MAYOR PAMNI HENDERSON COMMISSIONERS ScorrI DAVIS DAVIDGRIGGS BOB PELLETIER KENNETHAYERS.JR ASHLEY ROBYCK, CITYCLERK  CAL  CITY OF CALLAWAY BOARD OF COMMISSIONERS TUESDAY,NOVEMBER 19,2024-6:00P.M. CALLAWAY. ARTS & CONFERENCE CENTER 500CALLAWAYI PARK WAY CALLAWAY,FL 32404 KEITH"EDDIE" COOK, CIrYI MANAGER REGULAR MEETING AGENDA  LORID KEVIN OBOS, CITY ATTORNEY  CALL TO ORDER ROLL CALL PRESENTATION  INVOCATION & PLEDGE OF ALLEGIANCE  Presentation Discussion  BCSO-October Statistics Berthe Bridge  Deputy Kip McKenzie  MAYOR'S INSTRUCTIONS - Call for Additions/Deletions to the. Agenda.  PUBLIC PARTICIPATION  Speakers must come to the podium to bel heard. Comments are limited to three (3) minutes.  Public Participation will be heard at the end of Commission discussion. for each item and at the end of the meeting for non-agenda items.  APPROVAL OF MINUTES  October 22, 2024 PUBLICHEARING 1. Ordinance 1106 2. Resolution 24-21  Regular Meeting  Rezoning- 5206 Collins Street FY2023/24 Final Budget Resolution  REGULAR AGENDA 3. Ordinance 1107 4. Contract Approval 5. Memorandum ofUnderstanding 6. - Plat Review 7. Task Order Amendment  Rezoning- 157 Larry Drive FlexNet Software as a Service Agreement Reimbursement for Comprehensive Plan East Bay Park DRMP- CEI Berthe Bridge  COMMISSIONSTAEE COMMENTS PUBLICPARTICIPATION ANNOUNCEMENTS    All meetings will be held at the Callaway Arts & Conference Center, 500 Callaway Park Way,  Callaway, FL, unless otherwise noted.  December 2, 2024 Planning Board Meeting (Potential) December 6, 2024 Christmas in Callaway December 10, 2024Commission Meeting  6:00 p.m. 6:00 p.m. 6:00 p.m.  ADJOURNMENT  RNlNPehk Ashley Robyck City Clerk  PURSUANT TO FLORIDA STATUTE 286.0105: Any person. who decides to appeal any decision made at a meeting(s) announced in this notice with respect to any matter considered ats such meeting(s) will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. Any person requiring a special accommodation at this meeting because of a disability or physical impairment should contact Callaway'sCity Clerk, at 6601 E. Highway 22, Callaway, FL 32404; or by phone at (850) 871- Ifyou are hearing or speech impaired, and you possess TDD equipment, your may contact the City Clerk using the Florida Dual Party  6000 at least five calendar days prior to the meeting.  Relay System, which can be reached at 1-800-955-8770 (Voice) or 1-800-955-7661 (TDD).    BAY COUNTY SHERIFF'S OFFICE Sheriff Tommy Ford  MONTHLY ACTIVITY LIST September 2024 31 52 1,083  Accidents: Arrests: Calls for Service:  Citations: Miles Patrolled: Traffic Stops:  131 26,950 163  2024 ANNUAL TOTALS  12-Month Annual Monthly 398 40 682 68 12,055 1,206 1,774 177 267,185 26,719 2,119 212  Jan Feb Mar April May June July Aug Sept Oct Nov Dec Totals Average  Accidents Arrests Calls for Service Citations Miles Patrolled Traffic Stops  37 34 46 36 43 38 46 42 45 31 64 71 61 70 65 71 82 78 68 52  1,320 1,176 1,238 1,175 1,247 1,197 1,203 1,208 1,208 1,083 62 198 267 139 155 192 220 235 175 131 27,413 25,315 26,451 26,918 25,922 24,659 28,262 28,856 26,439 26,950 207 225 277 150 164 228 252 258 195 163        CITY OF CALLAWAY BOARD OF COMMISSIONERS REGULAR MEETING MINUTES OCTOBER 22, 2024-6:00P.M.  The City of Callaway Commission met in a Regular Session on October 22, 2024. In attendance were Pamn Henderson, Mayor, David Griggs, Mayor Pro tem, and Commissioners Bob Pelletier, Scott Davis, and Kenneth Ayers. Alsoi in attendance were Eddie Cook, City Manager, Kevin Obos, City Attorney; Ashley Robyck, City Clerk; David Schultz, Director of Finance; Bill Frye, Director of Public Works/Planning; The meeting was called to order by Mayor Henderson, followed by the Pledge of Allegiance and roll call.  and David. Joyner, Fire Chief.  MAYOR'S INSTRUCTIONS- Call for Additions/Deletions to the Agenda.  City Manager Cook would like to add Gouras Contract Extension for Grant Disaster Recovery to  the agenda, a no-cost extension.  Motion: unanimously.  Motion made by Commissioner Davis and seconded by Commissioner Griggs to approve the addition of Gouras Contract Extension for Grant Disaster Recovery to the agenda. Motion carried  APPROVAL OF MIINUTES October 8, 2024, October 15,2024 Financial Statements  Regular Meeting Special Meeting September 2024  City Clerk Robyck advised that at the beginning oft the minutes for October 8, 2024, it states "met in session on Tuesday, September 24, 2024" but should say "October 8, 2024." She advised this has been Commissioner Ayers asks that the Special Meeting Minutes show for the record he specifically asked for  updated in the official minutes.  the cleanup boxes and an overall cleanup of the parcel to be done.  Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Pelletier to approve the minutes of  October 8, 2024 and October 15, 2024, as amended. Motion carried unanimously.  City of Callaway Regular Meeting Minutes October 22, 2024  Page 1    REGULAR AGENDA  Ordinance 1106- Rezoning 5206 Collins Street, 1** Reading City Attorney Obos read the Ordinance as follows:  AN ORDINANCE REZONING FROM RESIDENTIAL R-8 TO RESIDENTIAL R-6 THAT CERTAIN PARCEL OF LAND LYING WITHIN THE CITY OF CALLAWAY, FLORIDA, CONTAINING APPROXIMATELY .32 ACRES; LOCATED AT! 5206 COLLINS STREET; PARCEL ID 24878-000-000; ALL AS MORE PARTICULARLY DESCRIBED IN THE BODY OF THE ORDINANCE; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFUICTHEREWITH: AND PROVIDING THATTHIS ORDINANCE  SHALL TAKE EFFECT IMMEDIATELY UPON ITS PASSAGE.  Bill Frye, Director of Public Works/Planning reviewed the rezoning request.  Derek Schwinn, Hagin Drive - advised that he wants to help with affordable housing and would need to Commissioner Pelletier advised he has been down there and believes it will be an improvement.  split the property to do that.  Mayor Henderson called for Public Participation, there was none.  Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Pelletier to approve Ordinance 1106- Rezoning 5206 Collins Street 1. The motion carried 4-1 upon roll-call vote with Commissioner  Davis voting in opposition.  Plat Review- Harvey Heights, Parcel ID 24506-000-000 Director Frye reviewed the Plat Review. Commissioner Pelletier asked ifit was a single family. Commissioner Griggs asked who would maintain the pond area. Director Frye stated it's thel HOA's responsibility. Commissioner Davis asked where the HOA office will bel located.  Director Frye confirmed.  Director Frye informs that the HOA is an entity of the residents oft the area.  Mayor Henderson called for Public Participation, there was none.  Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Pelletier to approve thel Plat  Review ofH Harvey Heights. The motion carried unanimously. City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 2    Development Order Extension- Tyndall Town Apartments  City Manager Cook informs this item was tabled last meeting & turns the floor over to Public Works Director Frye turns it over to the engineering director of Panhandle Engineering, Jim Slonina.  Director, Bill Frye  Jim Slonina, Panhandle Engineering reviewed the request to extend the development order.  Commissioner Ayers asks how long of an extension. Mr. Slonina informs 2 years.  Commissioner Griggs asks ift that is 2 years after the initial order.  Mr. Slonina replies with yes, all the plans are done and there has been an active effort on this  project.  Commissioner, Ayers thanks Mr. Slonina for coming.  Commissioner. Pelletier expresses concern that ground has still not been broken for this project. Mr. Slonina relays his perspective on the delay is not because plans aren'tready and would appreciate the consideration of the State of Emergency 2-year extension. Commissioner Pelletier states according to their City Attorney, the city does not have a choice. City Attorney Obos replies, referring to the question at the last meeting of, why Panhandle Engineering waited till the last minute for the extension, which Obos continues to inform the Commission that they have 90 days to use the Statute, meaning they have till December 30th. Mr. Slonina advised they are looking for the right kind of businesses to goi into the space.  Commissioner Griggs then asks ift there are any plans for businesses. Mayor Henderson called for Public Participation, there was none.  Motion: inc opposition.  Motion made by Commissioner. Ayers and seconded by Commissioner Griggs to approve the Development Order Extension for Tyndall Town Apartments. Thei motion carried 4-1 with Commissioner Pelletier voting  Task Order- CEI Gorel Park Community Center  City Manager Cook states the bid packet is ready, however, recommends the Commission move forward with a CEI to oversee instead of using staff time and to make sure everything is happening correctly. Currently budgeted $300,000 for this project and the CEI would be just under $15,000. Commissioner Griggs states the engineers, Panhandle Engineering. costs $13,000 and does not know what City Manager Cook asks City Clerk Ashley Robyck to send out the specs and describe renovation Commissioner Pelletier thinks staff should be able to oversee without hiring a CEI for a small project. City  they came up with. plans.  Manager Cook advised.  City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 3    Commissioner Griggs states that iti is not a big building, we paid for engineering why would engineers not City Manager Cook advised that the Commission pulled CEI out when plans were negotiated. City Manager Cook believes iti is structurally sound but with bidding out for a contractor, there are  follow up and do this?  Commissioner Ayers asks ifti the building is structurally sound. al lot of potential unknowns about the building.  Commissioner. Ayers wonders if the building needs al before and after inspection.  City Manager Cook reiterates the building is fine, the engineers made sure of that, and this project Commissioner Pelletier suggests that by bringing this up again, City Manager Cook is implying the city  is just an update.  cannot trust the bid-rewarded contractor to do a simple renovation. City Manager Cook states thati is not what he was implying.  Commissioner Griggs states the engineers looked over the building and made the plans on what needs to bei remodeled and ifthati is shown in the plans, and something later comes up that is not shown int the plans Commissioner Griggs goes on further to say that even though we (the city) are not engineers, we will be City Manager Cook states he does not know, he simply wanted to bring it up one last time before going out for bid; stating you can call this a safeguard for staff, bringing it up but the city will do Commissioner Pelletier asks ift the city will hire al building maintenance person who is in charge oft things like electrical, like how it was done a couple of years back, is that person/position in] Leisure Services still  made prior, would that bet the responsibility of the contractor doing it?  City Manager Cook replies yes.  monitoring it and asks ifthisi is a "catch us ify you can" situation with the contractor.  its best to make sure everything is done properly.  working with us? Where did that position go?  City Manager Cook states that person no longer works for the city. Commissioner Pelletier states the position should still be there. involved in anything electrical, just general maintenance. Commissioner Griggs asked ifa permit would be created for this project. City Manager Cook replied that the contractor would.  City Manager Cook replies stating there is a maintenance person with the city, but they are not Commissioner Pelletier states that many: years ago when the position was created, iti involved electrical. Commissioner Griggs states that in that case multiple permits will need to be made and EPCI willl be doing City Manager Cook states that he is perfectly fine not using a CEI, and that again, he just wanted  the inspection.  to ask one more time.  Mayor Henderson called for Public Participation, there was none.  Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Griggs to approve the Task Order.  The motion failed unanimously.  City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 4    Change Order- Berthe Bridge Change Order #2 City Manager Cook reviewed the change order.  Mayor Henderson asks ift this will be the final thing as far as we know. checking quantities to make sure all other specs are correct. Commissioner Pelletier asks how they missed approx. 8-10 loads ofc concrete?  City Manager Cooks agrees saying, as far as we know. They have been going through double-  Commissioner Davis asks if they were given bad plans and suggests filing a lawsuit against the architect. Commissioner Pelletier states this is too much tax dollars and that he understands they' re given an estimate, but 61 cubic yards is beyond an estimate. Wants tol know where the funds are coming from. Financial Director, David Schultz, states it would come from the infrastructure tax. Commissioner Pelletier asks to table this item until the engineer can come speak at a meeting. Commissioner Griggs asks iftabling this item will push it back another 2 weeks. City Manager Cooks replies they can'tbuild the bridge without concrete.  Commissioner Pelletier states they aren'teven close to being ready for concrete. City Manager Cook informs the Commission oft their progress. Mayor Henderson informs the Commission their next meeting is longer than 2 weeks because  ofthe Vietnam Memorial Wall being on site.  Mayor Henderson asks ifa Special Meeting needs to be made for this item.  Commissioner Pelletier brings up the $84,000 cost and asks when will the city hold the engineers  accountable for what they do?  Commissioner Ayers adds that $20,000 of the cost is fort the railing.  Commissioner Pelletier states he is aware and corrects himself by saying $64,000, reiterating his questions when will the city hold these engineers accountable, asking City Attorney Obos states they can look into ita and see what the facts are. City Manager Cooks states the facts are we would be paying for this amount even ifit  City Attorney Obos ift there is anything legal that can be done. were calculated, this is not tallying labor, just concrete.  Commissioner Griggs mentioned at the last meeting the roadways could potentially be opened by November 11th and if we don'tapprove the concrete, there willl be even: more ofa delay.  City Manager Cook states this change order is with the construction company, not the engineer. Commissioner Griggs states he's not asking about the engineer, but the concrete and City Manager Cook makes it known he does not represent any of these companies, but this is going to have to get paid no matter what. He understands the frustration that someone made a mistake somewhere, but the bridge needs to get done and cannot continue without concrete because ifthis doesn't get paid for, the construction company would probably. just wait. But whether it was in the contract or not, somewhere down the line we would have to pay for this amount of concrete, it just ended up being not included in the bid estimate.  when is the road going to get going.  Commissioner Griggs asks what would be gained by having a Special Meeting, and stresses how he wants Mayor Henderson and City Manager Cook say that is a City Attorney question because this item  the bridge open and not to wait weeks for a regular meeting.  is tabled.  City of Callaway Regular Meeting Minutes October 22, 2024.  Page 5    City Attorney Obos states a Special meeting can be called ify you want to talk with the  engineer sooner.  