6:00 Pm City Council Chambers

CITY COUNCIL COMMITTEE OF THE WHOLE MEETING NOVEMBER 4, 2020|6:00 PM CITY COUNCIL CHAMBERS

Call to Order Roll Call Approval of Minutes of Previous Meetings – October 28, 2020 Special Presentations and Reports All items listed in section “Special Presentations and Reports” are for informational purposes only. As such, the city council is not expected to take action at this time on any item listed below. A. Proposed 2021 Budget and Three-Year Financial Plan This evening begins the discussions and deliberations on the Proposed 2021 Budget and Three- Year Financial Plan that will be occurring over the course of five city council meetings before the budget’s final adoption on December 16th.

Initiatives and Other Items B. Acceptance of a Plat of Easement for Stormwater Management Purposes within the Site Located at 1175 N. McLean Boulevard aka Culver’s (No cost) Objective: Fulfill the City’s obligation to maintain reliable infrastructure for serving businesses and residents.

C. Acceptance of an Easement Agreement for the Site at 1620 Villa Street for an Offsite Stormwater Management Area (No cost) Objective: Fulfill the City’s obligation to maintain stormwater detention facilities serving businesses and residents.

D. Purchase Agreement with GraybaR for the Purchase of Programmable Logic Controllers Upgrades ($116,196) Objective: Provide adequate water supply by upgrading aging equipment.

E. Resolution Establishing a Schedule of City Council Meetings for 2021 (No cost) Objective: Establish a schedule of city council meetings for 2021 to comply with requirements of the Open Meetings Act.

F. 2021 Health Insurance Program with Blue Cross Blue Shield of Illinois ($10,690,734 for active employees; $1,198,486 for retired employees) Objective: Provide fiscally sound health insurance program access to employees, retirees and their dependents.

COMMITTEE OF THE WHOLE AGENDA November 4, 2020

G. ESRI Geographic Information System Server Upgrades ($23,300) Objective: Add additional servers and upgrade processing capabilities to the City geographic information system to improve the working environment, productivity and support.

Announcements from Council Announcements from Staff Adjournment

PLEASE NOTE: The City of Elgin is subject to the requirements of the Americans with Disabilities Act of 1990. Individuals with disabilities who plan to attend this meeting and who require certain accommodations in order to allow them to observe and/or participate in this meeting, or who have questions regarding the accessibility of the meeting or the facilities, are requested to contact the Human Resources Department at (847) 931-6076 or TT/TDD (847) 931-5616 promptly to allow the City of Elgin to make reasonable accommodations for those persons.

AGENDA ITEM: A MEETING DATE: November 4, 2020

PROPOSED 2021 BUDGET AND THREE-YEAR FINANCIAL PLAN

This evening begins the discussions and deliberations on the Pro- posed 2021 Budget and Three-Year Financial Plan that will be occurring over the course of five city council meetings before the budget’s final adoption on December 16th.

AGENDA ITEM: B MEETING DATE: November 4, 2020

ITEM: Acceptance of a Plat of Easement for Stormwater Management Purposes within the Site Located at 1175 N. McLean Boulevard aka Culver’s (No cost)

OBJECTIVE: Fulfill the City’s obligation to maintain reliable infrastructure for serving businesses and residents.

RECOMMENDATION: Approve the acceptance of the Plat of Easement for Stormwater Management Purposes within the site located at 1175 N. McLean Boulevard aka Culver’s.

The proposed easement for the Culver’s restaurant at 1175 N. McLean Boulevard allows the City to enter onto the private property if the property owners fail to maintain the stormwater facilities and also ensures the area remains utilized for stormwater management purposes.

BACKGROUND

The owner identified as McLean Blvd Crossing LLC, provided engineering plans for Culver’s restaurant at 1175 N. McLean Boulevard, which were reviewed and subsequently approved by the engineering department. The development is located between Todd Farm Drive and Big Timber Road. A location map is provided as Attachment A.

Certain single lot developments such as the subject site are required to provide a stormwater management facility to account for the amount of impervious area constructed. Under Article 6 of the Kane County Stormwater Ordinance, it is the property owner’s responsibility to provide long term maintenance for the stormwater management facility. The proposed easement allows the City to enter onto the private property in the event the property owners fail to maintain the stormwater facility. The easement also ensures the area remains a stormwater management facility.

OPERATIONAL ANALYSIS

The easement will allow the City access to the property in the event the property owners fail to maintain the stormwater facilities and encumber those areas, so they remain stormwater management facilities.

INTERESTED PERSONS CONTACTED

None.

FINANCIAL ANALYSIS

There are no direct immediate costs associated with the acceptance of the easement.

BUDGET IMPACT

FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT AMOUNT BUDGETED AVAILABLE N/A N/A N/A N/A N/A

LEGAL IMPACT

None.

ALTERNATIVES

None. The Kane County Stormwater Ordinance requires easements to be granted for the maintenance of stormwater facilities in the event the owners fail in their maintenance obligations.

NEXT STEPS

1. Approve a resolution accepting the plat of easement.

2. Record the plat of easement at the Kane County Recorder’s Office.

3. Provide a copy of the recorded document to the site owner.

Originators: Brooke Snow, Engineer I Ronald L. Rudd, P.E., City Engineer

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, City Manager

ATTACHMENTS A. Location Map B. Plat of Easement

AGENDA ITEM: C MEETING DATE: November 4, 2020

ITEM: Acceptance of an Easement Agreement for the Site at 1620 Villa Street for an Offsite Stormwater Management Area (No cost)

OBJECTIVE: Fulfill the City’s obligation to maintain stormwater detention facilities serving businesses and residents.

RECOMMENDATION: Approve the acceptance of an easement agreement for the Everclean Carwash site at 1620 Villa Street for an offsite stormwater management area.

Lambert Lane was constructed in 2009 at U.S. Route 20, extending to Hillard Drive to provide a full access point to the Oak Ridge subdivision. To comply with the Kane County Stormwater Man- agement Ordinance, a temporary detention basin was constructed south of Lambert Lane. Con- structing the Everclean Carwash at 1620 Villa Street results in the subdivision of the property that the temporary detention basin was constructed. The new subdivision provides a lot for the Ever- clean Carwash and a permanent detention basin.

With this new development, the permanent detention basin will have an overflow route through existing storm sewer lines under Lambert Lane to the Metzger’s property on the northeast corner of Lambert Lane and Route 20. The main purpose of the Kane County Stormwater Management Ordinance is to manage and mitigate the effects of urbanization on stormwater drainage and reduce the potential for property loss from flood damage. In order to fulfill the ordinance, an easement over the stormwater overflow route is needed to effectively maintain this area for stormwater flow.

An easement agreement is the best option for this site since the Metzger family owns the parcel the detention basin is located on and the maintenance obligations are more detailed than what is stated in the City’s stormwater management easement provisions. The easement agreement fulfills the obligations of the Kane County Stormwater Management Ordinance and allows the City access to the stormwater management area if the responsible party ever fails to maintain the overland flow route for stormwater management purposes.

BACKGROUND

The owner identified as Everclean CW, LLC provided engineering plans for the development at 1620 Villa Street, which were reviewed and subsequently approved by the engineering department. The development is located between Hillard Drive and Lambert Lane. A location map is provided as Attachment A.

Certain single lot developments, such as the subject site, are required to provide a stormwater management facility to account for the amount of impervious area constructed. Per Article 6 of the Kane County Stormwater Ordinance, it is the property owner’s responsibility to provide long term maintenance for the stormwater management facility.

Per Article 9 of the Kane County Stormwater Ordinance, one of the primary objectives of the stormwater ordinance is to protect the public health and safety while reducing the potential of loss of human life and property from flood damage. The proposed stormwater management facility for 1620 Villa Street has an overland flow route across the Metzger Family property, located at the northeast corner of Route 20 (Villa Street) and Lambert Lane. In order to fulfill the obligations of the Kane County Stormwater Ordinance, the proposed easement agreement between Everclean CW, LLC and the Metzger Family was created. The City is party to the agreement which allows the City to enter onto the private property in the event the responsible party fails to maintain the overland flow route for stormwater management purposes.

OPERATIONAL ANALYSIS

The easement agreement will allow the City access to the property in the event the responsible party fails to maintain the overland flow route for stormwater management purposes.

INTERESTED PERSONS CONTACTED

Representatives of Everclean CW, LLC and the Metzger family.

FINANCIAL ANALYSIS

There are no direct immediate costs associated with the acceptance of the easement agreement.

BUDGET IMPACT

FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT AMOUNT BUDGETED AVAILABLE N/A N/A N/A N/A N/A

LEGAL IMPACT

None.

