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HomeMy WebLinkAboutCC 2015-04-13 Agendas k4FItH NOKTH KICHL.F,ND HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 7301 NORTHEAST LOOP 820 NORTH RICHLAND HILLS, TX 76180 MONDAY, APRIL 13, 2015 WORK SESSION: 6:00 PM Held in the City Council Work Room CALL TO ORDER 1. Discuss items from Regular City Council meeting. EXECUTIVE SESSION The City Council may enter into closed Executive Session as authorized by Chapter 551, Texas Government Code. Executive Session may be held at the end of the Regular Session or at any time during the meeting that a need arises for the City Council to seek advice from the city attorney (551.071) as to the posted subject matter of this City Council meeting. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. 1. Section 551.072: Deliberate the purchase, exchange, lease or value of real property — (1) south sector of the City; and (2) Iron Horse Boulevard. 2. Section 551.087: Deliberation Regarding Economic Development Negotiations in south sector of the City. REGULAR MEETING: Immediately following executive session (but no earlier than 7:00 p.m.) Held in the City Hall Council Chambers A. CALL TO ORDER A.1 INVOCATION - MAYOR PRO TEM RITA WRIGHT OUJESKY A.2 PLEDGE - MAYOR PRO TEM RITA WRIGHT OUJESKY A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) Monday April 13, 2015 City Council Agenda Page 1 of 3 A.4 CITIZENS PRESENTATION An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the Council, please complete a Public Meeting Appearance Card and present it to the City Secretary prior to the start of the Council meeting. A.5 REMOVAL OF ITEM(S) FROM CONSENT AGENDA B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS All consent agenda items listed below are considered to be routine items deemed to require little or no deliberation by the City Council and will be voted on in one motion. There will be no separate discussion of these items unless a Council Member so requests, in which event the item will be removed from the Consent Agenda and considered. B.1 Approve minutes of the March 23, 2015 City Council meeting. B.2 Award contract to JP Morgan Chase for merchant services. B.3 Approve Resolution No. 2015-010, continuing participation in Tarrant County's HOME Investment Partnership Program. B.4 Authorize City Manager to execute a professional services agreement with Baird Hampton and Brown, Inc. for the Main Street Drainage Project (DR1501) in an amount not to exceed $89,500. B.5 Award bid RFB15-014 to DFW Services, LLC for replacement of pumps and motors at Johnson Storage Tank (UT1402) in the amount of$90,000. B.6 Authorize the City Manager to sign a three-year agreement with Century Link for phone, internet service and a disaster recovery line at the new city hall in an amount not to exceed $113,952. C. PUBLIC HEARINGS D. PLANNING AND DEVELOPMENT E. PUBLIC WORKS E.1 Authorize payment to Texas Department of Transportation for the direct state costs associated with the Rufe Snow Drive Street and Utility improvement project (ST 0202) in the amount of$386,535. F. GENERAL ITEMS F.1 Consider Resolution No. 2015-011, setting a public hearing regarding the Neighborhood Revitalization Program. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA Monday April 13, 2015 City Council Agenda Page 2 of 3 • • H. INFORMATION AND REPORTS - COUNCIL MEMBER TIM BARTH H.1 Announcements. I. ADJOURNMENT Certification I do hereby certify that the above notice of meeting of the North Richland Hills City Council was posted at City Hall, City of North Richland Hills, Texas in compliance Chapter 551, Texas Government Code on April 10, 2015 at 3:00 PM. tit w. w Ark- City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. - I } REMOVED FROM POSTING BOARD Date: '//02 Y/M(5 - By. C&t4 Q Monday April 13, 2015 City Council Agenda Page 3 of 3 D r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Discuss items from Regular City Council meeting. Presenter: Alicia Richardson, City Secretary Summary: The purpose of this item is to allow City Council the opportunity to discuss any item on the regular agenda. General Description: The purpose of this standing item is to allow City Council the opportunity to inquire about items that are posted for discussion and deliberation on the regular City Council agenda. City Council is encouraged to ask staff questions to clarify and/or provide additional information on items posted on the regular or consent agenda. City Council may also elect to move items from the regular agenda to the consent agenda upon receiving clarification from staff on posted regular agenda items. Packet Pg.4 D CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Section 551.072: Deliberate the purchase, exchange, lease or value of real property — (1) south sector of the City; and (2) Iron Horse Boulevard. Presenter: Craig Hulse, Director of Economic Development Packet Pg.6 D CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Section 551.087: Deliberation Regarding Economic Development Negotiations in south sector of the City. Presenter: Craig Hulse, Director of Economic Development Packet Pg.6 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Approve minutes of the March 23, 2015 City Council meeting. Presenter: Alicia Richardson, City Secretary Summary: The minutes are listed on the consent agenda and approved by majority vote of Council at the City Council meetings. General Description: The City Secretary's Office prepares action minutes for each City Council meeting. The minutes for the previous meeting are placed on the consent agenda for review and approval by the City Council, which contributes to a time efficient meeting. Upon approval of the minutes, an electronic copy will be uploaded to the City's website. Recommendation: Approve minutes of the March 23, 2015 City Council meeting. Packet Pg.7 B.t.a MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, HELD IN THE CITY HALL, 7301 NORTHEAST LOOP 820 MARCH 23, 2015 S WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 23rd day of March 2015 at 5:30 p.m. in the City Council Workroom prior to the 7:00 p.m. regular Council meeting. U Present: Oscar Trevino Mayor o Rita Wright Oujesky Mayor Pro Tern N Tito Rodriguez Council, Place 1 N Tom Lombard Council, Place 3 Tim Barth Council, Place 4 (present at 5:50 p.m.) David Whitson Council, Place 5 - Scott Turnage Council, Place 6 Tim Welch Council, Place 7 E Staff Members: Mark Hindman City Manager Paulette Hartman Assistant City Manager Q Karen Bostic Assistant City Manager a Vickie Loftice Managing Director Jimmy Perdue Director of Public Safety Alicia Richardson City Secretary George Staples City Attorney Craig Hulse Director of Economic Development Stan Tinney Fire Chief Stefanie Martinez Director of Neighborhood Services Dave Pendley Chief Building Official Clayton Comstock Planning Manager Kristin James Assistant to the City Manager Kyle McAfee Assistant Fire Chief c Boe Blankenship Public Works Superintendent Bill Thornton Assistant Park and Recreation Director Caroline Waggoner City Engineer N Laury Fiorello Assistant Finance Director o Monica Solko Assistant City Secretary LO Frank Perez Water Park General Manager N Rick Scott Assistant Police Chief Marrk Collier Management Assistant Q March 23, 2015 Page 1 of 14 Packet Pg.8 B.t.a Call to Order Mayor Trevino called the meeting to order at 5:30 p.m. 1. Discuss items from regular City Council meeting. S Council member Turnage asked if Council would receive a copy of the March 19, 2015 El Planning and Zoning Commission to read the discussion and recommendation of the Commission for item C3—ZC2015-03. 0 Planning Manager Clayton Comstock informed Council the March 5 Planning and 0 Zoning Commission meeting was canceled due to weather conditions. The public o hearing scheduled for March 5 was conducted on March 19 and staff was not able to N complete the minutes prior to tonight's meeting. Mr. Comstock advised that his N presentation during the regular meeting would include the recommendation of the Planning and Zoning Commission. w 0 Mayor Trevino asked staff if the correct permits for the project were requested by the contractor. S E Chief Building Official Dave Pendley informed Council the contractor did not receive permits for the project. 0 CL CL Q Mayor Trevino announced that Council would continue further discussion and questions at the regular City Council meeting. Assistant to the City Manager Karen Bostic informed Council of a typo in the recommendation for consent agenda item B4. The recommendation language listed an incorrect bid number of 13-013 opposed to 13-012. The language in the caption as listed on the City Council's agenda is correct and City Secretary Alicia Richardson assured staff the error would not preclude Council from taking action on item. 2. Receive update on City Hall construction. 0 Managing Director Jimmy Perdue provided Council with an update on the construction and the five change orders to date for the City Hall project. He advised Council the project is scheduled for completion in mid-November with another 30 to 60 days before N personnel can move into the building. o LO 0 Council had no questions for staff. N 3. Neighborhood Revitalization Program Update. Assistant to the City Manager Kristin James provided Council with an overview of the Neighborhood Revitalization Program. The program is designed to revitalize a neighborhoods by renovating single-family owner occupied homes in the target area March 23, 2015 Page 2 of 14 Packet Pg.9i B.t.a identified as south of Loop 820, east of Rufe Snow, and north of Glenview. The program will award a twenty percent (20%) grant up to $10,000 for the completion of well-designed home renovations that are aesthetically pleasing and inspire continued community growth of the identified neighborhoods in the target area. The program is available to those residents who currently own homes and those individuals who are S looking to move into the target area. The program also includes investors who renovate and sell homes to owner occupants in the target area. A City Neighborhood Integrity Task Force will review all projects submitted under the program. The goal of the program is to increase the home's value above the top twenty percent of Tarrant 0 Appraisal District market value for the immediate area. The program includes an incentive for relators to receive a $500.00 cash incentive for homes sold within the 0 target area to a homeowner for at least $120,000. Or an investor, which is not a realtor, o who qualifies and participates in the program. Funding for the program is non- N operational funds dedicated to economic and residential development. Staff will bring N forward items for Council's consideration and approval to formally adopt the Neighborhood Revitalization Program. A resolution will be presented at the April 13 meeting to set a public hearing to receive public comments on the program. The public - hearing will be held on April 27 and Council will take formal action on the program at their May 18 meeting. Following the recent story in the media, staff received positive feedback and interest from the public. Ms. James informed Council that staff would be E meeting with realtors the later part of April to discuss and answer questions regarding the program. Q Q In response to questions from Council, Ms. James advised an investor is one that renovates homes that are sold to homeowners who occupy the residence for a minimum of five years. In addition, she shared that the definition of a home will be limited to a single-family residence and will not include duplexes. S 4. Receive update on the transfer of Vital Statistics to Tarrant County. S City Secretary Alicia Richardson provided Council with an update with the ongoing project to transfer vital statistics to Tarrant County. The City Secretary's Office has been in contact with Tarrant County and the responsibilities of the Vital Statistics Registrar will be transferred to the County Clerk effective May 1, 2015. The transfer c involves approximately 40,000 records that are stored in the Municipal Records division of the City Secretary's Office. The process to transfer the responsibilities and physical records will require action by the Tarrant County Commissioners Court and City N Council. Staff will bring forward an item for review and consideration on April 27. The o absence of vital statistics will allow the City Secretary's Office to focus on the LO management of business to deliver efficient and effective delivery of city services. The N move to the new City Hall will be a welcome change for the department. The City Secretary's Office is responsible for areas that are governed by law and require specialized training. The move will provide the opportunity to develop the department to better serve the organization and public. a Council had no questions for staff. March 23, 2015 Page 3 of 14 Packet Pg. 10 B.t.a EXECUTIVE SESSION 1. Mayor Trevino announced at 5:56 p.m. that the Council would adjourn into Executive Session as authorized by Chapter 551, Texas Government Code, specifically Section 551.072 deliberate the purchase, exchange, lease or value of real property—(1) S south sector of the City and (2) Iron Horse Boulevard; and Section 551.087 deliberation regarding economic development negotiations in the south sector of the City. Executive El Session began at 5:57 p.m. and concluded at 6:40 p.m. 0 Mayor Trevino announced at 6:40 p.m. that Council would adjourn to the regular Council meeting. LO REGULAR COUNCIL MEETING N M N A. CALL TO ORDER L C� C Mayor Trevino called the meeting to order March 23, 2015 at 7:00 p.m. c ROLL CALL E Present: Oscar Trevino Mayor Rita Wright Oujesky Mayor Pro Tern 0 CL Tito Rodriguez Council, Place 1 C Tom Lombard Council, Place 3 Tim Barth Council, Place 4 David Whitson Council, Place 5 Scott Turnage Council, Place 6 Tim Welch Council, Place 7 Staff Members: Mark Hindman City Manager Paulette Hartman Assistant City Manager Karen Bostic Assistant City Manager Vickie Loftice Managing Director Jimmy Perdue Director of Public Safety c Alicia Richardson City Secretary George Staples City Attorney Monica Solko Assistant City Secretary N M A.1 INVOCATION LO 0 N Council member Rodriguez gave the invocation. A.2 PLEDGE Council member Rodriguez led the pledge of allegiance to the United States and Texas a flags. March 23, 2015 Page 4 of 14 Packet Pg. 11 B.1.a A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) AA CITIZENS PRESENTATION Ms. Donna Groh, 6351 Mark Court, North Richland Hills commented on the disrepair of Emerald Hills Way and inquired if the concrete slab on John Barfield Trail would include a water fountain or rest area. 0 Mayor Trevino asked Managing Director Vickie Loftice to respond to Ms. Groh's question regarding the John Barfield Trail. LO A.5 REMOVAL OF ITEM(S) FROM CONSENT AGENDA N M N No items were removed from the consent agenda. B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS c APPROVED B.1 APPROVE MINUTES OF MARCH 9, 2015 CITY COUNCIL MEETING. E B.2 APPROVE APPOINTMENT TO ANIMAL ADOPTION AND RESCUE CENTER 00 L ADVISORY COMMITTEE. Q Q B.3 AWARD BID 15-016 TO MULTIPLE VENDORS FOR ANNUAL NRH2O FOOD SERVICE PRODUCTS IN AN AMOUNT NOT TO EXCEED $175,000. B.4 RENEW BID NO. 13-012 TO D.C.C., INC. AND VALLEY SOLVENTS & CHEMICALS FOR AQUATIC CHEMICALS IN AN AMOUNT NOT TO EXCEED 13 $98,500. B.5 AWARD BID NO. 15-009 TO APEX CONCRETE CONSTRUCTION FOR CONCRETE REPAIR ALONG THE COTTON BELT TRAIL AND NORTH ELECTRIC TRAIL IN THE AMOUNT OF $80,315. B.6 CONSIDER ORDINANCE NO. 3354, AMENDING THE CITY'S CODE OF c ORDINANCES SECTION 34-131 JUNKED VEHICLE DEFINITION. B.7 APPROVE RESOLUTION NO. 2015-009, CANCELING THE MAY 9, 2015 GENERAL ELECTION. N LOM O COUNCIL MEMBER LOMBARD MOVED TO APPROVE THE CONSENT AGENDA. COUNCIL MEMBER RODRIGUEZ SECONDED THE MOTION. N MOTION TO APPROVE CARRIED 7-0. E is C. PUBLIC HEARINGS Q March 23, 2015 Page 5 of 14 Packet Pg. 12 B.t.a C.1 ZC 2015-01, ORDINANCE 3355, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM TRINITY PARTNERS COMMERCIAL REAL ESTATE FOR A ZONING CHANGE FROM NR-PD NONRESIDENTIAL PLANNED DEVELOPMENT AND C-2 COMMERCIAL TO C-1 COMMERCIAL ON 0.4304 ACRE LOCATED AT 8533 DAVIS BOULEVARD, ADJACENT SOUTH OF THE ALDI FOOD MARKET. APPROVED 0 Mayor Trevino opened the public hearing and called on Planning Manager Clayton Comstock to present the items C1 and C2. LO Planning Manager Clayton Comstock presented item for Council. The purpose of the N request is to consider a zoning change (item C1) to develop a 6,400 square foot N retail/office building on 0.866 acre of property located at 8533 Davis Boulevard. Item C2 is an amended plat for a larger portion that includes 8533 and 8522 Davis Boulevard. The requested zoning allows for professional, medical and dental office uses and retail. Mr. Comstock reviewed the following uses that would be allowed if the zoning change is approved: movie theater, telemarketing office, mortuary/funeral parlor, department store, grocery store (greater than 30,000 square feet), pet day care, municipal senior citizens center, shopping mall or shopping center (greater than 30,000 square feet), museum, and wedding chapel. He commented that the size of the lot 0 would preclude many of the uses. Q a In response to Mayor Pro Tern Wright Oujesky's questions, Mr. Comstock reviewed with M Council the following uses allowed in C-2 that are not allowed in C-1: home improvement center, janitorial supply and service company, lawn maintenance service shop, motel/hotel, pest control service store, printing shop, sign shop, swimming pool sales and service store, upholstery shop, dry cleaners, college/university, emergency clinic (after hours), hospital, bowling lanes, miniature golf course, swim or tennis club, auto Tube station, auto inspection station, auto alarm/stereo/window tinting store, auto upholstery shop, and convenience store with gas (eight pumps or less). He commented 0 that the size of the lot would preclude many of the allowed uses. 0 Applicant representative Brad Bowen with Trinity Partners Commercial Real Estate, located at 1560 East Southlake Boulevard, Southlake, Texas presented request and was available to answer questions from Council. N Council had no questions for the applicant. LO Mayor Trevino asked for anyone wishing to speak on the item to come forward. There N being no one wishing to speak, Mayor Trevino closed the public hearing. 