Commissioner Pelletier asks what legally can be done because the costs of concrete are more today than it City Manager Cooks asks Commissioner Pelletier if the price of concrete was given to them at the same rate two years ago. But informs the Commission the change orderi is based on the bid price, which means iti is not costing the city more now than it would two years ago. City Attorney Obos states that the real question is can the city pursue the engineer for these damages, which is a separate issue, but at least could investigate the contract for the next meeting.  was two years ago.  Commissioner Pelletier- Motion to table withdrawn. Mayor Henderson called for Public Participation,  Paul Bohac, 70101 Mike Lane - 22.6 cubic yards and 15 cubic yards of concrete found to be useless could that be part oft the 61.5 cubic yards because it was replaced, they were unsuitable could that be part oft the  measurements? Motion:  City Manager Cook states it was not and the CEI is very on top ofit.  Motion made by Commissioner Griggs and seconded by Commissioner Ayerst to approve the Change Order  for Berthe Bridge. The motion carried unanimously.  Contract Approval- Beacon Point Demo Agreement  City Manager Cook addressed the agreement for the demolition of the outparcel for Beacon Point Plaza, City Attorney Obos advised the end of3B "open vegetation" should not be in the sentence.  Commissioner Pelletier asked where the money was coming from for the demo and how the city would be City Attorney Obos advised this project is treated like a normal voluntary nuisance cleaning. We keep track of labor and equipment, and Bonnie would send it to the property owner and ifit is not paid, a  reimbursed.  lien gets placed. In this case, the developer would pay out-of-pocket fori it.  City Manager Cook advised the demolition is separate from the grant. City Attorney Obos states iti is and reads it out loud.  Commissioner Pelletier suggests that what City Attorney Obos said should be int the agreement. Commissioner. Ayers advised they have cleaned out underneath the old Goodwill building and that hei is Commissioner Pelletier advised this is for the outparcel only, close to Hwy 98, not the large building in  impressed with the speed ofit.  the back.  Mayor Henderson called for Public Participation.  Karen Custer, 2161 Lannie Rowe Drive - asked about salvage and who gets that. City of Callaway Regular Meeting Minutes October 22, 2024.  Page 6    City Manager Cook advised that anything salvage goes into the city's general fund.  Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Davis to approve the Beacon Point  Demo Agreement. The motion carried unanimously.  Contract Approval- Beacon Point Matching Funds  City Manager Cook advised this is for the grant oft the rebuild of Beacon Point Plaza and that it is not a requirement to have a contract because iti is all covered ini the grant, but the grant is vague on how the money is handled and the city would like to go into a detailed agreement on how the money is handled. This is a safeguard to track how the money is used. This is also currently under review by the state and has been since. July. Last week the State was contacted to inform them they will not move forward until  there is contract approval from them.  Commissioner Pelletier asks if was it not required in the grant agreement?  City Attorney Obos addressed stating he thought that, but when reading it, there was nothing Director Schultz states just like with any other grant money, the city will pay, and we give the invoices over to the contractor and they reimburse the city back immediately. City Attorney Obos states the agreement hei is reading was drafted in. July.  specifying in detail how the money is handled.  Commissioner Pelletier says that is not what the agreement.  Commissioner Pelletier expresses concern for being a collector ofaj project and hope the city will get Director Schultz informs the Commission there has to be proof of funds beforehand.  paid.  Commissioner Pelletier states he understands there needs to be proof off funds, but what if  they do not pay?  City Attorney Obos and City Manager Cook state that an agreement is signed that they will pay, and the developer has to spend their money first before the grant money can be used, ifthey do not pay they do Commissioner Pelletier asks how long they have to reimburse the city because it doesn'tsay in City Attorney Obos states that what is in the agenda packet is before the revision.  not get profit.  the agreement.  Director Schultz describes how the grant process works; stating when the city receives an invoice, the payment has to go through the city. Once the bill is paid, the proof of payment is sent to the contractor,  who then will pay the city back and state that is the way all CBDG grants work. Commissioner Pelletier states this is not a CBDG grant.  Director Schultz states it is part oft that grant and that we will get reimbursed for the 1.1 million that is the developer'sportion, and the city will continue to spend and get  reimbursed from the State through the grant portal.  Commissioner Pelletier suggests tabling the item since he does not have the revised agreement.  City Attorney Obos states the only revision was in that paragraph (paragraph 2), which specifies the developer must provide proof ofi funds through a locally operated banking institute through a  form acceptable by the city and reimburse the city immediately. Commissioner Pelletier asks what is immediate. City Attorney Obos says within the week.  City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 7    City Manager Cook states the revised agreement was emailed. City Manager Cook informs it was emailed that afternoon. Commissioner Pelletier states he assumed it would be in their agenda book. why he printed out al hard copy for the meeting to compare. Mayor Henderson asks Commissioner Pelletier if he wants to table thei item. Commissioner Pelletier says to move on with it.  Commissioner Griggs acknowledges that the email replaces what was puti in the book, which is  Mayor Henderson called for Public Participation million. What happened to that?  Anna Pelletier, Shadow Bay Drive - In 2021 City Manager stated that the owner was going to put up 4 That was the original conversation for thei insurance proceeds which were inaccurate, and the Karen Custer, 2161 Lannie Rowe Drive - When someone wants to table an item, you must stop talking and Paul Bohac, 70101 Mike Lane - Does the city have any involvement in Beacon Point construction? City Attorney Obos states we are bidding out construction and hiring a constructor.  grant reflects as much as the State would give and they had toi follow the grant rule.  have no further discussion, and this has happened twice. Reword the first sentence of paragraph 4 ifnot.  Commissioner Pelletier advised this is not insurance money, iti is going to take years for this to be done.  Motion:  Motion: made by Commissioner. Ayers and seconded by Commissioner Griggs to approve the Beacon Point  Matching Funds Agreement. The motion carried unanimously. Gouras Contract Extension for Grant Disaster Recovery  City Manager Cook advised we approve a no-cost one-year time extension to allow Gouras to finish their four grant projects, Beacon! Point, the lift stations, Hugh Thomas & Sandy Creek because their contract with the city is about technically up, so this will allow them to finish till the end. Paid for through the  grants.  Mayor Henderson called for Public Participation  Brad Custer, 216) Lannie Rowe Drive - The wording says one year or till complete which suggests it City Attorney Obos states they need to finish their task orders sO once they're complete. City Manager Cooks states thei intent was to read as one year and did not see the extra verbiage, but because it needs to be completed, it should be changed to until completed.  could be longer than ay year.  City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 8    Motion:  Motion made by Commissioner Ayers and seconded by Commissioner Griggs to approve the Contract  Extension until project completion. The motion carried unanimously.  COMMISSIONSTAFF COMMENTS- -1 The following were points of discussion:  Pamn Henderson, Mayor  Funday at Callaway Elementary Next Commission Meeting date Scott Davis, Commissioner, WardI Hampton Inn update City of Callaway signs Issues with Fire Truck David Griggs, Commissioner, Ward II Road striping BayWay  Update on property on Hwy 22 and Kimbrel Ave. Update on N. Kimbrel Ave tying into the new parkway  Bob Pelletier, Commissioner, Ward II  Employee Christmas Party would like to use a restaurant in Callaway  Fencing issues Brittany Woods parking lot paving Solid waste bids update Engine 2 issues. Chief. Joyner addressed Seneca Ave sign on Hwy 22 isi missing Kenneth Ayers, Commissioner, Ward IV  Apologized for missing Funday at Callaway Elementary  Events Attended Meetings with City Manager Beacon Point Clean-up Callaway Point Street improvements  Eddie Cook, City Manager Berthe Bridge Update Dog Park update Parker Median bid update Cherry Street update  The street department began work on the Cemetery. Hugh Thomas Drive & Sandy Creek scope amendment update  City of Callaway Regular Meeting Minutes October 22, 2024.  Page 9    PUBLICPARTICIPATION  Anna Pelletier, 7724 Shadow Bay Drive - stated she has had three citizens ask her to ask the Commission  fora at tree giveaway. Mayor Henderson addressed.  ANNOUNCEMENTS  Mayor Henderson read the announcements as follows:  November 11, 2024 November 19, 2024  Veteran's Day Event Commission Meeting  10:00 a.m.-2 p.m. 6:00 p.m.  ADJOURNMENT  There being no further business, the meeting was adjourned at 7:49 p.m.  Attest:  Ashley Robyck, City Clerk  Pamn Henderson, Mayor  City of Callaway Regular Meeting Minutes - October 22, 2024.  Page 10    Agenda Item #  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19, 2024  ITEM: ORDINANCE No. 1106 - REZONING OF PROPERTY AT 5206 COLLINS STREET. (2ND READING)  1. PLACED ON AGENDA BY: EDDIE COOK, CITY MANAGER  2. AGENDA: PRESENTATION PUBLIC HEARING OLD BUSINESS REGULAR  &  BILL FRYE, PLANNING/PUBLIC WORKS DIRECTOR 3. IST THIS ITEM BUDGETED (IF APPLICABLE)? YES Nol  N/A  4. BACKGROUND: (wHY,WHAT.WHO. WHERE, WHEN, HOW, &1 IDENTIFY ALLA ATTACHMENTS)  Derik Schwinn, property owner, has submitted to the City of Callaway a Rezoning Application for property located at 5206 Collins Street from its current zoning of Residential R-8 tol Residential R-6. Planning staff has analyzed the proposed rezoning and finds that all of the information given is true The Planning Board met on October 15, 2024, and recommended that the City Commission approve  and accurate to be best ofi its knowledge.  the rezoning.  ATTACHMENTS:  Ordinance No. 1106 Application for Reconing Survey Vicinity Map Zoning Map Deed  REQUESTED MOTION/ACTION: Approval of the 2ndi reading of Ordinance No. 1086 for Rezoning, upon  roll-call vote.    ORDINANCE NO. 1106  AN ORDINANCE REZONING FROM RESIDENTIAL R-8 TO RESIDENTIAL R-6 THAT CERTAIN PARCEL OF LAND LYING WITHIIN THE CITY OF CALLAWAY, FLORIDA, CONTAINING APPROXIMATELY .32A ACRES; LOCATEDATS206: COLLINS STREET; PARCEL ID 24878-000-000; ALL AS MORE PARTICULARLY DESCRIBED IN THE BODY OF THE ORDINANCE; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS ORDINANCE SHALL  TAKE EFFECT IMMEDIATELY UPON ITS PASSAGE.  WHEREAS, Derik Schwinn, the ownerofthe1 real property designated herein, has initiated this ordinance by filing a petition with the City praying that said real property, being more particularly described below be rezoned from Residential R-8 to Residential R-6 as shown below;  and  WHEREAS, this ordinance changes only the zoning map designation of the real property WHEREAS, the City ofCallaway Planning Board reviewed the proposed zoning change, WHEREAS, based upon competent substantial evidence adduced in a properly advertised public hearing conducted on November 19, 2024, the City found the requested change to be consistent with the currently applicable Comprehensive Growth Development Plan and to  described herein; and  conducted a public hearing on October 15, 2024, and did recommend approval; and  reasonably accomplish a legitimate public purpose. CITY OF CALLAWAY, FLORIDA:  NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF THE SECTIONI. The following described parcel of real property situate within the municipal limits of the City ofCallaway, Florida, is rezoned from Residential R-8 tol Residential R-6.  SEE ATTACHED AND INCORPORATED EXHIBIT "A'  and the City's zoning map is amended accordingly. repealed to the extent of such conflict.  SECTION 2. All Ordinances or parts of ordinances in conflict herewith are hereby  SECTION3. This ordinance shall take effect immediately upon passage.  PASSED, APPROVED AND ADOPTED at the regular meeting of the City Commission  oft the City of Callaway, Florida, this 19th day of November 2024.  Page 1 of3    CITY OF CALLAWALFLOKIDA  By:  Pamn Henderson, Mayor  ATTEST:  Ashley Robyck City Clerk  PASSED ON FIRST READING: OCTOBER 22,2024 NOTICE PUBLISHED ON: NOVEMBER 62024 PASSED ON SECOND READING: APPROVED AS1 TO FORM ANDI LEGAL SUFFICIENCYI FOR THE CITY OF CALLAWAY  VOTE OF COMMISSION:  Davis Griggs Pelletier Ayers Henderson  ONLY:  Kevin Obos, City Attorney  Page 2 of3    EXHIBIT "A" ORDINANCENO. 1106 REZONING FOR 5206 COLLINS STREET PARCEL ID: 24878-000-000  Lot 15 and the East 30 feet of Lot 14, Block 1, Callaway Heights, according to the map or plat thereof, as recorded in Plat Book 9, Page(s) 39, of the Public Records of Bay County, Florida  Parcel Identification Number: 24878-000-000.  Page 3 of3    PublicVorks Depariment 324SBerheAvenue, Callaway, FL32404 Phone (850) 871-1033 WWCNOCAISWGVCT  E  APPLICATIONFORREZONING  1. Applicani(s) name: Derik Schwinn  Applicant(s) address: 5111 Hagin Dr. Panama City, FL 32404  Applicani(s) phone! 850-867-2858 CMagHatwns  Dated ofa application: 09/24/24 2. Rezonefrom! R8 3. Parcel ID# 24878-000-000  tR6, see survey  4. Legal Descriplionofs sitet tob ber rezoned: Lot 1 and the East 301 feet ofLot 14, Block 1 Callaway Heights. According to EMAP or PLAT, book 9, page(s) 39, of the public records of Bay 5. Dimigdredionsiosile! From 324 Berthe Ave head South toward Omoko St. Turn right on Omoko St. Tum right onto S Comet Ave. Turn left onto Cherry St. Tur right onto Seneca Ave. Turn left 6. Nameandadoress of propartyowner(s): according tomostr recenta ady valoremtaxi records: (Year2023 Derik Schwinn 5111 Hagin Dr Panama City, FL 32404  County Florida.  onto Collins St. Your destination will be on) your left.  7. Ifapplicant doesr not ownt the properly, giveneme(s), address(s) andt telephoner number(s) ofthe  owner(s). (Musta attachs statement dfo consenti fom):.  January 15,2 2019    8. Properly addresst tober rezoned: 5206 Collins St. Panama City, FL 32404 (Addressi must bec obtainedfi fromCountyp priort toPlanningE BoardN Mesting) 10. ProposedProperiy Tax Classification: R6 Single Family Resident 11. Purposeofrezoring, Wel kindly seek your approval tos split the lot into two parcels to accomadate the development of twoaffordable single-family homes, each  9. Present Properly Tax Classification: R8  priced under $300,000.  12. Additional pertinent information: Please see the engineered plans for the new 1,500 sqft homes, designed to promote affordably priced homes under $300,000. Which will  enhance the neighborhood apeal and value.  Sgraturedagpicante-  Dete:_ 9/24/24 Date:  lobesimtiinapricisnt Incomplete suomittals will not ber reviewed a) 3copies ofthed deedi tot thep properly. b) 3copiesdfasuveydt thep properly. c) Acopyofthemostr recent AdV Valoremtax: statement.  