ALTERNATIVES

None. The Kane County Stormwater Management Ordinance requires the establishment of the overland flow route for stormwater management purposes

NEXT STEPS

1. Approve a resolution accepting the easement agreement.

2. Record the easement agreement at the Cook County Recorder’s Office.

3. Provide a copy of the recorded document to Everclean CW, LLC and Metzger Family.

Originators: Brooke Snow, Engineer I Ronald Rudd, City Engineer

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, City Manager

ATTACHMENTS A. Location Map B. Easement Agreement

This Instrument Prepared by and Return After Recording to:

William A. Cogley City of Elgin Legal Department 150 Dexter Court Elgin IL 60120-5555

EASEMENT AGREEMENT THIS EASEMENT AGREEMENT made and entered into this ____ day of ______, 2020, by and between EVERCLEAN CW LLC 7, (hereinafter referred to as the

“Grantee”) METZGER FAMILY TRUST NUMBER 101, DATED JUNE 3, 2020, and THE SUSAN L. METZGER TRUST DATED JUNE 6, 2002, (hereinafter collectively referred to as the “Grantor”) and the CITY OF ELGIN, a municipal corporation, (hereinafter referred to as the

"City"). W I T N E S S E T H WHEREAS, the Grantor owns the real property depicted on the plat of easement prepared by Haeger Engineering LLC, dated August 20, 2020, attached hereto as Exhibit A and incorporated herein by this reference, said property being located at the northeast corner of the intersection of U.S. Route 20 (Lake Street) and Lambert Lane, being commonly known as 30 W. Lake Street, Elgin, Illinois, and having Permanent Index Numbers 06-29-201-004 (hereinafter referred to as the “Subject Property”); and WHEREAS, the Grantee owns the real property located at the northwest corner of the intersection U.S. Route 20 (Lake Street) and Lambert Lane, being commonly known as

______, Elgin, Illinois, and being legally described in Exhibit B hereto (hereinafter referred to as the "Benefitted Property"); and WHEREAS, the Grantee desires to obtain a permanent easement from the Grantor for the benefit of the Benefitted Property for the purposes of constructing, maintaining, operating and repairing a stormwater overflow route over that portion of the Subject Property depicted by

- 1 - the area designated “Stormwater Management Easement” on the above-referenced Exhibit A, as legally described on said Exhibit A (hereinafter referred to as the “Easement Premises”); and WHEREAS, the permanent easement from the Grantor to the Grantee is also intended to provide the City a permanent easement to enter upon the Easement Premises in the stormwater management areas and to provide the City the right, but not the obligation, to enter the Easement Premises to inspect and repair the stormwater management facilities in the event the

Grantee fails to perform its maintenance obligations with respect to said facilities; and WHEREAS, the Grantor has agreed to grant such permanent easements to the Grantee and the City for such purposes and pursuant to the terms and conditions of this Easement

Agreement. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid to the Grantor, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. That the Grantor does hereby grant to the Grantee and its successors and assigns of the Benefitted Property a permanent and exclusive (except as otherwise provided for in this Agreement) easement for stormwater drainage from the Benefitted Property and for the construction, installation, reconstruction, replacement, alteration, enlargement, relocation, inspection, maintenance, operation, repair, renewal and removal of a stormwater overflow route, along with any appurtenances or facilities related thereto (the “Stormwater Improvements,” herein), within, over, under, along, across and through the Easement Premises, together with the right of reasonable and necessary ingress and egress to and from the Easement Premises with such personnel and equipment as may be deemed reasonable and necessary in connection with the exercise of the rights granted herein. The design and construction of the Stormwater

Improvements in the Easement Premises on the Subject Property shall be as outlined in the Stormwater Report for the Benefitted Property and in accordance with the City of Elgin’s ordinances and the final engineering plans approved by the City of Elgin. No change to the grade, topography or Stormwater Improvements in the Easement Premises shall be made without the

- 2 - prior written approval of the City of Elgin. The Grantor as owner of the Subject Property hereby reserves the right to relocate, modify, reconfigure and resize the Stormwater Improvements in the Easement Premises herein defined as part of the stormwater management easement granted herein as needed based on any future development and needs of that development and will not consider any subsequently constructed Stormwater Improvements location to be a restrictive feature for future development to plan and/or design so long as any relocation, modification, reconfiguration and/or resize of the Stormwater Improvements herein identified shall be done at the approval of the City of Elgin without the need of approval of the owner of the Benefitted Property. Such relocated Stormwater Improvements may be either surface drainage or subsurface drainage in the discretion of Grantor and with City of Elgin approval. 2. That following the exercise by the Grantor of any easement rights granted herein, the Grantee shall promptly repair and restore the Easement Premises to the same condition as existed immediately prior to the existence of such rights as is reasonably practicable, including the repair and restoration of any driveway and parking areas in the Easement Premises permitted under this Agreement, and shall leave the Easement Premises and surrounding premises free from debris, at the Grantee’s sole cost and expense; provided, however, that the Grantee shall not replace or repair any trees within the Easement Premises, nor replace or repair any damage to any fences or other structures or improvements within the Easement Premises, that were removed and/or damaged by the Grantee’s work in the Easement Premises, the parties agreeing that the amount of consideration to the Grantor set forth herein includes the value of any such damage to trees, fences, or other improvements within the Easement Premises, and further agreeing that the Grantor shall not be entitled to any additional compensation for the same. 3. That the Grantee for itself, its agents and independent contractors, hereby agrees to indemnify and hold Grantor and its successors harmless from any third party claims for personal injuries or property damage arising directly as a result of the Grantee’s work in the Easement Premises during construction or during any subsequent maintenance or repair thereof.

The Grantee further agrees to indemnify and hold harmless Grantor from any and all liens placed

- 3 - against the Easement Premises arising from said construction, maintenance, or repair activities. 4. That the Grantor and its successors shall not construct any structures or buildings, nor plant any trees on the Easement Premises, nor undertake any other activities on the

Easement Premises that unreasonably interfere with the Grantee’s intended use of the Easement Premises; provided, however, that the Grantee may elect to allow fences, trees, or other structures to remain in the Easement Premises if the Grantee determines that any such fences, trees, or other structures will not interfere with the Grantee’s intended use of the Easement Premises, in the City’s sole discretion. 5. The Grantor shall have the right of ingress or egress to the property across the Easement Premises, and neither this Agreement nor the easement rights granted to the Grantee hereunder shall be a basis for denying or limiting Grantor’s access to the public rights-of-way adjoining the Subject Property. In addition, the Grantor’s means for ingress and egress to the Subject Property shall not be interrupted during the initial construction of the Grantee

Improvements nor during any subsequent maintenance or repair of said improvements. In the event that the Grantor’s ordinary means of ingress and egress would be interrupted due to the Grantee’s exercise of its rights under this Agreement, the Grantee shall provide alternate or substitute means of ingress and egress for such periods of interruption at the Grantee’s sole cost and expense. 6. The Grantor does hereby further reserve and grant to the City of Elgin and the Grantee, a permanent easement to enter upon the Easement Premises and the stormwater management easement areas with such equipment and personnel as may be deemed necessary for the purposes of performing aforementioned maintenance obligations. The City shall have the right, but not the obligation, to enter the Easement Premises with such equipment and personnel at any time for the purposes of access to and inspection of the stormwater management facilities located within said stormwater management easement areas. If the then owner of the Benefitted Property fails to perform its maintenance obligations with respect to said facilities, and after thirty (30) days of receipt of written notice from the City of said failure, the owner of the Benefitted Property fails

- 4 - to make the required repairs, the City has the right, but not the obligation, to make the required repairs and to seek reimbursement from the then owner of the Benefitted Property, and/or to file a lien on the Benefitted Property for the costs incurred by the City in connection with performing the repairs or maintenance. In an emergency situation, the City is not required to provide notice to the owner prior to making the required repairs or performing the necessary maintenance. Under no circumstances shall Grantor be deemed responsible for the cost of maintenance or repair of the

Stormwater Improvements located on the Easement Premises. 7. That no obstruction or structure shall be erected or located, nor shall any trees be planted, over the Easement Premises, nor shall any other activities be undertaken that unreasonably interfere with the City's intended use thereof, but the same may be used for landscaping, fencing, parking or other purposes if approved in writing by the City of Elgin and if such use does not then or later interfere with the aforesaid stormwater drainage purposes. The City shall have the right to remove any fences, buildings or structures, and to cut down, trim or remove any trees, shrubs, bushes, roots or other plantings that interfere with the operation or access to such Stormwater Improvements in the Easement Premises. The City shall not be responsible for the replacement or repair of any such buildings, structures, improvements, turf, fences, trees, gardens, shrubs or landscaping removed or damaged during the exercise of the herein given rights, replacement and/or repair of said item shall be the responsibility of the then property owner of the Subject Property.

8. That no amendment, revision or modification hereof shall be effective unless it is in writing and signed by all parties hereto. 9. That this Easement Agreement constitutes the entire agreement between the parties and is intended as a complete and exclusive statement of the terms of the parties agreement, and it supersedes all prior and concurrent promises, representations, proposals, negotiations, discussions and agreements that may have been made in connection with the subject matter hereof. 10. That this Easement Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the

- 5 - enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Cook County, Illinois. 11. That the Grantee and the City may utilize the services of third party contractors, employees or other agents to perform work in the Easement Premises.

12. That the Grantor hereby represents and warrants to the Grantee and the City that it is the fee simple title holder of the Easement Premises and that it has the full power and authority to enter into and make the grant of easement as provided herein. 13. That this Agreement and the covenants and rights granted herein shall be binding on the parties hereto and their successors, grantees, and permitted assigns, and shall run with the land. 14. That this Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. That this Agreement shall be recorded by the Grantee at the Grantee’s cost with the Cook County Recorder. IN WITNESS WHEREOF, the parties have entered into and executed this Easement Agreement on the date and year first written above.

METZGER FAMILY TRUST NUMBER 101, EVERCLEAN CW LLC 7: DATED JUNE 3, 2020

By: ______By: ______Name Name

Its: ______

- 6 -

CITY OF ELGIN SUSAN L. METZGER TRUST DATED JUNE 6, 2002

By: ______By: ______Mayor

ATTEST: Its: ______

______City Clerk

F:\Legal Dept\Agreement\Easement Agreement-Everclean-Metzger-1620 Villa St-Clean-10-15-20.docx

- 7 -

STATE OF ILLINOIS ) ) SS. COUNTY OF ______)

I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, do hereby certify that ______personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their free and voluntary act and as the free and voluntary act, for the uses and purposes therein set forth.

Given under my hand an official seal, this _____ day of ______, 2020.

______Notary Public

- 8 -

STATE OF ILLINOIS ) ) SS. COUNTY OF )

Given under my hand an official seal, this ______day of ______, 2020.

______Notary Public

- 9 - STATE OF ILLINOIS ) ) SS. COUNTY OF )

I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, do hereby certify that David J. Kaptain, Mayor, and Kimberly Dewis, City Clerk, of the City of Elgin, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their free and voluntary act and as the free and voluntary act, for the uses and purposes therein set forth.

Given under my hand an official seal, this ______day of ______, 2020.

______Notary Public

- 10 -

EXHIBIT A

Final Plat of Easement, prepared by Haeger Engineering LLC, originally dated August 20, 2020, with the latest revision date of September 14, 2020, to be inserted.