0 E MAYOR PRO TEM WRIGHT OUJESKY MOVED TO APPROVE ORDINANCE NO. 3355. COUNCIL v MEMBER TURNAGE SECONDED THE MOTION. Q MOTION TO APPROVE CARRIED 7-0. March 23, 2015 Page 6 of 14 Packet Pg. 13 B.t.a C.2 AP 2015-03 CONSIDERATION OF A REQUEST FROM BOMAC DAVIS INVESTMENTS, LLC FOR AN AMENDED PLAT FOR D. J. ANDERSON ADDITION ON 1.3524 ACRES AT 8525 AND 8533 DAVIS BLVD. APPROVED E This item was presented in conjunction with item C1. COUNCIL MEMBER TURNAGE MOVED TO APPROVE AP 2015-03. COUNCIL MEMBER WHITSON V SECONDED THE MOTION. U L0 MOTION TO APPROVE CARRIED 7-0. N el N C.3 ZC 2015-03, ORDINANCE 3356, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM MARK MELSON FOR A ZONING CHANGE FROM AG AGRICULTURAL TO RI-PD RESIDENTIAL INFILL PLANNED DEVELOPMENT - ON 1.53 ACRES LOCATED AT 8937 RUMFIELD ROAD. APPROVED E Mayor Trevino opened the public hearing and called on Planning Manager Clayton o Comstock to present the item. Q a Planning Manager Clayton Comstock presented item for Council. The purpose of the request is to consider a zoning change to approve a nonconforming 1,713 square foot secondary living unit. The unit was built in 2014 without pulling the necessary building 2 permits. The applicant is proposing to place an asphalt driveway to connect the two existing driveways off Rumfield Road; access to the garage; two trees to meet intent of landscape requirements for single-family residence; remove a portion of a chain link fence on the property; and remove a small accessory building that is located along the eastern property line that is within the setbacks. Mr. Comstock provided illustrations of the secondary living unit. The Planning and Zoning Commission at their March 19 meeting discussed the masonry requirements and the tin material located on the side o walls of the secondary living unit. The Commission discussed the option of wainscot, but the stipulation was not included in the motion. The Planning and Zoning Commission recommended approval with a vote of 6-1, subject to applicant working N with staff to either oxidize or replace the new tin portions of the building. o LO Mayor Trevino informed Council that he would like to defer questions of staff until they N receive the applicant's presentation. There was no opposition from Council. E Applicant Mark Melson, 8937 Rumfield Road, informed Council he was approached with an opportunity to present the barn as part of a HGTV renovation show. He advised that after submitting pictures of the barn he received a phone call informing him of a pilot a show in Texas and was selected as one of two barns that would be portrayed in the March 23, 2015 Page 7 of 14 Packet Pg. 14 B.t.a show. Mr. Melson advised that ABC presented a builder that would be the host of the show. Mr. Melson inquired and was assured by the builder that discussion was held with the city regarding the project. In September the Melson's received correspondence from the City advising that the construction was conducted with no city permits. Mr. Melson informed Council that he contacted ABC and reached out multiple times to the S builder. The builder agreed to meet with Mr. Melson and Chief Building Official Dave Pendley. At their meeting in October, Mr. Pendley informed them what failed to be done in compliance with City code. Mr. Melson informed Council that he has taken over as general contractor for the project. 0 Council and staff discussed the request. In response to Council's question, Chief Building Official Dave Pendley confirmed that he met with the builder and Mr. Melson at LO the site to walk through and see the improvements to the building. At the meeting, he N made known the steps that were missed with the improvements. Mr. Pendley also N confirmed that the builder was aware of his responsibility to obtain the required paperwork. The city is in receipt of documentation and photos to assist staff with determining if the work to date was done in compliance with the City's codes and 4- w regulations. Staff will perform a cursory inspection, which will comprise of opening up a few walls to determine if work was constructed to code. If staff determines the work was completed to code then staff will take it at face value. However, if staff determines S the work was not constructed to code the sheetrock will be required to come down. Mayor Trevino clarified that Mr. Melson would be responsible for the cost of Q reconstructing any work found to be non-compliant. Mr. Pendley confirmed the cost for a additional work is the responsibility of Mr. Melson. M In response to Council member Welch's question, Mr. Pendley confirmed that Mr. Melson will have to go through the permitting process before a certificate of occupancy is issued for the structure. Mr. Pendley advised that due to the zoning violation no building permits have been issued for the structure. Mr. Pendley informed Council the contractor's builder registration has been suspended, S which means that the contractor will not be able to pull permits or build in North Richland Hills. If the contractor wishes to lift the suspension, he will be required to go _ before the Board of Appeals. 0 In response to Council member Lombard's question, Mr. Comstock informed Council the RI-PD is not a traditional RI-PD, but is staff's attempt to best address Mr. Melson's unique situation. The alternative would include a zoning change request to R-1-S; M Special Use Permit for an accessory building greater than 1,000 square feet, and M request to the Zoning Board of Adjustment to allow for a secondary living unit outside the size and the location criteria that is in the zoning ordinance. N In response to Council member Turnage's question, Mr. Pendley informed Council what is there now is a concrete slab with columns that were previously embedded. Mr. E Pendley advised that no foundation was viewed by inspectors. Council member Whitson asked staff what discussion, if any, was given regarding the a masonry requirement. March 23, 2015 Page 8 of 14 Packet Pg. 15 B.t.a Mr. Comstock informed council the barn is an existing structure and as part of the Special Use Permit it allows for the applicant to request an accessory building over 1,000 square feet and a variance to the masonry material requirement. Council member Whitson asked the city manager to bring back an item to discuss the masonry requirement in work session. 0 E Mayor Trevino asked for anyone wishing to speak on the item to come forward. There — being no one wishing to speak, Mayor Trevino closed the public hearing. 0 COUNCIL MEMBER LOMBARD MOVED TO APPROVE ORDINANCE NO. 3356, TO INCLUDE THE STIPULATIONS OUTLINED BY THE PLANNING AND ZONING COMMISSION. MAYOR PRO TEM U LO WRIGHT OUJESKY SECONDED THE MOTION. 0 N Mayor Trevino commented that he would like the City of North Richland Hills to send a N letter to the builder regarding actions taken to date regarding the project. Mayor Pro Tern Wright Oujesky commented that she favors shingles or the tin being - painted versus the tin material being oxidized and the addition of trees in front of the U) secondary living unit. S E Council expressed their concern with the City's code and regulations being circumvented by the builder and the safety of the building and the foundation. 0 CL CL Q City Attorney George Staples recommended that the Council's motion include the language "shall only permit the secondary living structure and shall not be allowed to be replaced." MAYOR PRO TEM WRIGHT OUJESKY OFFERED AN AMENDMENT TO THE MOTION TO REQUIRE THE TIN LOCATED ON THE STRUCTURE TO BE PAINTED OR SHINGLED; THE ADDITION OF TWO TREES (FOR A TOTAL OF FOUR); AND THAT THE PD BE LIMITED TO THE EXISTING SECONDARY LIVING STRUCTURE THAT SHALL NOT BE REPLACED. COUNCIL MEMBER TURNAGE SECONDED THE AMENDMENT. 2 COUNCIL MEMBER LOMBARD (MAKER OF THE MOTION) ACCEPTED THE AMENDMENT AND c MAYOR PRO TEM WRIGHT OUJESKY (SECOND)ACCEPTED THE AMENDMENT. V U MOTION TO APPROVE CARRIED 7-0. N c%> CA AP 2015-02 CONSIDERATION OF A REQUEST FROM WINKELMANN AND LO ASSOCIATES, INC FOR AN AMENDED PLAT FOR NORTH TARRANT N MARKETPLACE ADDITION ON 2.325 ACRES AT 9200 NORTH TARRANT PARKWAY. 0 APPROVED Planning Manager Clayton Comstock presented item for Council. The purpose of the a request is to shift an existing lot line approximately 30-feet to accommodate the March 23, 2015 Page 9 of 14 Packet Pg. 16 B.t.a development of a CVS Pharmacy to be located at the southwest corner of Precinct Line Road and North Tarrant Parkway. The Planning and Zoning Commission at their March 19, 2015 meeting recommended approval with a vote of 7-0. Applicant representative Patrick Mango presented request and was available to answer S questions from Council. Council had no questions for staff or the applicant. 0 COUNCIL MEMBER WELCH MOVED TO APPROVE AP 2015-02. COUNCIL MEMBER WHITSON >, SECONDED THE MOTION. V LO 0 MOTION TO APPROVE CARRIED 7-0. `*4 el N t V L D. PLANNING AND DEVELOPMENT � w 0 There were no items for this category. S E. PUBLIC WORKS E There were no items for this category. 0 F. GENERAL ITEMS a M d' F.1 CONSIDER RESOLUTION NO. 2015-008, APPROVING 2015 TEXAS GOVERNOR'S OFFICE CRIMINAL JUSTICE PROGRAMS COMPETITIVE GRANT 29084-01. APPROVED S Director of Public Safety Jimmy Perdue informed Council the purpose of the resolution is to approve submittal of a grant request in the amount of $52,488 to the Texas Governor's Office. The request will not require local matching funds and if approved, ; the funds will be used to procure two Livescan electronic fingerprint readers. Council had no questions for staff. M COUNCIL MEMBER RODRIGUEZ MOVED TO APPROVE RESOLUTION NO. 2015-008. COUNCIL M MEMBER LOMBARD SECONDED THE MOTION. C? 0 MOTION TO APPROVE CARRIED 7-0. d E F.2 CONSIDER APPOINTMENTS TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBERS ONE AND TWO. Q APPROVED March 23, 2015 Page 10 of 14 Packet Pg. 17 B.t.a City Secretary Alicia Richardson informed Council of the need to appoint members to the Board of Directors serving on the Tax Increment Reinvestment Zones. The bylaws identify the number of directors that comprise each zone and the process of appointment for each entity that levies tax on real property identified within the zone. S The Tax Increment Reinvestment Zone Number One consists of nine directors. five of whom shall be appointed by the City Council of the City of North Richland Hills; one >_ appointed by the governing body of the Birdville Independent School District; one appointed by the governing body of Tarrant County; one appointed by Tarrant County c College; and one appointed by Tarrant County Hospital District. The current membership for Zone Number One is as follows: Name Entity Term Expires o N Oscar Trevino, Chair City of North Richland Hills October 2014 N Rita Wright Oujesky City of North Richland Hills October 2014 David Whitson City of North Richland Hills October 2014 - Scott Turnage City of North Richland Hills October 2014 S Tim Welch City of North Richland Hills October 2014 E Dolores Webb Birdville Independent January 22, 2017 0 School District C Mark McClendon Tarrant County College July 17, 2016 M Carolyn Sims Tarrant County January 13, 2017 Scott Rule Tarrant County Hospital January 15, 2017 District S The Tax Increment Reinvestment Zone Number Two consists of nine directors; six of whom shall be appointed by the City Council of the City of North Richland Hills; one appointed by the governing body of Tarrant County; one appointed by Tarrant County c College; and one appointed by Tarrant County Hospital District. The current membership for Zone Number Two is as follows: Name Entity Term Expires N M O Oscar Trevino, Chair City of North Richland Hills October 2014 LO 0 Tito Rodriguez City of North Richland Hills October 2014 Rita Wright Oujesky City of North Richland Hills October 2014 E David Whitson City of North Richland Hills October 2014 a Scott Turnage City of North Richland Hills October 2014 March 23, 2015 Page 11 of 14 Packet Pg. 18 B.t.a Tim Welch City of North Richland Hills October 2014 Mark McClendon Tarrant County College July 17, 2016 Carolyn Sims Tarrant County January 13, 2017 Scott Rule Tarrant County Hospital January 15, 2017 District 0 U Ms. Richardson advised Council they may reappoint existing members to the Board of Directors or appoint new members to serve on the Tax Increment Reinvestment Zones. LO Council had no questions for staff. N COUNCIL MEMBER LOMBARD MOVED TO REAPPOINT THE EXISTING MEMBERS TO THE TAX `*4 REINVESTMENT ZONES AS PRESENTED BY STAFF. MAYOR PRO TEM WRIGHT OUJESKY is SECONDED THE MOTION. w 0 MOTION TO APPROVE CARRIED 7-0. F.3 CONSIDER APPOINTMENT OF CHAIR TO THE TAX INCREMENT E REINVESTMENT ZONE NUMBERS ONE AND TWO. > APPROVED Q Q City Secretary Alicia Richardson informed Council the appointment of a chair person to the Tax Increment Reinvestment Zone Numbers One and Two is conducted on an annual basis. Currently Mayor Trevino is serving as chair for both Tax Increment Reinvestment Zones. Staff is seeking direction from Council to reappoint Mayor Trevino or to nominate and appoint a new city official as chair. Council had no questions for staff. MAYOR PRO TEM WRIGHT OUJESKY MOVED TO APPOINT MAYOR TREVINO AS CHAIR TO THE TAX INCREMENT REINVESTMENT ZONE NUMBERS ONE AND TWO. COUNCIL MEMBER RODRIGUEZ SECONDED THE MOTION. c U MOTION TO APPROVE CARRIED 7-0. V M N G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY M ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON THE WORK LO SESSION AGENDA N APPROVED Director of Economic Development Craig Hulse advised Council that staff has negotiated the purchase of 5.8 acres to facilitate parking for the future TEX Rail Project. The property is located on the west side of Iron Horse Boulevard, just north of Loop a 820. The contract, if approved, provides the city with a one-year option to purchase the March 23, 2015 Page 12 of 14 Packet Pg. 19 B.t.a remaining 7.9 acres and two-year right of first refusal. Staff is recommending that Council authorize the city manager to execute a contract for the purchase and option to purchase land from NRH Industrial Partners, LTD. Council had no questions for staff. S MAYOR PRO TEM WRIGHT OUJESKY MOVED TO AUTHORIZE THE CITY MANAGER TO EXECUTE A EI CONTRACT FOR THE PURCHASE AND OPTION TO PURCHASE LAND FROM NRH INDUSTRIAL PARTNERS, LTD. COUNCIL MEMBER LOMBARD SECONDED THE MOTION. V MOTION TO APPROVE CARRIED 7-0. V LO H. INFORMATION AND REPORTS N M N H.1 ANNOUNCEMENTS L CCU C Council member Lombard made the following announcements. c U) New York Times bestselling author Randy Wayne White will speak at the NRH Public Library this Wednesday, March 25 starting at 1:00 p.m. He will also be signing copies E his newest book Cuba Straits. This event is sponsored by the Friends of the North Richland Hills Library. Please call 817-427-6814 for additional information. Q Q Easter in the Park will take place this Saturday, March 28 from 10:00 a.m. to Noon at Green Valley Park. Activities include an Easter Egg Hunt with over 20,000 treat-filled eggs, a petting zoo, mini-train rides, bounce houses and more. For more details, contact the Parks & Recreation Department at 817-427-6600. S As a member city of the Texas Smart Scape program, the City of North Richland Hills is partnering with Home Depot to hold a plant fair this Saturday, March 28. The plant fair will take place from 9 a.m. to 1 p.m. at the Home Depot at Mid Cities Boulevard and Precinct Line Road. Attendees will have the opportunity to talk with a master gardener, plant expert, or irrigation specialist and get ideas and tips for landscaping this spring. There will also be savings on select varieties of low-water-use plants that thrive in the c Texas heat. U Kudos Korner— Katherine Ratcliff in the Finance Department—A vendor sent a thank N you note to Katherine for her assistance with his bid submission. He stated that he was o not computer savvy and Katherine assisted him in every way that she could. He LO appreciated her help. N I. ADJOURNMENT Mayor Trevino adjourned the meeting at 8:23 p.m. a March 23, 2015 Page 13 of 14 Packet Pg.20 Oscar Trevino, Mayor ATTEST: S E Alicia Richardson, City Secretary ; O U U LO O N M N t V L C� C W O d E d O L Q Q Q tD M d' r d 3 S c! S d d 3 O U U M N M O LO O N d E t V f� Q March 23, 2015 Page 14 of 14 Packet Pg.21 i B.2 r4R ,II NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Award contract to JP Morgan Chase for merchant services. Presenter: Laury Fiorello, Assistant Finance Director Summary: This item is to award RFP 15-016 Merchant Services (Credit Card Processor) Contract to JP Morgan Chase for Non-Utility Transactions. This will be a contract for an initial three (3) year term with two (2) one year renewals. General Description: A request for proposals was advertised in the Fort Worth Star-Telegram, the Wall Street Journal and on the City's website for vendors to submit pricing on a list of specific credit card processing transactions and technical needs for general city credit card receipts. These credit card transactions are when the City accepts a credit card as a method of payment. This contract excludes transactions in utility billing. These transactions will be covered by a separate contract that will be brought to City Council at a future meeting. Four proposals were received: • Bank of America • Frost Bank • JP Morgan Chase • Paymentus The proposals were evaluated on the following factors: total cost, technical compliance, experience, reference checks and additional or optional services offered. JP Morgan Chase provided the best value for these services. The estimated total cost associated with this contract is $69,345 per annum. JP Morgan Chase is the City's current merchant services (credit card processing) vendor. Recommendation: Award contract to JP Morgan Chase for merchant services. Packet Pg.22 B.2.a CHASEtl Paymentech SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT U.S. GOVERNMENT AGREEMENT THIS SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (the "Agreement") is entered into by and between JPMorgan Chase Bank, N.A., a national banking association ("Member"), Paymentech, LLC, a Delaware limited liability company ("Paymentech'), and City of North Richland Hills, an entity duly organized under the laws of the state of Texas("Merchanf'). U WHEREAS, Member is a member of several Payment Brands and Paymentech is authorized, through Member, to process the Merchant's Transactions-, and OF WHEREAS, Merchant wishes to accept Payment Cards from its Payors as a method of payment for goods or O services offered b Merchant or as payment on an account held b Merchant-, Y PY Y a ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member, and Merchant agree to the following terms and conditions intending to be legally 0 bound: N L 1. MERCHANT'S ACCEPTANCE OF PAYMENT CARDS. O 1.1 Exclusivity. Unless otherwise agreed to by the parties in writing, during the term of this Agreement Paymentech U shall be Merchant's exclusive provider of all Transaction processing services (including, without limitation, the th authorization, conveyance and settlement of Transactions) and Merchant shall not use the services of any bank, corporation, entity or person other than Paymentech for such services. Merchant shall submit to Paymentech Transaction Data generated from all of its Transactions via electronic data transmission according to Paymentech's formats and co procedures throughout the term of this Agreement. 