d) Acheckf for $300. FmaopssnssinsaN the  feeis$ $500forboth.  (Do Not' Write Bclow" This Line)  Planning Board Action Date Restrictions or Special Conditions: Rezonc: From Received  City Commission Action Date  To.  Fee Paid  Reviewed by.  January 15, 2019    Cocory.  Cooort)  0P1) asos    8  8 8 6 6  0  8  8  8 &  00 a 9 BAYE eoeues- BAYE eoauas- 6 8 -   6   AY eoaues- e  egaues 8  d8 E  S 6 8  GubeH  0 8 1  1 d0 8 8 amn qog- 8 e  PU api qog-  PH em qog- 8 8  P8 emn 98    epauas- e  BAY epauas  €  EN B &  GubeH-  e  16  16  PB amr qog- 8  8 apr qog-  emp qog- 8 8  p8 epig08- Py- amr qog-    Filc #: 2016008467, OR BK: 3772 PG: 1711, Pages: Lof2, Recorded 2/22/2016 ats 8:08 AM, Bill Kinsaul, Clerk Bay County, Florida DI DOCTAX PDS S336.00 Deputy Clerk EG Trans #1 1298825  Prepared By: Bonney &A Associates, PA 514 Magnolia Avenue Panama City. FL32401 Return To: Bonney & Associates, PA (SP $48.000.00) 5141 Magnolia Avenue Panama City. FL32401 File No. 2016.2071 24878-000-000  Properly Appraiser's Parcel I.D. (folio) Number(s)  WARRANTY DEED  THIS WARRANTY DEED dated February 19, 2016, by Michael C. Geldert and wife, Rebeccal L. Geldert, whose post office address is 5206 Collins Street, Panama City. FL: 32404, hereinafter called the grantor, to Derik Schwinn, whose post office address is 5111 Hagin Drive, Panama City. FL3 32404, (Wherever used herein the terms" "grantor" and' "grantee" include all the parties tot this instrument and the heirs. legal representatives and assigns ofi individuals, and the WITNESSETH: That the grantor, for and in consideration of the sum of$10.00 and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys, and confirms unto the grantee, all the certain land situatedi in Bay County, Lot 15 and the East 30 feet ofl Lot 14, Block 1, Callaway Heights, according to the map or plat thereof, as recorded in Plat Book 9, Page(s): 39, oft the Public Records ofE Bay County, Subject to easements, restrictions, reservations and limitations ofr record, ifany. TO HAVEANDTO HOLD the same in Fee Simple forever.  hereinafter called the grantee:  successors and assigns of corporations)  Florida, to wit: Florida.  AND the grantor hereby covenants with said grantee that the grantor is lawfully seized ofs said landi in fee simple; that the grantor has good right and lawfula authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land isf free of alle encumbrances, except taxes accruing  subsequent to: December 31, 2015.  Warranly Deed (Individual to Individualy    Filc #: 2016008-167 BK: 3772 PG: 1712, Pages: 2of2  WARRANTY DEED (Continued)  IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first  above written. ingt  SpyheAngeperdi in the presence of: H  ALE Michael C. Geldert Lobacc, boelolut Rebeccal L. Geldért 5206 Colins Street (Address) Panama City. FL: 32404 (Address)  lla Apll (Witness Signature) Camle Ount  STATE OF Florida COUNTY OF Bay  1,the undersigned, al Notary Public of the County and State first above written, do hereby certify that Michael Geldert and wife, Rebecca Geldert personnaly appeared before me this day and  acknowledged the due execution oft thet foregoingi instrument.  Witnes  apb,official: seal, this the. 19/L day of February. 2016.  My Commission Expiress (SEAL)  NotaryP PHILLIP Public- D. HUTCHISON. State ol Florlda JR. Commission # FF9 924081 My Comm. Expires Oct 16, 2019 Bondedthrough NationaNotaryA Assn.  Warranty Deed (Individuall to Individual)        Agenda Item # 2  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19,2024  ITEM: RESOLUTION No. 24-21 FY2023/24 FINAL BUDGET AMENDMENT  1. PLACED ON AGENDA BY: EDDIE COOK, CITY MANAGER  2. AGENDA: PRESENTATION PUBLICHEARING OLDI BUSINESS REGULAR  AND  DAVID SCHULTZ, DIRECTOR OF FINANCE  3. ISTHIS ITEM BUDGETED (IF APPLICABLE)?: YEs No[ D  See below.  4. BACKGROUND: MIMIATMOMIERE. WHEN,HOW, & DAPTIYAMATAGIMENT) This is a final amended budget resolution for the FY2023/24 budget as follows:  Water Meters Football Field Scoreboard Water/Sewer Modeling Study Gore Park Sound System Sewer Digital Camera Locator Sewer- Cost of Treatment CIP Fund  Attachment(s):  RESOLUTION NO. 24-21 Budget Amendment Detail  5. REQUESTED MOTION/ACTION:  Approval of the final amended FY2023/24 Budget vial Resolution 24-21, upon roll call vote.    RESOLUTION: #2 24-21  AF RESOLUTION OF THE CITY OF CALLAWAY OF BAY COUNTY, FLORIDA, ADOPTING THE FINAL BUDGET FOR FISCAL YEAR 2023-24 AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Callaway of Bay County, Florida, on November 19, 2024, held aj public hearing as required by WHEREAS, the City of Callaway of Bay County, Florida, set forth the appropriations, revenues, and other sources  Florida Statute 200.065; and  estimates for the Budget for Fiscal Year 23-24 in the amount of $59,496,493  NOW, THEREFOR, BE IT RESOLVED by the City of Callaway of Bay County, Florida, that:  SECTION 1: The Fiscal Year 2023-24 FINAL Budget be adopted.  Original AMOUNT 4,363,971 1,129,173 350,000 6,027,385 251,890 51,500 543,700 74,460 6,100 593,927 861,606 983,233 15,236,945 56,525 250,504 153,061 446,349 97,525 67,500 92,493 409,358 4,800 3,412,092 2,530,208 2,159,918 1,426,051 296,933 1,764,806 1,243,822 825,000 15,236,945  Revised  Adjustments AMOUNT  GENERALFUND Projected Revenues &1 Transfers In Taxes Permits, Fees & Licenses Impact Fees Shared Revenues Charges for Services Fines & Forfeitures Interest & Other Earnings Rents Sales of Fixed Assets Miscellaneous Revenues Emergency Debris Removal- FEMA PA Transfers In (Cost Allocation) Other Sources Budgeted Use of Restricted Fund Reserves Total Projected Revenue Sources Expenditure Appropriations Legislative City Commission City Manager City Clerk Finance Human Resources Legal Counsel Information Technology Planning & Code Enforcement Elections General Government, /Administration Law Enforcement Fire Department Streets Fleet! Maintenance Leisure Services Emergency Debris Removal Payment on Line of Credit Transfers Out- CRA Transfers Out- Sewer Fund Budgeted Increase to Reserves  4,363,971 1,129,173 350,000 6,027,385 251,890 51,500 543,700 78,960 6,100 593,927 861,606 983,233 15,241,445 56,525 250,504 153,061 446,349 97,525 67,500 92,493 409,358 4,800 3,412,092 2,530,208 2,159,918 1,426,051 296,933 1,769,306 1,243,822 825,000 15,241,445  4,500  4,500  4,500  Total Expenditure Appropriations & Transfers Out  4,500    COMMUNITYREDEVELOPMENTI FUND (CRA) Projected Revenues & Earnings Budgeted Use of Fund Reserves Total CRAI Fund Revenues and Other Sources Expenditure. Appropriations Budgeted Increase to Reserves Total CRA Fund Expenditures & Fund Balance  735,501 194,255 929,756 929,756 929,756  735,501 194,255 929,756 929,756 929,756  CAPITAL PROJECTS FUND Projected Infrastructure Proceeds Projected Grant Proceeds Projected Transfers from General Fund Budgeted Use of Reserves  2,179,943 16,914,569 825,000 12,009,553 (1,098,006) 31,929,065 5,446,572 26,482,493 31,929,065  139,039 958,967  2,318,982 17,873,536 825,000 10,911,547 31,929,065 5,446,572 26,482,493 31,929,065  Total Captial Projects Revenues, Transfers In, and Other Sources  Expenditure. Approprations (Infrastructure) Expenditure. Appropriations (Grant Projects) Total Capital Projects Fund Expenditures & Fund Balance  ENTERPRISE FUNDS WATER FUND Estimated Revenues Operating Revenues Interest & Other Earnings  3,764,349 133,974 453,762 4,352,085 2,281,023 645,904 696,184 728,974 4,352,085  3,764,349 168,974 453,762 4,387,085 2,230,598 731,329 696,184 728,974 4,387,085  35,000 35,000 (50,425) 85,425  Budgeted Use of Net Position Restricted Funds Budgeted Use of Net Position- Un-Restricted Funds Total Water Fund Revenues and Other Sources  Expense Appropriations Operating Expenses Capital Purchases and Expansions Debt Service Transfers Out- Cost Allocation to General Fund Transfers Out-CIP Budgeted Increase tol Reserves  Total Water Fund Expenses, Transfers Out, & Ending Balance  35,000  SEWER FUND Estimated Revenues Operating Revenues Interest & Other Earnings Transfer from General Fund Budgeted Use of Net Position Total Sewer Fund Revenues and Other Sources Expense Appropriations Operating Expenses Capital Purchases and Expansions  5,177,020 392,964 5,569,984 3,192,226 931,850  65,493 217,100 282,593 181,704 123,296  5,242,513 610,064 5,852,577 3,373,930 1,055,146    Debt Service  701,684 699,263 44,961 5,569,984  701,684 699,263 22,554 5,852,577  Transfers Out- Cost Allocation to General Fund Budgeted Increase to Reserves Total Sewer Fund Expenses andTransfers Out  (22,407) 282,593  SOLID WASTE FUND Estimated Revenues Operating Revenues Interest & Other Earnings Sales of Fixed Assets Budgeted Use of! Net Position Expense Appropriations Operating Expenses Capital Purchases and Expansions Transfers Out- Cost Allocation to General Fund Budgeted Increase to Reserves Total Solid Waste Fund Expenses and' Transfers Out  1,116,792 38,273 1,500 1,156,565 818,726 131,321 206,518 1,156,565  1,116,792 38,273 1,500 1,156,565 818,726 131,321 206,518 1,156,565  Total Solid Waste Fund Revenues and Other Sources  CITY-WIDE SUMMARY  PROJECTED EXPENDITURE BUDGET FORFY2024-E BY FUND  GENERAL FUND CRAF FUND CAPITAL PROJECTS FUND WATER FUND SEWER FUND SOLID WASTE FUND Total City-Wide Budget Summary  15,236,945 929,756 31,929,065 4,352,085 5,569,984 1,156,565 59,174,400  4,500 35,000 282,593 322,093  15,241,445 929,756 31,929,065 4,387,085 5,852,577 1,156,565 59,496,493  SECTION: 2. Under no circumstances may a Departmental Appropriation be over-expended without the consent and approval of the City Commission. Consent and approval of the City Commission may be given during duly called and constituted session of said Commission, identifying said budget amendments or adjustments. SECTION 3: EFFECTIVE DATE: This Resolution shall become effective immediately upon its adoption.  DULY ADOPTED at aj public hearing this 19" day of November 2024.  CITY OF CALLAWAY, FLORIDA Pamn Henderson, Mayor VOTE OF COMMISSION:  Attest:  By:  Ashley Robyck, City Clerk Approved as to form and legality for the city of Callaway only:  Ayers Davis Griggs Henderson Pelletier  Kevin Obos, City Attorney    L    2 J D 0 u  1    C L 3 L Y   C - 1    ( l  S 8 L K     JJ  .        L K K E LL 2        Agenda Item # 3  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19, 2024  ITEM: ORDINANCE No. 1107 - REZONING OF PROPERTY LOCATED AT 157 N LARRY DRIVE-P PARCEL ID  06129-000-000 (1ST READING) 1. PLACED ON AGENDA BY: EDDIE COOK, CITY MANAGER  2. AGENDA: PRESENTATION PUBLIC HEARING OLD BUSINESS REGULAR  &  BILL FRYE, PLANNING/PUBLIC WORKS DIRECTOR 3. Is THIS ITEM BUDGETED (IF APPLICABLE)? YES N No  N/A  4. BACKGROUND: (WHY, WHAT, WHO, WHERE, WHEN, HOW, & IDENTIFY ALL ATTACHMENTS)  Amalia Vasquez, property owner, has submitted a Rezoning Application for property located at 157 N. Larry Planning staff has analyzed the proposed rezoning and finds that all of the information given is true  Drive, Parcel ID 06129-000-000, to change from Residential Single Family R-6M to R-5.  and accurate to the best ofits knowledge.  ATTACHMENTS:  Ordinance No. 1107 Application for Rezoning Vicinity Map Deed  REQUESTED MOTION/ACTION: Approval of the 15t reading ofOrdinance No. 1107 for Rezoning, upon  roll-call vote.    CAL  LORIDP Public Works Department 324 S Berthe Avenue, Callaway, FL 32404 Phone (850) 871-1033 ww.chyoltalaway/.com  APPLICATION FORI REZONING  1. Applicant(s) name: Amalia Vosquez  Applicant(s) address: 274 EarlOr. Mery LA 70075 Applicant(s) phone! 3742518 Email CwAusegrhe CCM.  713  Date of application: 10124124 2. Rezone from:_ R6M 3. Parcel ID#:  to:_  25  4. - Legal Description of sitet to be rezoned: See deed Ctached  5. Driving directions to site: Cherru St. turn South an Lae  Lois (Year  . Name and address of property; owner(s) accordingt to most recent ad valorem tax records:  Amotha Vesquut, 2716 Eurl 0. I Meyay IUA 70075  7. Ifapplicant does not own thep property, give name(s), address(s) andt telephone number(s) oft the  owner(s). (Must attach statement of consent form):  January 15, 2019    8. Property address tot be rezoned:  51. Mlary Dy. 4. Pancna G6.PL.5240 (Address must be obtained from County prior tol Planning Board'Meeting)  9.F Present Property Tax Classification: 10. Proposed Property Tax Classification: 11. Purpose of rezoning: Aigher Donsityp.  12. Additional pertinent information:  Signature of applicant(s): (hrol  Date: 10/2424 Date:  To be submitted with application: Incomplete submittals will not be reviewed a) 3 copies of the deed to the property. b) 3copies ofas survey oft the property. ) Acopy of ther mostr recent Ad' Valorem tax statement.  d) A check for $300. Ift the Zoning Application is submitted with al Petition for Annexation, the  feei is $5001 for both.  (Do Not Write Below' This Line)  Planning Board Action Date Restrictions or Special Conditions: Rezone: From. Received  City Commission Action Date  To  Fee Paid  Reviewed by.  January 15, 2019    OAV eypeg N  OAV eyeg N 2  6  S 0  N  C  R  awog Na .  BAVI jewoo N-  8  I@Aen  auapeys  PAVI jeuqwuix  OAV jaqWyN  BAVI jaqwyN  8  13 Apuequix:    III Kinsaul, Clerk Bay County, Florida D DOCTAX PD $0.70 Deputy Clerk BR Trans #1 1618531  THIS INSTRUMENT PREPAREDE BY: HOLLY K. MELZER, ESQ. BARRON & REDDING,P.A. 220 MCKENZIE AVENUE PANAMAG CITY,FLORIDA. 32401 (850) 785-7454 RE#06129-000-000  QUIT CLAIM DEED  THIS QUIT CLAIM DEED is made this 3rcl day of Aue 2020, between Jeovannie Gaspar, whose address is 2716 Earl Dr., Meraux, LA 70075,C"Ghantor"),: and Amalia  Vasquez, whose address is 2716 Earl Dr., Meraux, LA 70075,("Grantee"),  WITNESSETH, that Grantor, for and in consideration oft the sum of ZERO AND NO/100 DOLLARS ($0.00), and other good and valuable consideration [love and affection), paidb by Grantee to Grantor, the receipt and sufficiency of which Grantor hereby yacknowledges, does hereby remise, release and quitclaim unto Grantee all oft the right, title, interest, claim and demand which Grantor has in and to the following described real property, situate, lying, and being in the County of Bay,  State of Florida, to wit:  Parcel 1: Commence at the Northeast corner of Southwest Quarter of Southeast Quarter of Section 7, Township 4 South, Range 13 West, Bay County, Florida; thence West 333.6 feet; thence South 25 feet for al Point of Beginning; thence West 258.6 feet; thence South 373 feet; thence East 258.6 feet; thence North 373 feet to Less and Except: Commence at the Northeast corner of Southwest Quarter of the Southeast Quarter of Section 7, Township 4 South, Range 13 West, Bay County, Florida; thence West 333.6 feet; thence South 25.0 feet to the intersection of the South right ofwayl line ofLois Street and the West right of way line ofLarry Drive and the Point of Beginning; thence N88°30'47"W along the South right of way line of Lois Street for 129.25 feet; thence S01°30'08"W for 125.00 feet; thence S88°30'47"E for 129.50 feet to the West right of way line ofLarry Drive; thence NO1°30'08"E, along said West right of way line for 125.00 feet to the Point of Parcel 2: Commence at thel Northeast corner of Southwest Quarter ofthe Southeast Quarter of Section 7, Township 4 South, Range 13 West, Bay County, Florida; thence' West 333.61 feet;t thence South 398 feet to the PointofBeginning: thence West 258.6 feet; thence South 258 feet; thence East 258.6 feet; thence North 258 feet to THE PROPERTY IS NOTTHE HOMESTEAD OF THE GRANTOR.  the Point of Beginning.  Beginning.  Point of Beginning.  