- 11 - P.I.N. 06-29-201-004 FINAL PLAT OF EASEMENT SHEET 1 OF 1

SHALES PKWY 19

BLUFF CITY BLVD

SURVEY LOCATION 50 25 0 50 20 SCALE: 1" = 50'

SUTTON ROAD

GIFFORD ROAD

LAKE STREET

LAMBERT LANE

LOCATION MAP Not To Scale

LINE TABLE

Line Direction Length

L1 S 27° 36' 06.01" E 98.88'

L2 S 40° 07' 55.93" E 54.25'

L3 S 59° 27' 54.50" E 39.01'

L4 S 72° 01' 06.69" E 34.56'

L5 S 82° 32' 26.30" E 34.52'

L6 S 88° 22' 28.65" E 31.47'

L7 N 82° 35' 16.41" E 24.31'

L8 S 7° 24' 43.59" E 20.00'

L9 S 82° 35' 16.41" W 25.89'

L10 N 88° 22' 28.65" W 34.07'

L11 N 82° 32' 26.30" W 37.38'

L12 N 72° 01' 06.69" W 38.61'

L13 N 59° 27' 54.50" W 44.61'

L14 N 40° 07' 55.93" W 59.85'

L15 N 27° 36' 06.01" W 87.14'

L16 N 27° 32' 19.43" E 24.37'

Originally Prepared: 8-05-20 Project No. 19-073 HAEGER ENGINEERING consulting engineers land surveyors 100 East State Parkway, Schaumburg, IL 60173 Tel: 847.394.6600 Fax: 847.394.6608 1 9/14/2020 City Review Illinois Professional Design Firm License No. 184-003152 No. Date Revision www.haegerengineering.com

Plot Date: Oct 02, 2020 - 7:54am Plotted By: mike-a Layout: Sheet 1 File Name: P:\2019\19073\Drawings\Final Survey\19073-Plat of Easement-Offsite.dwg EXHIBIT B

Legal Description of the Property.

LOT 1 IN MORNINGSIDE POINT SUBDIVISION, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 20 AND THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN THE CITY OF ELGIN, COOK COUNTY, ILLINOIS.

- 12 -

AGENDA ITEM: D MEETING DATE: November 4, 2020

ITEM: Purchase Agreement with GraybaR for the Purchase of Programmable Logic Controllers Upgrades ($116,196)

OBJECTIVE: Provide adequate water supply by upgrading aging equipment.

RECOMMENDATION: Award the Purchase Agreement to GraybaR in the amount of $116,196.

The utilities department has 23 programmable logic controllers (PLCs) within the water production and distribution system and a PLC at each sewage lift station. PLCs are used for data transmission and functional controls for on and off-site infrastructure. The software at each PLC requires upgrades in order to perform necessary functions correctly. In 2019, the first two PLCs were upgraded, and training was provided so staff can perform the upgrades in house, and this project will continue the program and upgrade of four additional PLCs. Staff recommends awarding an Agreement to GraybaR for the purchase of four PLCs in the amount of $116,196.

BACKGROUND

The utilities department has 23 programmable logic controllers (PLCs) within the water production and distribution system and a PLC at each sewage lift station. PLCs are used for automation, monitoring, data transmission and functional controls for on and off-site utilities department infrastructure. The hardware and software at each of the PLCs requires upgrades in order to continue to perform necessary functions correctly. This project will upgrade four PLCs at the Leo Nelson Riverside Water Treatment Plant.

OPERATIONAL ANALYSIS

The upgrades for the four PLCs will be performed by water department staff. In 2019, staff was trained in the upgrade process so that all subsequent projects could be completed in house. This reduced the cost of future upgrades to only the cost of the hardware required for each replacement.

The majority of the existing PLCs are manufactured by Schneider Electric; therefore, all upgrades must be compatible with the existing PLCs. Staff recommends purchasing the necessary equipment from GraybaR, the local authorized distributor for Schneider Electric equipment. Staff would recommend entering into an agreement with GraybaR for the above listed PLC upgrades.

INTERESTED PERSONS CONTACTED

None.

FINANCIAL ANALYSIS

The PLC upgrades will be purchased through the local authorized distributor for Schneider Elec- tric. Staff would recommend awarding an agreement to GraybaR for four PLC upgrades in the amount of $116,196.

BUDGET IMPACT

FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT AMOUNT BUDGETED AVAILABLE Utilities 401-4002-771.91-46 409870 $120,000 $120,000

LEGAL IMPACT

The approval of the agreement would require an exception to the procurement ordinance, which requires the approval of two-thirds of the members of the city council.

ALTERNATIVES

The city council may choose to reject the purchase agreement; however, since the software and hardware are reaching the end of life, additional direction will be required for staff for the replacement of this critical tool in water treatment and distribution.

NEXT STEPS

1. Execute contract documents.

2. Issue notice to proceed.

Originators: Nora M. Bertram, Senior Engineer Eric B. Weiss, Water Director

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, City Manager

ATTACHMENTS A. Purchase Agreement with GraybaR

PURCHASE AGREEMENT

THIS AGREEMENT is hereby made and entered into this _____ day of ______, 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and GraybaR Electric Company, Inc., a New York corporation, (hereinafter referred to as "GraybaR" or "Seller").

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows:

1. PURCHASE. City shall purchase, and GraybaR shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof.

2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A.

3. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. GraybaR hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and GraybaR agrees that service by first class U.S. mail to GraybaR Electric Company, Inc., 900 Regency Drive, Glendale Heights, Illinois, 60139 shall constitute effective service. Both parties hereto waive any rights to a jury.

4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original.

5. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto.

6. INTEREST. GraybaR hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement.

7. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect.

8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, GraybaR shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, GraybaR hereby certifies, represents and warrants to the City that all of GraybaR's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. GraybaR shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of GraybaR to determine GraybaR's compliance with the provisions of this section. In the event the City proceeds with such an audit, GraybaR shall make available to the City GraybaR's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit.

9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense.

10. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall supersede and control.

11. PAYMENT. City shall pay the total sum of $116,195,04 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes.

12. DELIVERY. GraybaR shall complete delivery of all goods on or before December 31 2020.

13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit.

14. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at GraybaR's sole expense.

15. INDEMNIFICATION. To the fullest extent permitted by law, GraybaR agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney’s fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Graybar or Graybar’s officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City’s choosing.

16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights.

17. LIMITATION OF ACTIONS. GraybaR shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement.

18. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties.

19. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended, the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or its respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement.

20. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to the contrary in this agreement, it is agreed and understood that no third party beneficiaries are intended or shall be construed to be created by the provisions of this agreement and it is the intention of the parties hereto that no action may be commenced by any person or entity against the City or its respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach or failure to provide services described in this agreement. The provisions of this section shall survive any expiration and/or termination of this agreement.

The person signing this Agreement certifies that s/he has been authorized by the Seller to commit

3 the Seller contractually and has been authorized to execute this Agreement on its behalf.

IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written.

COMPANY NAME CITY OF ELGIN

______Print Name Richard G. Kozal, City Manager

______Attest: Signature ______City Clerk Title

F:\Legal Dept\Agreement\Purchase Agreement-GraybaR-10-15-20.docx

ATTACHMENT A

Customer: City of Elgin Project: PLCs: 1B, 2A, 3A, & 3B Date: October 8, 2020

Raymond Rogers Sales Engineer Office: 630-671-6235 Email: [email protected]

Per our understanding of your request and associated correspondence, Graybar has based our offer on the information contained within this proposal. If this information is not accurate or there are changes requested to the proposed Bill of Materials, then pricing will be adjusted. This document and its contents are confidential to Graybar and the customer to whom this proposal is addressed. Purpose:

The currently installed base of ModiconTM brand Quantum Series PLCs are old and the CPUs are now obsolete. This proposal addresses the hardware required to upgrade systems: PLC1B, PLC2A, PLC3A, and PLC3B. The hardware offered is of current manufacture and is the appropriate hardware upgrade path designated by Schneider Electric (manufacturer), for the existing hardware.

The upgrade system design of PLC1B and PLC2A also incorporates the redundant CPU architecture of the originally installed systems. PLC3A and PLC3B are standalone systems and were not originally equipped with redundant CPUs. Work Scope:

Provide conceptual I/O rack topology

Provide Bills of Materials for the PLC hardware for:

- PLC1B (M580 Hot Standby) - PLC2A (M580 Hot Standby) - PLC3A (M340) - PLC3B (M340)

Provide spare components in the above Price:

PLC1B: Quote# 0236350112 $ 49,752.30

PLC2A: Quote# 0236350113 $ 52,899.50

PLC3A: Quote# 0236350114 $ 6,865.61

PLC3B: Quote# 0236350115 $ 6,677.63

------

TOTAL: $116,195.04

Proposal Acceptance:

- Please issue a Purchase Order to: Graybar - Please reference: Purchaser Account #591455 Terms and Conditions:

Standard Graybar Terms and Conditions to apply unless otherwise noted

Details:

Following pages include:

- Topology graphic of each system

- Bills of Materials (“BOM”) of each system

NOTE: There are some spares included in each BOM

NOTE 2: All I/O modules and power supplies are hot-swappable and can be removed or inserted with power applied to the backplane

NOTE 3: The ModiconTM M580 Hot Standby system of redundant CPUs consists of two separate CPUs with one operating as the primary functioning logic controller and the other is a secondary in a standby mode. When an issue develops with the primary functioning logic controller, the system automatically makes the standby unit the primary logic controller and transfers control to it. This transfer is designed to occur with no disruption to the status and function of the inputs and outputs of the system. The intent of the ModiconTM M580 Hot Standby system is to help guard against downtime due to equipment failure.

AGENDA ITEM: E MEETING DATE: November 4, 2020

ITEM: Resolution Establishing a Schedule of City Council Meetings for 2021 (No cost)

OBJECTIVE: Establish a schedule of city council meetings for 2021 to comply with requirements of the Open Meetings Act.

RECOMMENDATION: Authorize adoption of the resolution setting forth the schedule of city council meetings for 2021.