1.2 Certain Payment Acceptance Policies and Prohibitions. (a) Each Transaction must be evidenced by its own Transaction Receipt completed in accordance with Payment Brand Rules. -a (b)Merchant shall not require the Payor to pay the fees payable by Merchant under this Agreement. 3 (c) Merchant shall never issue Refunds for Transactions by cash or a cash equivalent(e.g., check) unless required by Q law or permitted by the Payment Brand Rules. (d)Except to the extent prohibited by the Payment Brand Rules or applicable law, Merchant may request or encourage a Payor to use a Payment Card other than the Payment Card initially presented by the Payor. (e) Except to the extent permitted by the Payment Brand Rules and applicable law, Merchant must not establish a minimum or maximum Transaction amount as a condition for honoring a Payment Card. +; (f) Merchant shall examine each Payment Card physically presented at the point of sale to determine that the Payment Card presented is valid and has not expired. Merchant shall exercise reasonable diligence to determine that the authorized signature on any Payment Card physically presented at the point of sale corresponds to the Payor's signature on the Transaction Receipt. If the Payment Card is not signed by the Payor, Merchant must obtain additional Payor identification. N (g) With respect to any Transaction for which a Payor is not physically present at the point of sale, such as in any on- line, mail, telephone, pre-authorized or recurring Transaction, Merchant must (i) have notified Paymentech on its } Application, or otherwise obtained Paymentech's prior written approval, of Merchant's intention to conduct such Transactions- and (ii)have appropriate procedures in place to ensure that each Transaction is made to a purchaser who E actually is the Payor. Merchant acknowledges that under certain Payment Brand Rules, Merchant cannot rebut a Chargeback where the Payor disputes making the purchase and Merchant does not have an electronic record (e.g., Q "swiping"or"tapping"a Payment Card)or physical imprint of the Payment Card. (h) Merchant agrees to accept all categories of Visa and MasterCard Payment Cards (i.e., debit and credit cards), unless Merchant has notified Paymentech on its Application or otherwise in writing of its election to accept one of the following "limited acceptance" options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards-, or(ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank-issued Visa or MasterCard Payment Cards. If Merchant elects one of the limited acceptance categories: (Y) Merchant must display Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 1 of 15 Packet Pg.23 B.2.a appropriate signage to indicate the limited acceptance category; and (Z) Paymentech, at its option, may process any Transactions submitted to Paymentech outside of the limited acceptance category, in which case such Transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by Paymentech or the Payment Brands. (i) Merchant shall not split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs. 0)Merchant shall not accept Payment Cards for the purchase of scrip,as defined by the Payment Brand Rules. (k) Merchant shall not require a Payor to complete a postcard or similar device that includes the Payor's Payment Card account number,expiration date,or any other account data in plain view when mailed. (1) Except to the extent expressly permitted by law or the Payment Brand Rules, Merchant shall not add any tax or surcharge to Transactions. If any tax or surcharge amount is imposed, such amount shall be included in the Transaction amount and shall not be collected separately. Furthermore, Merchant must provide at least thirty (30)days prior notice U) to Paymentech and the Payment Brands of its intent to impose a surcharge. All of Merchant's surcharge practices must V comply with applicable laws and Payment Brand Rules, including, but not limited to, those laws and Payment Brand Rules governing the amount of the surcharge,and Payor disclosures. (m) Merchant shall not request or use a Payment Card account number for any purpose except as payment for its c goods or services, unless required by the Payment Brand Rules in order to support specific services offered by the 2 a Payment Brands. � (n) At all times Merchant must prominently and clearly inform Payors of the identity of Merchant at all points of o interaction so that the Payor can readily distinguish Merchant from any third party, such as a supplier of products or services to Merchant. " is L 1.3 Payment Brand Rules. Merchant agrees to comply with (a) all Payment Brand Rules as may be applicable to c Merchant and in effect from time to time; and(b)such other procedures as Paymentech may from time to time prescribe V for the creation or transmission of Transaction Data. 1.4 Requirements for Certain Transactions. As to each Transaction submitted to Paymentech during the term of this it Agreement,Merchant represents and warrants that: CO (a)The Transaction Data(i)represents a payment for or Refund of a bona fide sale or lease of the goods, services,or both,which Merchant has provided in the ordinary course of its business,as represented in its Application; and(ii)is not submitted on behalf of a third party. (b)The Transaction Data represents an obligation of the Payor for the amount of the Transaction. (c) The Transaction is not for any purpose other than payment for the current Transaction, and, except to the extent permitted under the Payment Brand Rules,the Transaction does not represent the collection of a dishonored check or the collection or refinancing of an existing debt. Q (d) At the time Merchant submits Transaction Data to Paymentech for processing: (i) Merchant has completed the d Transaction with the Payor; (ii)the goods have been provided or shipped,or the services actually rendered to the Payor; and (iii) for recurring Transaction, Merchant has obtained the Payor's consent for the recurring Transaction. For approved prepayments, Merchant must advise the Payor (i) that payment is being made in advance of the shipment or provision of goods or services; and(ii)the time when shipment or provision of the goods or services is expected. (e)The Transaction Data is free from any material alteration not authorized by the Payor. aa) (f)The amount charged for the Transaction is not subject to any dispute,setoff,or counterclaim. E (g)Merchant has not disbursed or advanced any cash to the Payor(except as authorized by the Payment Brand Rules) (L or itself or to any of its representatives, agents, or employees in connection with the Transaction, nor has Merchant a) accepted payment for effecting credits to a Payor. (h) The goods or services related to each Transaction are Merchant's property or Merchant has the legal right to sell V them. +� (i) Merchant has made no representation or agreement for the issuance of Refunds except as stated in Merchant's aa) Refund Policy, which has been previously submitted to Paymentech in writing as provided in Section 3, and which is E available to the Payor. 0) Any Transaction submitted to Paymentech to credit a Payor's account represents a Refund for a Transaction Q previously submitted to Paymentech. (k) Merchant has not submitted any Transaction that Merchant knows, or should have known, to be fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Payor, unenforceable or uncollectible, or otherwise prepared or submitted in violation of any provision of this Agreement,applicable law,or Payment Brand Rules. 1.5 Installment,Prepaid and Recurring Transactions. Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 2 of 15 Packet Pg.24 B.2.a (a)Unless specifically stated in its Application or otherwise approved in writing by Paymentech in advance,Merchant shall not accept Payment Cards in connection with installment plans. If the Payor pays in installments or on a deferred payment plan, as previously approved by Paymentech, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Payor agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction. (b) For recurring Transactions, Merchant shall (i) obtain the Payor's consent to periodically charge the Payor on a recurring basis for the goods or services purchased; (ii)retain this permission for the duration of the recurring services and provide it upon request to Paymentech or the issuing bank of the Payor's Payment Card; and (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made. Merchant shall not submit any recurring transaction after receiving: (iv)a cancellation notice from the Payor; or(v)notice from Paymentech or any Payment Brand(via authorization code or otherwise)that the Payment Card is not U) to be honored. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction. is 1.6 Stored Value Card Transactions. This Section 1.6 applies only if Merchant elects to accept Stored Value Cards c from its Payors and submits such Stored Value Card Transactions to Paymentech for processing. 2 (a) Stored Value Cards are used by Merchant to issue spending credit to its Payors. Popular uses for Stored Value Cards include, but are not limited to, an electronic version of paper gift certificates, merchandise return cards, and 0 prepaid cards. Merchant provides its Payor with a magnetic stripe card in exchange for money received, merchandise returned, or other consideration. The Stored Value Card represents a dollar value that the Merchant's Payor can either use or give to another individual. The actual record of the balance on the Stored Value Card is maintained by Paymentech. Upon acceptance of the Stored Value Card from a Payor,Merchant must immediately transmit the Stored U Value Card information to Paymentech and the appropriate approval response will be routed to Merchant. Paymentech will provide Merchant with access to monthly reporting detailing Merchant's Stored Value Card Transactions and the outstanding balances on the individual Stored Value Cards. Merchant will have access to help desk support through it Paymentech for its Stored Value Card Transactions. Payors will have access to an interactive voice response system y ("IVR"), via a toll free number, through which they may receive some basic account and Stored Value Card balance information. Merchant's Stored Value Card program will be configured in a manner specified by Merchant to CU Paymentech during enrollment, which will represent binding program rules related to Merchant's Stored Value Card d program. a (b) If Merchant elects to participate in Paymentech's"Now!" or"Advantage" Stored Value Card service,Merchant 'a is obligated to purchase Stored Value Cards from Paymentech. Paymentech will arrange for the Stored Value Card 3 production and may, at its option, invoice Merchant therefore,in lieu of electronically debiting the Settlement Account. Q Any such invoice will be payable upon receipt. Stored Value Cards, packaging, and point-of-purchase marketing d materials are available and priced on a per bundle basis,based on current rates. These rates are captured on the Now! and Advantage enrollment/order form(s). All production and delivery timeframes and costs provided are estimates only and Paymentech does not guarantee any specific date of delivery or price for Stored Value Cards produced by third parties. Merchant is responsible for all production costs and delivery charges for Stored Value Cards. The form and 0 content of all Stored Value Cards may be subject to Paymentech's approval. a0i (c) If Merchant elects to participate in Paymentech's "Custom" Stored Value Card service, Merchant is not E obligated to purchase Stored Value Cards from Paymentech. If Merchant elects to purchase Stored Value Cards from a Paymentech, Paymentech will arrange for the Stored Value Card production and may, at its option, invoice Merchant d therefore, in lieu of electronically debiting Merchant's Settlement Account. Any such invoice will be payable upon CU receipt. All production and delivery timeframes and costs provided are estimates only and Paymentech does not V guarantee any specific date of delivery or price for Stored Value Cards produced by third parties. Merchant is responsible for all production costs and delivery charges for Stored Value Cards. The form and content of all Stored 0 Value Cards may be subject to Paymentech's approval. E (d) Merchant is solely responsible for: (i) complying with all applicable laws and regulations related to the acceptance of Stored Value Cards and Q Merchant's Stored Value Card program; (ii) ensuring that all Stored Value Cards require activation at the point of sale; (iii) any and all value adding and fraud losses; (iv) providing immediate written notification to Paymentech of any fraud losses; (v) deactivating or otherwise removing all value from Stored Value Cards that have been compromised; and (vi) any fraudulent Transactions involving Merchant's Stored Value Cards, including, without limitation, the unauthorized activation of Stored Value Cards,reloading of existing Stored Value Cards(whether pursuant Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 3 of 15 Packet Pg.25 B.2.a to a manual telephone order or otherwise)with additional value, or the unauthorized replication of Stored Value Cards or Stored Value Card data for fraudulent Transactions. 2. AUTHORIZATIONS. Merchant is required to obtain an authorization code through Paymentech, in accordance with this Agreement, for each Transaction. To the extent required by the Payment Brand Rules, each authorization request must include the Payment Card's expiration date. Merchant acknowledges that authorization of a Transaction indicates that the Payment Card (a) contains a valid account number; and (b) has an available credit balance sufficient for the amount of the Transaction; but, it does not constitute a representation from Paymentech, a Payment Brand, or Issuing Bank that a particular Transaction is in fact a valid or undisputed Transaction entered into by the actual Payor. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant unless it includes a proper authorization. 3. REFUND AND ADJUSTMENT POLICIES AND PROCEDURES;PRIVACY POLICIES. U 3.1 Refund Policy. Merchant is required to maintain a Refund Policy and to disclose such Refund Policy to its Payors, prior to the completion of the Transaction at the point of sale. Merchant must also disclose its Refund Policy to is 0 Paymentech. Any material change to Merchant's Refund Policy must be submitted to Paymentech, in writing, not less c than fourteen(14)days prior to the effective date of such change. Paymentech reserves the right to refuse to process any 2 Transactions made subject to a revised Refund Policy of which Paymentech has not been notified in advance. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, Merchant 0 must include its Refund Policy on the website in accordance with Payment Brand Rules. 3.2 Procedure for Refund Transactions. If, under Merchant's Refund Policy, Merchant allows a Refund, Merchant shall prepare and deliver to Paymentech Transaction Data reflecting any such Refund within three(3)days of approving c the Payor's request for such Refund. The amount of a Refund cannot exceed the amount shown as the total on the V original Transaction Data except by the exact amount required to reimburse the Payor for shipping charges that the aa) Payor paid to return merchandise. Merchant shall not accept any payment from a Payor as consideration for issuing a " Refund. Merchant shall not give cash(or cash equivalent)refunds to a Payor in connection with a Transaction,unless 0 required by law or permitted by the Payment Brand Rules. co CU 3.3 Payor Data Protection Policies. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, in addition to any requirements otherwise set forth in this Agreement, Merchant shall display the following on its website: (a) its name and the name that will appear on the Payor's Payment Card statement; (b) its customer data privacy policy; (c) a description of its security capabilities and policy for transmission of Payment Card Information; and(d)the address of Merchant's fixed place of business(regardless of website or server locations). Furthermore,Merchant must offer its Payors a data protection method such as 3-D Secure or Secure Sockets Q Layer(SSL). d 4. SETTLEMENT. 