1    IN WITNESS WHEREOF, Grantor has executed this Quit Claim Deed on the day and year  first above written. Signed, sealed & delivered int the presence of:  CautiRu Sy  Be Jeovannie Gaspar  Winess1 1Print? Name: Witness 2F Print Name:  CarolL. Reeves  STATE OF Floride COUNTY/PARRISHOF bay  Thei Pmy-phee beforeme, bymeanso ofphysical appearance  or D on line notarization, this 3rd day of Aug-  2020, by. Jeovannie Gaspar, who:  (notary must check applicable box) is personally known to me. produced  produced a current driver's license issued in the State of La as identification.  asi identification.  W CAR (SESL) ACH ACCINT STATE OF  laufRw  CardL/Reeves (Print Name)  Notary Public Commission #. My Commission Expires:  NOTE: This deed was prepared using information obtained from the public records and not! prepared in connection with the issuance oftitle insurance. The Property is not encumbered. by a mortgage.  2    Agenda Item #  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19, 2024  ITEM: FLEXNET- SOFTWARE AS A SERVICE AND SPECTRUM LEASE AGREEMENT (SENSUS)  1.F PLACED ON AGENDA BY: Eddie Cook, City Manager  2. AGENDA: PRESENTATION PUBLIC HEARING OLD BUSINESS REGULAR  3. Is THIS ITEM BUDGETED (IF APPLICABLE)?: YES K No -  4. BACKGROUND: (wHY, WHAT, WHO, WHERE, WHEN, HOW, & IDENTIFY ALL ATTACHMENTS)  This contract is needed for the FlexNet system software and service. FlexNet is the new meter reading system that will give the city and its citizens additional information about utility usage and information. Saas is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of Customer's Software tenant in Sensus.  ATTACHMENTS: Software as a Service and Spectrum Lease Agreement  5. REQUESTED MOTION/ACTION: APPROVE CONTRACT FOR SOFTWARE AS A SERVICE AND SPECTRUM LEASE  AGREEMENT    Software as a Service Agreement between City of Callaway, Florida ("Customer") and Sensus USA Inc. ("Sensus")  IN WITNESS WHEREOF, the parties have caused this Software as a Service ("Agreement") to be executed by their duly authorized representatives as oft the day andy year written below. The date of thel last party to signi is the' "Effective Date." This Agreement shall commence on the Effective Date and continue for/until: 10 Years ("Initial Term"). At the end of the Initial Term, this Agreement shall automatically renew for an additional term of 10 years ("Renewal Term"). The' "Term" shall  refer to both the Initial Term and the Renewal Term.  Sensus USA Inc. By: Name: Title: Date:  Customer: City of Callaway, Florida  By: Name: Title: Date:  Contents of this Agreement: Agreement ExhibitA Software Exhibit B Technical Support    Agreement  1. General goods ands services. 2. Software. A. Software as a Service ("Saas") Technical Support.  A. Agreement Generally. The scope oft this Agreement includes Sensus providing the specified services, usage terms for Sensus' hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution in consideration of Customer's purchase andp payment tos Sensus' Authorized Distributor under separate agreementb by and! between Customer and Sensus' Authorized Distributor, fora alls such Sensus shall provide Customer with Saas, as defined inE ExhibitA, and Technical Support duringt the Term and only sol long as Customer is currenti ini its payments for such services. Upon the expiration or termination oft this Agreement, Sensus wil have no obligation to provide any further Services or Sensus will provide Technical Support for any given Release ina accordance with Exhibit Bf forf four (4) years from the date Sensus issues the Release. Sensus will provide Engineering Support ofa any givenr release fort two (2) years fromt the date Sensusi issues the Release. Notwithstanding the foregoing, int thee event ofac criticals security vulnerability (in Sensus' reasonable discretion), Customer acknowledges ()t thati inc ordert tor receivep particular vulnerability ord defect corrections (whether by Patch, Update or Upgrade), Customer may need tor move toar more recent supported Release of the Software, and (i) Sensus reserves ther rightt to discontinue: supporting Releases oft the Software,i includingi int thee events such Software has beeni identified by Sensus ase end oflife. Sensusr may declare Software" end ofl life" upone either ()t the relevant window ofT Technical Support or Engineering Supporte ending or (i) becoming B. UCITA. Tot ther maximum extent permitted byl law, the Parties agreet thatt thel Uniform Computer Information' Transaction. Acta as enacted! by any state shall not A. Spectrum Lease. The parties previously entered into a spectrum manager lease on 4/7/2016 (he "Spectrum Lease"), which is hereby specifically A. Purchase ofE Equipment. Customer isr notr required top purchase any equipment under this Agreement. Int thee event Customer elects top purchase equipment, Customer shall purchase allF Field Devices, RF Field Equipment, and other goods (collectively, "Equipment) from Sensus' authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized distributor. If Customer elects to purchase any equipment ors services directlyf from Sensus, orifCustomer pays any fees or other costs tos Sensus, then Sensus" Terms ofs Sale shall apply. The THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES ANDIOR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-FRINGEMENT AND' TITLE. WITHOUT LIMITING THE FOREGOING, SENSUS MAKES NO WARRANTIES ORI PROMISE () THAT ITS SOFTWARE. AS A SERVICE, SOFTWARE OR OTHER SERVICES WILL OPERATE IN CONJUNCTION WITH ANY SOFTWARE, SERVICES OR PRODUCTS PROVIDED BY THIRD PARTIES, () THAT THE OPERATION OF THE SOFTWARE AS A SERVICE OR ANY SENSUS SOFTWARE WILL BE UNINTERRUPTED ORE ERROR OR VULNERABILITY FREE, OR (II) THAT ALL DEFECTS, BUGS, ERRORS OR VULNERABILITIES CANC OR WILL BE FIXED ORI REMEDIATED. CUSTOMER ACKNOWLEDGES THAT SENSUS DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET OR ACROSS OTHERI NETWORKS, AND THE SOFTWARE AS A SERVICE MAY BE SUBJECT TOI LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OR OPERATION OF SUCHI INTERNET ORI NETWORKS. SENSUS ISI NOT RESPONSIBLE FOR ANY DAMAGES, INCIDENTS, DELAYS, DELIVERY PROBLEMS, OR OTHER PROBLEMS RESULTING FROM SUCH INTERNET OR NETWORK PROBLEMS. IN NO EVENT IS SENSUS RESPONSIBLE OR LIABLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SOFTWARE. ASASERVICE ORA ANY SENSUS SOFTWARE THAT ARISEI FROM CUSTOMER'S ORI ITS THIRDI PARTIES' ENVIROAMENT,FALURETO IMPLEMENT PATCHES, UPDATES OR UPGRADES; SYSTEMS; CONTENT; NETWORKS; OR DEVICES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SOFTWARE AS A SERVICE, A. Installation ofE Equipment. Installation: services for Field Devices, other goods, and RF Field Equipment will be as agreed betweent the Customer and Sensus' authorized distributor. Sensus willr notp providei installation: services pursuantt to this Agreement. Sensusi isr notr responsible fora any problems thata arise fromt the Project! Management. Sensus' authorized distributor will provide projectr management services to Customer. Any projectr management oft the FlexNet System Training. Sensus' authorized distributor wil provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be I Systems Integration Services. Except as may otherwise be provided herein, integration oft the Software into Customer's new or existing internal IT systems is noti includedi int this Agreement Anyi integration work shall bes subjectt toas separate agreement which describes thes scope andp pricingf for such work. A. Infringement Indemnity. Sensus shall indemnify and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement reached by Sensus from any litigation instituted against Customer in the United States by a third party tot the extent alleging that the FlexNet System as provided! hereunderi infringes upon thep patents ord copyrights ofs such third party, providedt that Sensus shall have ther rightt to select counseli in such proceedings and control such proceedings and any settlement. Notwithstandingi thef foregoing, Sensus shall have no obligation orl liability under thisi indemnity unless Customer cooperates fully with and assists Sensus ina any such proceedings and gives Sensus written notice ofa any claim hereunder within fourteen (14) days of receivingi it. Further, Sensus shall have no obligation orl liability hereunder ifsuch claim is relatedt to; () any change, modification or alteration made tot the FlexNet System by Customer orat thirdp party, () use oft the FlexNet Systemi in combination with any goods ors services notp provided! by Sensus hereunder, (ii) Customer'sf failuret tou uset ther most recentv versiono oft the Software ort to otherwise take any corrective action as reasonably directed by Sensus, (Mv) compliance by Sensus witha any designs, specifications ori instructions provided by Customer or compliance by Sensusv witha ani industry standard, or (v)a any  aware ofas securityi incidento orv vulnerability. apply, inw whole ori inp part, tot this Agreement. Spectrum incorporated by reference. Equipment.  Terms ofs Sale" are available at http:/www.s sensus.com/TC, or 1-800-METER-IT.  SENSUS SOFTWARE AND OTHER SERVICESI PROVIDEDI UNDER1 THIS AGREEMENT.  Services.  installation: services (e.g. faully configuration).  Technical Support. Sensus shall provide Customert thet technical supports setf forthi inE ExhibitB. provided by Sensus shall bes subjectt toas separate agreementy which describes thes scopea andp pricingf fors suchy work. subjectt toas separate agreement which describes thes scope and pricingf fors suchy work. F. WAN Backhaul connections services arer noti includedi int this Agreement.  General Terms and Conditions.  2    use oft the FlexNet System other than for the Permitted Use ori ina ar manner that exceeds thel licenses and rights provided herein. Int the event the FlexNet Systemi is adjudicatedt toi infringe a patento or copyrighto ofat third party andi its usei is enjoined, or, ifint ther reasonable opinion of Sensus, the FlexNet Systemis likely to become the subject ofa an infringement claim, Sensus, ati its sole discretion ande expense, may ati its option; () procure for Customer ther right to continue usingt the FlexNet System or (i) modify or replace the FlexNet Systems sot that itb becomes non-infringing. THIS SECTION STATES CUSTOMER'S SOLEA ANDE EXCLUSIVE REMEDY ANDS SENSUS' ENTIREL LIABILITY AND OBLIGATIONF FOR ANY CLAIMO OF INFRINGEMENT. Limitation of Liability. Sensus' aggregate liability in any and all causes of action arising under, out of ori in relation tot this Agreement, its negotiation, performance, breach ort termination (collectively" "Causes ofA Action")s shall note exceedt the greater of; (a) thet total amountp paid by Customer directlyt tos Sensus under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). Thisi is SO whether the Causes of Action arei int tort, including, without limitation, negligence or strict! liability, inc contract, under statute or otherwise. As separate andi independent limitations onl liability, Sensus' liability shall be limited to direct damages. Sensus shall not beli liable for; @ anyi indirect, incidental, special ord consequential damages; nor (i) any revenue orp profits lost by Customero or its Affiliates, including from any End User(s), irrespective whether such lost revenue or profts is categorized as direct damages or otherwise; nor (ii) any In/Out Costs; nor (v) damages arising from maincase or bottom plate breakage caused byf freezing temperatures, water hammer conditions, or excessive water pressure. The limitations onl liability set forth int this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally: andi ina allr respects. They are tobeir interpreted broadlys soa ast togive Sensus ther maximum protection permitted underl law. Termination. Eitherp partyr mayt terminatet this Agreement earlieri ifthe otherp party commits ar material breach oft this Agreement ands suchr material breachi isn not cured within forty-five (45)d days ofv writtenr noticeb byt the otherp party. Upon any expiration ort termination oft this Agreement, Sensus' and Customer's obligations D. Forcel Majeure. IfSensus becomes unable, either wholly ori inp part, bya ane event ofForce! Majeure, tof fulfilli its obligations undert this Agreement, the obligations affected by thee event ofForce Majeure wil bes suspended during the continuance oft thati inability. The party affected byt thef forcer majeure will taker reasonable stepst tor mitigatet the Force Majeure. Notwithstanding: anything! hereint to the contrary, inr noe event will Sensus bel liablef fort the consequences ori impacto of any Temporary Service Suspension. Sensus may suspend the Services without! liability if: ( Customer fails to pay Sensus ori its authorized distributor when payment is due; (i) Sensus reasonably believes thatt the Services are being usedi inv violation oft the Agreement (l) Sensusi is required by applicablel law orby aregulatory org government body tos suspend Customer's access tot the Services; (iv)a a Forcel Majeure eventr requires Sensus tos suspend Customer's access; or (v) there is anothere event for which Sensus reasonably believes that thes suspension of Services is necessary to protectt the Services. Sensus will give Customer advance notice ofas suspension where reasonably possible under the circumstances. Ifas suspension is based on Customer's breach of Customer's Soffware andN Materials. Nol Intellectual Property isa assigned to Customer hereunder. Excluding Customer Data, Sensus shall own or continuet toc own all right, title, andi interesti in and to the Intellectual Property associated with the Software and related documentation, including any derivations andlor derivative works (the" Sensus IP"). Tot the extent, ifany, thata any ownershipi interesti in andt tos such Sensus IPd does nota automatically vestir in Sensus by virtue ofthisA Agreement or otherwise, andi instead vestsi in Customer, Customer agrees tog granta anda assign and! hereby does granta anda assignt to Sensus allri right, title, andi interestt that Customer may havei ina andt tos such Sensus IP. Customer agrees nott tor reverse engineer any Sensus Products purchased Customer Data. Notwithstanding thep priorp paragraph, as between Customer and Sensus, Customer remains the owner ofallr right, title ori interestinorto any Customer Data. "Customer Data" means solely usage data collected by the Field Devices. Toavoid doubt, Customer Data does noti include non- End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like. Customer represents to Sensus that Customer @ has sufficient rights ina all Customer Data, to hold the Customer Data and deliveri itto Sensus as required for the Services to be performed as contemplated in the Agreement, and (i) has obtained (andi is responsible for maintaining) from all individuals, persons andt third parties whose personal information is contained in the Customer Data allr required consents and authorizations, and has provided to alli individuals, persons, and third parties ther notices with respect tot the collection, retention, disclosure and use oft the Customer Data as contemplated fort the purposes oft this Agreement that are required under applicable foreign, federal and state laws and regulations, including but not Consentt tol Use of Customer Data. Customer herebyi irrevocably grants to Sensus av world-wider royalty-free, non-exclusive, irrevocable righta andl license toa access, store, and uses such Customer Data and any other data ori information providedt to Sensus, to(1)p providet the Service; (2)a analyze andi improve the Service; (3) analyze andi improve any Sensus equipment, software, ors service; or (4) for any other internal use. As used herein," "Service" means IV. Access to Customer Data. Within 45 days of Customer's written request, Sensus