The proposed city council meeting schedule for 2021 continues the established practice of con- vening on the second and fourth Wednesdays of each month, with a few exceptions. November and December meetings are scheduled for the first and third Wednesdays due to the Thanksgiving and Christmas holidays. An additional Committee of the Whole meeting is scheduled on the second Wednesday of November for the 2022 budget deliberation process.

BACKGROUND

The Illinois Open Meetings Act requires the city council to give public notice of the schedule of regular city council meetings at the beginning of each calendar year.

OPERATIONAL ANALYSIS

The city council regularly meets on the second and fourth Wednesdays of the month. The attached resolution establishes those meeting dates with the following exceptions:

 The November and December meetings are scheduled on the first and third Wednesdays due to the Thanksgiving and Christmas holidays.  An additional Committee of the Whole meeting is scheduled on the second Wednesday of November for the 2022 budget deliberation process.

The City is consistently commencing its budgeted capital projects within the first two financial quarters so that a drop off in such initiatives during the third quarter is to be expected. While recognizing that some city council meetings during the last two quarters have had a small number

of action items, the proposed schedule nonetheless continues with the city council’s long established scheduling. The better practice is to cancel a meeting rather than add one to the calendar.

INTERESTED PERSONS CONTACTED

None.

FINANCIAL ANALYSIS

None.

BUDGET IMPACT

FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT AMOUNT BUDGETED AVAILABLE N/A N/A N/A N/A N/A

LEGAL IMPACT

None.

ALTERNATIVES

The city council may choose to consider a different meeting schedule for 2021.

NEXT STEPS

Adopt and post a resolution setting forth the schedule of city council meetings for 2021.

Originator: Richard G. Kozal, City Manager

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer

ATTACHMENTS

A. Resolution Setting the Schedule of City Council Meetings for 2021

Resolution No. 20-xxx

RESOLUTION SETTING FORTH THE SCHEDULE OF CITY COUNCIL MEETINGS FOR 2021

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that the schedule of city council meetings for 2021 shall be as follows:

ELGIN CITY COUNCIL MEETINGS FOR 2021

Committee of the Whole January 13, 2021 6:00 PM City Council January 13, 2021 7:00 PM Committee of the Whole January 27, 2021 6:00 PM City Council January 27, 2021 7:00 PM

Committee of the Whole February 10, 2021 6:00 PM City Council February 10, 2021 7:00 PM Committee of the Whole February 24, 2021 6:00 PM City Council February 24, 2021 7:00 PM

Committee of the Whole March 10, 2021 6:00 PM City Council March 10. 2021 7:00 PM Committee of the Whole March 24, 2021 6:00 PM City Council March 24, 2021 7:00 PM

Committee of the Whole April 14, 2021 6:00 PM City Council April 14, 2021 7:00 PM Committee of the Whole April 28, 2021 6:00 PM City Council April 28, 2021 7:00 PM

Committee of the Whole May 12, 2021 6:00 PM City Council May 12, 2021 7:00 PM Committee of the Whole May 26, 2021 6:00 PM City Council May 26, 2021 7:00 PM

Committee of the Whole June 9, 2021 6:00 PM City Council June 9, 2021 7:00 PM Committee of the Whole June 23, 2021 6:00 PM City Council June 23, 2021 7:00 PM

Committee of the Whole July 14, 2021 6:00 PM City Council July 14, 2021 7:00 PM Committee of the Whole July 28, 2021 6:00 PM City Council July 28, 2021 7:00 PM

Committee of the Whole August 11, 2021 6:00 PM City Council August 11, 2021 7:00 PM Committee of the Whole August 25, 2021 6:00 PM City Council August 25, 2021 7:00 PM

Committee of the Whole September 8, 2021 6:00 PM City Council September 8, 2021 7:00 PM Committee of the Whole September 22, 2021 6:00 PM City Council September 22, 2021 7:00 PM

Committee of the Whole October 13, 2021 6:00 PM City Council October 13, 2021 7:00 PM Committee of the Whole October 27, 2021 6:00 PM City Council October 27, 2021 7:00 PM

Committee of the Whole November 3, 2021 6:00 PM City Council November 3, 2021 7:00 PM Special Committee of the Whole November 10, 2021 5:00 PM Committee of the Whole November 17, 2021 5:00 PM City Council November 17, 2021 7:00 PM

Committee of the Whole December 1, 2021 5:00 PM City Council December 1, 2021 7:00 PM Committee of the Whole December 15, 2021 6:00 PM City Council December 15, 2021 7:00 PM

BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that the foregoing city council meetings shall be held in the city council chambers in City Hall at 150 Dexter Court, Elgin, Illinois 60120.

______David J. Kaptain, Mayor

Presented: Adopted: Vote: Yeas Nays Recorded:

Attest:

______Kimberly A. Dewis, City Clerk

AGENDA ITEM: F MEETING DATE: November 4, 2020

ITEM: 2021 Health Insurance Program with Blue Cross Blue Shield of Illinois ($10,690,734 for active employees; $1,198,486 for retired employees)

OBJECTIVE: Provide fiscally sound health insurance program access to employees, retirees and their dependents.

RECOMMENDATION: Enter into a twelve-month, fully insured contract with Blue Cross Blue Shield of Illinois to provide health insurance for employees, retirees and their dependents in the amount of $10,690,734 for active employees and $1,198,486 for retired employees.

The City has contracted with Blue Cross Blue Shield (BCBS) since 2007 on a fully insured basis for one HMO and two PPO programs. As part of the annual renewal process, the City solicited bids for its health insurance program with BCBS again being deemed the most viable provider based on cost and program offerings.

BCBS has offered a number of renewal options which range from a twelve percent increase to a 0.26 percent decrease. The 0.26 percent decrease is being recommended for acceptance.

BACKGROUND

The Horton Group, the City’s health benefits broker and consultant, requested renewal proposals for both fully insured and self-insured PPO programs from five providers: BCBS (the current provider), Aetna, Cigna, Humana and United Healthcare. Aetna and Cigna did not provide quotes.

The City has contracted with BCBS since 2007 on a fully insured basis for one HMO and three PPO programs. Employee satisfaction with BCBS remains very high. Premiums under a fully insured program do not change from month-to-month and provide consistency in predicting costs and establishing budgets. PPO-I, the most popular option, is a traditional PPO with a $200 per individual and $600 per family deductible. PPO-II consists of a health care account (HCA) in the amount of $1,000 for singles and $2,000 for families. The HCA reimburses employees for medical expenses, excluding prescriptions, up to $1,000, at which point the employee is responsible for

a remaining $500 deductible. A high deductible health plan with accompanying health savings account (HSA) was implemented in 2018.

BCBS’s renewal initially proposed a 13.74 percent increase. After several rounds of negotiations, the Horton Group negotiated a 7.18 percent increase with no changes to the provider network or any elements of the insurance program. This premium includes the 1.25 percent decrease the City receives through contracting with BCBS dental, accident and critical illness programs.

BCBS also provided an alternate proposal using its Blue Choice Options network for the traditional PPO, the high deductible PPO and the HMO with no other changes to those programs. The Blue Choice Options network divides hospitals into two tiers, Tier 1 and Tier 2. A disruption study showed that almost 90 percent of employee claims and over 92 percent of claims dollars went to Tier 1 providers. Both the Advocate (Sherman) and Amita (St. Joseph’s) networks are in Tier 1. Tier 2 hospitals consist of several North Shore hospitals, Lurie Children’s Hospital, University of Chicago Medical Center and the Oak Park Rush Hospital (see Attachment A). Employees may seek care at Tier 2 hospitals and with associated providers, but will pay more out of pocket (see At- tachment B). The Blue Choice Options network alternate provides a 0.26 percent decrease in premiums for 2021.

Additionally, BCBS is offering the City two premium credits. The first is a “COVID rebate” resulting from the decrease in claims early in the year. This rebate provides a fifteen percent medical and 50 percent dental premium credit which will result in a “premium holiday” for employees on the medical and/or dental plans on pay period 23 (November 13 check). The other credit, in the amount of $200,000 for the 2021 premiums, was proposed to stay competitive with United Healthcare’s proposals.

United Healthcare proposed four alternatives ranging from a 1.87 percent decrease to a twelve percent increase. All alternatives included an aggressive one-time credit of over $600,000. Re- gardless, three of the four alternatives cost more than or were comparable to BCBS’s quotes and therefore did not provide an incentive to change providers. The United Healthcare proposal that would result in a 1.87 percent premium decrease contained a narrow network that did not include Amita (St. Joseph’s) and would be a drastic change for employees if taken.

Quotes were also solicited from Aetna and Humana. Aetna declined to bid, and Humana’s quote was pending as of the date of this memo with early indications that it would not be competitive.

OPERATIONAL ANALYSIS

The 2021 renewal includes the PPO-1, PPO-2, High Deductible PPO and HMO plans. As stated above, BCBS offered a renewal quote using the Blue Choice network that resulted in reduced premiums. The City will continue to contract with BCBS for voluntary life insurance, accident and critical illness plans. The dental, life, accident and critical illness plans are voluntary programs and premiums are paid entirely by employees.

The City’s high deductible health plan paired with an HSA was introduced in 2018. A high deductible health plan is a PPO-type insurance plan that works with a pre-tax savings HSA with contributions made by both the employer and employee. The HSA account is portable and belongs to the employee even after termination of employment with the City. HSA funds roll over year after year and may be used for medical expenses, including deductibles, co-insurance, dental and vi- sion expenses, Medicare Part B or D and long-term care insurance of the employee and all covered members.

The City seeds the HSA with contributions of $1,000 for individuals and $2,000 for families. Em- ployees may contribute up to and additional $2,600 (individual) or $5,200 (family) to the account on a pre-tax basis. Those monies are not taxed when used for eligible expenses, nor is any interest accumulated in the account taxed.

SEIU Clerical Technical Unit members hired after January 1, 2018 are not permitted to enroll in PPO-1, nor are SEIU Public Works members hired after January 1, 2019. A similar restriction is placed on non-bargaining unit employees hired January 1, 2018 or later.