4.1 Submission of Transaction Data. Failure to transmit Transaction Data to Paymentech within one (1)business day following the day that such Transaction originated could result in higher interchange fees and other costs, as well as increased Chargebacks. Unless Merchant has notified Paymentech on its Application or Paymentech has otherwise agreed in writing in advance, Merchant shall not submit Transactions for processing until (a) the Transaction is E completed; (b) the goods are delivered or shipped; (c) the services are performed; or (d) Merchant has obtained the is a Payor's consent for a recurring Transaction. Paymentech may from time to time contact Payors to verify that they have a) received goods or services for which Transactions have been submitted. Paymentech reserves the right to refuse to CU process any Transaction Data presented by Merchant if Paymentech reasonably believes that the Transaction may be U uncollectible from the Payor or was prepared in violation of any provision of this Agreement, applicable law, or the Payment Brand Rules. For all Transactions, Paymentech will submit Merchant's Transaction Data to the applicable a) Payment Brands. E 4.2 Merchant's Settlement Account. In order to receive funds from Paymentech, Merchant must designate and maintain one or more accounts used primarily for business purposes at a bank that is a member of the Automated Q Clearing House system or the Federal Reserve wire system(collectively referred to as "Settlement Account"). During the Term of this Agreement, and thereafter until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full,Merchant shall not close its Settlement Account without giving Paymentech at least five (5)days' prior written notice and substituting another Settlement Account. Merchant is solely liable for all fees, costs, and overdrafts associated with the Settlement Account. Merchant authorizes Paymentech or its authorized agent(s)to initiate electronic credit and debit entries(via ACH,wire transfer,or other means)to the Settlement Account, Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 4 of 15 Packet Pg.26 B.2.a or any other bank account designated by Merchant in writing, at any time without regard to the source of any monies therein, and this authority will remain in full force and effect until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full. Paymentech will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Payment Brands or Merchant's bank. 4.3 Conveyed Transactions. For Conveyed Transactions Merchant shall have a valid agreement in effect with the applicable Payment Brand. If Merchant submits Conveyed Transactions to Paymentech and Merchant does not have a valid agreement with the applicable Payment Brand, Paymentech may, but shall not be obligated to, submit such Transaction Data to the applicable Payment Brand and to share with them information about Merchant (from the Application or otherwise) as may be required to approve Merchant's acceptance of the Payment Brand's Payment Card. Payment of proceeds due Merchant for Conveyed Transactions shall be governed by the agreement Merchant has with 0 the applicable Payment Brand, and Paymentech does not bear any responsibility for their performance thereunder, CU including,without limitation,the funding and settlement of Merchant's Conveyed Transactions. U 4.4 Transfer of Transaction Settlement Funds. Subject to Section 4.3, for all Transactions, Paymentech will submit ai Merchant's Transaction Data to the applicable Payment Brand. Promptly after Paymentech receives funds for Settled c Transactions from the Payment Brands, Paymentech will provisionally fund the Settlement Account. The proceeds payable to Merchant shall be equal to the amounts submitted by Merchant in connection with its Transaction Data minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has 0 otherwise agreed to pay; (b) all Refunds and Chargebacks; (c) all Reserve Account(as defined in Section 4.6)amounts; (d) all fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Paymentech or Member from time to time by the Payment Brands and all related costs and expenses incurred by Paymentech. Merchant agrees that all amounts are due and payable as provided in this Agreement. In the event Paymentech does not deduct such U amounts from Merchant's proceeds when such amounts are due and payable,Merchant agrees to pay all such amounts to Paymentech immediately without any deduction or offset. Additionally, Paymentech may debit the Settlement Account or Merchant's Reserve Account for such amounts at any time. Furthermore,Merchant agrees to reimburse Paymentech, it Member, the Payment Brands, and their respective affiliates, officers, directors, employees, agents, and sponsoring y banks from any losses, liabilities, and damages of any and every kind(including,without limitation,Paymentech's costs, CU expenses, and reasonable attorneys' fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Payor with respect to any Transaction or Transaction Data submitted by Merchant; (b) caused by Merchant's noncompliance with this Agreement or the Payment Brand Rules (including without limitation any breach of a 2 representation or warranty made by Merchant or Merchant's failure to comply with the Security Standards); (c)resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to 3 Merchant's placement or the placement of any person owning or controlling Merchant's business in one or more Q databases of terminated or high risk merchants maintained by the Payment Brands. The obligations provided for in this d Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by Paymentech's own negligence or willful misconduct. 4.5 Negative Amounts. Merchant shall maintain sufficient funds in the Settlement Account to prevent the occurrence of d a negative balance. In the event that the proceeds from Merchant's Settled Transactions or the balance of Merchant's Settlement Account are not sufficient to pay amounts due under this Agreement, in addition to any other rights and a) E remedies Paymentech may have under this Agreement,Paymentech may pursue one or more of the following options: a (a) demand and receive immediate payment for such amounts, and if payment is not made within three (3) days of a) demand,debit the Settlement Account for the negative amount; M (b)withhold all or some of Merchant's Settlement funds and apply them against the negative amount;and V (c)apply funds held in the Reserve Account against the negative amount. d Furthermore,if the amount represented by Merchant's Transaction Data in any day is negative due to Refunds or credits E being submitted by Merchant in excess of its proceeds from Transactions, Merchant shall immediately provide Paymentech with sufficient funds to prevent the occurrence of a negative balance. Q Reserve Account. If: (a) there is a material breach of the Agreement by Merchant; (b) Merchant is receiving excessive Chargebacks(as defined in Section 7.2 below); (c) Paymentech has reasonable grounds to believe that it may be or become liable to third parties for the provisional funds extended to Merchant;or (d) Paymentech has reasonable grounds to believe that it may be subject to any additional liabilities arising out of or Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 5 of 15 Packet Pg.27 B.2.a relating to this Agreement, including, without limitation, any fines, fees, or penalties assessed against Paymentech or Member by any of the Payment Brands arising out of or relating to Merchant's Transactions, Chargebacks, or failure to comply with the Payment Brand Rules or the Security Standards; then each such event may subject Paymentech to additional risk(such risk being hereinafter referred to as"Anticipated Risk"). In any such event, Paymentech may temporarily suspend or delay payments to Merchant during Paymentech's investigation of the issue and/or designate an amount of funds that Paymentech must maintain in order to protect itself against Anticipated Risks (such funds being hereinafter referred to as the "Reserve Account'), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus Paymentech's estimated exposure based on reasonable criteria for Chargebacks and all additional Anticipated Risks. Paymentech may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to Merchant against, the satisfaction of any amounts 0 which are or may become due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by Paymentech, will not bear interest, and may be commingled with other funds. Effective upon U Paymentech's establishment of a Reserve Account,Merchant irrevocably grants to Paymentech a security interest in any is interest Merchant may now have or later acquire in any and all funds,together with the proceeds thereof,that may at any time be in the Reserve Account and that would otherwise be payable to Merchant pursuant to the terms of this Agreement. Merchant agrees to execute and deliver to Paymentech such instruments and documents that Paymentech a may reasonably request to perfect and confirm the security interest in the Reserve Account funds. Upon(i) satisfaction 0 of all of Merchant's obligations under this Agreement; and(ii)Merchant's execution of documents reasonably requested } by Paymentech in connection with the return of any Reserve Account funds,Paymentech will pay to Merchant any funds then remaining in the Reserve Account. 0 5. ACCOUNTING. Paymentech will supply a detailed statement reflecting the activity of Merchant's account(s) by V online access (or otherwise if agreed to by both parties) and Merchant shall ensure that any online access to such 0 statements is secure. If Merchant believes any adjustments should be made with respect to Merchant's Settlement 0 Account, Merchant must notify Paymentech in writing within ninety (90) days after any such adjustment is or should 0 CO have been effected. +, is 6. RETRIEVAL REQUESTS. In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data and Transaction Receipts in compliance with the Payment Brand Rules,including any time frames set forth therein. Within the timeframe indicated in the Retrieval Request or otherwise provided for in the Payment Brand Rules,but in no event more than twenty one (21) days from the date the Retrieval Request is initiated with the Issuing Bank, Merchant CU must, to the extent required by the Payment Brand Rules or the Retrieval Request itself, provide to Paymentech, via Q certified or overnight mail, confirmed fax, or upload to Paymentech's Online Chargeback Management System: (a) written resolution of Merchant's investigation of such Retrieval Request; (b) legible copies of valid Transaction d Receipt(s); and (c) any additional supporting documentation. Merchant acknowledges that failure to fulfill a Retrieval d Request timely and in accordance with Payment Brand Rules may result in an irreversible Chargeback. d 7. CHARGEBACKS. 7.1 Chargeback Reasons. Merchant shall not require a Payor, as a condition for honoring a Payment Card, to sign a 0 statement that waives the Payor's right to dispute the Transaction. Furthermore, Merchant has full liability for all CU Chargebacks. Following are some of the most common reasons for Chargebacks: o- d (a)Merchant fails to issue a Refund to a Payor upon the return or non-delivery of goods or services; CU (b)A required authorization/approval code was not obtained; V (c)The Payor claims that the Payment Card is lost,stolen,counterfeit,or fraudulent; (d)The Transaction or Transaction Data was prepared incorrectly or fraudulently; d (e)Paymentech did not receive Merchant's response to a Retrieval Request in accordance with Section 6; E (f) The Payor disputes the Transaction or the authenticity of the signature on the Transaction Receipt, or claims that CU the Transaction is subject to a set-off,defense,or counterclaim; Q (g)The Payor refuses to make payment for a Transaction because,in the Payor's opinion,a claim or complaint has not been resolved or has been resolved in an unsatisfactory manner;or (h)The credit or debit card comprising the Payment Card was not actually presented at the time of the Transaction or Merchant failed to obtain an electronic record or physical imprint of such Payment Card, and the Payor denies making the purchase. 7.2 Response to Chargebacks. If Merchant has reason to dispute or respond to a Chargeback,then Merchant must do Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 6 of 15 Packet Pg.28 B.2.a so by the date provided on the applicable Chargeback notice. Paymentech will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice. 7.3 Excessive Chargebacks. If Merchant is receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time,in addition to Paymentech's other remedies under this Agreement,Paymentech may take one or more of the following actions: (a)review Merchant's internal procedures relating to acceptance of Payment Cards and notify Merchant of new procedures Merchant should adopt in order to avoid future Chargebacks; (b) notify Merchant of a new rate Paymentech will charge to process Merchant's Chargebacks; or (c) to the extent applicable, require Merchant to replace any magnetic-strip-only point of interaction terminal or electronic cash register with an EMV chip-capable terminal;or(d)establish a Reserve Account. Merchant also agrees to pay any and all penalties,fees, fines, and costs assessed against Merchant, Paymentech, and/or Member relating to Merchant's violation of this Agreement or the Payment Brand Rules with respect to Merchant's acceptance of Payment Cards, its Transactions, or 0 with respect to excessive Chargebacks under this Section. CU 7.4 Claims of Payors. Following a Chargeback, Merchant may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent Paymentech has paid or may be called ai upon to pay a Chargeback or Refund for or on the account of a Payor and Merchant does not reimburse Paymentech as c provided in this Agreement, then for the purpose of Paymentech obtaining reimbursement of such sums paid or anticipated to be paid, Paymentech has all of the rights and remedies of such Payor under applicable federal, state, or local laws and Merchant authorizes Paymentech to assert any and all such claims in its own name for and on behalf of 0 any such Payor individually or all such Payors as a class. is L 8. DISPLAY OF PAYMENT BRAND MARKS. Merchant is prohibited from using the Payment Brand Marks, as defined below(sometimes referred to herein as"Marks"), other than as expressly authorized by Paymentech in writing or by the U Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identify a Payment U) Brand. Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, 0 advertising, and other forms depicting the Payment Brand Marks that are provided to Merchant (a) by the Payment it Brands; (b) by Paymentech pursuant to this Agreement; or (c) as otherwise approved in writing by Paymentech. y Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on CU decals, indoor and outdoor signs, advertising materials, and marketing materials; provided, that all such uses by Merchant must be approved by Paymentech and consistent with Payment Brand Rules. Merchant shall not use the d Payment Brand Marks in any way that Payors could believe that the goods or services offered by Merchant are sponsored, endorsed, or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign the rights to use the Payment Brand Marks to 3 any third party. Merchant's right to use the Payment Brand Marks hereunder terminates with the termination of this Q Agreement. d 9. FEES;ADJUSTMENTS. 9.1 Schedule A. Merchant shall pay all applicable fees for all Transactions, which shall be calculated and payable pursuant to this Agreement. Merchant acknowledges that the fees stated in Schedule A are based upon the assumption that Merchant's Transactions will qualify for certain interchange rates as determined in each case by the applicable a0i Payment Brand. If any of Merchant's Transactions fail to qualify for such interchange rates,Paymentech shall process E each such Transaction at the applicable interchange rate determined by the applicable Payment Brand. Unless otherwise a indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to Paymentech. Fees payable under this Agreement that contain a fraction of a cent will be rounded up to the next full cent. U 9.2 Price Adjustments. Unless otherwise agreed to by the parties or expressly provided for herein, the fees set forth on Schedule A shall not change during the Initial Term.Notwithstanding the foregoing,the fees set forth on Schedule A E and any additional pricing supplements may be adjusted to reflect increases by Payment Brands in interchange, assessments, or other Payment Brand fees, additional fees imposed by the Payment Brands, or increases in third party fees identified in this Agreement. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become Q effective upon the date the corresponding increase or additional fee is implemented by the Payment Brand or third party provider. 10. TERMINATION. 10.1 Term. This Agreement takes effect upon the earlier of (a) Paymentech's signature hereto; or (b) the date Paymentech processes Merchant's first Transaction submitted pursuant to this Agreement and continues for three (3) Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 7 of 15 Packet Pg.29 B.2.a years from such date (the "Initial Term"). Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one-year terms (each a"Renewal Term'';the Initial Term and all Renewal Terms collectively referred to herein as "Term"). Either party may give notice of non-renewal of this Agreement in writing no more than ninety(90)days and no less than thirty(30)days prior to any expiration date. 10.2 Events of Default. If any of the following events shall occur(each an"Event of Default"): (a)any transfer or assignment in violation of Section 15.4 of this Agreement; (b) irregular Transactions by Merchant, excessive Chargebacks, or any other circumstances which, in Paymentech's discretion, may increase Paymentech's or Member's exposure for Merchant's Chargebacks or otherwise present an Anticipated Risk to Paymentech; (c) any representation or warranty in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; U) (d)Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing V of a Reserve Account,as detailed in Section 4.6; (e) material breach of Section 1.1; is (f)Merchant fails in any material respect in performance or observance of any term,covenant,condition,or agreement c contained in this Agreement, including, without limitation, compliance with Payment Brand Rules and Security Standards; (g) a case or other proceeding shall be commenced by or against Merchant in any court of competent jurisdiction 0 seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Merchant, or of all or any substantial part of the assets, domestic or foreign, of Merchant, and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60)consecutive days,or an order U granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the Bankruptcy Code)shall be entered; 0 (h)Paymentech,in its sole reasonable discretion,deems Merchant to be financially insecure; it (i) any Payment Brand (i) notifies Paymentech or Member that it is no longer willing to accept Merchant's y Transaction Data; or(ii)requires Paymentech or Member to terminate or limit this Agreement or Merchant's ability to accept Payment Cards from Payors; 0)Merchant or any person owning or controlling Merchant's business is listed in one or more databases of terminated or high risk merchants maintained by the Payment Brands; (k) Merchant engages in conduct that (i) causes Paymentech or Member to violate the Payment Brand Rules or applicable law; (ii) results in Paymentech's, Member's, or Merchant's participation in a risk-based program under the Payment Brand Rules; or (iii) creates or could tend to create harm or loss to the goodwill of any Payment Brand, Q Paymentech,or Member; d (1)for a period of more than sixty(60)consecutive days,Merchant does not transmit Transaction Data to Paymentech; (m)Merchant fails to comply with Section 15.15;or (n) Paymentech's Transaction processing services under this Agreement fail to conform to generally accepted standards for such services in the Transaction processing industry. then, the non-defaulting party may terminate this Agreement by providing the defaulting party with written notice of a) E termination. Following receipt of such notice, and solely for termination based on subsections (c), (f) and (n), the is defaulting party shall have thirty (30) days to cure the Event of Default, and the Agreement shall terminate in the event °- such cure is not effected by the end of such period. No cure period shall be provided when termination is based any vii other Event of Default. U If this Agreement is terminated by Paymentech for Merchant's default hereunder, Merchant acknowledges that Paymentech may be required to report Merchant's business name and the names and other identification of its principals a) to the Payment Brands. Merchant expressly agrees and consents to such reporting in the event Merchant is terminated E for any reason specified, and Merchant agrees to waive and hold Paymentech harmless from and against any and all claims which Merchant may have as a result of such reporting. Q 10.3 Other Events. In addition to the remedies above and any rights Paymentech may have under this Agreement, Paymentech may suspend the processing of some or all of Merchant's Transactions upon: (a) an occurrence of an Event of Default by Merchant; (b)receipt by Paymentech of notice that a Payment Brand intends to impose any fine or penalty as a result of excessive Chargebacks or Merchant's acts or omissions; or (c) receipt by Paymentech of objections or concerns expressed by a Payment Brand which render Paymentech's continued processing of Merchant's Transactions unduly burdensome,impractical,or risky. Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 8 of 15 Packet Pg.30 B.2.a 10.4 Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions, all related adjustments,fees and other amounts due from Merchant,and the resolution of any related Chargebacks, disputes, or other issues involving Transactions, will continue to apply even after termination of this Agreement, with respect to all Transactions made prior to such termination or after such termination, as described below. After termination of this Agreement for any reason whatsoever, Merchant shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments resulting from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to Paymentech under this Agreement or which may be due to Paymentech before or after such termination to either Paymentech or Member. If Merchant submits Transaction Data to Paymentech after the date of termination,Paymentech may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. a> Upon notice of termination of this Agreement, Paymentech may estimate the aggregate dollar amount of anticipated CU Chargebacks, Refunds and Anticipated Risks that Paymentech reasonably anticipates subsequent to termination, and U Merchant agrees to immediately deposit such amount in its Settlement Account, or Paymentech may withhold such CU amount from Merchant's settlement funds in order to establish a Reserve Account pursuant to and governed by the terms ai and conditions of this Agreement. a 11. INDEMNIFICATION. Paymentech agrees to indemnify Merchant and its affiliates,officers,directors,employees,and agents from any losses, liabilities, and damages of any and every kind (including,without limitation, Merchant's costs, 0 expenses, and reasonable attorneys' fees) arising out of any Chargeback or third party claim or complaint(a)made with respect to any error in Transaction Data caused by Paymentech or by malfunctions of Paymentech's processing systems; (b) caused by Paymentech's noncompliance with this Agreement, the Payment Brand Rules, or the Security Standards; or(c)resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Paymentech. This C U indemnification does not apply to any claim or complaint relating to Merchant's failure to resolve a payment dispute concerning merchandise or services sold by Merchant or Merchant's negligence or willful misconduct. The 2 indemnification provided under this Section 11 shall survive termination and is subject to the limitation of liability set it forth in Section 14 of this Agreement. y 12. TRANSACTION DATA AND PAYMENT CARD INFORMATION;PAYMENT CARD INDUSTRY COMPLIANCE. 12.1 Merchant financial information, information related to Merchant's Transactions, and other information that Merchant provides to Paymentech may be shared by Paymentech with its affiliates and the Payment Brands. Paymentech will not otherwise disclose or use such information other than (a) as necessary to process Merchant's Transactions or otherwise provide services and maintain Merchant's account pursuant to this Agreement; (b) to detect, 3 prevent, reduce, or otherwise address fraud, security, or technical issues; (c) to enhance or improve Paymentech's Q products and services generally; or(d) as required or permitted by the Payment Brands or applicable law. Paymentech d may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Paymentech's customers or specific segments of Paymentech's customers. 12.2 Payment Card Industry Compliance. Merchant acknowledges and understands the importance of compliance d with the Security Standards, such as those relating to the storage and disclosure of Transaction Data and Payment Card Information. Therefore, Merchant shall not disclose or use Payment Card Information, other than (a) to Merchant's E agents and contractors for the purpose of assisting Merchant in completing a Transaction; (b)to the applicable Payment is Brand; or(c)as specifically required by law or pursuant to a government or regulatory demand. Furthermore,Merchant (- acknowledges and understands that its use of any fraud mitigation or security enhancement solution(e.g. an encryption product or service), whether provided to Merchant by Paymentech or a third parry, in no way limits Merchant's obligation to comply with the Security Standards or Merchant's liabilities set forth in this Agreement. Merchant is allowed by the Payment Brand Rules to store only certain Payment Card Information(currently limited to the Payor's name,Payment Card account number, and expiration date)and is prohibited from storing additional Payment Card Information, including, without limitation, any security code data, such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. Merchant shall store all media containing Payment Card Information in an unreadable format Q wherever it is stored and in an area limited to selected personnel on a"need to know"basis only. Prior to either party discarding any material containing Payment Card Information, the party will render the account numbers unreadable in accordance with the requirements of the Security Standards. If at any time Merchant determines or suspects that Payment Card Information has been compromised Merchant must notify Paymentech immediately and assist in providing notification to such parties as may be required by law or Payment Brand Rules, or as Paymentech otherwise reasonably deems necessary. Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 9 of 15 Packet Pg.31 B.2.a Merchant agrees to comply with all Security Standards, as defined in Section 17. Merchant further agrees to provide Paymentech,upon its request,with such tests, scans,and assessments of Merchant's compliance with Security Standards as may from time to time be required by the Payment Brands. Merchant must immediately notify Paymentech of its use of any Service Provider. Merchant shall ensure that, to the extent required by each Payment Brand, its Service Providers are (d) compliant with all applicable Security Standards; and (e) appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Payment Brands. To the extent required by each Payment Brand, all Payment Applications, or software involved in processing, storing, receiving, or transmitting of Payment Card Information, shall be (f) compliant with all Security Standards applicable to such Payment Applications or software; and (g) registered with and/or recognized by such Payment Brand(s) as being so compliant. Furthermore, to the extent Merchant is required under the Payment Brand Rules,or Merchant otherwise elects,to utilize EMV chip-capable terminals,all EMV chip-capable terminals used 0 by Merchant must appear on the EMV co-approved terminal list maintained by the Payment Brands. Merchant understands that its failure, or the failure of any of its Service Providers, to comply with the Payment Brand Rules,including the Security Standards,or the compromise of any of Payment Card Information(whether such Payment Card Information is under the control of Merchant or its Service Provider), may result in assessments, fines, and/or c penalties by the Payment Brands, and Merchant agrees to indemnify and reimburse Paymentech immediately for any such assessment,fine,or penalty imposed on Paymentech or the Member and any related loss,cost,or expense incurred by Paymentech or the Member. If any Payment Brand requires a forensic examination of Merchant or any of 0 Merchant's Service Providers due to a Data Compromise Event, Merchant agrees to cooperate with, and cause all applicable Service Providers to cooperate with, such forensic examination until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand. Notwithstanding the foregoing, the Payment Brands may (h) directly engage, or demand that Paymentech engage, an examiner on behalf of the U Merchant in order to expedite the investigation of the Data Compromise Event; or (i) pursuant to the Payment Brand Rules,permit Paymentech to investigate the Data Compromise Event. In either scenario,Merchant agrees to pay for all c, costs and expenses related to such forensic examination, including all of Paymentech's reasonable attorneys' fees and it other costs relating to such forensic examination. y By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, Merchant shall not sell, transfer, or disclose to third parties any materials that contain Transaction Data or Payment Card Information. Upon request, Merchant must return such information to Paymentech or provide Paymentech with acceptable proof of its destruction. L 13.INFORMATION ABOUT MERCHANT AND MERCHANT'S BUSINESS. 13.lAdditional Financial Information. Upon five (5) days' written notice at any time, Merchant agrees to furnish to Q Paymentech (a) its most recently prepared financial statements and credit information; and (b) if applicable, its three d most recent filings with the SEC. 13.2Audit Rights. With prior notice and during Merchant's normal business hours, Paymentech's duly authorized representatives may visit Merchant's business premises and may examine Merchant's books and records that pertain to +; Merchant's Transactions or Merchant's compliance with this Agreement. 0 E 13.3 Other Information. Merchant agrees to provide Paymentech at least thirty (30) days' prior written notice of its intent to change current product lines or services, Merchant's trade name, or the manner in which Merchant accepts (- Payment Cards. If Paymentech determines such a change is material to its relationship with Merchant,Paymentech may U) refuse to process Transaction Data made subsequent to the change or terminate this Agreement. Merchant agrees to provide Paymentech with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant. E 14. DISCLAIMER; LIMITATION OF DAMAGES. Subject to Section 5, Paymentech will, at its own expense, correct any Transaction Data to the extent that such errors have been caused by Paymentech or by malfunctions of Paymentech's Q processing systems. Under no circumstances will Paymentech's financial liability arising out of or related to its performance of services under this Agreement exceed the total fees paid to Paymentech under this Agreement (net of Payment Brand fees, third party fees, interchange, assessments,penalties, and fines)for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT,IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 10 of 15 Packet Pg.32 B.2.a FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO MERCHANT'S ACCEPTANCE OF PAYMENT CARDS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. NEITHER PAYMENTECH NOR MEMBER SHALL BE LIABLE OR RESPONSIBLE FOR THE AUTHENTICITY,ACCURACY, CORRUPTION,DISAPPEARANCE,THEFT OF, DAMAGE TO, OR TAMPERING WITH ANY DATA, INCLUDING, WITHOUT LIMITATION, TRANSACTION DATA, TRANSMITTED IN ANY FORM OR FORMAT TO PAYMENTECH BY OR ON BEHALF OF MERCHANT, AND PAYMENTECH AND MEMBER SHALL BE ENTITILED TO RELY ON DATA IT RECEIVES FROM OR ON BEHALF OF MERCHANT IN THE DISCHARGE BY PAYMENTECH AND MEMBER OF ITS OBLIGATIONS HEREUNDER. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE V (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH c SERVICES. a a n 15.MISCELLANEOUS. p 15.1 Taxes. Unless Merchant is otherwise exempt, and, if applicable,provides a valid exemption certificate, Merchant agrees to pay any taxes imposed on the services, equipment, supplies, and other property provided under this Agreement, and Merchant authorizes Paymentech to increase the amount collected from Merchant to reflect any and all assessments or increases in the sales,use, occupational,property, lease, or other taxes imposed on such sale or lease of V services,tangible property,intellectual property,equipment,supplies,and other goods purchased. d 15.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or 0 describe the scope or intent of this Agreement. it co 15.3 Assignment. (a) Merchant. Merchant may not transfer or assign this Agreement without the prior written consent of Paymentech. is Any purported transfer or assignment of this Agreement by Merchant (including by operation of law, merger, or otherwise) without Paymentech's prior written consent shall be, in Paymentech's sole discretion, null and void and °' Merchant shall remain bound by the terms and conditions of this Agreement and shall be fully responsible for all Transactions submitted by the purported assignee/transferee, and for all related liabilities arising therefrom. In the case 3 of a permitted transfer or assignment of this Agreement by Merchant, the assignee/transferee shall, as of the effective Q date of the assignment or transfer,be bound by the terms and conditions of this Agreement and shall be fully responsible for all Transactions submitted and for all related liabilities arising therefrom. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of Merchant's assets or business, shall have any right to continue or to assume or to assign this Agreement without Paymentech's prior written consent. Merchant agrees to provide Paymentech with not less than thirty(30)days prior written notice of: (i)any sale of all or substantially all of the assets of Merchant; or(ii)any person r- 0 or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent(50%) E of the combined voting power of Merchant's securities,or otherwise acquires voting control of Merchant. M (b) Paymentech; Member. Upon notice to Merchant, another Payment Brand member may be substituted for d Member under whose sponsorship this Agreement is performed and for whom Paymentech is acting as agent hereunder. Subject to Payment Brand Rules, Paymentech may assign or transfer this Agreement and its rights and obligations U hereunder and may delegate its duties hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship,as set forth in the preceding sentence,or otherwise,without notice to or consent of Merchant. 0 E 15.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees' actions. In providing services to Merchant,Paymentech will not be acting in the capacity Q of agent,partner,or joint venturer;Paymentech is acting solely as an independent contractor. 15.5 Representations. The parties shall perform their obligations under this Agreement in compliance with all applicable laws.Merchant represents and warrants that statements made on its Application are true as of the date of this Agreement. Paymentech represents and warrants that its execution of and performance under this Agreement(a)in no way breaches, contravenes,violates, or in any manner conflicts with any of its other legal obligations,including,without limitation, its corporate charter or similar document or any agreement between Paymentech and any third party or any affiliated entity; Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 11 of 15 Packet Pg.33 B.2.a (b)has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third parry; and(c)that the person signing this Agreement on behalf of Paymentech is duly authorized to do so. Merchant represents and warrants that its execution of and performance under this Agreement(d)in no way breaches,contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Merchant and any third party or any affiliated entity; (e)has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and(f)that the person signing this Agreement on behalf of Merchant is duly authorized to do so. Furthermore,if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant represents and warrants that it is fully cooperating with the investigation and agrees to continue so cooperating until the investigation is completed. 15.6 Publicity. Unless required by law, neither Paymentech nor Merchant may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement, without the prior 0 written consent of the non-disclosing party. 15.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule,or regulation,including any Payment Brand Rule,such determination will not affect the validity or enforceability of any other provision of this Agreement. c a 15.8 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by a the party against whom such waiver is sought to be enforced. 0 15.9 Entire Agreement. The Payment Brand Rules, Application, taxpayer identification and certification documentation, and all schedules,supplements, and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into 0 U this Agreement it has not relied on any statement of Paymentech or its representatives. This Agreement shall prevail over U) any conflicting terms of any agreement governing the Settlement Account. In the event that any of the terms and 0 conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant's previously submitted it Request for Proposal("RFP")or Paymentech's subsequent response to Merchant's RFP,the terms and conditions of this vo Agreement shall control. is 15.10 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class,postage prepaid, sent via electronic mail transmission, or sent via overnight courier 0 (and will be deemed to be given when so delivered or mailed)to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.11 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial. UNLESS OTHERWISE Q MANDATED BY APPLICABLE LAW, THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO CONFLICT OF LAW PROVISIONS. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY d LITIGATION BASED ON,ARISING OUT OF,OR IN CONNECTION WITH THIS AGREEMENT. E is 15.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such (- events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, U) terrorist attack, nonperformance of Paymentech's vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.12 will affect or excuse Merchant's liabilities and obligations for Chargebacks,refunds,or unfulfilled goods and services. 15.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Brand Rules or any third party with jurisdiction over the matters described Q herein, such amendment will be effective immediately. Merchant's electronic signature or continued submission of Transactions to Paymentech following such notice will be deemed to be Merchant's acceptance of such amendment. 15.14 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 15.15 Merchant Taxpayer Certification and Paymentech Reporting Obligations. Pursuant to 26 USC 6050W, Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 12 of 15 Packet Pg.34 B.2.a Paymentech is a"payment settlement entity", obligated to collect and report certain taxpayer information to the United States Internal Revenue Service. Therefore, in conjunction with the execution of this Agreement, Merchant shall provide Paymentech with the appropriate taxpayer certification documentation,via Internal Revenue Service(IRS)Form W-9 (or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify Paymentech if there are any changes in this information. Paymentech may deduct withholding taxes, if any,from proceeds payable to Merchant or any entity that is a party to this agreement where required under applicable law. Paymentech may,in accordance with applicable law and from time to time during the Term of this Agreement, request Merchant to recertify its taxpayer certification hereunder. Furthermore,Merchant shall be responsible for any penalties related to the reporting obligations of Paymentech hereunder to the extent such penalties accrue based on the actions or inactions of Merchant despite reasonable notice from Paymentech. 