will provide Customer a copy oft the previous 24 months of data collected by theF FlexNet Systemi inaf formato ofSensus' discretion ando delivert thef filet toa dropl locations specified by Customer. G. Data Privacy. Customer acknowledges and agrees that Sensus and its Affliates (collectively, "Xylem") may collect and process personal data for the purposes outlined in this Agreement and in Xylem's then-current privacy policy. Xylem's data privacy policy is available and maintained at https: www.xylem. comenussupporpnay ora any successory webp page designated by) Xylemf fromt time-to-time. The collection and use ofp personal datal by Customer, including providing necessaryr notices ando obtainingr required consents from endu users, is Customer's: soler responsibility. H. Right to use Feedback. Customer grants Sensus a royalty-free, worldwide, irrevocable, perpetual license to use, aggregate, alter ori incorporate into the Services any suggestions, enhancement requests, recommendations or othert feedback provided by Customer orit its employees anda agents. Confidentiality. Excepta asr may ber required undera applicable law, court order, orr regulation, ortot thee extent permitted under or requiredt top performa and enforcet this/ Agreement, bothp parties shall (ands shall cause their employees and contractors to)k keep all Confidential Information: strictily confidential and shall noto disclose itto anyt thirdp party. Withoutli limitinga any other obligations int this Agreement, Customer shallr notp provide Sensus's Confidentiall Information toa any personv who designs ord develops software products ors services that compete with Sensus's software products and services. The Confidentiall Information may bet transmitted orally, inv writing, electronically or otherwise observedb bye either party. Notwithstanding thet foregoing,' Confidential Information" shall noti include; (anyi informationt thati isi int thep public domaino othert than duet to Recipient's breacho oft this Agreement; (i)a anyi informationi int thep possession oft theF Recipient withoutr restriction priort tod disclosure! byt the! Discloser; or( (ii) anyi informationi independently developed byt the Recipient withoutr reliance ont thei information disclosed hereunder byt the! Discloser. Discloser" means eitherp party that discloses Confidential Information, and" Recipient' meanse eitherp partyt thatr receives it. Ther receiving party will retum or destroyt the other party's Confidentiall Information uponr receiving writtenr notice from the other party, providedt thats such returno ord destruction does noti interferev witht ther receivingp party'sr rights and obligations under this Agreement, including Sensus' rightt to use Customer Data. Thef foregoing does notr requiret ther receiving partyt tos searchi itsa archived electronicb back-upf files ofitso computer systemsf fort the other party's Confidential Information1 top purges such Confidential Informationf fromi its archivedf files; provided, however, thatt ther receiving partyr must: (r maintain the confidentiality of such archived Confidential Information asit ifthis Agreement were stilli ine effecta and (i)r notu uses such archived Confidential Information fora any purpose.  hereunder shall cease andt thes software asa as service ands Spectruml Lease shalli immediately cease.  Forcel Majeure event.  obligations under the Agreement, Sensus may continuet toc charge Customer thef fees fort the Services durings suspension.  Intellectuall Property Rights.  orp provided! hereunder.  limitedt tor relevant privacy! laws andr regulations.  Sensus' obligations undert this Agreement, sucha ast the Software as a Service.  3    Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and asi may bea amended, changed, or supplemented. Customer shallr nott takea any action orp permitt thet taking ofa any action byat thirdp party, which Export Control Laws. Customer shall; () comply with alla applicable U.S. and local laws and regulations goveming the use, export, import, re-export, and transfer ofp products, technology, and services; and (i) obtain allr required authorizations, permits, andl licenses. Customer shall immediately notify Sensus, andi immediately cease alla activities with regards tot the applicable transaction, ifthe Customer knows or has a reasonable suspicion that the equipment, software, ors services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment, Anti-Corruption Laws. Customer shall comply witht the United States Foreign Corrupt Practices Act (FCPA), 15U.S.C. SS 78dd-1, et seq.; laws and regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials inl International Business Transactions; the UN. Convention Against Corruption; the Inter-American Convention Against Corruption; and any other applicable laws and regulations relating to anti- corruption in the Customer's county or any country where performance oft this Agreement, or delivery or use ofe equipment, software or services will K. Non-Waiver of Rights. Awaiver bye either party ofa any breacho oft this Agreemento ort thef failure ord delay ofe either partyt toe enforce any oft the articles ord other provisions ofthisA Agreement willr noti in any waya affect, limito orv waive thatp party'sr rightt toe enforcea ando compel strict compliance witht thes same ord other articles or Assignment and Sub-contracting. Either partyr maya assign, transfer ord delegatet this Agreement withoutr requiringt the other party's consent; (toa anA Affiliate; (i)a as part ofar merger, or( (ii)t toap purchaser ofa allors substantialy allo ofitsa assets. Apartf from thef foregoing, neither partyr maya assign, transfer or delegatet this Agreement withoutt thep prior written consent oft thec other, which consents shall not beu unreasonably withheld. Furthermore, Customer acknowledges Sensus may uses subcontractors top perform RFF Field Equipmenti installation, thes systemsi integrationy work (ifa applicable), orp projectr management (ifa applicable), without Amendments. No alteration, amendment, or other modification: shall be binding unless in writing and signed by both Customer and bya av vice president (or N. Governing! Law and! Dispute Resolution. This Agreement shall be govemed! by, construed ande enforcedi ina accordancer witht thel laws oft the Statec of Delaware. Anya and allo disputes arising under, outo of, ori inr relationt tot this Agreement, itsr negotiation, performance ort termination ("Disputes")s shallf firstb be resolved by mediation between the Parties. TOTHEN MAXIMUMEXTENT PERMITTEDI BY LAW, THE PARTIESA AGREE1 TOAE BENCHT TRIALA ANDT THAT Survival. Thep provisions oft this Agreementt thata are applicable toc circumstances arisinga after itst termination ore expiration: shalls survives such terminationo or P. Severability. Int the event any provision oft this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as Q. Four Corners. Thisv written Agreement, including all ofit itse exhibits andt the Spectrum! Lease, represents thee entire understanding between and obligations of thep parties ands supersedes allp prior understandings, agreements, negotiations, andp proposals, whether written ord oral, formald ori informal between thep parties. Any additionalv writings shall notr modify any! limitations or remedies providedi int the Agreement. There arer noc othert terms ord conditions, oral, written, electronic ord otherwise. There arer noi impliedo obligations. All obligations ares specificallys setf forthi int this Agreement. Further, there arer nor representations thati induced this Agreementt thata arer noti includedi init. The ONLY operative provisions ares setf forth inv writingi int this Agreement. Withoutl limiting the generality oft the foregoing, nop purchase order placed! by oronb behalfo of Customer shalla alter any oft thet terms ofth this Agreement. Thep parties agreet thats sucho documents aref for administrative purposes only, eveni ifthey! havet terms ando conditions printedo ont them ande eveni ifand whent theya area accepteda and/or processed by Sensus. Any goods, software ors services delivered orp providedi ina anticipation of this Agreement (fore e.g., asp parto ofap piloto orb because this Agreement has noty yetb been signedb butt thep parties! have! begunt the deployment) under purchase orders placed priort tot thee execution oft this Agreementa areg govemed! byt this Agreement R. Counterparts." This Agreement may be executed in any number of counterparts, each ofv which shall be deemed an original, but all ofv which together shall constitute one and the samei instrument. Additionally, this Agreement may bee executed by facsimile ore electronic copies, allo ofv which shall be considered an A. "Affiliate" ofap partyr means any other entily controlling, controlled by, or under common control with such party, where "control" of an entily means the ownership, B. "Confidential Information" means any and allr non-publici information ofe either party, including allt technical orp performance information about either party's products or services, pricing information, marketing and marketing plans, Customer's End Users' data, FlexNet System performance, FlexNet System architecture and design, FlexNet Systems software, other business andf financiali information ofe either party, anda allb trade secrets ofe either party. For thea avoidance of doubt, information aboutt the "End User'r means anye end user ofe electricity, water, and/or gas (as applicable)t thatp pays Customer for the consumption ofe electricity, water, and/or gas, asa applicable. F. "FlexNet Base Station'i identifies the Sensus manufactured device consisting of onet transceiver, to bel located ona at tower that receives readings from the SmartPoint Modules (either directly or via an R100 unit) by radio frequency and passes those readings tot the RNIE by TCPIP backhaul communication. For clarily, FlexNetE Base "FlexNet System"i is comprised oft the SmartPoint Modules, RFF Field Equipment, Server Hardware, softwarel licenses, Spectrum Lease, and other equipment provided toc Customer hereunder. The FlexNet System onlyi includes thef foregoing, as provided by Sensus. The FlexNet System does noti includeg goods, equipment, software, H. "Force Majeure" means ane event beyonda a party's reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tomado, storm, tempest, mudslide, vandalism, pandemic, illegal misconduct, sabotage, interruptions inp power, communications orl Internets service, acts of govemments or goverment- backed actors, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, embargoes, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department, commission ora agency ofthel United States ora anys States, any arrests andi restraints, civild disturbances: ande explosion. "In/Out Costs" means any costs ande expenses incurred by Customer int transporting goods! between its warehouse andi its End User's premises anda any costs and "Intellectual Property" means patents andp patenta applications, inventions (whetherp patentable or not), trademarks, servicer marks, trade dress, copyrights, trades secrets, know-how, datar rights, specifications, drawings, designs, maskwork rights, moral rights, author's rights, and other intellectualp property rights, including any derivations and/or derivativev works, asn may existr now or hereafter come into existence, anda allr renewals ande extensions thereof, regardless ofv whether any ofsuchr rightsa ariseu under  may render Sensusli liablef forav violation ofa applicablel laws.  software or services, Customer certifies thatitisr noto on any U.S. govemment exporte exclusion! list.  occur. provisions.  requiring Customer's consent. higher) of Sensus.  THERE SHALLE BEN NOJURYI INANY DISPUTES.  expiration.  possible; andt the Agreement, as sor modified, will continuet tob bei inf fullf force ande effect.  uponi itse executiona andi treplaces ands supersedes any such purchase orders.  originalf fora allp purposes.  . Definitions.. As usedi int this Agreement, thef followingt terms shall have thet followingr meanings:  directlyo ori indirectly, of50%orn more ofe either; Qthes shares or othere equityi ins suche entity; or ()t they votingr rightsi ins suche entity. performance, operation, specifications, orf features ofthe Services andF FlexNet Systemi ist the Confidential Information ofSensus.  "Engineering Support" means providing Patches andl Updatest to Software. "Field Devices" means the SmartPoint Modules. Stationsi includel Metro Base Stations.  licenses or rights provided! byat thirdp party orp partiest tot this Agreement.  "Hosted Software" meanst thosei items listeda asa anA Applicationi in ExhibitA. expenses incurred! by Customeri ini installing, uninstalling andr removingg goods.  4    thel laws ofthel United States ord ofa any others state, country orj jurisdiction, any registrations ora applications thereof, and allg goodwill pertinentt thereto.. "Ongoing Fee" means thea annual orn monthlyf fees, asa applicable, tob bep paidb by Customert tos Sensus' authorizedo distributor duringt thel Termo ofthis Agreement. "Patches" means patches ord otherr maintenancer releases ofthe Softwaret that correctp processinge errors ando otherf faults, vulnerabilities and defectsf foundi int the Software. "Permitted Use" means only forr reading and analyzing dataf from Customer's Field Devices in the Service Territory. The Permitted Use does noti include readingt third "R100 Unit" identifiest the Sensus standalone, mounted transceiver thatt takes ther radio frequency readings from the SmartPoint Modules and relays them by radio "Remote Transceiver" identifiest the Sensus standalone, mounted relay devicet thatt takest ther radiot frequency readings from the SmartPoint Modules andr relayst them "RN!"i identifies ther regional networki interfaces consisting of hardware and software used tog gather, store, and reporto data collected byt the FlexNet Base Stationsf from W. "RNI Software" identifies the Sensus proprietary software usedi in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant tot the "Security Breach" means a cybersecurity incident whereby anu unauthorized third partyi intentionally compromises the security of Customer's tenant environment in "Service Territory"i identifies theg geographic areav where Customer utilizes Sensus equipmentt to provides services toE End Users as oft the Effective! Date. This areav will AA. "SmartPoint" Modules" identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response devices! located at Customer's End Users' premises thato communicate with ther relevant devices and transmit those communications by radio frequency to ther relevant BB. "Software"r means allt the Sensusp proprietary software provided asa as servicep pursuantt to thisA Agreement, and any Patches, Updates, and Upgradest that arep providedt to  "LCM identifiest thel load controlr modules. Ford clarity, Patchesa arer notl Updates or Upgrades. "Release" means! both Updates and Upgrades. directlyt tot theF RNI byl TCPIPL backhaul communication. "RF" means RadioF Frequency. terms oftt thisA Agreement.  "Licensed Software" meanst the Softwarel licensed! hereunder pursuantt tot thet terms oftheA Agreement.  devices notp providedb bys Sensus orr reading FieldD Devices outsidet the Servicel Territory.  frequency tot ther relevant FlexNetE Base Station ord directyt tot the RNIb by TCP/IP! backhaul communication, ast thec caser mayl be. "RF Field Equipment" means, collectively, FlexNetE Base Stations, R100 units (fa any) andF Remote Transceivers (fa any). the SmartPoint Modules. The RNI hardware: specifications willl bep provided! by Sensus uponv written requestf from Customer. Sensus' Software asas Services solution andg gains accesst to Customer'st tenante environment: and data. bed described ont thep propagation studyi int thep parties' Spectrum Leasefi filingy witht theFCC.  