INTERESTED PERSONS CONTACTED

The Employee Health Insurance Committee, consisting of representatives from human resources, legal, finance, SEIU Local #73 Public Works Unit, SEIU Local #73 Clerical Technical Unit, Local #439 International Association of Fire Fighters and the Policemen’s Benevolent and Protective Associ- ation, Unit #54, was invited to a meeting with the Horton Group and provided with the renewal prices and terms.

FINANCIAL ANALYSIS

In 2021, the cost to insure all active employees and retirees will be approximately $10,690,734 and $1,198,486, respectively.

Currently, active employees are required to contribute a percentage of the premium based on their employee group. Non-bargaining unit employees contribute fifteen or twenty percent of premiums, depending on their date of hire. Full-time fire and police union employees contribute twelve or twenty percent of premiums, depending on their date of hire. Clerical technical and public works SEIU employees hired prior to July 1, 2012 contribute fifteen percent. Permanent part time employees pay 50 percent of the premium cost. Retiree contributions range from zero to 100 percent of premiums depending on age, date of retirement and bargaining unit.

BUDGET IMPACT

The proposed 2021 budget provides for the necessary funding required to approve the health insurance programs.

LEGAL IMPACT

None.

ALTERNATIVES

1. Accept staff’s recommendation to enter into a twelve-month agreement from January 1, 2021 through December 31, 2021, with BCBS, including BCBS’s dental, voluntary life, voluntary accident and voluntary critical illness programs, with a health insurance premium decrease of .26 percent.

2. Accept BCBS’s 7.18 percent renewal or one of United Healthcare’s alternatives.

NEXT STEPS

1. Sign the necessary paperwork with BCBS.

2. Announce open enrollment to employees and retirees.

Originators: Gail Cohen, Human Resources Director

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, City Manager

ATTACHMENTS

1. Blue Choice Options Tier 1 and Tier 2 2. Blue Choice Options Plan Design Comparison

Top Hospitals - Illinois 2020 BCBSIL

Two Tier HMO Network Name PPO PPO Blue Choice Options Blue Advantage

Large Tier 1 Tier 2 For Larger Hospital Name Address City ST Zip PPO Employers

1 Advocate Sherman Hospital (Advocate) 1425 N Randal Rd Elgin IL 60120 Yes Yes Yes Yes 2 Adventist Hinsdale Hospital 120 N Oak St Hinsdale IL 60521 Yes Yes Yes Yes 3 Alexian Brothers Medical Center (Ascension Health/Amita Health) 800 Biesterfield Rd Elk Grove Village IL 60007 Yes Yes Yes Yes 4 Ann & Robert H. Lurie Children's Hospital 2300 N Childrens Plza Chicago IL 60614 Yes No Yes No 5 Central DuPage Hospital (Northwestern Medicine) 25 N Winfield Road Winfield IL 60190 Yes Yes Yes Yes 6 Childrens Hospital (Advocate) 4440 W 95th St Oak Lawn IL 60453 Yes Yes Yes Yes 7 Christ Hospital Medical Center (Advocate) 4440 W 95th St Oak Lawn IL 60453 Yes Yes Yes Yes 8 Condell Medical Center (Advocate) 801 S Milwaukee Ave Libertyville IL 60048 Yes Yes Yes Yes 9 Delnor Community Hospital (Northwestern Medicine) 300 Randall Road Geneva IL 60134 Yes Yes Yes Yes 10 Edward Hospital (IL Health Partners) 801 S Washington St Naperville IL 60540 Yes Yes Yes Yes 11 Elmhurst Memorial Hospital (IL Health Partners) 200 N Berteau Ave Elmhurst IL 60126 Yes Yes Yes Yes 12 Evanston Hospital (NorthShore Univ Health System) 2650 Ridge Ave Evanston IL 60201 Yes No Yes Yes 13 Glenbrook Hospital (NorthShore Univ Health System) 2100 Pfingsten Road Glenview IL 60026 Yes No Yes Yes 14 Good Samaritan Hospital (Advocate) 3815 Highland Ave Downers Grove IL 60515 Yes Yes Yes Yes 15 Gottlieb Hospital (Trinity Health) 701 W Noth Avenue Melrose Park IL 60160 Yes Yes Yes Yes 16 Highland Park Hospital (NorthShore Univ Health Systems) 777 Park Avenue West Highland Park IL 60035 Yes No Yes Yes 17 Illinois Masonic Medical Center (Advocate) 836 W Wellington Ave Chicago IL 60657 Yes Yes Yes Yes 18 Ingalls Memorial Hospital (University of Chicago Health Systems) 1 Ingalls Drive Harvey IL 60426 Yes No Yes Yes 19 Kishwaukee Community Hospital (Northwestern Medicine) 1 Kish Hospital Dr DeKalb IL 60115 Yes Yes Yes No 20 Little Company of Mary Hospital and Health Centers 2800 W 95th Street Chicago IL 60805 Yes Yes Yes Yes 21 Loyola University Medical Center (Trinity Health) 2160 S 1st Ave Maywood IL 60153 Yes Yes Yes Yes 22 Lutheran General Hospital (Advocate) 1775 Dempster St Park Ridge IL 60068 Yes Yes Yes Yes 23 Lutheran General Childrens Hospital (Advocate) 1775 Dempster St Park Ridge IL 60068 Yes Yes Yes Yes 24 MacNeal Memorial Hospital (Trinity Health) 3249 S Oak Park Ave Berwyn IL 60402 Yes Yes Yes Yes 25 Northwest Community Hospital 800 W. Central Rd Arlington Heights IL 60005 Yes Yes Yes Yes 26 Northwestern Lake Forest Hospital (Northwestern Medicine) 1000 N Westmoreland Rd Lake Forest IL 60045 Yes Yes Yes No 27 Northwestern Memorial Hospital (Northwestern Medicine) 251 E Huron St Chicago IL 60611 Yes Yes Yes No Version: 10/16/2019 Page 1 Top Hospitals - Illinois 2020 BCBSIL

Two Tier HMO Network Name PPO PPO Blue Choice Options Blue Advantage

Large Tier 1 Tier 2 For Larger Hospital Name Address City ST Zip PPO Employers

28 Palos Community Hospital 12251 S 80th Ave Palos Heights IL 60463 Yes Yes Yes Yes 29 Rush Copley Medical Center (Rush System for Health) 2000 Ogden Ave Aurora IL 60504 Yes Yes Yes Yes 30 Rush Oak Park Hospital (Rush System for Health) 520 S Maple Ave Oak Park IL 60304 Yes No Yes No 31 Rush University Medical Center (Rush System for Health) 1653 W Congress Pkwy Chicago IL 60612 Yes Yes Yes No 32 Silver Cross Hospital 1900 Silver Cross Blvd. New Lenox IL 60451 Yes Yes Yes Yes 33 Skokie Hospital (NorthShore Univ Health System) 9600 Gross Pointe Rd Skokie IL 60076 Yes No Yes Yes 34 South Suburban Hospital (Advocate) 17800 Kedzie Ave Hazel Crest IL 60429 Yes Yes Yes Yes 35 St. James Hospital (Franciscan Alliance) 20201 Crawford Ave Olympia Fields IL 60461 Yes Yes Yes No 36 St. Joseph Hospital (Amita) 77 N Airlite St Elgin IL 60123 Yes Yes Yes Yes 37 St. Mary's Hospital (Amita) 500 W Court Street Kankakee IL 60091 Yes Yes Yes Yes 38 University of Chicago Medical Center 5841 S Maryland Ave Chicago IL 60637 Yes No Yes No 39 University of Illinois at Chicago Medical Center 1740 W Taylor St Chicago IL 60612 Yes Yes Yes Yes 40 Vista Medical Center East 1324 N. Sheridan Rd Waukegan IL 60085 Yes Yes Yes Yes 40 32 40 32

Version: 10/16/2019 Page 2 City of Elgin Health Review January 1, 2021

4 TIER - INSURANCE PRIMARY: MEDICARE PRIMARY: EE ES EC FAM EE ES Total HMO I 0 0 0 0 0 0 0 BA HMO 97 46 45 106 1 2 297 PPO 92 71 27 140 14 8 352 HCA 13 10 5 16 9 9 62 HSA 15 1 1 6 0 0 23 TOTAL 217 128 78 268 24 19 734

Renegotiated 9.29, 1.25% Discount for Renewing Dental, Accident, and CI Presented by: Michael Wojcik APPROXIMATE RATES, Pending Final Underwriting CURRENT RENEWAL Carriers: BCBS BCBS Type of Plan HMO I BA HMO PPO HCA HSA (EMB) HMO I BA HMO Blue Choice Options PPO HCA Blue Choice Options HSA (Emb)

In Network Benefits Tier 1 Tier 2 Tier 1 Tier 2 Individual Deductible NA NA $200 $1,500 $2,800 NA NA $200 $600 $1,500 $2,800 $3,500 Family Deductible NA NA $600 $3,000 $5,600 NA NA $600 $1,800 $3,000 $5,600 $7,000 Co-Insurance 100% 100% 80% 80% 80% 100% 100% 80% 60% 80% 80% 60% Individual Medical Out of Pocket $1,500 $1,500 $3,200 $5,350 $5,400 $1,500 $1,500 $3,200 $6,400 $5,350 $5,600 $7,000 Family Medical Out of Pocket $3,000 $3,000 $6,600 $10,700 $10,800 $3,000 $3,000 $6,600 $12,800 $10,700 $10,000 $14,000 Emergency Room Co-pay $250 $250 $250 80% after Ded 80% after Ded $250 $250 $250 $250 80% after Ded 80% After Ded 80% After Ded $300 Co-pay, Hospital Co-pay n/a n/a then 80% after 80% after Ded 80% after Ded n/a n/a 80% After Ded 70% After Ded 80% after Ded 80% After Ded 60% After Ded Ded

Rx Co-pay $10/40/70 $10/40/70 $20/40/70 $20/40/70 80% after Ded $10/40/70 $10/40/70 $20/40/70 $20/40/70 80% After Ded