16. SURVIVAL. The provisions of Sections 1.6, 4.2, 4.4,4.5, 4.6, 5, 6, 7, 9, 10.2, 10.4, 11, 12, 14, 15, 16 and 17 shall U) survive the termination of this Agreement. U 17. DEFINITIONS. Q! "Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's c business or organization, and related information Merchant has previously or concurrently submitted to Paymentech, including credit, financial and other business related information, to induce Paymentech to enter into this Agreement with Merchant and that has induced Paymentech to process Merchant's Transactions under the terms and conditions of 0 this Agreement. "Chargeback" means a reversal of a Transaction Merchant previously presented to Paymentech pursuant to Payment Brand Rules. "Conveyed Transaction" means any Transaction conveyed to a Payment Brand for settlement by such Payment Brand U directly to Merchant. "Payor" or"Customer" means the person or entity to whom a Payment Card is issued or who is otherwise authorized to use the Payment Card. it "Data Compromise Event' means an occurrence that results, or could result, directly or indirectly, in the unauthorized co access to or disclosure of Transaction Data and/or Payment Card Information. CU "Effective Date"means the date the Agreement takes effect pursuant to Section 10.1. "EMV'means Europay,MasterCard and Visa. "Issuing Bank" means the financial institution or other member of a Payment Brand that has a contractual relationship � with the Payor for the issuance of a Payment Card. "Merchant'means the legal entity identified in the Application and on the first and signature pages of this Agreement. 3 'Member" means JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all Q applicable Payment Brands. Member is a principal party to this Agreement and Merchant's acceptance of Payment d Brand products is extended by the Member. "Payment Application" means a third party application used by merchant that is involved in the authorization or settlement of Transaction Data. "Payment Brand' means any payment method provider whose payment method is accepted by Paymentech for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, d and other credit and debit card providers,debit network providers, gift card, and other stored value and loyalty program E, providers. Payment Brand also includes the Payment Card Industry Security Standards Council and the Electronic a Payment Association(frequently referred to as"NACHA"). "Payment Brand Rules" means all bylaws, rules,programs,regulations, specifications, and manuals, as they exist from time to time,of the Payment Brands. U "Payment Card' or "Payment Instrument" means an account, or evidence of an account, authorized and established between a Payor and a Payment Brand, or representatives or members of a Payment Brand that Merchant accepts from Payors as payment on an account or for goods, or services. Payment Cards include,but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts. Use of the term Payment Card or Payment Instrument throughout this Agreement Q includes any Payment Card with an embedded microcomputer EMV chip "Payment Card Information" means information related to a Payor or the Payor's Payment Card, that is obtained by Merchant from the Payor's Payment Card,or from the Payor in connection with his or her use of a Payment Card(e.g., a security code, a PIN number, credit limits, account balances, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Payment Card account number and expiration date, the Payor's name or date of birth,PIN data, security code data(such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Card, whether printed thereon, or Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 13 of 15 Packet Pg.35 B.2.a magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Card Information shall be treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data"as such terms are used in the then current PCI DSS. "Paymentech"means Paymentech,LLC,a Delaware limited liability company,having its principal office at 14221 Dallas Parkway,Dallas,Texas 75254. "Refund' means any refund or credit issued for any reason,including,without limitation,for a return of merchandise or cancellation of services,and any adjustment of a Transaction. "Refund Policy"means a written policy with regard to Refunds. "Retrieval Request' means a request for information by a Payor or Payment Brand relating to a claim or complaint concerning a Transaction. "Security Standards" means all rules,regulations, standards, or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data V Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security&Compliance Program("DISC"),American Express's Data Security Operating Policy,MasterCard's Site Data Protection Program ("SDP"), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's c Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program ("PCI PTS"), in each case as they may be amended from time to time. c "Service Provider" means any parry that processes, stores, receives, transmits, or has access to Payment Card Information on Merchant's behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. Settled Transaction" means a Transaction conducted between a Payor and Merchant utilizing a Payment Card in U which consideration is exchanged between the Payor and Merchant for payment on an account or the purchase of a good or service or a Refund and the value for such Transaction is settled by the Payment Brand through Paymentech to the 0 Merchant. it "Stored Value Card Transaction" means a Transaction in which a Payor adds or redeems value to or from a stored vo value card,gift card,or loyalty Payment Card issued by or on behalf of Merchant. CU "Transaction" means a transaction conducted between a Payor and Merchant utilizing a Payment Card in which consideration is exchanged between the Payor and Merchant. d "Transaction Data" means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record,which is submitted to Paymentech CU "Transaction Receipt' means an electronic or paper record of a Transaction generated upon completion of a sale or Refund,a copy of which is presented to the Payor. Q [Signature Page Follows] d d E CU a d Ca U d E t 0 <a Q Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 14 of 15 Packet Pg.36 B.2.a IN WITNESS WHEREOF,the undersigned parties have duly executed this Agreement. Agreed and Accepted by: Agreed and Accepted by: City of North Richland Hills PAYMENTECH,LLC for itself and on behalf of Merchant Legal Name JPMORGAN CHASE BANK,N.A. By(authorized signature) By 0 Print Name and Title Print Name and Title U <a CM Date Date c a Address Address 0 L City,State Zip City,State Zip 0 V14242 U To Be Completed By Paymentech,LLC 0 Merchant Agreement Contract Number is: it Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up vo CU L C0 C L CU Q r r V d 0 E CU a 0 U) Ca U 0 E t v <a Q Government Select Merchant Payment Card Processing Agreement-Rev.April 2013 INTERNAL PAYMENTECH USE Merchant Name: Page 15 of 15 Packet Pg.37 CHASE "4 III �to Merchant Agreement 1'loa 'nente Merchant: City of North Richland Hills Payment Transaction Sales Volume $16,553,252 Number of locations 19 0 Average Transaction Amount $97.50 Authorization/Capture % 105.0% is U PIN Debit/EBT Transactions 0 Char 9 /o o ° ebacks as of Sales Transactions 0.0130/o f I Conveyed Transactions 2,655 Billing Frequency Monthly 0 Safetech Encrypted Items N��A���������������������������������������������1 a Target Qualification Level: MasterCard: Publ�� Secto MUDS,,,,,,,,, sa. � C�PSRetal2EmernMarkets �((,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,� Discover: PSLPu Services-Core D161 w v mmm - ® • • <a L I .. a d V MasterCard,Visa& Discover Interchange Rates as set by each Payment Brand it ( f d MasterCard,Visa & Discover Incremental Discount Rate 0.1100% co I I +� PIN Debit and/or EBT Network Fees All standard PIN Debit Network Fees will be assessed PIN Debit—Incremental Discount Rate N/A ( L I d JCB (Japanese Credit Bureau) Discount Rate 3.2000% Voyager Discount Rate (if settled) I oil I 3 Q IVIVIV iui�u��� d. Credit transactions<$1000 MasterCard and a 0.120% MasterCard Network Access &„II Debit transactions $0.0195 $0.0195 a Brand Usage Fee NABU -- Credit transactions 1000 9 ( ) $ ( 0.130% ° ���������������������������������������������������������� Q Debit transactions 0.110% d Visa Visa Auth Processor Fee APF 0.0195 0.0155 Credit transaction a ( ) 0.130/o d 0° age Fee $0.0185 $0.0185 er/JCB.. Discover Data Usage .... N MasterCard per transaction N/A MasterCard per authorization $0.0100 U d Visa per transaction N/A Visa per authorization $0.0100 Discover per transaction N/A Discover per authorization $0.0100 E JCB per transaction N/A JCB per authorization N/A is p p a American Express per transaction N/A American Express per authorization $0.1000 PIN Debit per transaction $0.2000 Voyager per authorization N/A U EBT Express er transaction N/A Wright Ex per authorization N/A p 9 p f Check Verification—Scan per transaction N/A Private Label per authorization N/A d Voyager per transaction N/A Dial Backup authorization surcharge N/A Wright Express per transaction nsacf on N/A is Hosted Pa Page per transaction ( N/A Safetech Encryption per transaction N/A Y 9 p Yp p Safetech To.kenizat1on.....per transaction N/A Customer Initials Please initial to acknowledge , 1„of the Schedule A pricing sheet X 9 page p 9 CONTROL NUMBER: 21O658.V3152 Printed: April 6, 2015 Pagel of4 Packet Pg.38 I B.2.b Account Setup Fee N/A Monthly Service Fee ' N/A Visa Fixed Ac uirer Rush Fee N/A Monthly Minimum Fee 2 $25.00 Network Fee I 4q Varies Terminal Reprogram Fee N/A Monthly Helpdesk Fee ( N/A PIN Debit Setup Fee N/A Online Reporting Tool PIN Pad Encryption Fee IN Safetech Encryption 3 ( N/A Annual Fee N/A I Internet Product: N/A U Setup Fee N/A............. Monthly Fee Third Party Setup Fee N/A Third Party Monthly Fee ( N/A p I 1 —Monthly service fees will be debited for the first time in the month after your account has been set up. These fees will be debited regardless of d whether you are processing transactions through your account. n 2—If the total of all fees each month in section 1,3 and 4 do not equal the Monthly Minimum Fee,your account will be debited for the difference. 0 3 — If Merchant obtains point of sale device(s) from Chase Paymentech for use with Safetech Encryption, the following additional fees shall be v assessed: (a)a one-time fee of$10.90 per device;and(b)an encryption injection fee of$34.95 per device per occurrence. These assessments i are in addition to the above Safetech Encryption Fee(s). If Merchant obtains point of sale device(s)from a third party,additional fees may apply. *' Merchant acknowledges and understands that its use of any fraud mitigation or security enfacement solution (e.g. an encryption product or V service), whether provided to merchant by Paymentech or a third party, in no way limits Merchant's obligation to comply with the Security Standards or Merchant's liabilities set forth in this Agreement. d U 4 —Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa based on Merchant Category Code (MCC), dollar volume, number of merchant locations,number of Tax IDs,and whether the physical Visa card is present or not present at the time of the transaction. This fee can y vary monthly. CO r� ® v L ® uu° . No charge if statements are sent to a valid email address or accessed by Merchant through Statement Fee(Email/ROL) N/A Resource Online,as elected by Merchant on the Application. Statement Fee (Mail) $5.00 Charged each month Chase Paymentech mails a statement(whether at the request of Q Merchant or because deliver to a valid email address has failed) ) Statement Fee (Reprint) I N/A ( Charged for each archived statement you request to have printed d' Supplies: gd)e!Cf S!Psef S N/A Charges for supply orders vary based on the items ordered Q d Chargeback Fee $10.00 Charged when a cardholder or card-issuing bank formally protests a charge d Voice Authorization Fee $0.65 Charged when you call the Voice Authorization phone number to authorize a credit card v CO AVS Fee Electronic N/A 9 Char e for each electronic address verification authorization f t Charged for each batch of transactions you submit for settlement Batch Settlement Fee N/A � 9 O Y d Charged for each ACH transmission of funds sent to our account r� ACH fee N/A � f 9 ( ) your ACH Return Fee 25.00 Charged when Chase Paymentech is unable to debit fees from our account $ ( s v v E Charged when merchant elects PIN Debit processing and applies to each device not 1 PIN Debit Injection Fee 40.00 a purchased from Chase Paymentech. mentech.Y d W Statement Type: E-Mail Statement only Statement Frequency: Monthly Ca I l l l U d E t v <a Q Customer I n itia Is Pleased n iti al to acknowledge theSchedule„Ari ci ns heet,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, X 9 page pricing CONTROL NUMBER: 210658.V3152 Printed: April 6, 2015 Page 2 of Packet Pg.39 I * 0.0040% Charged on MasterCard Gross Sales volume. See additional information MC Acquiring License Fee under Payment Brand Charges section on page 4. MC Digital Enablement/Card Not Present Fee 0.010% Charged on MasterCard Card Not Present Gross Sales volume. DI Network Authorization Fee $0.0025 Charged by Discover on all authorizations for card transactions that are settled through the Discover Network MC AVS Auth Access Fee(Card Present) $0.005 Charged by MasterCard when a merchant uses the address verification service d MC AVS Auth Access Fee(Card Not Present) $0.0075 to validate a cardholder address Charged by MasterCard when a merchant submits the Card Validation Code 2 MC Card Validation Code 2 Fee $0.0025 V (CVC2)in an authorization request � MC Account Status Fee (Intra-regional) $0.025 aU Charged by MasterCard or Visa when a merchant uses this service to do an L MC Account Status Fee (Inter-regional) $0.03 0 inquiry that a card number is valid Visa Zero $Account Verification Fee $0.025 o- MC Processing Integrity Fee $0.055 Charged when a card is authorized but not deposited and the authorization is O Visa Misuse Of Authorization Fee $0.048 not reversed in a timely manner Visa Zero Floor Limit Fee $0.10 Charged when a transaction is deposited but never authorized L Visa Transaction Integrity Fee $0.10 Applies to Visa Debit&Prepaid transactions that do not meet qualification C criteria for Custom Payment Service(CPS)categories V MC Cross Border Assessment Fee 0.60% w d Visa International Seance Assessment Fee 0.80% Charged by MasterCard,Visa, Discover and JCB on foreign bank issued cards. 2 Discover/JCB International Service Fee 0.55% d co MC International Support Fee 0.85% VISA Interregional Acquiring Fee 0.45% Additional fee charged by MasterCard,Visa, Discover and JCB on foreign bank issued cards. v Discover/JCB International Processing Fee 0.40% y Applies to Petroleum merchants using automated fuel pumps that do not Visa Partial Auth Non-Participation Fee $0.01 support Partial Authorization EEMis 3 Q Q Id v co d d E is a d ca U d E t v <a Customer Initials Please initial to acknowledge e a e 3 of the Schedule A pricing sheet X 9 page p 9 Q CONTROL NUMBER: 210658.V3152 Printed: April 6, 2015 Page 3 of Packet Pg.40 i B.2.b !! iiiiii 111111111111111111111 1111111111 111 1 1111111111111111111 11111 11 Type Description Fee Replacement Fee(swap) In warranty-Terminals, Printers, & Pinpads ' $50.00 Replacement Fee(swap) Out of warranty-Terminals, Printers, &Pinpads: Replacement(swap)fees vary $100-$500 based on Manufacturer and Model and will fall within the specified range to the right Injection Fee (swap) Safetech Encryption Injection $34.95 Restocking Fee Return equipment for any reason other than repair $150.00 d Late Fee For all equipment returned late, or not returned $500.00 1) New Equipment Warranty timeframes 5 years—Verifone Vx520,Vx820 PIN Pad, 1000SE PIN Pad; Ingenico iCT250 L 1 year—all other new equipment 0 In warranty coverage applies only to new equipment purchased or leased from Chase Paymentech d O Amount payable upon Termination v In addition to the other amounts due under this Agreement(including without limitation,the fees and charges described in this Schedule A),you may i owe an amount in the event you terminate this Agreement. Whether you will owe that amount,and how much you will owe,will be determined in accordance with Section 10 of the Merchant Agreement. p Payment Brand Charges V Part of the fees that we charge you for processing your transactions consist of fees we pay to the Payment Brands. These charges,called"Payment d Brand Charges",include,but are not limited to,interchange rates,assessments,file transmission fees,access fees,and international and cross v border fees.Therefore,in addition to the rates set forth above,you also will be charged Payment Brand Charges. Payment Brand interchange rates it can be accessed online by visiting the Learning&Resources section of Chase Paymentech's website,and selecting"Understanding Interchange". d co Please note that Chase Paymentech may,from time to time,elect not to charge you for certain existing,new or increased Payment Brand Charges. If we elect not to charge you,we still reserve the right to begin charging you for existing, or increased Payment Brand Charges at an time in the 9 Y 9 9� 9� 9 Y 9� Y 9 Y <C future,upon notice to you. No such Payment Brand Charges will be imposed retroactively. V "MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard-branded y sales(excluding Maestro PIN debit volume)of its U.S.domiciled merchants. To fairly distribute the fee across all Chase Paymentech MasterCard- accepting merchants,a rate of 0.004%will be applied to all of your MasterCard gross sales transactions. L Q r r Q d d V V d A • ® ® I d Authorized Representative Signature: Must appear on Merchant Application section 11 >+ <a a d ca v Printed Name Title } 0 E Y t <a Signature Date Q Il:111ease ensure you have lIInlit9ialleat pages 11,2 and 3 CONTROL NUMBER: 210658.V3152 Printed: April 6, 2015 Page 4 of Packet Pg.41 B.3 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Approve Resolution No. 2015-010, continuing participation in Tarrant County's HOME Investment Partnership Program. Presenter: Kristin James, Assistant to the City Manager Summary: The HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower-income households, expand the capacity of nonprofit housing providers, strengthen the ability of state and local government to provide housing and leverage private-sector participation. To participate in this program the City must commit to the required 30% match on an annual basis. The HOME program for North Richland Hills is administered by Tarrant County. It is staff's recommendation to allocate $36,000 toward the 30% match requirement for 2015. General Description: The HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower-income households, expand the capacity of nonprofit housing providers, strengthen the ability of state and local government to provide housing and leverage private-sector participation. In 2014, City Council approved Resolution No. 2014-016 which allowed for automatic renewal of the HOME Investment Partnership Grant for three years, running through 2015, 2016 and 2017. The HOME Investment Partnership Grant requires municipalities to provide 30% matching funds. We must specify in a resolution the amount of matching funds that will be appropriated to the program. The maximum amount of HOME Funds a municipality can request is $200,000. The approval of this resolution will allow the City of North Richland Hills to request $120,000 in HOME Funds for 2015 and will appropriate 30% in matching funds or$36,000. Tarrant County reported that the average cost per project covered under the HOME Program is $24,000. With that, the $120,000 would cover improvements to approximately five (5) homes. Packet Pg.42 B.3 r4 NO&TH KICHLAND HILLS The matching funds will be paid out of the existing Neighborhood Initiative Program funding. Recommendation: To approve Resolution No. 2015-010. Packet Pg.43 B.3 r4 NORTH KICHLAND HILLS RESOLUTION NO. 2015-010 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS AGREEING TO MEET ALL MATCH CONTRIBUTION REQUIREMENTS FOR THE EXPENDITURES UNDER THE TARRANT COUNTY HOME INVESTMENT PARTNERSHIPS PROGRAM FOR PROGRAM YEAR 2015 WHEREAS, the HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower-income households; expand the capacity of nonprofit housing providers; strengthen the ability of state and local government to provide housing, and; leverage private-sector participation; and WHEREAS, Tarrant County is a Participating Jurisdiction under the HOME Investment Partnerships Program in accordance with § 92.105; and WHEREAS, the City of North Richland Hills is a member of the Tarrant County Urban County Community Development/HOME Consortium and is eligible to participate in the HOME program; and WHEREAS, the City of North Richland Hills has requested $120,000 in HOME funding to be expended on HOME eligible activities within the city's jurisdiction and has agreed to meet all applicable matching contribution requirements in accordance with §92.218; §92.219; and §92.220. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS THAT: SECTION 1. The preambles to this Resolution are hereby adopted in their entirety and incorporated herein as though set forth in full herein. SECTION 2. THAT The City of North Richland Hills hereby agrees to commit $36,000 in match contribution to affordable housing for all activities undertaken through the HOME program. SECTION 3. This Resolution shall be effective from and after its passage. PASSED AND APPROVED this the 13th day of April, 2015. CITY OF NORTH RICHLAND HILLS Packet Pg.44 B.3 r4 NO&TH KICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, City Attorney APPROVED AS TO CONTENT: Kristin James, Assistant to the City Manager Packet Pg.45 B.4 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Authorize City Manager to execute a professional services agreement with Baird Hampton and Brown, Inc. for the Main Street Drainage Project (DR1501) in an amount not to exceed $89,500. Presenter: Caroline Waggoner, City Engineer Summary: Council is being asked to approve a professional services agreement with Baird Hampton and Brown, Inc. for engineering design services for the CIP Project identified as Main Street (Chilton to Crane) Drainage Improvements. General Description: This Capital Improvements Project is identified as the "Main Street Drainage Improvements" (DR1501) in the Capital Projects Budget. This project was identified by Public Works staff in 2014 and approved by the City council in October 2014. The downstream storm drain system west of Chilton was improved in the early 2000's by adding a parallel storm drain line. At the time of that project, there were insufficient funds to improve the system to the east. This project consists of replacing approximately 650 Linear Feet (LF) of 18" and 21" Reinforced Concrete Pipe (RCP) with 24" — 48" RCP beginning at Chilton extending east towards Crane. A branch of the storm drain system will be extended to the north along Jerry Court to intercept flow from the northern end of Jerry Court. This project will also replace portions of the existing water and sewer lines in Main Street which lie in close proximity to the new storm drain. Currently staff is planning on providing trench repair to restore the street surface. Staff will include a full street overlay for affected areas as an alternate bid. This project will bring the storm drain system east of Chilton into compliance with current design standards and will address a flooding concern from Jerry Court. Staff followed the City's policy for procuring professional services for the design of this project. Requests for Qualifications were sent to local engineering firms and advertised on the City's website; Ten (10) firms responded by submitting Statements of Qualifications ("SOQs") to the City. Three (3) North Richland Hills' staff members (Engineer Associate, Senior Park Planner and Street Superintendent) comprised the selection committee. The selection committee met to discuss each firm's qualifications to ascertain the most qualified for the job. After meeting, the committee unanimously Packet Pg.46 B.4 r4 NO&TH KICHLAND HILLS selected Baird, Hampton and Brown Inc. as the most qualified firm for the Main Street Drainage Improvements. Baird Hampton & Brown has been in business since 1992 and has extensive experience in the design of urban drainage systems. Baird Hampton & Brown has put together an excellent design team for this project, with a project manager that has over 12 years of municipal engineering design experience. The design team is committed to delivering a design that meets the needs and expectations of North Richland Hills. The engineering agreement outlines the full scope of work. Listed below are the key items within the scope of work: • Survey Phase includes a creation of a Right-of-Way map for the project area, a topographic survey including existing storm drain systems and preparation of two (2) easements as needed. • Drainage study phase includes a fully dynamic hydrologic and hydraulic model of the existing drainage system using XPSWMM. This phase will also prepare a master plan of the storm drain system representing fully developed runoff conditions and will identify the proposed improvements within the scope of work. • Construction plan phase will prepare construction and bid documents for the scope of the project. • Attend up to (2) public meetings, one at the start of the construction plan phase and one prior to construction. • Bidding Phase includes assisting the City in advertising the project to bidders, providing bid documents to contractors, tabulating bids and providing the City a summary of the information received from the low bidder for the City's use in awarding a construction contract. • Construction Phase includes assisting the City during the construction phase such as, attending coordination meetings, reviewing shop drawings, preparing monthly pay requests and preparation of record drawings. The Public Works Department negotiated a design fee of $89,500. This design fee consists of a survey fee, a drainage study fee, a fee for preparing construction documents and a fee for bidding, construction administration and record drawings. Shown below is a breakdown of this design fee: Survey $ 10,500 Drainage Study $ 22,500 Construction Documents $ 50,000 Bidding, Construction Admin, Records $ 6,500 Total Design Fee $ 89,500 The total amount of the professional services agreement for this project is $89,500. There is sufficient funding for these design services in the 2015-16 Capital Projects Budget. Packet Pg.47 B.4 r4 NO&TH KICHLAND HILLS Recommendation: Authorize City Manager to execute a professional services agreement with Baird Hampton and Brown, Inc. for the Main Street Drainage Project (DR1501) in an amount not to exceed $89,500. Packet Pg.48 B.5 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Award bid RFB15-014 to DFW Services, LLC for replacement of pumps and motors at Johnson Storage Tank (UT1402) in the amount of $90,000. Presenter: Kenneth Garvin, Public Works Utilities Superintendent Summary: This item is to award RFB #15-014 to DFW Services, LLC for replacement of potable water pumps and motors for the Johnson Storage Tank pump station located at 8501 Harwood Rd. General Description: The pump and motor replacements are part of UT 1402, an approved project in the FY 2014-2015 Capital Projects Budget. This portion of the project consists of replacing two (2) large potable pumps, motors, and discharge header. The pumps and motors are over 30 years in age. They are essential in providing safe, reliable, and quality potable water for the citizens of North Richland Hills. The approved budget for the entire project is $275,000. Notice of the city's intent to bid was advertised as required by state regulations and posted on the city's website. On February 9, 2015, a bid opening was held and four bid proposals were received. The city received a bid from Monroe Pump Services, Inc. in the amount of $71,106. Staff considered this bid to be irregular due to the fact that the company did not bid on all portions of the project. DFW Services, LLC submitted a bid proposal of $90,000, which was the next lowest bid. Staff contacted the references supplied by DFW Services, LLC and found the City of Rockwall and the City of Heath rated DFW Services, LLC exceptional on their work performance. A consulting firm, Baird, Hampton & Brown, Inc., was contracted by the city to write the specifications and provide recommendations on the pumps and motors. This was to ensure that the city would receive pumps and motors that are energy efficient and provide the best pumping performance. DFW Services, LLC met these specifications with their bid proposal. Recommendation: Award bid RFB 15-014 to DFW Services, LLC for replacement of the pumps and motors at Johnson Storage Tank. Packet Pg.49 B.6 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Authorize the City Manager to sign a three-year agreement with Century Link for phone, internet service and a disaster recovery line at the new city hall in an amount not to exceed $113,952. Presenter: Kyle Spooner, Director of Information Services Summary: This purchase provides for upgraded phone lines, internet service and a backup disaster recovery line running from the new city hall to the city's disaster recovery site at Fire Administration. General Description: The new city hall building and the changes it is bringing requires staff to reevaluate our current services and infrastructure. Many of the new systems being implemented are hosted and utilize the internet. This has and will create a hardship on our current offerings due to the increase in bandwidth required to support these new applications. Additionally, we are required to guarantee service at the city's disaster recovery site for not only us, but the participating cities in the joint dispatch program. With some current services stressed at times of high traffic, staff decided to research options and go out for bid on expanded services. At the same time, we wanted to ensure the maximum amount of flexibility should we find ourselves in an emergency situation. The original bid was to upgrade the city's current phone and internet services. However the further we got into the design, the more we realized we needed to make allowances for the disaster recovery site at Fire Administration. We asked companies to bid phone service that could easily be moved from location to location and two increased internet services (one at City Hall and one at Fire Administration). We also had to anticipate a communication breakdown during an emergency situation, therefore we asked for a communication line on a different route from our current fiber to ensure Public Safety operations would continue in this type of event. The Information Services Department solicited bids from the State of Texas Department of Resource vendors regarding these services. Four vendors responded: ATT, L3 (formerly Time Warner our current vendor), Verizon and Century Link. Century Link was the lowest bid by $27,000 annually. As we began negotiations with Century Link, they pointed us to the Michigan Collegiate Telecommunication Association (MiCTA) cooperative bid. Working with Purchasing we were able to gain the ability to utilize this Packet Pg.60 B.6 r4 NO&TH KICHLAND HILLS cooperative agreement bringing Century Link's pricing down $46,560 more. In total the Century Link MiCTA pricing is $73,560 less than the closest competitor. Recommendation: Authorize the City Manager to sign a three-year agreement for phone, internet service and a disaster recovery line at the new city hall with Century Link in the amount of $113,952.00 annually. Packet Pg.61 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Authorize payment to Texas Department of Transportation for the direct state costs associated with the Rufe Snow Drive Street and Utility improvement project (ST 0202) in the amount of$386,535. Presenter: Caroline Waggoner, City Engineer Summary: The City is being asked to remit payment to TxDOT in the amount of $386,535.00 for Direct State Costs attributable to construction per the terms of the approved Local Project Advance Funding Agreement (LPAFA) for the Rufe Snow Project (Mid-Cities to Ridgetop). General Description: The Rufe Snow Drive Project (Mid-Cities to Ridgetop) involves the use of Federal Grants for both design and construction. As a condition of receiving these grant funds, the City entered into a Local Project Advance Funding Agreement (LPAFA) with the State of Texas, originally in 2006, and subsequently updated in 2014. Attachment C of the LPAFA clearly lays out the federal and local costs, as well as items known as "Direct Costs" across categories such as Engineering, Right of Way, Environmental, and Construction. These "Direct Costs" are the costs that TxDOT will incur as a result of their involvement in administering the grant. For example, during construction TxDOT staff will be reviewing contract documents, pay requests, and so forth to ensure that the grant funds are administered correctly. They will use the funds set aside at this time to offset their expenses throughout the project. A full accounting of the use of these funds is made available to the local government throughout the project. This project is currently proposed to begin construction this year (2015). Per the terms of the current LPAFA, TxDOT is currently invoicing: 20% match to the federal funds $289,876.00 100% local construction funds $146,659.00 Total $436,535.00 Previously Paid ($50,000.00) Total Due $386,535.00 Packet Pg.52 r4 NO&TH KICHLAND HILLS Recommendation: Authorize payment to TxDOT in the amount of $386,535 for the Rufe Snow Project (Mid-Cities to Ridgetop). Packet Pg.53 ioeiia Mia mous WjnN W41 a01 IU9W(ed eziaoulnd : gZtq) a 1u9uau3ePd d=1dd-1 mous 91nN :JuauauoeJJV le ai CSJ#0902-48-577 o. District#02-Fort Worth Code Chart 64#30500 Project: Rufe Snow Drive, Hightower a to Mid-Cities Blvd Federal Highway Administration CFDA#20.205 Not Research and Development ATTACHMENT C PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS Costs will be allocated based on 80% Federal funding and 20% Local Government funding until the federal funding reaches the maximum obligated amount. The Local Government will then be responsible for 100% of the costs. Description, otal Estimated Federal a Participation Local ,, ost artici ation Partici ation... Cost 1cost /o. COSt Wark Performedi b Local Government: Engineering $1,210,556 80%1$968,445 % 0 0% $242,111 Right Of Way, Federal 1,423,750 80%11,139,000 % 0 0% $284,750 Funds Right Of W2 X, Local Funds 2,709,486 0% $0 % 0 100% $2,709,486 Construction, Federal 11,817,680 80% $9,454,144 % $0 0% $2,363,536 Funds Construction, Local Funds 1,252,320 0% $0 0% 0 100% $1,252,320 ubtotal 18;413,792 11;56.1,589 0 $6;852A,203 Environmental Direct State 39,285 0% $31,428 0% 0 0% $7,857 Costs Right of Way Direct State 106,500 80% 85,200 0% rO 0% 21,300 Costs, Federal Funds Right of Way Direct State $12,786 0% 0 % 0 I 100% $12,786 Costs, Local Funds Engineering Direct State 39,285 80% $31,428 % 0 0% $7,857 Costs Utility Direct State Costs, 1,000 80% $800 0% $0 0% $200 Federal Funds Construction Direct State $1,263,310 80% $1,010,648 0% 0 0% $252,662 Costs, Federal Funds Construction Direct State 133,873 % 0 0% rO 100% $133,873 Costs, Local Funds Indirect State Costs $889,386 % $0 100%P889,386 0% $0 OTAL 20,899,217 $12,721,093 889,386, " $7,288,738 Payment already paid by the Local Government to the State: $50,000.00 Payment by the Local Government to the State before construction: $386,535.00 Estimated total payment by the Local Government to the State $436,535.