L. "Serverk Hardware" means the RNIH hardware. piece OfRFF Field Equipment.  Customer pursuant tot thet terms ofthis Agreement. The Software does noti include anyt thirdp partys software. DD. "Updates" means releases ofthe Softwaret thato constitute ar minori improvementi inf functionality. EE. "Upgrades" means releases ofthe Software which constitute as significanti improvementi inf functionality ora architecture oft the Software. FF. "WANE Backhau" means thec communication! link! between FlexNet Base Stations andF Remote Transceivers and RNI.  CC. "Technicals Support" meanst thes servicess setf forth onE ExhibitB.    ExhibitA A Software  Software asa aService 1. Description ofs Services.  Thise exhibito containst the details oft the Saas that Sensus shall providet to Customeri ifboth; (p pricingf fort the application of Software asa a Service! has been provided tothe Customer; and (i)t the Customeri is currenti ini itsp payments tos Sensus' authorized distributor fors sucha application of Software asa a Service. Saas is a managed service inv which Sensus will ber responsible for the day-to-day monitoring, maintenance, management, and supporting of Customer's Softwaret tenanti in Sensus' (ori its subcontractors) data centers. Inas Software as a Service solution, Sensus owns (or has third parties operate or provide on itsb behalf)a allo components oft thes solution (server hardware, storage, data center, networke equipment, Sensus software, anda allt third-party software) requiredt to  A. Software asa a Service Generally.  run ando operatet the Applications! listed below. Theses software applications consist ofthef following (eacha an" Application"):  Regional Network Interface (RNI) Software Sensus Analytics Software Utility Datal Lake  The managed applications systems consist of thet hardware, Sensus Software, and other third-p -partys software thati is required toc operatet the Applications. Each Application will have a production and disaster recovery (as described below) environment Teste environments are notp provided unless otherwise specifically agreed! by Sensusi in writing. Sensusv willr managet theA Applications! byp providing 24x7x365n monitoring oft the availability andp performance oft the Applications. B. Use of Software as a Service. Subjectt tot thet terms oft this Agreement, Sensus shall make Software as a Service available to Customer toa access and use solely fort the Permitted Use ands solelyf fors sol long as Customer is currenti ini its payments tos Sensus ori its authorizedo distributor for Software as as Service. The Software asa a Service term commences ont the date that Sensusf firstr makes Software asa a Service availablet to Customer for use ande ends upont thee earlierd of: ()t the expiration ort termination oft the Agreement; (i) breach by Customer oft this exhibit or the Agreement; or (l) Customer's termination of Software asa Termination ofa an Application. Customer shall have the option ata any time beforet the end oft the Term tot terminate any Application by giving Sensus one hundredt twenty (120) days prior written notice. Such notice, once delivered to Sensus, isi irrevocable. Should Customer elect tot terminate any Application, Customer acknowledges that; (a) Customers shall pay all applicable fees, including any unpaid Software asas Servicef fees duei int the currento calendary yearp plus atenp percent (10%) earlyt termination fee, where such feei is calculated basedo ont the annual Software as a Service fee duei in the current calendar year; and (b) Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application int the Software as a Service environment but the Agreement has note expired ort terminated, then upon delivery oft the notice to Sensus, Customers shall purchase the necessary (a) RNI hardware froma at thirdp party and (b) RNIS software license ats Sensus' then-current pricing. No portion oft the Software as a Servicef fees shall bea appliedt tot the Sensus will providet the use ofr required! hardware ando orv virtual environments, locateda at Sensus' orat third-party's data center facility (as determined by  Service ass setf forth inp paragraph (C)b below.  purchase ofthe RNIM hardware ors software! license. Software asa a Servicer means onlyt thef following services: Sensus), thati is necessary toc operate the Application.  Sensus will provide production ando disasterr recovery environments for Applications. Sensus willp provide Patches, Updates, and Upgrades tol latest Sensus Hosted Software release. Sensus will configure andr managet the equipment (server hardware, routers, switches, firewalls, etc.)i int the data centers: Networka addresses andv virtual privater networks (VPN) . Standard time source (NTPorGPS) Security access points d. Respondt tor relevant alarms and notifications. Capacity andp performance management. Sensus will:  a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to proactively identify any potentiali issues related tos system capacity andlorp performance (ie., database, backspool, logs, message broker storage, . Ifani issue isi identified tol have a potential impact tot thes system, Sensus will open ani incidentt ticket and managet the ticket through resolution per Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard d. Manage and maintain thes servers storage capacity and performance oft the Storage Area Network (SAN), ina accordance tos standard configuration Exceptions may occur tot thes system thatr require Sensus tot take immediate action tor maintain the system capacity and performance levels, and Sensus has authorityt to make changes without Customer approval as needed, in accordance tos standard configuration and changer management  etc.) ExhibitB, Technical Support.  configuration and changer management policies andp procedures. ando changer managementp policies andp procedures. policies andp procedures. vi. Database management. Sensus will: Monitors space and capacity requirements. Respondt toc databasea alarms and notifications. Install databases software Upgrades andF Patches. indexes, consistency checks, run SQL querylagent jobs, etc. vii. Incidenta and Problem Management. Sensus will: Respond toi incidents and problems thatr may occur tot the Application(s).  Implement the datar retention plan and policy and willp providet thep policy uponr request.  Perform routine database maintenance and cleanup of database toi improve capacity and performance, such as rebuilding indexes, updating  Proactively monitor manageds systems (24x7x365) fork keye events andt thresholds toc detecta andi identifyi incidents. Maintain policies andp procedures forr respondingt toi incidents andp performing root cause analysis for ongoing problems.    Correlatei incidents andp problems where applicable.  Sensusp personnelv will uset thes self-service portalt to document andt tracki incidents. Customer's personnel and/ora any requiredt third-party vendort tor resolve thei issue. h. Provide telephone support consistent with ExhibitE B, Technical Supportir int thec case ofu undetectede events. Perfori intrusion preventiona and detection oft the data center network andf firewalls andr monitork logs anda alerts. Conduct periodic penetration testingo oft ther networka ando data centerf facilities. Conduct monthly vulnerability scanning! byb bothi internals staffa ande extemal vendors. Perform anti-virus and! Malware patchr management ons systems. generally availablef fromt the anti-viruss software provider. Respond to threatsf found ont thes system and workt toe eliminate any virus orn malware found. Adheret toa ands submito certificationt toN NERC/CIP Cyber Securitys standards. Provides securev webp portala access (SSL)tot the Application(s). ix. Backupa and Disaster Recovery! Management. Sensusv will:  Int thee event that Sensus personnel is unable tor resolve ani issue, thei issue will bee escalated tot the appropriate Subject Matter Expert (SME). Maintain responsibility for managing incident and problems through resolution (which may include workarounds) and will coordinate with a. Monitort the physical and cyber security of the server and Application(s): 24x7x365 to ensure systemi is secure, consistence with NIST security  vii. Security! Management Sensus will: standards.  Install updates tov virus protection software andi relatedf files (including virus signature files ands similar files) on alls servers from the update being Monitors industryr regulations'standardsi regarding security NERC, FERC, NIST, OpensG, etc. throught the Sensus security team.  Perfor dailyb backups ofd dataj providing one( (1)y year ofl historyf for auditing andi restoration purposes. Conducti incremental: andf full back-upst toc capture data, and changes tod data, ont the Application(s).  Back-upa and store data (ont tapes ord other storager media as appropriate) off-sitet top provide protection against disasters andt tor meet filer recovery d. Replicate the Application(s)e environments toag geographically separated data centerk locationt top provide af fullo disaster recovery environment fort the Generate a reportf following each and any disaster measuring performance against the disasterr recovery plana and identification ofp problem areas Maintaina a disaster recovery plan. Int the evento ofad disaster, Sensus shall providet the services in accordance with the disaster recovery plan. Int thec case ofad disaster andl loss ofa accesst toc or use oft the Application, Sensus would use commercially reasonable efforts pert the Recovery Time Objectives ("RTO')a and! Recovery Point Objectives (RPO): specified! herein to restore operations att thes same location ora atab backupl location within The RPO: shall bea at fullr recovery oft the Application(s), with anF RPO ofc one (1) hour, usingr nor more than at twenty- four (24)h hour old backup. All meter-related data shall bep pushed from each Base Station/TGB restoring the database tor real-time minus extemal interfaceds systems from the Data frome extemali interfaced systems shall ber recreated withina af forty-eight (48) hour periodv witht thea assistance of Customer personnel ands staff, Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management Customer willl logi incidents relatedt tot the managed Application with Sensus personnel via email, web portalt tickete entry, orp phone call. Responsiblet forp periodicp processing ofa accounts or readings (i.e., billingfi files)f for Customer's billings systemf forb billing oro other analysis purposes. Responsible fora any field labort tot troubleshoot: any SmartPoint modules ors smart metersi int thef fieldi inp populations that have been previously deployed vi. Firstr response labor tot troubleshoot FlexNet Base Station, R100s, Remote Transceivers ord otherf field networke equipment. ix. Create and manage user accounts, and periodically change and update account credentials with strong passwords ina accordance with security best  needs.  Application productions system. and plansf forr resolution. forty-eight (48) hours. day prior. asr needed. Customer Responsibilities: procedures.  h. The Applications shall have a" RTO" off forty-eight (48) hours.  Participatei ina allr requiredo configuration and changer management procedures.  anda accepted. practices. Customize application configurations. xi. Supporta application users. xii. Respondt toa alarms andr notifications.  vi. Responsible forl locala arear network security, configuration, management, ands support. vili. Identify andr research problems withr meterr reads andi meter read performance.  xii. Investigate application operational issues (e.g. meter reads, reports, alarms, etc.). xiv. Perform firmware upgrades over-the-air, ord delegate andi monitorf fieldp personnel for on-site upgrades. xV. Maintain industrys standard cybersecurity controls, standards, and bestp practices. Software as as Service does noti includea any ofthef following services: and agreedinasignedv writing between Sensus anda allt thea applicable parties.  xvi. Monitor for and promptly implement Patches, Updates, and Upgrades, both as provided by Sensus and other third-party software and hardware Anyi integration between applications, such as Harris MeterSense, wouldr require al Professional Services contract agreement tot bes scoped, submitted, Ifani itemi isr notl listedi ins subparagraphs ini item (D)a above, suchi itemi is excluded from the Software asas Service andi is subject to additional pricing. Sensus (ori its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (ori its contractors) and shall  providers.  Parts ork labor requiredt tor repair damaget to anyf field networke equipment thatist ther result ofaF Forcel Majeure event.  2. Further Agreements A. System Uptime Rate.  7    provide Customer access tot the managed Application(s) viai internet or pointt to point connection (ie. Managed-Access use), according tot the terms below. Sensus endeavors tor maintain ana average System Uptime Rate equalt tor ninety-nine (99.0) per Month (as defined below). The System Uptime  Rate, cumulative across allA Applications, shall bec calculated asf follows:  System Uptime Rate=1 100x (IMO-Total Non-Scheduled Downtime minutes int the Month)  TMO  Calculations Downtime int the! Month.  Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications int the applicable monthr minus the Scheduled b. Scheduled Downtime means ther number ofr minutes duringt the! Month, asr measured by Sensus, inv which access to any Applicationi iss scheduled to be unavailable for use by Customer due top planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by Customer due tor reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due toar need for  leasts seven (7) daysi ina advance ofc commencement oft the Scheduled! Downtime.  unplanned maintenance orr repair). Exceptions. Exceptions mean thef followinge events: ForceN Majeure; Emergency' Work, as defined below; and Lack ofl Intemet Availability, as describedi below.  Emergency Work. Int the event that Force Majeure, emergencies, security incidents, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitledt tot take any actions that Sensus, ing goodf faith, determinesi is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concer to any of the Application(s) ("Emergency Work). Such Emergency' Work may include, buti is notl limited to: analysis, testing, repair, maintenance, re-setting and other servicing oft thel hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made available (the "Managed Systems"). Sensus shall endeavor to provide advance notice ofs such Lack ofl Internet Availability. Sensus shall not ber responsible for any deterioration ofp performance attributable tol latencies int the publici internet or point-to-point network connection operated byat thirdp party. Customer expressly acknowledges and agrees that Sensus does not and cannot control thef flow of data to orf from Sensus' networks and other portions oft thel Intemet, andt thats such flow depends inp part ont thep performance of Internet services provided or controlled by third parties, and that att times, actions ori inactions ofs such third parties can impair or disrupt data transmitted through, andlor Customer's connections to, thel Intemet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts tot take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guaranteet that such events willr noto occur. Accordingly, Sensus disclaims any and allli liability resultingf from or relatingt tos suche events. iv. System Availability. For each montht thatt the System Uptime Rates fort thep production RNI falls below 99.0%, Sensus willi issue Customer the following  Emergency Work to Customer when practicable andp possible.  