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10/18/2018 MINUTES WEST MEMPHIS CITY COUNCIL October 18, 2018 A regular meeting of the West Memphis City Council was held on Thursday, October 18, 2018 at 1:30 p.m. in the City Council Chambers at City Hall, 205 S. Redding, West Memphis, Arkansas. Invocation was given by Reverend John Rech followed by the Pledge of Allegiance led by VFW representative Jim Fiveash. Mayor Johnson called the meeting to order. City Clerk, Phillip Para called the roll. Those present were: Mayor William H. Johnson, City Attorney Michael Stephenson, City Treasurer Frank Martin and Council Members: Lorraine Robinson, James Pulliaum, Ramona Taylor, Marco McClendon, James Holt, Helen Harris, Willis Mondy, Wayne Croom, Tracy Catt and Melanie Hutchinson. Quorum being present, Mayor Johnson proceeded with the meeting. BID OPENING: None MINUTES Council Member Catt made a motion, seconded by Council Member Taylor to dispense with the reading of the minutes of October 4, 2018 and accept them as submitted. Upon voice vote, the voting was unanimous. OLD BUSINESS None NEW BUSINESS Council Member Pulliaum made a motion, seconded by Council Member Taylor to suspend the rules and read R-1, R-2 and O-1 by title only. Upon voice vote, the voting was unanimous. R-1 A RESOLUTION AUTHORIZING TEMPORARY SPENDING FOR THE WEST MEMPHIS POLICE DEPARTMENT FOR A BONUS OR HIRING INCENTIVE FOR POTENTIAL UNIFORMED OFFICERS, AND FOR OTHER PURPOSES. City Attorney Stephenson read the Resolution. Council Member Pulliaum made a motion, seconded by Council Member Taylor to approve the resolution. Discussion followed: Council Member McClendon stated that he would like to see the City do everything they can to retain their current police officers and EMT. There being no further discussion upon voice vote, the voting was unanimous. The Resolution was adopted and assigned No. 2178 R-2 A RESOLUTION PROCLAIMING THE MONTH OF OCTOBER AS WEST MEMPHIS CANCER AWARENESS MONTH IN THE CITY OF WEST MEMPHIS AND FOR OTHER PURPOSES. City Attorney Stephenson read the Resolution. Council Member Croom made a motion, seconded by Council Member Pulliaum to approve the Resolution. Discussion followed: Council Member McClendon acknowledged Mr. Courtney Chat and others for their participation in helping to bring awareness to the fight against Cancer. Council Member Harris thanked all the participants and volunteers that participated in the Cancer walk on Saturday October 13, 2018. There being no further discussion. Upon voice vote, the voting was unanimous. The Resolution was adopted and assigned No. 2179 O-1 AN ORDINANCE TO WAIVE COMPETITIVE BIDDING FOR PLAYGROUND EQUIPMENT AND PLAYGROUND IMPROVEMENTS AT WILLIE MAE ROWE, AND FOR OTHER PURPOSES City Attorney Stephenson read the Ordinance for the FIRST time. Council Member Pulliaum made a motion, seconded by Council Member Taylor to suspend the rules and place it on its second reading. Upon voice vote, the voting was unanimous. City Attorney Stephenson read the Ordinance for the SECOND time. Council Member Pulliaum made a motion, seconded by Council Member Taylor to further suspend the rules and place the ordinance on its third and final reading. Upon voice vote, voting was unanimous. City Attorney Stephenson read the Ordinance for the THIRD and final time. Council Member Pulliaum made a motion, seconded by Council Member Hutchinson to adopt the Ordinance. Discussion followed: Council Member Pulliaum asked if they could go ahead and order the equipment since it was already in the budget once it is approved. Council Member Taylor clarified that it has been bid out under the state bid and they would be able to order the equipment. There being no further discussion. Upon voice vote, the voting was unanimous. The Ordinance was adopted and assigned No. 2486 PERMISSION REQUEST PERMISSION TO APPROVE THE ROBERTA JACKSON NEIGHBORHOOD BUILDING PARTITION PROPOSAL (SEE MATERIAL IN PACKETS) Council Member Mondy made a motion, seconded by Council Member Taylor to table permission to approve the Roberta Jackson Neighborhood Building Partition Proposal until next City Council Meeting on November 1,2018. Upon voice, vote, the voting was unanimous. (Tabled) PERMISSION FOR MAYOR JOHNSON TO SIGN AN AGREEMENT WITH ENTERGY SERVICES, INC. FOR THE ECONOMIC DEVELOPMENT OFFICE TO UTILIZE ENTERGY'S BUILDINGS AND SITES CUSTOM MUNICIPAL GEOGRAPHY WRAPPER. Council Member Taylor made a motion, seconded by Council Member Pulliaum to give permission to Mayor Johnson to sign an agreement with Entergy Services, Inc. for the Economic Development office to utilize Entergy's buildings and sites custom municipal geography wrapper. Upon voice vote, the voting was unanimous. PERMISSION TO AUTHORIZE THE CITY ATTORNEY TO EMPLOY THRASH LAW FIRM TO REPRESENT THE CITY ON CERTAIN CASES AS INSTRUCTED BY THE CITY ATTORNEY Council Member Taylor made a motion, seconded by Council Member Harris to authorize the City Attorney to employ Thrash Law Firm to represent the City on certain cases as instructed by the City Attorney. Upon voice vote, the voting was unanimous. COMMITTEE REPORTS Public Works Council Member Taylor reported that September recycling was 11, 920 pounds with 1 e-waste. To date they have recycled more than 64 tons. The City Engineer's staff is currently getting bid packets out for two new grappler trucks. There were no new workman comp injuries. Sanitation had one accident involving equipment. The