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. AFA-LPAFA ShortGen.doc Page 1 of 1 Attachment C F.1 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Consider Resolution No. 2015-011, setting a public hearing regarding the Neighborhood Revitalization Program. Presenter: Kristin James, Assistant to the City Manager Summary: In order to formally adopt the Neighborhood Revitalization Program (NRP), a resolution must first be passed calling for a public hearing that will give citizens the opportunity to publicly comment on the program. This is required by Chapter 373 of the Texas Local Government Code that covers the authorization of establishing community development programs. General Description: NRP aims to revitalize neighborhoods by renovating-single family owner-occupied homes in the following target area- - South of Loop 820 - East of Rufe Snow - North of Glenview By renovating homes, the program will not only boost property values in these neighborhoods, but also provide interested single-family home buyers the opportunity to purchase an updated and safe home that they can be proud to own at a reasonable price. This program aims to give such neighborhoods an update and upgrade while continuing to attract "invested" citizens. This program will award a twenty percent (20%) grant of up to $10,000 for the completion of well-designed home renovations that make a home more aesthetically pleasing and inspire the continued community growth of the neighborhoods in the program's initial target area. NRP is open to residents who currently own homes in the target area, those individuals who are looking to move into the target area as well as investors looking to renovate homes in the target area and sell them to owner- occupants. All projects will undergo a thorough review by the City's Neighborhood Integrity Task Force in order to make sure the applicants are not just doing the minimum amount of work to make the home sellable. The goal of this program is not to subsidize building code violations, but it is to push the home's value above the top twenty percent of TAD's Packet Pg.55 F.1 r4 NO&TH KICHLAND HILLS market value for the immediate area. The homes that take part in this program are to be the show places on their streets. In addition to the grant, NRP also offers Realtors a $500 cash incentive when they sell a home within the target area to one of the following- - Homeowner for at least $120,000 - Investor, other than the realtor, who qualifies and participates in NRP The goal of this aspect of the program is to increase the promotion of the target area to those people interested in buying homes within the DFW Metroplex. NRP is funded by non-operational funds dedicated to economic and residential development by the North Richland Hills City Council beginning in the 2014-2015 fiscal year and is administered by personnel from the City Manager's Office with support from the Economic Development Department. In order to formally adopt NRP, a resolution must be passed calling for a public hearing that will give citizens the opportunity to publicly comment on the program. This is required by Chapter 373 of the Texas Local Government Code that covers the authorization of establishing community development programs. The following is a tentative schedule- - Call the Public Hearing April 13th - Public Hearing April 27th - Final Decision made by City Council May 18th Recommendation: Approve Resolution No. 2015-011 calling a public hearing to receive input regarding the Neighborhood Revitalization Program. Packet Pg.66 F.1 r4 NORTH KICHLAND HILLS RESOLUTION NO. 2015-011 A RESOLUTION IDENTIFYING AREAS ELIGIBLE FOR INCLUSION IN A COMMUNITY DEVELOPMENT PROGRAM AS REQUIRED BY CHAPTER 373, TEXAS LOCAL GOVERNMENT CODE; DESCRIBING A PROPOSED COMMUNITY DEVELOPMENT PROGRAM; ADOPTING A PLAN UNDER WHICH CITIZENS MAY PUBLICLY COMMENT ON SUCH PROPOSED COMMUNITY DEVELOPMENT PROGRAM AND ESTABLISHING THE DATE FOR PUBLIC HEARINGS IN WHICH CITIZENS MAY PUBLICLY COMMENT ON A PROPOSED COMMUNITY DEVELOPMENT PROGRAM BEING CONSIDERED FOR ADOPTION BY THE CITY COUNCIL. WHEREAS, Chapter 373, Texas Local Government Code provides for establishment of community development programs by municipalities in order to promote the public purposes set out therein, including the development of viable urban communities; and, WHEREAS, Section 373.006, Texas Local Government Code requires the adoption by ordinance or resolution of a plan under which citizens may publicly comment on any such community development program; and, WHEREAS, Chapter 380, Texas Local Government Code provides for establishment of economic development programs by municipalities in order to promote the public purposes set out therein; and, WHEREAS, Section 380.001, Texas Local Government Code authorizes the governing body of a municipality to establish and provide for the administration of one or more economic development programs including programs for making loans and grants of public money to promote local economic development. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS THAT: Sec. 1: a public hearing shall be held on Monday, April 27, 2015 which is before the fifteenth day before adoption by the City Council of a community development program described herein. Sec. 2: The community development program to be considered shall be directed toward improving and increasing the value of residential structures and promoting home ownership within an area South and/or West of Loop 820, East of Rufe Snow Drive, and North of Glenview Drive as depicted on Exhibit A hereto which is an area in which predominately low and moderate income persons reside with the goals of improving living and Packet Pg. 57 F.1 r4 NO&TH KICHLAND HILLS economic conditions as authorized by Section 373.004, Texas Local Government Code. Sec. I The activities to be conducted under the program shall be directed toward achieving the purposes set forth by Section 373.002, Texas Local Government Code including but not limited to: (1) prevention of blighting influences and of the deterioration of property and neighborhood and community facilities important to the welfare of the community; (2) elimination of conditions detrimental to the public health, safety, and welfare; (3) reduction of the isolation of income groups in communities and geographical areas, promotion of increased diversity and vitality of neighborhoods through spatial de-concentration of housing opportunities for persons of low and moderate income, and revitalization of deteriorating or deteriorated neighborhoods to attract persons of higher income; and (4) alleviation of physical and economic distress through the stimulation of private investment and community revitalization in eligible areas. Sec. 4: The program may include the following activities: (1) acquisition of real property, including air rights, water rights, and other interests in real property, that: (A)is blighted, deteriorated, deteriorating, undeveloped, or inappropriately developed from the standpoint of sound community development and growth; (B) is appropriate for rehabilitation or conservation activities; (C) is appropriate for the preservation or restoration of historic sites, the beautification of urban land, or the conservation of open spaces, natural resources, and scenic areas; (D) is appropriate for the provision of recreational opportunities or the guidance of urban development; or (E) is to be used for the provision of public works, facilities, or other improvements eligible for assistance under this chapter or is to be used for other public purposes. Packet Pg.68 F.1 r4 NO&TH KICHLAND HILLS (2) municipal code enforcement in a deteriorated or deteriorating area in which enforcement, combined with public improvements and public services, may stop the decline of the area; (3) clearance, demolition, removal, and rehabilitation of buildings and improvements, (4) rehabilitation of privately owned properties; (5) disposition, by sale, lease, donation, or otherwise, of real property acquired under this program; (6) relocation payments and assistance for individuals, families, businesses, organizations, and farm operations if determined by the municipality to be appropriate; (7) activities that are conducted by public or private entities if the activities are necessary or appropriate to meet the needs and objectives of the community development plan, including acquisition rehabilitation and site improvements which will increase taxable value and sale to owner occupants; (8) grants to community economic development projects, including projects which will increase value of homes and provide for home ownership; (9) provision of assistance to private, for-profit entities if the assistance is necessary or appropriate to carry out an economic development project such as increasing the value of homes and of taxable values within the targeted area.; (10) activities necessary to develop a comprehensive community development plan and to develop a policy-planning-management capacity in order that recipients of assistance under this chapter may more rationally and effectively determine their needs, set long-term goals and short-term objectives, devise programs and activities to meet those goals and objectives, evaluate the progress of the programs, and carry out management, coordination, and monitoring of activities necessary for effective implementation of the programs.; (11) payment of reasonable administrative costs and carrying charges related to the planning and execution of community development and housing activities, including the provision of information and resources to residents of areas in which community development and housing Packet Pg.59 F.1 r4 NO&TH KICHLAND HILLS activities are to be concentrated with respect to the planning and execution of those activities. Sec. 5: Program Overview. The specific activities which shall be initially undertaken will be known as the Neighborhood Revitalization Program (NRP) and is described as follows: (1) The Neighborhood Revitalization Program (NRP) is intended to revitalize neighborhoods by renovating single-family owner- occupied homes in the area described in Section 1. By renovating homes, the program will not only boost property values in these neighborhoods, but also provide interested single-family home buyers the opportunity to purchase an updated and safe home that they can be proud to own at a reasonable price. This program aims to give such neighborhoods a "facelift" while continuing to attract responsible citizens. (2) This program will provide a twenty percent (20%) grant of up to $10,000 for the completion of well-designed home renovations that make a home more aesthetically pleasing and inspire the continued community growth of the neighborhoods in the program's initial target zone. (3) Contractors renovating homes, residents who currently own homes and those looking to purchase homes to live in themselves qualify for the incentive threshold within the program. Plans for a home's renovation will be submitted to and approved by the City of North Richland Hills. A home's renovation plan may not be altered without full and written consent from the City. Deviations from the approved renovation plan may result in a participant not receiving an incentive grant. (4) Both contractors and homeowners should make a conscious effort to source materials and services from vendors and service providers within the City of North Richland Hills. If materials or services are available at a lower cost in another city, those vendors or service providers may be utilized in turn. (5) NRP is not designed to subsidize corrections of building code violations that prolong the life of a substandard home. All NRP project renovation plans should strive toward the increase of a home's market value with the guidance of a licensed residential real estate professional and licensed appraiser. Packet Pg.60 F.1 r4 NO&TH KICHLAND HILLS (6) NRP has been funded by non-operational funds dedicated to economic and residential development by the North Richland Hills City Council beginning in the 2014-2015 fiscal year. This program is administered by personnel from the City Manager's Office. Sec. 6: Eligibility. To be eligible for consideration for participation in the program, the following minimum requirements must be met: (1) All participants: (a) Home to be renovated must lie in target zone described in Section 1. (b) Renovations must increase the value of the home and may not be only cosmetic/decor related. (c) North Richland Hills Building permits must be obtained before work commences. (d) Completed home after proposed renovations must meet at City of North Richland Hills residential building codes. (e) Renovations must result in at least a 40% increase in value. (f) Final home values must exceed $120,000. (g) Final home values must exceed the top 20% of the Tarrant Appraisal District's (TAD's) market value in the immediate area. (h) A home is only eligible for this program one time. (2) For Applicants other than homeowner occupants: (a) Must use contractors licensed to perform work in the state of Texas and the City of North Richland Hills. (b) Must agree to sell home to owner-occupant, not investor- owner, by an instrument restricting such ownership for a period of 5 years. (c) Must agree to not to rent home at any point before sale to owner-occupant. (d) Must agree that payment under this program will not be made until the property is sold and it meets the following requirements: 1. Renovations must result in at least a 40% increase in value. 2. Final home values must exceed $120,000. 3. Final home values must exceed the top 20% of TAD's market value in the area. Such purchase price shall be established by title company closing documents submitted with the application. Such sale price shall be documented by title company closing documents. Packet Pg.61 F.1 r4 NO&TH KICHLAND HILLS (3) For Homeowner Occupant applicant: (a) Homeowner occupant applicant must be current on all property taxes. (b) The initial home value according to most recent TAD appraisal may not exceed $150,000. (c) Applicant must hire a licensed residential real estate appraiser to conduct an as if completed appraisal before the start of construction. The applicant is responsible for this cost. (d) Applicant shall agree to a recordable mechanic's lien instrument providing for repayment of the incentive payment plus 4% interest and attorney fees if the home is rented or sold to an investor for 5 years following receipt of incentive payment. Sec. 7: Procedure. (1) For Contractors: (a) Contractor finds home to be renovated (b) Contractor submits application with plans for renovation (c) Application approved or denied. (d) Contractor purchases home (e) Contractor renovates home according to submitted plan (f) Contractor lists and sells home to owner-occupant with use deed restriction. (g) Contractor submits closing documents of resale as proof of final sale price. (h) If Application was approved, City pays incentive upon confirmation of final sale value. (2) For Homeowner occupant: (a) Homeowner determines what will be renovated (b) Homeowner submits application with plans for renovation. (c) City tentatively approves or denies application (d) Homeowner hires licensed residential real estate appraiser to conduct appraisal as if proposed renovations completed. (e) If City tentatively approved the application and appraisal confirms 40% value increase and at least $120,000 value, final approval is given and homeowner signs mechanic's lien instrument. Homeowner then hires contractor to complete renovation. (f) Renovations completed. (g) Licensed real estate appraiser confirms completion of all required elements of as if completed appraisal, verifies final home appraisal value. Packet Pg.62 F.1 r4 NO&TH KICHLAND HILLS (h) City pays incentive upon confirmation of newly appraised value meeting requirements and proof of payment of contractor doing the work. If desired, the payment may be made to such contractor. Sec. 8: Realtor Incentives. (1) Realtors who represent the buyer are eligible for incentive payments for the sale of homes within the target area identified in Section 2 hereof. (2) Each home sale for which an incentive payment is available must be to one of the following: (a) Homeowner for at least $120,000 or (b) An Investor other than the Realtor who qualifies and participates in the Home Remodeling Grant Program. (3) The incentive payment shall be $500.00 for each home sold on a first come, first approved basis. Total funding for the Realtor Incentive program for the 2015 annual City budget year is $10,000.00 for 20 home sales. Once funding is exhausted, the realtor incentive program is over unless and until the program is evaluated and funded for the next budget year. (4) Procedure (i) Realtor will apply for program before home is sold in target area. (ii) Realtor represents a buyer who buys a home that meets eligibility requirements of (b) hereof and provides proof of sale, supplying closing documents and evidence of eligibility. (iii) Staff reviews and approves Request for Incentive Form and evidence of eligibility. Sec. 9: Employment of Undocumented Workers. All applications and any Agreements hereunder shall contain the following provision: During the term of this Agreement, the Grantee agrees not to knowingly employ any undocumented workers as defined in Tex. Govt. Code Sec. 2264.001. If convicted of a violation under 8 U.S.C. § 1324a(f), the Grantee shall repay the amount of the Grant and any other funds received by the Grantee from the City as of the date of such violation not later than 120 days after the date the Company is notified by the City of a violation of this section, plus interest from the date the Grant was paid to the Company, at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by the City) as its prime or base Packet Pg.63 F.1 r4 NORTH KICHLAND HILLS commercial lending rate. The payment of interest shall be as if it had been accruing from the date the Grants were paid to the Company until the date the Grants are repaid to the City. Sec. 10: Limitation on Incentive Payments. The City has budgeted a limited amount of money for this Program and will not be able to fund applications beyond the budgeted amounts. Applications which would require the payment of more money than budgeted after funding previously approved applications will be denied. PASSED AND APPROVED this the 13th day of April, 2015. CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, City Attorney APPROVED AS TO CONTENT: Kristin James, Assistant to the City Manager Packet Pg.64 H.1 r4 NO&TH KICHLAND HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: April 13, 2015 Subject: Announcements. Presenter: Mary Peters, Public Information Officer Summary: At each Council meeting a member of the governing body announces upcoming events in the City and recognizes an employee that exemplifies the City's core values. General Description: Announcements - The 2015 Sounds of Spring Concert Series will be held on Friday evenings from April 17th to May 22nd. Concerts begin at 7 p.m. at the NRH Centre Plaza. Admission is free. Seating is on the law, so don't forget to bring a blanket or lawn chair. A variety of gourmet food trucks will be on site for each concert and there will be free games and activities for children. For more details, visit SoundsNRH.com or call 817-427-6600. On Saturday, April 18th North Richland Hills residents can get rid of unwanted bulky items during the annual Spring Community Cleanup. Items can be dropped off between 9 a.m. and noon at the Tarrant County College-Northeast Campus in parking lot E.1 by the tennis courts. NRH residents can also bring up to five average size file boxes of paper to be securely shredded onsite and then recycled. Proof of residency must be presented. For more details, please call 817-427-6663. Kudos Korner - Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Clayton Comstock - A citizen sent an email thanking Planning Manager Clayton Comstock for taking time out of his weekend to address and resolve a complaint she had with a business that is adjacent to her home. The citizen said "I can't thank you enough for taking time out of your weekend to take care of this matter. I did not expect that." Kudos to Clayton for resolving this issue and representing the City's core values especially respect, service, and responsibility. Recommendation: N/A Packet Pg.65