Service Level Credits: Less than 99.0% buta atle least 97.5% Less than 97.5%b buta atle least 95.0% Less than 95.0%  System Uptime Rate per calendar month  Service Level Credit  5%oft ther monthly RNI Saas Feesi inwhicht thes servicel level default occurred (Note: SaaSf fees arep pre-paida annually andf forp purposes ofS Servicel Level Credits are computed ona a monthly basis.) 10% oft ther monthly RNI Saas Feesi inw whicht thes servicel level 20% oft ther monthly RNIS Saas Feesi inv whicht thes servicel level  default occurred default occurred  Service Level Credits for any single month shall note exceed 20% of the RNI Saas Fee associated with the month in which the service level default occurred. Sensus records and data willl be the sole basis for all Service Level Credit calculations and determinations, provided thats such records and data must ber made availablet to Customer for review anda agreement by Customer. Tor receive a Service Level Credit, Customer must issue a writen requestr nol later than ten (10)d days after the Service Level Credita accrues. Sensus willa applye each valid Service Level Credit to the Customer's invoice within 2b billing cycles after Sensus' receipt of Customer's requesta and confirmation oft thef failuret tor meet the applicable Servicel Level Credit. Service Level Credits will not be payablef forf failurest tor meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will applyi if Customer is not current ini its undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused ServiceLevel Credits atthet time the Agreement terminatesy willb bef foreverf forfeited. THE SERVICE! LEVEL CREDITS DESCRIBED INT THIS SECTION ARE THE SOLEA ANDI EXCLUSIVE REMEDY FOR SENSUS' FAILURE TOMEET THE SYSTEMUPTIME REQUIREMENT OR/ ANY DEFECTIVE SAASF PERFORMANCE. INNOEVENTS SHALL THE AGGREGATE. AMOUNT OF SERVICE LEVEL CREDITS INA ANY ANNUALI PERIOD B. Data Center Site-Security. Although Sensus may modify suchs security arrangements without consent or notice to Customer, Customer acknowledges the followinga aret the currenta arrangements regarding physicala accesst toa ands supporto ofthep primary hardware components oft thel Managed Systems: Poweri infrastructure includes one orr more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up Air-conditioning faciities (for humidity and temperature controls) are providedi in orf for such computer room(s) and can ber monitored and adjusted for humidity andt temperatures settings and control. Sucha airs systems ares supportedb by redundant, back- -upa andlors switch-overe environmental units. V. Suche electrical andA AIC systems arer monitored ona and ongoing basis and personnel are available tor respondt tos systeme emergencies (fa any)i inr realt time.  EXCEED: 20% OFT THE ANNUAL RNI SAASF FEE.  Thec computerr room(s)i iny which thel hardware isi installedi is accessible only toa authorized individuals.  electrical power.  Dryp pipep pre-actionf fire detectiona ands suppression systems arep provided. vi. Data circuitsa area available viar multiplep providers and diversep paths, giving access redundancy. Customer shall promptly pay all Software asa a Service fees.  Responsibilities of Customer.  Customer may not ( carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed  8    Systems or any oft their functionality, performance, security ori integrity, nor attempt to do so; (i) impersonate any person or entity, including, but not limited to, Sensus, a Sensuse employee or another user; or (i)f forge, falsify, disguise or otherwise manipulate any identification information associated The provisioning. compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customer's Systems") is exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining @) the desktop environment used by Customer toa access the Application(s) managed by Sensus; and (i) Customer's network router andf firewall, ifapplicable, toa allow Upon receiving the system administrator account from Sensus, Customer shall create strong usemame and passwords for each of Customer's authorized users and complete the applicable Sensus registration process (Authorized Users). Such usernames, and passwords will allow Authorized Users to access the Application(s). Customer shall bes solelyr responsiblef forr maintaining thes security and confidentiality ofe each user IDa and password pair associated with Customer's account, and Sensus will notb beli liable for anyl loss, damage orl liability arising from Customer's account or any userl ID and passwordp pairs associated with Customer. Customeri is fully responsiblef fora alla acts and omissions thato occur throught the use of Customer'sa account and any user ID and password pairs. Customer agrees () not to allow anyone other than the Authorized Users to have any access to, or use of Customer's account or any user ID and password pairs ata any time; (i)t tor notify Sensusi immediately ofa any actual or suspected unauthorized use of Customer's account ora any ofs such user ID and password pairs, or any other breach or suspected breach ofs security, restricted use or confidentiality; and (ii)t tot take the Sensus-ecommended: stepst tol log outf from and otherwise exitt the Application(s) and Managed Systems att thee end ofe eachs session. Customer agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through Customer's account, account ID, usernames, or passwords. Customer wille ensure that its user ID and passwords are regularly (at least monthly) Customer shall be responsible fort the day-to-day operations oft the Application(s) and FlexNet System. This includes, without limitation, (r researching problems with meter reads and system performance, (i) creating and managing user accounts, (ii) customizing application configurations, (iv) supporting application users, (v)i investigating application operational issues, (vi)r responding to alarms and notifications, and (vii) performing over-the-air Description of Software Solutions. Sensus software consists ofac core communication module and a set of applications. Some applications are requiredt top perform basic solution capabilities, other applications are optional and add additional capabilities and function tot the overall solution. As Customer's business process expands andlor new Sensus offerings arer made available, additional applications and functionality can dynamically be Regional Network Interface. Thel Regional! Network Interface (RNI)O or Sensush head- endi ist the centralizedi intelligence oft theF FlexNet network; the RNI's primary objective is to transfer endpoint (such as meters) data to the Customer and the advanced feature applications. The RNI is adaptable to Customer configurations bys simultaneously: supporting a wide range ofF FlexNete enabled endpoints; including but not limited tor meters (electric, water, Utility! Data Lake. Subject tot the terms oft this Agreement, Sensus will make the Utility Data Lake (UDL") available to Customer to access and use solely for the Permitted Use and solely for so long as Customer is currenti ini its payments to Sensus ori its authorized distributor for Software asa Service. Sensus shall provide upt tot three (3)) years ofF FlexNet System dataa ands scan upt tof five! hundred (500) GBP per month ofF FlexNet System data. If Customer exceeds the allotment of five hundred (500) GB per month ofs scanned data (regardless oft the access method) an overage charge will be assessed to Customer and be payable according to the terms outined by Sensus' authorized distributor. Sensus will also provide Customer UDL Sensus Analyticsi isad cloud-based: solution and data platform that allows storage andr retrieval ofr raw reads and datai from other sources fora analysis, exportation, and A. Integration of Sensus Analytics. Sensuss shall providei integration supports services to Customer only tot thee extents specifically provided! below:  with Customer's access tooru use oft theA Application(s).  data tof flow betweent the Customer's Systems and Sensus' Managed Systems inas secure manner viat the publicl Internet.  changed, andt thato only strongy user IDa andp password pairs areu used. commands (sucha asf firmware updates or contiguration changes).  D. Software Solution Components.  addedt tot thes solution, provided Customer purchases such additional applications.  gas)a ando other sensing devices.  training, whichi includes upt toe eight (8) hours ofp professionals services consultingt time.  3. Sensus Analytics  inquiry orr reporting. The platform provides applications andr reporting capabilities.  Sensus shall provide Customer with as simplef flatf files specification! known as VFlex fort thei integration oft the Customer's back-offices systemt tot the Sensus Analytics modules. The VFlex shall contain thef following types ofii information: Devicei ids, end usersi in the system, end user status, end user account information, endu userame, and othere endu user details. This flatf filer may bec delimited orf fixed width. Customer shall producet thisf filea andt transmit ittot the FTP location designated by Sensus. Whens sent tot the Sensus FTPSs servers, this file exchange wille enablet the system tob become operational with the Customer's systems. Customer shall producet thisf file andt transmit ittot the FTPI location designated by Sensus. Sensus will provider reasonable support toe explain to Customer ther required VS. optional fieldst thata arei int thes specification, testinga andy validation oft thet filef format and content. Ins scope andi included integration efforts: kick-off meeting to engage all required parties, mapping the Customer's fields to the VFlex specification, validation ofe expected output, anda at two (2)! hour systemr review of Sensus Analytics application andi integration with the Customer's: system (conducted . Outo ofs scopea ands subjectt toa additional charges will bet thet transformation ofd data where business logici including coder must be writtent tor modifyt thet field Sensus' integration services consist off four (4) hours of assistance (remote or on-site, as determined by Sensus). Ifa additional time is needed to Ifani item is not listed ins subparagraphs () or (i) above, such item is excluded from the integration of Sensus Analytics Support and is vi. Data Import. The Sensus Analytics Application contains adapters for thei import of data from; (a) Customer's FlexNet System; and/or (b) AutoRead  remotely).  content or formato oft thec datat tor meett the VFlex specification.  complete thei integration efforts, Sensuss shalli invoice Customer fora additionalf fees ona ana actual time andr materials basis.  subjectt toa additional pricing. vii. Customer Acknowledgements.  applicationf forh handhelda ando drive bys systems, as applicable.  Customer acknowledges that the Sensus Analytics Application provides upt tof fifty (50) userk loginsf for Customer's use. Customer acknowledges and agrees the Sensus Analytics Application isb based upon the actual number ofE End Users within Customer's Service Territory. Pricingr mayi increaseifc Customer's Servicel Territory ora actual number ofEndl Users expands. Customer acknowledges that all data relatedt tot the Sensus Analytics Applications is geographically hosted within the United States ofA America. Customer accepts theg geographicl location ofs suchl hosting andi indemnifies Sensus fora any claims resultingt therefrom. d. Customer acknowledges and agrees thatt the Intellectual Property provisions oft this Agreement applyi ina allr respects to Customer's access to and Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customer's operations ors saving Customer money, nori is Sensusl liable for any damages resulting from decisions made by Customer relatedt to  usec ofthe Sensus Analytics Applications. Customer's use of Sensus Analytics.  9    Customer acknowledges thato data will bes storedf fort three (3)y yearsfi from uploada and Sensus may deletet thec data aftert this timec or upon termination A. Sensusi incorporates varioust third-party softwarei ini its Software, ands sucht third- -partys software may changef fromt time tot time. Sensust takes reasonable efforts toir implement patches ord other fixes ast they become available ina accordance witha ap particular version's Engineering Support policy. Uponv written request by Customer. Sensus shall provide a software bill ofr materials (SBOM)i inafi flef format of Sensus' discretion which lists thet third-party software applications and versions incorporated int the Sensus Software. Tot thee extentr required by a third-party software provider. Customer hereby agrees to abidel by at third-party's  ofthe Agreement.  4. Third Party Software.  end-userl license agreement (EULA).  10    ExhibitB Technical Support  1. Introduction  Sensus Technical Services provides utility customers witha a single pointo of contactf for Tier supporto oft technicali issues as well as any coordination ofa additional resources requiredt tor resolve thei issue. Requests thatr requires specializeds skills aret tob bef forwardedt toas senior supporte engineer or Technical Advisorv within the teamf forf furthera analysis. IfTechnical Services has exhausted allt troubleshootinge efforts fort thep productt type, thei issue wille escalatet tot the Engineering Support  Team. Occasionally, on-site toubleshotinganayss may ber required. Thep preferred order ofo on-sites supportis: a. The Customer (fora assistance witht thee easiesta andl lowestt time consuminga activitiess such asp powero on/power off). Sensus employees ord contracted personnel, ifrequired tof fulfila a contract commitment. Products, Sensus Lighting Control, and! Demand Responsel Management System (FlexNetHome). 2.3. Reactive reportingt tois isolate, document, ands solve reported hardwarelsoftware defects.  The locald distributor. Support Categories  2.1. General questions regarding functionality, use ofp product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering  2.2. Proactive reportinga and resolution ofp problems. 2.4. Respondingt tos service requests andp producto changes.  2.5. Addressing customeri inquiries withp printed ore electronic documentation, examples, ora additional explanationlclaificaton. hours, holiday andv weekends supportf for Severity and Severity 2i issuesi is availablel by calling 1-800-638-3748, option #.  