South Loop Extension is still under Environmental Phase. An Environmental public meeting was held on September 25, 2018, and plans are to bid it out in late 2019 with construction to happen in 2020. The Redding street bridge concrete beams have been ordered and they are waiting the cure time, the anticipated bridge closure is expected late October early November. The Hino Bridge is still under construction, with an anticipated completion date of November 30f. The Lehr street bridge replacement is at ARDOC for review, with overlay construction scheduled to start the week of October 15. Utility Commission Council Member Croom reported that Pump station #I has begun the rehabilitation phase and was approved by the Commission. Todd Pederson, Utility Manager has been working with a resource on job descriptions for all positions at the utility department. The findings have been given to the Utility Commission members for review. A salary survey was done for the hourly and given to the Commission for review. A salary proposal was presented and approved by the Commission and will presented to the Budget Committee on Thursday. Fire Commission Council Member Catt presented the fire report. There were no dismissals, suspensions, promotions or hiring's. The fire department did lose three paramedics, two fire fighters and one driver to other communities. Council member Catt said that it was important for the City to identify ways to retain our fire fighters. The Human Resource department is conducting an analysis from the communities that are attracting our fire fighters mainly in Tennessee and Mississippi and preparing a comparison package to present at the Budget Committee meeting to see what adjustments need to be made to the package to retain staff. The Budget meeting is scheduled for Thursday October 25, 2018. October is Fire Prevention month the department will be extremely busy visiting all the public and private schools. Fire Chief Gately has submitted his resignation effective January 1, 2019.Cheif Gately will be retiring after 37 years. Council Member Catt praised Chief Gately for the outstanding job he has done. The Bi racial committee met. EMS Collections as of October 9, 2018 was $174,376.12. The Commission received a letter from Ms. Wilson, who had recently purchased a new home. Ms. Wilson is a single parent; the fire department installed a smoke detector in her home. Council Member Catt said that this is a service offered to all citizens. Airport Commission Council Member Robinson reported that the Airport Commission met on Thursday October 18, 2018. The Airport received the quote from Bass Security for upgrading their security system. The Commission recommended that they get additional quotes before making the final decision. Police Commission Council Member Mondy said they will have a called commission meeting next week. APPOINTMENTS NONE ANNOUNCEMENTS Council Member Robinson announced that Keep West Memphis Beautiful is scheduled for Saturday October 27, 2018. Registration will be from 8:OOam to 8:30am. Clean up will begin at 8:30am until 12:00 pm or until work assignments are completed. Council Member Pulliaum asked when the Insurance Committee would meet in regards to the insurance bids. City Treasurer, Frank Martin said that the bids have been passed out and are scheduled to be opened on October 26, 2018. Council Member McClendon announced that there would be a Night of Hope Faith and Courage on Saturday October 20th, 2018, at 7:00 p.m., to honor the survivors of Cancer at the LR Jackson Girls Club located at 405 S 25th street. Council Member Catt announced that there will be a budget meeting on Thursday, October 25, 2018, from 11:00 to 2:00 pm and encouraged all council members to be in attendance. Lunch will be served. CITIZENS REQUEST Mr. Phillip Cater came before Council to address the need of Public Transportation, in the City of West Memphis. Mr. Carter is representing Lawrence Carter and Shirley Fugh, owner/operators of Transit Link Public Transportation. Mr. Carter is asking Council to earmark public transportation money in the 2019 budget and to address the need of public transportation. Mr. Devin Griggs, Candidate for County Treasurer came before Council to introduce himself. Mr. Tyrone Mosby was not in attendance. Having no further business to come before the Council, Council Member Pulliaum made a motion, seconded by Council Member Taylor to adjourn. Upon voice vote, the voting was unanimous. The meeting adjourned at 2:00 p.m. PASSED an APPROVED this 1st day November 2018 WILLIAM H.JOHN N, MAYOR ATTEST: PHILLIP PARA,CITY CLERK WEB-BASED ACCESS AGREEMENT This Web-Based Access Agreement ("Agreement") between Entergy Services, LLC. ("ESI") and lAlOr.1 A Whaving an office at lS }i l ("Licensee"), is effective as of the_ 2.*3 —day of 064 MiCV., 20 N ("Effective Date"). WHEREAS, Entergy Arkansas, Inc., Entergy Louisiana, LLC., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and Entergy Texas, Inc. (collectively, the "Entergy Companies") are electric utility companies that have established, through their affiliated services company, ESI, an online tool to assist businesses to find buildings and sites within the Entergy Operating Companies' service territories;and WHEREAS, Licensee desires to permit users to access and use the Building and Sites via links on Licensee's Website. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration set forth herein, the receipt and adequacy of which is hereby acknowledged, ESI and Licensee (each a "Party" and collectively the "Parties") hereby agree as follows: 1. Definitions 1. "Building and Sites"–the data, database,application and viewing tool associated with,and content made available through,the Designated Domain Name. 2. "Content" –any and all information, data, features, functions, layers, designs or any other aspects of the Building and Sites. 3. "Custom Wrapper" – any Wrapper designed or implemented by or for Licensee, as further defined in Section 11(2)of this Agreement. 4. "Default Wrapper" - the Wrapper provided by ESI on the Building and Sites (the current embodiment of said Wrapper provided by ESI is shown in Exhibit 1; however, the Wrapper provided by ESI may be modified at any time and in any way in the sole discretion of ESI). 5. "Designated Domain Name" - the domain name www.buildingsandsites.com or any alternate or successor domain name or names as may be established by ESI. 6. "Footer"–The bottom portion of every page of the Building and Sites, as shown in Exhibit 1, with the exception of reports generated through the Building and Sites. 7. "Generated Reports"–as defined in Section 11(3)of this Agreement. 8. "Header" –the area above the Hero Graphic as found on the Home Page of the Building and Sites, as shown in Exhibit 1, with the exception of reports generated through the Building and Sites. 9. "Improvements"–as defined in Section 11(7)of this Agreement. Page 1 of 13 10. "Intellectual Property Rights"—as defined in Section II(7)of this Agreement. 11. "Licensee Sponsored User"—any user who accesses the Building and Sites through, by,or as a result of the Licensee's Website. 12. "Licensee's Website"—any website owned by,operated by or under the control of Licensee. 13. "Reporting Parties"—as defined in Section IV(1)of this Agreement. 14. "Reviewing Vendor"—as defined in Section V(1)(a)of this Agreement. 15. "Unlisted Properties"—as defined in Section IV(1)of this Agreement. 16. "Wrapper"—the combination of the Licensee Logo, Hero Graphic including text overlay,2nd graphic including text overlay,and a primary brand color [I. Rights and Limitations During the term of this Agreement, ESI grants Licensee a nonexclusive, nontransferable, nonassignable, nonsublicensable license to allow users to access the Building and Sites via the Licensee's Website and to printout or otherwise extract information from the Building and Sites for the purpose of delivering said printout or extracted information to any prospect for the property referenced in such printout or extracted information, subject to the following terms and conditions to the extent permitted by law and not otherwise prohibited by Arkansas statutes or the Constitution of the State of Arkansas: 1. Licensee may design a Custom Wrapper, at its own cost and expense and subject to the following provisions, to be used in connection with the Building and Sites such that the Custom Wrapper shall appear, to any user accessing the Building and Sites via the Licensee's Website, to replace the Default Wrapper. ESI has no obligation to provide a Custom Wrapper, and Licensee does hereby agree to indemnify, defend, protect, and hold harmless ESI and ESI, and their members, officers, directors, employees, representatives, affiliates, and third-party agents from and against any claims, suits, actions,judgments, losses, liabilities, damages, fines, costs, or expenses (including reasonable attorneys' and investigatory fees) in any way relating to or arising from the development, design or use of a Custom Wrapper by Licensee in connection with the Building and Sites. 2. Except as otherwise directed in writing by an authorized representative of ESI after the effective date of this Agreement, Licensee shall ensure that any Custom Wrapper,as described in the preceding paragraph, used by Licensee in the manner described above must: a. Include the Building& Sites logo(as provided by ESI) in the Wrapper in a manner approved by ESI prior to Licensee allowing any users to view Licensee's Custom Wrapper in conjunction with the Building and Sites; b. Include the text of the navigational menus found in the Header and the left side of the Default Wrapper and such text must appear in the same order Page 2 of 13 used in the Default Wrapper; C. Include in the Footer the text: i. "D 2007-20nn Entergy Corporation, All Rights Reserved. The Entergy name and logo are registered service marks of Entergy Corporation and may not be used without written consent from Entergy Corporation" where"nn" is the then current year. ii. Entergy Corporation and its subsidiaries, including Entergy Services, LLC., Entergy Arkansas, Inc., Entergy Louisiana, LLC., Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., (collectively, the "Entergy Companies") are not licensed to market any real property. Information about these properties is provided merely to assist in economic development efforts. ESI makes no representations or warranties whatsoever regarding accuracy or completeness of the information nor the condition or suitability of these properties. Inquiries about any property should be directed to the listing broker for that property. Used only with the permission of ESI. Usage restricted. d Include in the Footer a link named "Terms of Use" that links directly to a legal policy to be provided by ESI, which may be modified at any time by ESI, for any reason or no