 eople -R IC 51., R EAL Community TO: The Honorable Mayor and City Council FROM: Michele Dempster Human Resources SUBJECT: City Manager Contract and Evaluation Process City Attorney Contract and Evaluation Process DATE: March 8, 2019 CITY MANAGER CONTRACT AND EVALUATION PROCESS: In June 2017, the City Council and the City Manager entered into a two year contract, continuing Mr. Lehr's position as City Manager, a position he has held since 2014. The City Council has a long -term practice of conducting an annual evaluation with the City Manager. In previous years, the evaluation process involved working with Greenwood Performance as an outside source for conducting the evaluation. Over the years, different improvements have been made to the City Manager evaluation process; the most significant change was made last year with a complete revamping of the online evaluation completed by the directors and the City Council. In an effort to continue improving this process, a change to eliminate the involvement of an outside party in the evaluation process is being proposed. Staff believes it simplifies the process, and provides clearer feedback to the City Manager (as opposed to feedback routed through a third -party who is not as familiar with the day -to -day operations of the organization). The evaluation would continue to include the three online evaluations utilized last year: • An anonymous online evaluation completed by the Directors, with a self - evaluation completed by the City Manager. This evaluation would be solely for the City Manager. • An online evaluation completed by the City Council, with a self - evaluation completed by the City Manager. • And a City Manager self - evaluation addressing current goals, future goals, obstacles, and achievements. TIMELINE: Staff will initiate the online evaluation process in April and schedule an Executive Session to discuss the evaluation and contract renewal with the City Manager during the May 14th Work Session. Prior to the May 14th Executive Session, the City Council will receive the results from the City Council online evaluation along with the comparison of differences between the City Council's average assessment and the City Manager's Self- Assessment. The City Council will receive the City Manager's self - evaluation addressing goals and accomplishments during the Executive Session discussion. The City Manager is currently at the end of a two -year contract. This timing would allow City Council the opportunity to discuss a contract renewal prior to June 30th. While no action is required for this item, the purpose is to provide an overview of the process and give the City Council the opportunity to provide feedback and input. CITY ATTORNEY CONTRACT AND EVALUATION PROCESS: The contract between the City and the City Attorney expires June 30, 2020. An Executive Session will be placed on the May 14th City Council agenda to review and discuss the City Attorney's evaluation and contract ratification. Prior to May 14 +h, the City Council will be provided questions to guide performance evaluation discussions between the City Council and the City Attorney. This timing will allow the City Council the opportunity to discuss ratification of the second year of the City Attorney's contract prior to June 30th.