3. Support Hours Support Procedures  3.1. Standard Supporth Hours: Toll-f freet telephones suport/1-80.63837484 option #2)i is available Monday thrul Fridayf from 8:00a.m. EST to8 8:00 p.m. EST. After- 4.1. Customeri identifies ani issue orp potential problem and calls Technical Services at1 1-800-638-3748 Optionf #2. The Customer Service. Associate orl Technical 4.2. The Customer Service Associate orT Technical SupportE Engineer willi identifyt the caller name and utility byt the assigneds software serialr number, city, ands state basedo onv wheret the call originated. The Customer Service Associate or Technical SupportE Engineer will require al brief description oft thep problem symptoms, ore error messages depending onr nature oft thei incident. Ther nature oft thep problem and severity! levels will ber mutually agreed upon by both parties (eithera at thet time thei issue is entered orp priort tou upgrading ord downgrading ane existingi issue) usingt the severity definitions below asa a guideline. Thes severity leveli is then captured into SalesForcef fort ticket creation andr resolution processing. Any time duringt the processing oft this ticket, ifthes severilty level is changed by Sev1 Customer's production systemi is down. Thes systemi is unusable resultingi int total disruption ofw work. Nov workaroundi isa available and requires Example: Network mass outage, allr reading collection devicesi inoperable, inoperable heade end software (e.g..F FlexWWare, Sensus! MDM). Nota ablet to Sev2N Majors systemf feature/function! failure. Operations ares severelyr restricted; therei isar major disruption ofw work, noa acceptable work-a -aroundis Examples: Examples: Networke equipmentf failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g. AR5500, VXU, VGB, or CommandLink); heade ends software application hasi important functionality notv working ando cannot create exportf filef for Example: Minorr network equipment failure (e.g.. Echo/Remote false alarms orE Base Stationt transceiver false alars); head ends software application operable butr reports arer notr running properly, modificationo ofv view ors some non-critical function oft thes softwarei isr notr running. 4.3. The Customer Service Associate orl Technical Support Engineer identifies whether orr nott the customeri is ons support. Ift the customer is not ons support, the 4.4. Calls are placedi inag queuef from which they are accessible tol Technical Support Engineers on af firstcome-firstserved, basis. A1 1stl level Customer Service Associate may assistt thec customer, depending ont the dificulty oft thec call andt ther representative's technicalk knowledge. Technical Support Engineers (Tier1 support) typically respond/resolve the majority of calls based on their product knowledge and experiençe. A call history for the particular account is researched tor note any existing pattem orift the calli is ar new report." Thisr research provides ther representative ab basis and understanding oft the accounta as Technical Services confirms thatt there is ani issue orp problem that needsf further analysis to determine its cause. The following information must be collected: a detailed description oft the issue's symptoms, details ont the software/hardware product and version, a description oft the environment in b. Technical Services will check thei internald database and product defectt tracking system, tos seei if reports ofas similar problem exist, andi ifa any working solutions were provided. Ifa an existing resolution is found that will address the reportedi issue, it shall be communicated to the customer. Once itis Iftherei isr nok known defecto or supportt that definest thet behavior, Technical Services will work with the customer tor reproduce thei issue. Ifthei issue can ber reproduced, eithera att the customers site orv withins supporto center test! lab, Technical Services wille escalatet thet ticketf forf furtheri investigation/ resolution. Ifthei issuei involves units that are considered tobe defectivev withr nok knownr reason, ther representativer will opena a Speciall Investigation RMA throught the SalesForces system. Ifitis determinedt thatas samplei isr requiredf forf furthera analysis,t the customer will bep providedy withi instructions that detail where tos send the products sample(s) foran root causea analysis. Once itis determined thatt thei issue cannot ber resolved by Tier1 1 resources, thet ticketv willb bee escalated to1 Tier2 supportf for conimatonwonarounds tor resolve immediate issue. Technical Services willi immediately contact the customer to advisec oft thee escalation. The response ande escalation times arel listedi in Section5 5. Att this time, screen shots, logf files, configuration files, and database backups will be createda and  SupportE Engineer wills submita as SalesForce ticket.  Sensus, the customer will be updated. Severity Levels Description: immediate attention. generate billingf files.  available, andf failurer requiresi immediate attention. billings system operations.  Sev3 The systemi isu usable andt thei issue doesn'ta affecto criticald overall operation. customeri is advised oft thes service options as well as any applicable charges thatr may beb billed. well as any associated problems and/orr resolutionst thath have! been communicated. whicht thei issue arises, anda alistofa any corrective action alreadyt taken. confirmed that thei issuel has beenr resolved, thet ticketi is closed.  attachedt tot thet ticket.  11    5. Response and Resolution' Targets.  Sensus Technical Support will make every reasonablee effortt ton meett thef following response and resolutiont targets:  Severity 1  Standard' Target Response 30Minutes  Standard' Target Resolution Immediately assignt traineda ando qualified Services Stafft toc correctt thee error ona an expedited! basis. Provide ongoing communication ont thes status ofa correction (24 hours). Assignt traineda and qualified Services Stafft to correctt thee error. Provide communication: asu updates occur (48 hours).  Resolution (onec orn more oft the following) Satisfactory workaroundi isp provided. Programp patchi is provided. Fixi incorporatedi intof futurer release. Fixo orv workaround incorporatedi into SalesForcel Knowledge Base. Satisfactory workaroundi isp provided. Programp patchi isp provided. Fixi incorporatedi intof futurer release. Fixorworkaroundi incorporatedi into SalesForcel Knowledge Base. Answert toc questioni isp provided. Satisfactory workaroundi isp provided. Fixo or workaroundi incorporatedi into SalesForce Knowledge Base. Fixi incorporatedi intof futurer release.  2  4hours  3  1Business Day  30b business days  Problem Escalation Process. authority.  6.1. lfther normals supportp process does notp produce the desired results, orift thes severity has changed, thei issue may bee escalated asf followst toal higher leveld of 6.1.1.1. Severity 1 issues are escalated by Sales orl Technical Servicest toa Supervisori ifnotr resolvedv within 2h hours; tot the! Managerl leveli ifnot resolved within 41 hours; tot the! Directorl leveli ifnotr resolvedy withint thes same! business day; andt tot the VPK leveli ifnotr resolved within 24H hours. 6.1.1.2. A customer may escalate ani issue by calling 1-800-638-3748, Option 2. Please specify the SalesForce ticket number and ther reason why the 6.1.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products, they may escalate a given 7.1. Sensusp provides online documentation for Sensus products, and all Sensus customers are provided access tot this online database, whichi includes operation, configuration and technical manuals. The customer shall provide names and email accounts to Sensus so Sensus may provide access to the product 7.2. Specialized: supportf from Sensusi is available ona af fee basis toa address supporti issues outsidet thes scope oft this supportp plan orifn noto covered undera another specific contracto ors statemento ofwork. Fore example: specializeds systems integrations services or out ofv warranty networke equipment repair. 7.3. Int thee event customers submits at ticketf forav version oft the Software outside oft the Engineering Support window andi isr nota ablet tor resolvet thep problem without engineering resources. Sensus shall have no obligation to provide Engineering Support and Customer shall upgrade to the most current version of the 7.4. Customer acknowledges that nota all problems andb bugs with the Software may ord can! bef fixed. The Software and Soffware asa a Service( (includingt third party software usedi in connectiony with the Software as a Service)r may have security vuinerabilities. Sensus may address vulnerabilities withi its Software through Patches, Updates or Upgrades thati itr makes available from time-to-time. As between thep parties, Customer has the obligationt tot timelyi implement Patches,  issue ist beinge escalated.  SalesForcet tickett tol Manager ofT Technical Services (1-800-638-3748, Option2).  7. General Support Provisions and Exclusions.  documentation.  Software.  Updates and Upgrades.  12        Agenda Item #_ 5  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19, 2024  ITEM: MEMORANDUM OF UNDERSTANDING- BAY COUNTY  1. PLACED ON AGENDA BY: Eddie Cook, City Manager  2. AGENDA: PRESENTATION PUBLIC HEARING OLD BUSINESS REGULAR  3. IST THIS ITEM BUDGETED (IF APPLICABLE)?: YES K No  4. BACKGROUND: (WHY,WHAT, WHO, WHERE, WHEN, HOW, & IDENTIFY ALLATTACHMENTS)  This is for reimbursement from Bay County for the City of Callaway Comprehensive Plan  ATTACHMENTS: Memorandum of Understanding  5. REQUESTED MOTION/ACTION: APPROVE CONTRACT FORI REIMBURSEMENT FOR OUR COMPREHENSIVE PLAN    MEMORANDUM OF UNDERSTANDING BETWEEN BAY COUNTY, FLORIDA  ANDTHE CITY OF CALLAWAY, FLORIDA  SECTION: 1.  PURPOSE.  The purpose of this Memorandum of Understanding effective  between Bay County and the City of Callaway, Florida (the "City") is to create the terms under which Bay County shall act as the grant/fiscal manager for funding the needs oft the  City's Compatible Use Plan.  Bay County, Florida and Tyndall Air Force Base (TAFB) finished their Compatible Use Plan (CUP) in April 2021. Bay County has a grant from the Office ofLocal Defense Community Cooperation to assist the City with amending its Comprehensive Plan and land use regulations to implement the CUP, including updating its planning horizons, population projections and growth management policies to help ensure that new growth in compatible  with the changing mission of Tyndall Air Force Base (the "Grant").  SECTION:2. period term.  TERM.  Bay County will serve as the fiscal agent for the Grant for the City for the grant  SECTION 3.  COSTS  There are no costs involved in administering the grant. This memorandum shall set forth the process that once the City finalizes a scope of work meeting that approved by the Office of Local Defense Community Cooperation, the County will work with the City to  help administer the grant.  SECTION. 4.  INDEMNIFICATION.  Since both parties are subject to the protection ofs section 768.28, Florida Statutes as it relates to sovereign immunity, each party shall be responsible for the negligence ofi its  own employees or agents but does not waive their sovereign immunity.  SECTION 5.  RESPONSIBILITIES    Comply with the requirements of the grant agreement between the Bay County, The City, and the Office of Local Defense Community Cooperation (the "Office")  described in Attachment A.  Provide to the Office quarterly progress reports and an explanation of any slippages ifobjectives are not met, and adhere to due dates outlined in the Schedule of Reports in the  Grant Agreement.  Submit a complete and accurate invoice/request for reimbursement and supporting documents for costs incurred and paid by the City during the period of performance under this MOU. The City invoices/request for reimbursement shall contain only allowable costs and shall be mathematically correct in computation and amount. In no event shall the City be reimbursed for any costi incurred in excess oft the total approved budget oft this MOU. Provide the Bay County and the Office with copies of final deliverables.  SECTION 6. COUNTY Bob Majka County Manager Bay County 840 W. 11"St Panama City, FL32401 Ian Crelling, Community Development Director Bay County 840 W. 11"St Panama City,FL32401 Tommy Hamm, Chairman   CONTACT PERSONS.  CITY  Ed Cook City Manager City of Callaway 6601 Highway 22 Callaway, FL32404 Bill Frye Director of Public Works City of Callaway 324S. Berthe. Avenue Callaway, FL32404  Ed Cook,  Manager City  OCobur 22024  Date  Date        Agenda Item #  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: NOVEMBER 19,2024  ITEM: PLAT REVIEW -] EAST BAY PARK, PARCEL ID07273-000-000 & 07272-020-000  1.P PLACED ONAGENDA BY: Eddie Cook - City Manager  2. AGENDA: PRESENTATION PUBLICHEARING OLD BUSINESS REGULAR  &  Bill Frye, Director of] Public Works/Planning 3. ISTHIS ITEMI BUDGETED (IF APPLICABLE): YES NoD  N/A  4. BACKGROUND: (WHY,WHAT, WHO, WHERE, WHEN,HOW, & IDENTIFY ALLATTACHMENTS) Bay Park located at thel Northeast corner of Wallace Road and S. Katherine Avenue.  Richark Pfunter, PE ofDewberry Engineering, is requesting to plat and subdivide the property to be named East The Public Works Department and Fire Department have reviewed the Preliminary Plat and have no outstanding issues or concerns. The Planning Department has found that the plans meet the requirements of  LDR, and Comprehensive Plan.  ATTACHMENTS:  Preliminary plat of East Bay Park  Vicinity Map  5. REQUESTED MOTION/ACTION:  City Commission approval of the Plat for the Harvey Heights.    a!    ew  t  eM  DAV aypeg  eypegs  L  Ayeupeyey- t  ued Mr - 8  OAV awoo,  OAVI jewoos S-  Awwel  Awwel        Agenda Item # 1  CITY OF CALLAWAY BOARD OF COMMISSIONERS AGENDA ITEM SUMMARY  DATE: 11/19/2024  ITEM: DRMP BERTHE BRIDGE CEI TASK ORDER AMENDMENT #1  1. PLACED ON AGENDA BY: Eddie Cook, City Manager  2. AGENDA: PRESENTATION PUBLIC HEARING OLD BUSINESS REGULAR  3. Is THIS ITEM BUDGETED (IF APPLICABLE)7: YES No! K  % Cent Surtax  4. BACKGROUND: (WHY,WHAT, WHO, WHERE, WHEN, HOW, & IDENTIFY ALLA ATTACHMENTS)  Due to the extend time to complete the Bridge, the CEI (DRMP) has run out of hours to complete their portion of the project. This also includes all the documentation to close out the project. The  estimated not to exceed amount of $46,780 will cover through December.  ATTACHMENTS: CEI Amendment #2  5. REQUESTED MOTION/ACTION: APPROVE DRMP CHANGE ORDER #2 FOR CEI INCREASE OF AI NOT TO  EXCEED AMOUNT OF $46,780.    DRMP October 31, 2024 Ed Cook City Manager City of Callaway 6601 East Hwy. 22 Callaway, FL 32404 Subject: Mr. Cook,  1.833.811.3767 www.DRMP.com  CEI Services Fee/Manhour Proposal  City of Callaway  Berthe Avenue Bridge Replacement-Amendmentz  Please find the attached amendment for Construction Engineering Inspection (CEI) services on the The original fee proposal was based on project administration and construction inspection services for an 8 month construction period along with a reduced number of hours during the preconstruction and post construction phases. At this time, an amendment is required to extend the CEI time to match the actual construction time and also make adjustments for the additional testing required construction. The DRMP CEI team has actively worked to reduce the CEI fees for this project by assigning a qualified Inspector to the project under the oversight of a Senior Inspector and limiting time on site when progress was slow. However, due to the additional inspection required during bridge construction, the amendment reflects an additional 2.5 months of inspection services associated with the 20 month construction period. We are proposing to continue using a qualified Inspector for this The following pages will identify the scope and fee for field inspection and coordination services necessary to continue administering the construction contract for this project. DRMP understands that our primary role in providing CEI Services is to inspect the contractor's work and act as an extension of City staff. We recognize that the frequency and scope of our inspection depends on the work activities in progress and will adjust services as necessary to meet the intent of the contract while also If you have any further questions or need any clarification of the enclosed information, please  above referenced project.  work in lieu of a full time Senior Inspector as a cost saving measure for the City.  ensuring critical activities are monitored. contact me at 256-503-2163.  Sincerely, DRMP, Inc. Megan Senior ymp  PE  Project Engineer