reason, (and, for the avoidance of doubt, including without limitation any modifications required to conform the Terms of Use to the requirements of any third party vendor agreements to which ESI may be a party or be otherwise bound), and which is currently found at https:Hinfo.buildingsandsites.com/terms- of-use/ (for the avoidance of doubt, ESI may relocate, in their sole discretion, the Terms of Use at any time); and e. Include in the Footer a link named"Privacy Policy"that links directly to a privacy policy to be provided by ESI, which may be modified at any time by ESI, for any reason or no reason, (and, for the avoidance of doubt, including without limitation any modifications required to conform the Privacy Policy to the requirements of any third party vendor agreements to which ESI may be a party or be otherwise bound), and which is currently found at http://www.entergy.com/privacy_legal/privacy.aspx (for the avoidance of doubt, ESI may, in its sole discretion, relocate the Privacy Policy at anytime). 3. ESI may format any and all Property Detail Reports and Demographic Reports generated using the Building and Sites ("Generated Reports") in any manner, including without limitation in confonnance with the requirements set forth in Sections 11(3)(a)-(d) below, and Licensee does hereby agree to ensure that any and all Generated Reports created by Licensee Sponsored Users, or by Licensee, meet any and all requirements established by ESI from time to time and in their sole discretion, including without limitation (and unless otherwise notified in writing by ESI) the requirements set forth in Section 11(3)(a)-(d)below. a. Each page of a Generated Report must include the following disclaimer: "Entergy Corporation and its subsidiaries, including Entergy Services, LLC., Entergy Arkansas, Inc., Entergy Louisiana, GLC., Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., Page 3 of 13 (collectively, the "Entergy Companies") are not licensed to market any real property. Information about these properties is provided merely to assist in economic development efforts. ESI makes no representations or warranties whatsoever regarding accuracy or completeness of the information nor the condition or suitability of these properties. Inquiries about any property should be directed to the listing broker for that property." b. Each page of a Generated Report must include the following copyright legend: "© 1997-20nn, Entergy Corporation, All Rights Reserved." (where "nn" is the then current year) C. Each page of a Generated Report must include the following text: "Used only with the permission of ESI. Usage restricted." d. Notwithstanding any provisions of this Agreement to the contrary, Licensee is hereby granted the right to place its logo in place of ES1 logo of any Generated Report which meets all requirements set forth by ESI,as discussed above. C. Include the Building&Sites logo (as provided by ESI) in the Generated Reports in a manner approved by ESI prior to Licensee allowing any users to view Licensee's Custom Wrapper in conjunction with the Building and Sites. f. Include the Esri logo (as provided by ESI) in the Generated Demographics Reports in a manner approved by ESI prior to Licensee allowing any users to view Licensee's Custom Wrapper in conjunction with the Building and Sites. 4. Licensee agrees that Licensee shall not mask, obscure, change or otherwise conceal the domain name of the Building and Sites in any way. In addition to the forgoing, Licensee shall ensure that, regardless of how a user accesses the Building and Sites through the Licensee's Website or what Wrapper a user sees while viewing the Building and Sites through the Licensee's Website, the domain name that shall appear at all times in the navigation bar of any web browser viewing the Building and Sites through the Licensee's Website shall be the Designated Domain Name. This provision shall not restrict Licensee from marketing its site using a unique URL so long as users are redirected to buildingsandsites.com. 5. Unless ESI grants express written permission to the contrary, Licensee has no right or license whatsoever to modify or otherwise alter the Content of the Building and Sites, where such modification or alteration includes, without limitation: the creation, implementation or use of any new layers; the creation, implementation or use of any new features or functions; and any other modification, customization or alteration of any aspect of the Content of the Building and Sites. ESI may, in its sole discretion and for any reason or no reason, modify the Content of the Building and Sites at any time and without notice to any party, where such modification may include, without limitation, modifications to the appearance of, information provided by, and any other aspect, feature or function of the Building and Sites. 