Rx Mail Order 2 x Retail 2 x Retail 2 x Retail 2 x Retail 80% after Ded 2 x Retail 2 x Retail 2 x Retail 2 x Retail 80% After Ded Individual Rx Out of Pocket $1,000 $1,000 $2,000 $1,500 Included in Med $1,000 $1,000 $2,000 $1,500 Included in Med Family Rx Out of Pocket $2,000 $2,000 $4,000 $3,000 Included in Med $2,000 $2,000 $4,000 $3,000 Included in Med Physician Office Visit Co-pay $20 $20 $35 $35 80% after Ded $20 $20 $35 $70 $35 80% After Ded 60% After Ded Specialist Office Visit Co-pay $40 $40 $70 $70 80% after Ded $40 $40 $70 $100 $70 80% After Ded 60% After Ded Subject to Ded Telemedicine N/A N/A $35 $35 N/A N/A $35 $35 Subject to Ded and Coinsurance and Coinsurance Preventative Services 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Lifetime Maximum Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited

Out of Network Benefits Individual Deductible $1,500 $1,500 $5,400 $1,800 $1,500 $7,000 Family Deductible $4,500 $3,000 $10,800 $5,400 $3,000 $14,000 Co-Insurance 60% 60% 60% 50% 60% 50% Individual Out of Pocket $8,500 $12,500 $10,800 $12,800 $12,500 $14,000 Includes Ded Family Out of Pocket $18,500 $25,000 $21,600 $25,600 $25,000 $30,000 Includes Ded Emergency Co-pay $250 80% after Ded 80% after Ded $250 80% after Ded 80% After Ded $300 Co-pay, Hospital Co-pay then 60% after 60% after Ded 60% after Ded $300, then 50% After Ded 60% after Ded 50% After Ded Ded Physician Office Visit Services 60% after Ded 60% after Ded 60% after Ded 50% After Ded 60% after Ded 50% After Ded Preventative Services 60% after Ded 60% after Ded 60% after Ded 50% After Ded 60% after Ded 50% After Ded Lifetime Maximum Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited

HCA Employer Maximum Contribution Employee Only $1,000 $1,000 Employee & Family $2,000 $2,000

Medical Premium Employee $504.07 $468.29 $809.83 $698.38 $638.94 $540.58 $502.20 $771.64 $748.96 $618.68 Employee + 1 / EE+SP $1,055.36 $1,005.58 $1,716.08 $1,483.58 $1,353.97 $1,131.79 $1,078.41 $1,635.15 $1,591.03 $1,311.02 EE+CH $999.37 $965.00 $1,646.84 $1,423.72 $1,299.35 $1,071.75 $1,034.89 $1,569.18 $1,526.83 $1,258.13 Family $1,566.92 $1,493.04 $2,547.93 $2,202.72 $2,010.31 $1,680.41 $1,601.17 $2,427.77 $2,362.25 $1,946.55

Medicare Employee $479.00 $451.94 $556.50 $479.94 $439.07 $513.69 $470.79 $530.26 $514.69 $425.15 Medicare Employee + Spouse $957.90 $903.86 $1,113.06 $959.82 $878.20 $1,027.28 $941.54 $1,060.57 $1,029.33 $850.35

Monthly Premium $0.00 $295,627.71 $614,216.40 $79,234.70 $24,299.28 $0.00 $316,968.20 $585,250.39 $84,973.11 $23,528.65

Total Monthly Premium $1,013,378.09 $1,010,720.35 Total Annual Medical Premium $12,160,537.08 $12,128,644.20 Annual Cost Increase -$31,892.88 Percent Change -0.26%

Monthly HSA Seed $2,583.33 $2,583.33 Total Monthly Premium with HSA Seed $1,015,961.42 $1,013,303.68

Annual HSA Seed $31,000.00 $31,000.00 Total Annual Premium with HSA Seed $12,191,537.08 $12,159,644.20 Percent Change -0.26% Est. Annual HCA ER Contribution $62,781.00 $62,781.00 Total Annual Premium with HCA $12,254,318.08 $12,222,425.20 Percent Change -0.26% Max Annual HCA ER Contribution $102,000.00 $102,000.00 Total Annual Premium with HCA $12,293,537.08 $12,261,644.20 Percent Change -0.26%

One-time Implementation Credit -$200,000.00 Total Annual Premium with Credt $11,959,644.20 Annual Cost Increase -$200,892.88 Percent Change -1.65% 2nd Year Rate Cap: 9.9%

AGENDA ITEM: G MEETING DATE: November 4, 2020

ITEM: ESRI Geographic Information System Server Upgrades ($23,300)

OBJECTIVE: Add additional servers and upgrade processing capabilities to the City geographic information system to improve the working environment, productivity and support.

RECOMMENDATION: Approve a purchase from ESRI for server licensing and professional services in the amount of $23,300.

The City geographic information system (GIS) is nearing 25-yearsold. The GIS has operated on a single server during this time. New services being built on the GIS platform, combined with an increasing volume of data being collected and analyzed, are pushing the single-server configuration past its limits to provide reliable processing for the users.

Adding a second GIS enterprise server will add a second database for redundant processing and disaster recovery. Two servers will be able to load balance the processing work and provide more than double the amount of server resource capabilities. A third server will be added to handle the browser-based viewer functionality and remote data transfer functions. This will further enhance the security and functionality of the whole system by offloading lower priority tasks that still con- sume a lot of processor resources and separating the main GIS database servers from the public facing internet.

BACKGROUND

The City GIS is nearing 25-years-old. During that time, the GIS has operated on a single server. Since 2010, that has been a virtual server. Over the last five years there has been a tremendous amount of growth in GIS utilization across the organization, adding more parcels and assets with additional data attributes. Within the last year, new applications running out of the GIS environment include the artificial intelligence driven asset identification and inventory project, Corona- virus dashboards and most recently, a new series of public safety dashboards. These new services combined with an increasing volume of data being collected and analyzed are pushing the single server configuration past its limits to provide reliable processing for the users.

OPERATIONAL ANALYSIS

Increased visibility and functionality of the City GIS has given this system a major role in the City's strategic principles and priorities. From innovation and stewardship to a safe and healthy community and a high performing financially stable government, increased use of the GIS data graph- ical user mapping interface is helping every department meet these priorities and City goals. Maintenance of physical infrastructure first requires a good inventory of that infrastructure. Add- ing all the additional processes and dashboards to the single server system has pushed the server beyond its ability to provide reliable processing power. There have been many instances in the last several months where the Vantage Points GIS viewer, which is a critical interface for staff using the GIS, has been down due to server processing overload. New projects, including the City’s public facing portal and additional public safety dashboards and reporting analytics are too much for the one server to handle.

Adding a second GIS enterprise server will add a second database for redundant processing and disaster recovery. Two servers will be able to load balance the processing work and provide more than double the amount of server resource capabilities. Adding a third server to handle the browser-based viewer functionality and remote data transfer functions will further enhance the security and functionality of the whole system by offloading lower priority tasks that still con- sume a lot of processor resources and separating the main GIS database servers from the public facing internet. The overall cost is small compared to the gain in processing capability, business continuity and the ability to maintain highest levels of customer service and staff efficiency.

INTERESTED PERSONS CONTACTED

None.

FINANCIAL ANALYSIS

This purchase is being made directly from ESRI, governed by License Agreement (E204) No. 304523, as found in State of Illinois Contract CMT0129630 (originally CMS7972640) / ESRI Master Purchase Agreement No. 00235721.0, dated September 19, 2016.

BUDGET IMPACT

FUND(S) ACCOUNT(S) PROJECT #(S) AMOUNT AMOUNT BUDGETED AVAILABLE General Fund 010-2101-718.30-99 N/A $183,999 $23,300

LEGAL IMPACT

This purchase is being made directly from ESRI, governed by License Agreement No. 304523, as found in State of Illinois Contract CMT0129630 (originally CMS7972640) / Esri Master Purchase Agreement No. 00235721.0, dated September 19, 2016. Section 5.02.020B of the procurement ordinance authorizes “purchases made pursuant to any joint purchasing program sponsored by the state or other governmental agency or association”.

ALTERNATIVES

The city council may choose to not award the purchase and continue to use the existing obsolete single server configuration.

NEXT STEPS

Once the purchase is approved, issue a purchase order and complete the project.

Originators: Brendan Brooks, Network Manager Jeffery D. Massey, Chief Technology Officer

Final Review: Debra Nawrocki, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, City Manager

ATTACHMENTS A. ESRI Quote

Quotation # Q-422759

Date: October 12, 2020

Environmental Systems Research Institute, Inc. Customer # 18423 Contract # CMT0129630 380 New York St Redlands, CA 92373-8100 City of Elgin Phone: (909) 793-2853 Fax: (909) 307-3049 Information Technology Services DUNS Number: 06-313-4175 CAGE Code: 0AMS3 150 Dexter Ct Elgin, IL 60120-5527

To expedite your order, please attach a copy of ATTENTION: Brendan Brooks this quotation to your purchase order. PHONE: (847) 931-5644 Quote is valid from: 8/25/2020 To: 11/23/2020 EMAIL: [email protected]

Material Qty Unit Price Total 160463 1 $17,000.00 $17,000.00 ArcGIS Enterprise Standard Up to Four Cores License

158344 1 $6,300.00 $6,300.00 Platform Engineer Service Retainer Package provides the Customer a choice of one of two options: 1) up to 20 hours of remote consulting; or 2) one day of onsite consulting support from a U.S. based Esri platform engineer. Technical topics may include assisting with installation and configuration of ArcGIS software, defining information products, ArcGIS organization configuration, workflows using ArcGIS Desktop, ArcGIS Pro, and Esri Apps, Map and App configuration, and general “best practices” knowledge transfer for components of the ArcGIS Platform. For specific ArcGIS Solutions see additional detail in the activity description attached to this quote or provided separately. Prior to the start of the engagement, the Customer will be contacted by an Esri representative to determine requirements and whether remote or on-site support is requested. If the Customer selects the remote consulting option, the Esri representative will assign a technical consultant to work with the Customer for the duration of the allotted hours. If the Customer selects the on-site consulting option, the Esri representative will work with the Customer to define expectations and then schedule a mutually agreed upon date for the onsite engagement. Scheduling will be based on resource availability. The consulting support provided under this Professional Service Package must be expended within a period of twelve (12) months from when valid Purchase Order is received. On-site support will be provided at a mutually agreed upon customer location during one trip within the United States. The Esri Professional Service Packages terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https://www.esri.com/en-us/legal/terms/services/. All travel specified in this quote is subject to Esri’s business continuity measures regarding COVID-19, including the most current Federal, State, and Local Government restrictions and Centers for Disease Control and Prevention (CDC) travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19 information available, and mutual agreement of the parties.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Email: Phone: Joe Araiza [email protected] 312-609-0966 x5383

The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. ARAIZAJ This offer is limited to the terms and conditions incorporated and attached herein. Quotation # Q-422759

Date: October 12, 2020

Subtotal: $23,300.00 Sales Tax: $0.00 Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $23,300.00

This Quotation is governed by License Agreement (E204) No. 304523, as found in State of Illinois Contract CMT0129630 (originally CMS7972640) / Esri Master Purchase Agreement No. 00235721.0, dated September 19, 2016.