6. Licensee may, with the express written approval of ESI (which approval may be withheld for any reason or no reason), configure certain customizable features of the Page 4 of 13 Building and Sites(where such customizable features available for configuration shall be determined solely by ESI) to conform said features to the geographic region associated with Licensee's business, activities or services. Licensee may, as any other registered user, submit new properties to be listed on the Building and Sites, subject to review and approval of said submission by ESI. 7. Licensee shall not have administrative rights to the Building and Sites, such rights being expressly reserved to ESI. & Licensee agrees that any information, suggestion, idea, concept, technique, graphic, remark, improvement, enhancement, function, feature, process, know- how, software, data, database, layer, design, work of authorship, or other submission (collectively, "Improvements") made or suggested by Licensee for or with respect to the Building and Sites, or added to the Building and Sites by Licensee, shall become, and the Intellectual Property Rights to the Improvements shall become, the exclusive property of ESI; and, the Improvements and Intellectual Property Rights thereto are hereby, without further formality or notice, assigned to ESI free and clear of all liens, royalty rights, claims, licenses or encumbrances whatsoever. Additionally, and without limiting the generality of the forgoing, ESI shall be entitled to use any such submission and any derivative works created therefrom, and any related concepts, ideas, techniques, or know- how for any lawful purpose without any obligation whatsoever to Licensee. The terve "Intellectual Property Rights" means all rights to apply for, register, hold, obtain, receive, maintain, enforce, defend and otherwise own patents, trademarks, copyrights, trade secrets or other proprietary or intellectual property rights. 9. Licensee agrees that neither Licensee, nor any Licensee Sponsored User, shall maintain against ESI any right whatsoever to any data provided or otherwise submitted to the Building and Sites or to the database associated with said Building and Sites. Licensee represents and warrants to ESI that ESI shall, as to Licensee and as to any Licensee Sponsored User, have and fully enjoy the unfettered right to use, copy, display, edit, adapt, modify, create derivative works of, distribute and otherwise exploit and enjoy all data provided or otherwise submitted to the Building and Sites or to the database associated with said Building and Sites. 10. Except as stated otherwise in this Agreement, Licensee shall not display or otherwise use any names, logos, symbols, slogans, trademarks, service marks or other identifying marks of ESI, in any manner whatsoever, without the express written permission of ESI, and ESI may withhold such permission for any reason, or for no reason, in their sole discretion. 11. To the extent any of the terms of this Agreement conflict with the terms of the Terms of Use referenced in Section II(3)(c) of this Agreement, the terms of this Agreement shall govern as between Licensee and ESI when Licensee, through any of its employees,agents or other authorized representatives, is a user of the Website. 111, Obligations Related to Customization and Implementation Licensee is and shall be solely liable for any and all costs or expenses incurred, whether by Licensee or ESI, in relation to Licensee's linking to and access or use of the Building and Sites under this Agreement, including without limitation any costs incurred in connection with Page 5 of 13 development of a Custom Wrapper, implementation or customization of Licensee's display of the Building and Sites in combination with the Custom Wrapper, implementation or customization of Licensee's linking to the Building and Sites, or any other implementation, customization or other development costs or expenses incurred by Licensee related to the Building and Sites. IV. Reporting and Data Entry 1. Licensee shall actively seek out and deliver listings for properties not listed with a real estate agent ("Unlisted Properties") from real estate agents or any other parties, (collectively, the "Reporting Parties"),to ESI as frequently as possible by inputting their Unlisted Properties into the Building and Sites either manually or electronically, where any third party fees associated with such data transfer shall be the responsibility of either Licensee or the Reporting Parties. 2. Licensee shall actively encourage Reporting Parties to submit information related to parish and community profiles for a given geographical area, where said information may be retained or discarded at the sole discretion of ESI. V. Right to Approve 1. ESI shall have and retain the right to review and approve any Custom Wrapper developed by Licensee, or developed on Licensee's behalf, for use in association with the Building and Sites before Licensee may allow any user to access the Building and Sites via the Licensee's Website. a. As part of ESL's right to review and approve any Custom Wrapper as described in the preceding paragraph, ESI' may require that a website vendor of its choice (the `Reviewing Vendor") be allowed to review, test and coordinate the implementation of any Custom Wrapper, or any modifications to a previously approved Custom Wrapper, to ensure that any Custom Wrapper (or modification thereto) meets the approval of, and satisfies any and all requirements set forth by, ESI, in its sole discretion. b. Licensee shall be responsible for, and shall directly pay to the Reviewing Vendor, any costs associated with, or incurred as part of, the review and approval of any Custom Wrapper(or modification thereto) as described in the preceding paragraph. 2. If ESI grants Licensee permission to create, implement or use a modification or other Improvement to the Building and Sites as described under paragraph 11(5) above, ESI shall have and retain an ongoing right to review and approve any such modification or Improvement developed by Licensee, or developed on Licensee's behalf, before Licensee may allow any user to access the Building and Sites (as modified or Improved by any such modifications or Improvements) via the Licensee's Website. 3. Any and all advertising or media coverage arranged by Licensee and related to the Building and Sites, including without limitation proposed interviews, press releases, articles or other promotional activities or materials, must be coordinated Page 6 of 13 with, and approved by, ESI. Licensee agrees that any and all press releases discussing, mentioning or otherwise announcing the availability of the Building and Sites, via the Licensee Website or otherwise, to the public shall be jointly composed with ESI and that such press releases shall be subject to the approval provisions of Section VI of this Agreement. 4. ESI may withhold any and all approvals required under this section, or any other section of this Agreement, for any reason or no reason. V1. DISCLAIMERS THE BUILDING AND SITES AND ANY RELATED DOCUMENTATION AND INFORMATION ARE PROVIDED "AS 1S", WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CONTENT OF THE BUILDING AND SITES MAY CONTAIN TECHNICAL, TYPOGRAPHICAL, OR OTHER ERRORS, INACCURACIES, OR OMISSIONS. ESI RESERVES THE RIGHT, IN ITS SOLE DISCRETION, AT ANY TIME, AND FOR ANY REASON, TO MAKE CORRECTIONS, DELETIONS, REVISIONS, AND CHANGES TO THE BUILDING AND SITES. ESI FURTHER RESERVES THE RIGHT, IN THEIR SOLE DISCRETION, AT ANY TIME AND FOR ANY REASON, TO SUSPEND OR TERMINATE THE AVAILABILITY OF, OR ACCESS TO, THE BUILDING AND SITES TO ANY OR ALL USERS, WITHOUT PRIOR NOTICE. ESI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AND SHALL HAVE NO RESPONSIBILITY WHATSOEVER TO LICENSEE OR TO ANY LICENSEE SPONSORED USER OR TO ANY USER WITH RESPECT TO ANY SUCH ERROR, INACCURACY, OMISSION, CORRECTION, DELETION, REVISION,CHANGE, SUSPENSION, OR TERMINATION. ESI MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE BUILDING AND SITES WILL BE OPERATIONAL OR ACCESSIBLE AT ANY TIME. ESI MAKES NO REPRESENTATION OR WARRANTY THAT THE BUILDING AND SITES, OR WEBSITES ACCESSIBLE THROUGH THE BUILDING AND SITES, ARE FREE OF MALWARE OR DESTRUCTIVE COMPUTER CODE SUCH AS VIRUSES, WORMS, TROJAN HORSES, AND THE LIKE. USERS SHOULD TAKE THEIR OWN PRECAUTIONS WITH RESPECT TO SUCH CODE. Page 7 of 13 ESI SHALL HAVE NO RESPONSIBILITY AND MAKE NO REPRESENTATION, WARRANTY, OR ENDORSEMENT WITH RESPECT TO ANY OTHER WEBSITE THAT A USER MAY ACCESS FROM THE BUILDING AND SITES. ACCESS TO SUCH OTHER WEBSITES IS PROVIDED SOLELY AS A CONVENIENCE TO USERS. ANY SUCH OTHER WEBSITE IS INDEPENDENT OF THE BUILDING AND SITES, AND ESI HAVE NO CONTROL OVER THE CONTENT OF ANY SUCH OTHER WEBSITE. USERS ACCESSING OTHER WEBSITES LINKED TO THE BUILDING AND SITES DO SO ENTIRELY AT THEIR OWN RISK AND ARE SUBJECT TO SUCH TERMS AND CONDITIONS AS ARE IMPOSED BY SUCH OTHER LINKED WEBSITES. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FORGOING, AND ONLY BY WAY OF PROVIDING ADDITIONAL RIGHTS AND DEFENSES TO ESI, ESI HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, STATUTORY, BY OPERATION OF LAW OR OTHERWISE): (1) AS TO THE CONDITION, QUALITY, ACCURACY, PERFORMANCE, FEATURES, FUNCTIONS, CAPACITY, SECURITY, PRIVACY, SUITABILITY, SCALABILITY, AVAILABILITY OR COMPLETENESS OF THE BUILDING AND SITES, THE USE THEREOF, OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES; (2) AS TO THE EXISTENCE OF ANY LATENT, HIDDEN, REDHIBITORY OR PATENT DEFECTS IN THE BUILDING AND SITES, THE USE THEREOF OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES; (3) AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE BUILDING AND SITES OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES; (4) AS TO THE INTENDED USE BY ANY PERSON OF THE BUILDING AND SITES OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES; (5) AS TO THE RESULTS DERIVED FROM USING THE BUILDING AND SITES OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES; (6) AS TO THE BUILDING AND SITES, OR HOSTED ENVIRONMENT FOR THE BUILDING AND SITES, BEING ERROR- FREE, BUG-FREE, VIRUS-FREE, MALWARE-FREE OR MAINTENANCE FREE; (7) AS TO THE BUILDING AND SITES, OR THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES, RUNNING, OPERATING OR BEING AVAILABLE WITHOUT INTERRUPTION OR OUTAGE; (8) AS TO THE BUILDING AND SITES OR THE USE THEREOF BEING NONINFRINGING, NONLIBELOUS OR NONDEFAMATORY; OR (9) AS TO THE HOSTED ENVIRONMENT FOR THE BUILDING AND SITES OR THE USE THEREOF BEING NONINFRINGING,NONLIBELOUS ORNONDEFAMATORY. VII. Limitations of Liability IN NO EVENT WILL ESI BE LIABLE TO ANY PARTY OR ANY USER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES FOR ANY USE OF THE BUILDING AND SITES, OR ANY LINKED WEBSITE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA ON ES1'S OR ANY USER'S COMPUTER HARDWARE OR INFORMATION HANDLING SYSTEMS, OR OTHERWISE, REGARDLESS OF WHETHER ESI HAS BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ESI IS NOT RESPONSIBLE FOR TECHNICAL, HARDWARE, OR SOFTWARE FAILURES OR LOSSES OF ANY KIND, OR FOR FAILED, INCOMPLETE, DISTORTED, CORRUPTED OR DELAYED DATA OR DATA TRANSMISSIONS, OR EQUIPMENT INCOMPATIBILITIES, IN RELATION TO ANY USE OF THE BUILDING AND SITES. ESI IS NOT RESPONSIBLE FOR DAMAGE RESULTING FROM MALWARE OR OTHER DESTRUCTIVE COMPUTER CODE SUCH Page 8 of 13 AS VIRUSES, WORMS, TROJAN HORSES, AND THE LIKE. UNDER NO CIRCUMSTANCES WILL ESI BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF INFORMATION, INTERACTIVE FORMS, CONTENT, OR COMPUTER CODE ON THE BUILDING AND SITES OR ANY WEBSITE ACCESSIBLE THROUGH THE BUILDING AND SITES. VIII. Term and Termination 1. The initial term of this Agreement shall be for one (1) year(the "Initial Term") and will be automatically renewed for successive one-year periods(each a "Renewal Term") unless either Party elects to terminate the Agreement for any reason or for no reason by giving written notice to the other Party not less than thirty(30)days prior to the end of the Initial Term or any Renewal Term(s)or unless earlier terminated in accordance with other terms and conditions of this Agreement. 