1. DEFINITIONS document. Esri standard payment terms are net 30 days from receipt of an Esri invoice. Payment will be made to the Esri "Commercial Off-the-Shelf Software" or "COTS Software" address identified on the Esri invoice. For Services provided means all or any portion of Esri's proprietary software beyond the period of performance proposed or provided in a technology accessed or downloaded from an authorized Esri new calendar year, Esri reserves the right to increase the website or delivered on any media, in any format, including Services Package price in accordance with Esri's most backups, updates, service packs, patches, hot fixes, or current price schedule. Esri's obligation for completion of the permitted merged copies, available under license to the Services proposed is limited to the hours outlined in the general public. Services Package descriptions within Esri's statement of work. If additional time is required to complete Customer's "Map Data" means any digital dataset(s) including goals or activities set forth in the applicable statement of work, geographic, vector data, coordinates, raster, or associated Esri and Customer will amend the Purchase Order/ordering tabular attributes supplied by either party for use in the document, as mutually agreed, by increasing the quantity of performance of this Addendum. Service Packages ordered and issuing a new or amended Purchase Order/ordering document. Esri may, at its sole "Services" means consulting support being performed by discretion, stop work to avoid exceeding the total hours Esri on a time and materials basis in exchange for allotted in a specific Services Package. Unused labor hours or compensation from Customer. travel remaining after the performance of a Services Package will expire and not be available for performance at a later "Services Output" means any work product produced by date. If funded Services Packages have not been performed Esri as a result of Services provided under this Addendum. within twelve (12) months of the Esri invoice date, the Services Output can include, but is not limited to, reports, Services Package will expire, and no refund will be provided. training materials, and custom software code. Any amendment to the Purchase Order/ordering document to add Services Packages will not affect the rights or obligations "Services Package(s)" means a predefined unit of Services of the parties under this Addendum. provided at a firm fixed price, as stated in Esri's proposal. 5. LIMITED WARRANTY AND DISCLAIMER OF 2. OWNERSHIP AND GRANT OF LICENSE WARRANTIES

Except as specifically granted in this Addendum, Esri owns Esri warrants for a period of ninety (90) days from the date of and retains all rights, title, and interest in Services Output. performance that Services will substantially conform to the Subject to the terms and conditions in this Addendum, Esri professional and technical standards of the software industry. grants to Customer a nonexclusive, royalty-free, worldwide If Services do not substantially conform to these standards, license to use, modify, and/or reproduce Services Output in Customer may require Esri to reperform Services at no connection with Customer's authorized use of Esri's COTS additional cost to Customer. Services Output is provided as is Software. without warranty of any kind.

3. PATENTS AND INVENTIONS Disclaimer of Warranties. With the exception of the limited warranty set forth in this Article, Esri disclaims Esri and Customer will retain title to any inventions, and this Addendum expressly excludes all other innovations, and improvements ("Inventions") made or warranties, express or implied, oral or written, including, conceived solely by its principals, employees, consultants, or without limitation, any and all warranties of independent contractors ("Inventors") during the term of this merchantability or fitness for a particular purpose. Addendum. Esri and Customer will jointly own any Inventions made or conceived jointly by Inventors from both parties. In addition to and without limiting the preceding Where Inventions are jointly owned, each joint owner will paragraph, Esri does not warrant in any way Map Data. share equally the costs of acquiring protection for the Map Data may not be free of nonconformities, defects, Inventions and furnish the other joint owner with assistance errors, or omissions; be available without interruption; be reasonably required for acquiring protection. Neither Esri nor corrected if errors are discovered; or meet Customer's Customer may license, transfer, or sell its interest in jointly needs or expectations. Customer should not rely on any owned Inventions without the written consent of the other Map Data unless Customer has verified Map Data against party, which will not be unreasonably withheld. actual data from documents of record, field measurement, or observation. 4. COMPENSATION 6. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY Esri will perform and invoice Services on a firm fixed price basis, and the deliverable will be consultation time. Esri will In no event will Esri be liable to Customer for invoice Customer for all Services Packages ordered upon procurement of substitute goods or services; lost profits; receipt of a valid Customer Purchase Order/ordering lost sales; business expenditures; investments; business document. The Purchase Order/ordering document will commitments; loss of goodwill; or any indirect, special, confirm the quantity and price of the Services Packages exemplary, consequential, or incidental damages arising ordered, as described in Esri's proposal or quotation, and will out of or related to this Addendum, however caused or reference Customer acceptance of this terms and conditions

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under any theory of liability, even if Esri has been provide any such Esri Offerings until Esri obtains any advised of the possibility of such damages. necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an Esri's total cumulative liability under this Addendum, export license if needed. from all causes of action of any kind, will in no event exceed the amount actually paid by Customer for 9. GENERAL PROVISIONS services under this Addendum from which the liability directly arose. 9.1 Nonsolicitation. Neither party will directly solicit for hire any employee of the other party who is associated with 7. CONFIDENTIALITY Services called for under this Addendum during, and for a period of one (1) year after, project completion. In the event Services Output is Esri confidential information, and Customer this provision is breached, liquidated damages equal to will preserve and protect the confidentiality of Services twelve (12) months of the employee's compensation, plus any Output. Customer agrees not to reverse engineer or legal expenses associated with the enforcement of this decompile custom software delivered in object code, provision, will be paid by the breaching party to the aggrieved executable code, or similar formats (collectively, "Secure party. The foregoing will in no way restrict the parties from Formats"). For custom software delivered in source code or publicly advertising positions for hire in newspapers, other human-readable formats, Customer will have met its professional magazines, or Internet postings. obligations under this provision if its disclosure of custom software is limited to custom software in Secure Formats, 9.2 Use of Subcontractors. Esri reserves the right to utilize provided that the means for reverse engineering, decompiling, technically qualified subcontractor resources to support work or disassembling the custom software is withheld from such contracted under this agreement. Esri will remain responsible disclosure, and the person or entity in receipt of the custom for the quality of all work performed by an Esri subcontractor software similarly agrees not to perform the prohibited acts resource. described above or allow others to do so. 9.3 Taxes. Services are quoted exclusive of all state, local, Except as provided in the preceding paragraph, Customer will value-added, or other taxes; customs; duties; or other charges not disclose Services Output to third parties without the (other than income taxes payable by Esri). In the event such advance written consent of Esri. Customer may make taxes and/or charges become applicable to Esri's Services or disclosures to Customer's employees to the extent reasonably Services Output, Customer will pay the applicable tax upon required to allow Customer to use Services Output in a receipt of written notice that it is due. manner authorized under the applicable software licenses. Before disclosing all or any portion of Services Output to 9.4 UCC Inapplicability. Services provided under this employees or third parties as permitted in the preceding Addendum will not be governed by the Uniform Commercial sentence, Customer will inform its employees or third parties Code (UCC) and will not be deemed "goods" within the of the obligations in this Addendum and obtain their definition of UCC. agreement to be bound by them. Customer must comply with Article 8 in making any permitted disclosures. 9.5 Order of Precedence. These terms and conditions will take precedence over any Customer terms and conditions 8. EXPORT COMPLIANCE included in Customer ordering or authorizing documents, such as purchase orders. Any additional terms or conditions in Each party will comply with all applicable export laws and Customer ordering or authorizing documents will be void and regulations, including the US Department of Commerce's may be incorporated into this Addendum only by written Export Administration Regulations (EAR), the US Department amendment signed by both parties. of State's International Traffic in Arms Regulations (ITAR), and other applicable export laws. Customer will not export, 9.6 Equitable Relief. Customer agrees that any breach of this reexport, transfer, release, or otherwise dispose of, in whole Addendum by Customer may cause Esri irreparable damage. or in part, or permit access to or transfer or use of Services or In the event of a breach, in addition to any and all remedies at Esri Offerings to any United States embargoed countries or law, Esri will have the right to seek an injunction, specific denied entities or persons except in accordance with all then- performance, or other equitable relief in any court of current applicable US government export laws and competent jurisdiction to prevent violation of these terms regulations. Customer will not export, reexport, transfer, or without the requirement of posting a bond or undertaking or use Services or Esri Offerings for certain missile, nuclear, proving injury as a condition of relief. chemical, or biological activities or end uses without proper authorization from the US government. Customer shall 9.7 Governing Law. This Addendum will be governed by and immediately notify Esri in writing if any US government entity construed in accordance with the laws of the State of or agency denies, suspends, or revokes Customer's export California without reference to its conflict of laws principles. privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export 9.8 Entire Agreement. This Addendum is the sole and entire Control Classification Number (ECCN) other than EAR99 or agreement of the parties for Services and supersedes any (ii) is controlled for export from the United States under ITAR. previous agreements, understandings, and arrangements Customer will notify Esri in advance if Esri's performance of (including any purchase order terms and conditions) between any Services or provision of any Esri Offerings is related to the parties relating to the subject matter. any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or

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Esri Professional Service

Packages Requirements

The requirements for using Esri Professional Service Packages are described below; see corresponding footnotes in parentheses for specific descriptions.