2. Notwithstanding any other provisions of this Agreement to the contrary, ESI may, in their sole discretion, terminate any and all rights granted under this Agreement to Licensee, at any time and for any reason or no reason, by giving Licensee thirty (30)days written notice of said termination. 3. Notwithstanding any other provisions of this Agreement to the contrary, ESI may, in their sole reasonable discretion and without giving notice to Licensee, immediately suspend or terminate: a any and all licenses or rights granted under this agreement to Licensee if such suspension or termination is required to prevent ESI from breaching any agreement between one or more of ESI and any third party or to satisfy any obligation owed by one or more of ESI to any third party (where a third party includes any party other than Licensee, and, for the avoidance of doubt, such third parties include, without limitation, the host of the Building and Sites, any entity providing services related to the Building and Sites and any entity that has licensed to ESI software or other information that is in any way related to the Building and Sites);or b. any and all licenses or rights granted under this Agreement to Licensee if Licensee breaches any term or condition of this Agreement;or C. any and all licenses or rights of selected Licensee Sponsored Users who act in any manner which, in the reasonable discretion of ESI, warrants suspension or termination of such selected Licensee Sponsored Users' licenses or rights. 4. The provisions of Sections 111, VI(I)(b), VII, VIII, 1X, X, XI, XII, X111, XIV and XV, as well as Section 11 subparts 8, 9 and 10, shall survive any termination, expiration, rescission, dissolution or otherwise end to this Agreement. IX. Waivers ESI will not be deemed to have waived any of the terms of this Agreement,or any of its rights with respect to the foregoing, unless the waiver is in a written document expressly setting Page 9 of 13 forth the nature and extent of the waiver,executed by a representative of one or more of ESI duly authorized to execute and deliver the same. No delay or omission on the part of ESI in enforcing this Agreement shall impair its current or future exercise of its rights and remedies thereunder or be construed as a waiver'of any provision of this Agreement. No partial or single exercise of any right or remedy available to ESI under this Agreement shall preclude the full availability to ESI of such right or remedy. X. Indemnification Licensee, at its own expense, will indemnify, defend, protect, and hold harmless ESI, their members, officers, directors, employees, representatives, affiliates, and third-party agents from and against any claims, suits,actions,judgments, losses, liabilities,damages, fines,costs, or expenses (including reasonable attorneys' and investigatory fees) in any way relating to or arising from the use, publication, promotion, display, downloading, linking or posting of, to or on the Building and Sites by Licensee or any Licensee Sponsored User to the extent permitted by law and not otherwise prohibited by Arkansas statutes or the Constitution of the State of Arkansas. XI. Assignment Licensee may not assign to any other person or entity its rights or obligations under this Agreement without the express written consent of ESI. ESI, in their sole discretion, may freely assign this Agreement and its rights and obligations hereunder, in whole or in part, to any third party or parties without the consent of or notice to Licensee. XII. Applicable Laws This Agreement is governed by the laws of the State of Arkansas, excluding its conflicts of laws principles, and, where applicable, by federal law. XIII. Captions Captions and titles in this Agreement are for convenience only and will not be construed to affect the meaning or effect of this Agreement. XIV. Severability If any provision of this Agreement is determined to be void or invalid as a matter of law, the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. XV. Notices Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, or(c)on the third business day after deposit in the U.S. mail(certified or registered mail, return receipt requested, postage prepaid)and sent to the following designated representatives of the parties: Page 10 of 13 For ESI: For Licensee: With a copy to: Robert D. Hess, 111, Esq. Associate General Counsel: Commercial Transactions Entergy Services, LLC. 639 Loyola Ave., 22nd Floor New Orleans, LA 70113 XVI. Third Party Beneficiaries. Each of the Entergy Companies is deemed be a third-party beneficiary under this Agreement entitling them to all protections and limitations under this Agreement as if they were ESI. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year first written above. Entergy Services, LLC. Licensee: By: l By: Print Name: YA.V Print Name: him Title: bt2�[�-TEcr:-L?si rtiC Title: _ Page 11 of 13 EXHIBIT 1 Header Hero VVhic,and hero text Wrapper Graphic Image Portion of hero graphic that is overlaid 2°d graphic,and text Home to the Largest Industrial Base in the U.S. 0 Footer V,?a Buildings d Sites Sn w..•.:o Gr... Page 12 of 13 Page 13 of 13 Buildings & Sites By Entergy Entergy's Buildings & Sites — Wrappers* "Wrappers" allow your organization to have a buildings and sites website that focuses on your region and is consistent with your branding, and has all of the functionality of the BuildingsandSites.com state-of-the-art digital platform. All properties that appear on a wrapper website also appear in Entergy`s website ensuring broader marketing of the property. Regional Geography Wrapper • Base license (one-time fee) of $4,000 plus$500 per parish • Optional Local GlSdata publishing - $150 per layer (assumes no data editing and/or conditioning for publishing) Parish Geography Wrapper • Base license (one-time fee)of $5,000 • Optional Local GlSdata publishing - $150 per layer (assumes no data editing and/or conditioning for publishing) Municipal Geography Wrapper • Base license (one-time fee)of $5,500 • Optional Local GlSdata publishing - $150 per layer (assumes no data editing and/or conditioning for publishing) Features include: Featured Properties, Responsive Design for Mobile Users, Esri Business and Demographic Data Reports, Drive-Time Analysis, Pocket Properties, and more. *Available for Entergy served parishes/counties. THRASH LAW FIRM, P.A. 1101 Garland Street Little Rock, AR 72201 Thomas P.Thrash tomthraAQthrashlawfirmpa com Telephone: 501-374-1058 Facsimile: 501-374-2222 October 4, 2018 Via E-Mail. nrstepkenson@cityofivnr.con, Michael Stephenson City of West Memphis West Memphis A&P Commission Re: Pine BluffA&P Contmission, et al v Hotels.cont, et al Intervention and Claim Dear Mr. Stephenson: Please allow this letter to confirm your request that we represent the interest of the City of West Memphis and the West Memphis A&P Commission,as Intervenors and Claimants in the above referenced case. Your execution and approval of this Letter of Agreeme»t will represent our authority to proceed with your interventions and claims in the above-described litigation. You will not be responsible for any attorneys' fees or expenses. We will advance all expenses and deduct the expenses from any recovery in this case. Any award of legal fees and expenses will be determined and approved by the Court and will be paid from the overall recovery in this case. The attorneys representing the Plaintiffs and Intervenors in this case include: Thrash Law Firm, P.A., 1101 Garland Street, Little Rock, Arkansas 72201; Williams & Anderson PLC, 111 Center Street,Suite 2200,Little Rock,AR 72201;The Finnell Firm,PO Box 63,Rome,GA 30162- 0063; and Bird Law Group, P.C., 2170 Defoor Hills Road NW,Atlanta, GA 30318. If this accurately represents our agreement, please acknowledge your approval by your signature below. Sincere, Thomas P. Thrash APPROVED AND AG EED TO: i Micha 1 phenso City o West Memphis and West Memphis A&P Commission a i 3 }iJa d In the Circuit Court of Jefferson County, Arkansas Case No. CV 2009-946-5 Pine Bluff Advertising and Promotion Commission,Jefferson County,Arkansas, City of North Little Rock,Arkansas and All Others Similarly Situated VS. Hotels.com,L.P.; Hotwire,Inc.; Trip Network, Inc. (d/b/a Cheaptickets.com); Travelport Limited; Expedia, Inc.; Internetwork Publishing Corp. (d/b/a Lodging.com); Lowestfare.com Incorporated; Orbitz,LLC; Priceline.com Incorporated; Travelocity.com L.P.; Travelweb, LLC and Site59.com, LLC INFORMATIONAL LETTER TO ARKANSAS CITIES In May, you should have received a Notice letter detailing for you the history and current status of the above-styled proceeding and informing you that you might be entitled to recover unpaid gross receipts taxes from Online Travel Companies who had booked hotel reservations in your city. To date, we have received communication from many cities requesting that we ,prepare and file claims for intervention on their behalf to recover these taxes. On May 24, 2018, Defendants filed a petition with the Arkansas Supreme Court requesting that the Supreme Court halt proceedings in the lower court. The Supreme Court has not yet issued its ruling on Defendants' request, and as the Court is now on its summer recess, a ruling is not expected until mid-September. Defendants have also filed a Notice of Appeal from the lower court's summary judgment decision on May 23, 2018. They are required to file their record or receive an extension of time to file the record by August 21, 2018. In light of the two filings with the Supreme Court, the lower court has extended the deadline for filing of Motions to Intervene until after the Supreme Court rules on the petition and the notice of appeal. It is still timely for your City to participate in a claim for damages as a result of the court's decision in this case. If you wish for us to prepare and file your Motion to Intervene and Claim for damages with the Jefferson County Circuit Court, at no cost to you, please contact us at: Thomas P. Thrash Jack Williams Thrash Law Firm P.A. Williams & Anderson,PLC 1101 Garland Street -OR- 111 Center Street, Suite 2200 Little Rock,AR 72201 Little Rock,AR 72201 (501) 374-1058 (501) 372-0800 tomtlirashCa]thrashlawftrmpa com jwilliams.c williamsanderson com