Enterprise Consulting Services ▪ Capacity Planning (2, 25) ▪ Enterprise GIS Health Check (1, 13, 14, 23, 26)

Jumpstart Services ▪ ArcGIS Data Reviewer Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 17, 20) ▪ ArcGIS Enterprise Jumpstart—Basic (1, 8, 9, 13, 14, 19, 22, 30) ▪ ArcGIS Enterprise Jumpstart—Standard (1, 8, 9, 13, 14, 19, 22, 30) ▪ ArcGIS Enterprise Jumpstart—Advanced (1, 8, 9, 13, 14, 19, 22, 30) ▪ ArcGIS for Aviation Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 16, 20) ▪ ArcGIS for Maritime: Charting Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 16, 20) ▪ ArcGIS for Server Image Extension Jumpstart (1, 7, 8, 13, 14, 19, 22) ▪ ArcGIS GeoEvent Server Jumpstart (1, 8, 13, 14, 19, 22, 32, 33) ▪ ArcGIS Monitor Jumpstart (1, 5, 8, 12, 19, 23) ▪ ArcGIS Workflow Manager Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 12, 16, 18, 20, 26) ▪ Data Appliance for ArcGIS Jumpstart (1, 8. 13, 22, 28) ▪ Data Appliance for ArcGIS and ArcGIS for Server Bundle Jumpstart (1, 8, 13, 22, 28) ▪ Esri Defense Mapping Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 16, 20) ▪ Esri Geoportal Server Jumpstart—3 Days (1, 8, 13, 19, 21, 27) ▪ Esri Geoportal Server Jumpstart—5 Days (1, 8, 13, 19, 21, 27) ▪ Esri Production Mapping Jumpstart (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 16, 20)

Launch Kits ▪ 3D Launch Kit (1, 20, 34) ▪ AEC Project Delivery Launch Kit—Basic (1, 13, 14, 23, 31, 35) ▪ AEC Project Delivery Launch Kit—Standard (1, 13, 14, 23, 31, 35) ▪ ArcGIS Hub Launch Kit (1, 5, 14, 26, 36, 37, 38) ▪ ArcGIS Urban Launch Kit (2, 20, 34) ▪ Emergency Management Operations Launch Kit (1, 2, 34) ▪ Market Planning Launch Kit—Basic (1, 13, 14) ▪ Market Planning Launch Kit—Advanced (1, 13, 14) ▪ Web GIS Launch Kit—Basic (1, 13, 14, 22, 31) ▪ Web GIS Launch Kit—Standard (1, 13, 14, 22, 31) ▪ Web Maps and Apps Launch Kit (1, 13, 14, 22)

Remote Support ▪ AEC Project Delivery Remote Support (2, 23, 35) ▪ ArcGIS Monitor Remote Consulting Services—20 Hours (2, 12, 23) ▪ ArcGIS Platform Enablement for Small Business—20 Hours (2, 23) ▪ Remote Support for Esri Professional Service Package—20 Hours (2, 23, 29) ▪ Remote Support for Esri Geoportal Server—20 Hours (2, 23, 24) ▪ UI/UX Expert Review—20 Hours (2, 23)

Retainers ▪ Business Consultant Services Retainer Package (1, 2, 20, 23) ▪ Developer Services Retainer Package (1, 2, 20, 23) ▪ Enterprise Architect Services Retainer Package (1, 2, 20, 23) ▪ Geodatabase Administrator Services Retainer Package (1, 2, 20, 23) ▪ Geospatial Analyst Services Retainer Package (1, 2, 20, 23) ▪ Platform Engineer Services Retainer Package (1, 2, 20, 23)

Workshop Services ▪ ArcGIS Data Reviewer Workshop (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 17, 20) ▪ ArcGIS for Aviation Workshop (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 20) ▪ ArcGIS for Maritime: Charting Workshop (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 20) ▪ ArcGIS Workflow Manager Workshop (2, 3, 4, 5, 6, 7, 8, 9, 10, 12, 18, 20, 26) ▪ Esri Defense Mapping Workshop (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 20) ▪ Esri Production Mapping Workshop (1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 20) ▪ Water Outage Solution Workshop (1, 2, 13, 23)

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1. On-site support days shall be limited to no more than 8 working hours per day and performed on consecutive business days. 2. Remote Support may be scheduled between 5:00 a.m. and 5:00 p.m. (Pacific time), Monday through Friday, excluding Esri holidays. 3. Workshop shall be limited to no more than 12 Customer participants. 4. If it is determined that customer data will be integrated into the workshop/package, the data will be made available to Esri at least 10 business days prior to the workshop/package. 5. A computer projection system for PowerPoint presentations with a minimum resolution of 1024 x 768 is required. 6. It is the responsibility of the Customer to ensure that the computers and related space/equipment needed for the workshop are provided. Minimum computer requirements are as follows: Windows 7+, 2.0 GHz CPU, 4 GB RAM (8 GB recommended), 1024 x 768 or higher screen resolution, and adequate hard drive space for installation of the workshop data. 7. The location of the ArcGIS license (whether local or on a server) will affect student workspace environment setup. For optimal performance, it is recommended that ArcGIS for Desktop be installed on each machine. 8. Customer will download installation files and ECP files and any necessary service packs for all applicable software from https://my.esri.com prior to the arrival of the Esri consultant. 9. ArcGIS 10.2 for Desktop (Advanced license level) or higher and the most recent service packs must be installed. 10. Esri consultant requires administrative access to all workshop machines. 11. Workshop participant prerequisites will vary, depending on the topics. At a minimum, the participants should have taken ArcGIS 1: Introduction to GIS and ArcGIS 2: Essential Workflows or have equivalent knowledge/exposure to ArcGIS software. 12. Version 10.2, or higher, and the most recent service packs for the product in the package title should be installed. 13. The Esri consultant will require remote access to servers via Remote Desktop or Secure Socket Shell (SSH); access to user accounts with administrative privileges on any servers where software will be installed; and administrative access to any RDBMS used as an ArcGIS Enterprise geodatabase. 14. Customer will complete the previsit questionnaire and submit it to Esri prior to scheduling the on-site visit. 15. For information regarding system requirements, please see http://desktop.arcgis.com/en/arcmap/latest/install/mapping- charting/mapping-and-charting-solutions-system-requirements.htm. 16. The specific breakdown of hands-on training days and Customer-directed assistance days will be determined at least 10 business days prior to the Jumpstart. 17. Workshop setup documents and temporary licenses can be provided. For more information, please see http://desktop.arcgis.com/en/arcmap/latest/install/data-reviewer/arcgis-data-reviewer-for-desktop-system- requirements.htm for specific information regarding ArcGIS Data Reviewer for Desktop system requirements. 18. For more information, please see http://desktop.arcgis.com/en/arcmap/latest/install/workflow-manager/arcgis-workflow- manager-for-desktop-and-server-system-requirements.htm for specific information regarding ArcGIS Workflow Manager system requirements. 19. Target installation servers should have applicable operating systems, databases, and patches installed and connected to the network prior to the on-site visit. 20. Customer will not provide the Esri consultant the following: a. Information, data, or technology controlled for export under the International Traffic in Arms Regulations (ITAR); b. Unclassified controlled technical information (UCTI) or Covered Defense Information (CDI) under DFARS 204.7300 (252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting); and c. Protected health information (PHI) under the Health Insurance Portability and Accountability Act (HIPAA). 21. Jumpstart services participants should have prior experience with software installation, configuration, and operations in the Customer's environment. Jumpstart services facilities, including desktop workstations for each participant, should be set up prior to Esri staff arrival, per mutually agreed-upon specifications. 22. ArcGIS for Desktop (Standard or Advanced) is required to support testing, configuration, administrative, and technology transfer tasks, in addition to geodatabase administration and data loading. For ArcGIS Enterprise system requirements, please see https://enterprise.arcgis.com/en/system-requirements/latest/windows/arcgis-enterprise-builder-system- req.htm. 23. Customers must be current on maintenance of the product. 24. Topics must be related to Esri Geoportal Server. 25. This service will be conducted in a production environment. Consulting support for designing, installing, configuring, and performance and scalability testing of Esri products is outside the scope for this package.

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26. Workshop participant prerequisites will vary, depending on the topics. At a minimum, the participants should have taken ArcGIS 1: Introduction to GIS or have equivalent knowledge of/exposure to ArcGIS software. 27. For a full list of the Esri Geoportal Server system requirements, please see https://github.com/Esri/geoportal- server/wiki/Preinstallation-1.2.9. 28. Customer will connect Data Appliance for ArcGIS to the customer IT environment (and the server loaded with the ArcGIS Server software, if applicable), assign Data Appliance for ArcGIS an IP address, and place Data Appliance for ArcGIS into the same domain as the Customer's ArcGIS Enterprise system prior to the on-site arrival of the Esri consultant. 29. Topics covered must be related to the Esri Professional Service Package purchased with the remote support hours. 30. Design is limited to an MS Visio or PDF diagram with high-level details of a single ArcGIS environment and basic sizing estimates for component servers. 31. Esri foundational apps covered in the Web GIS Launch Kit can include Web AppBuilder for ArcGIS, Esri Story Maps, ArcGIS Open Data, configurable app templates, Operations Dashboard for ArcGIS, ArcGIS Maps for Office, Collector for ArcGIS, Navigator for ArcGIS, Explorer for ArcGIS, Workforce for ArcGIS, and Survey123 for ArcGIS. 32. Customer is required to have an existing ArcGIS Enterprise implementation with the following components installed and configured prior to start of services: ArcGIS Server, Portal for ArcGIS, and the ArcGIS Data Store. 33. GeoEvent Server connectors covered in the ArcGIS GeoEvent Server Jumpstart include connectors that are provided with the product and connectors that are developed by the Esri GeoEvent team listed in the ArcGIS GeoEvent Gallery. 34. Specific requirements for participants, software, data, and meeting facilities will be provided by the Esri consultant prior to scheduling of the work. 35. ArcGIS Pro or ArcGIS Notebook Server is required.

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