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CC 2020-09-14 Agendas
k4Ft, D HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 4301 CITY POINT DRIVE NORTH RICHLAND HILLS, TX 76180 MONDAY, SEPTEMBER 14, 2020 REGULAR MEETING: 7:00 P.M. Held in the City Hall Council Chambers A. CALL TO ORDER A.1 INVOCATION - COUNCIL MEMBER BENTON A.2 PLEDGE - COUNCIL MEMBER BENTON A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) 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 City Council during citizens presentation, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.5 PUBLIC COMMENTS An opportunity for citizens to address the City Council on matters which are scheduled on this agenda for consideration by the City Council, but not scheduled as a public hearing. In order to address the City Council during public comments, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS Monday, September 14, 2020 City Council Agenda Page 1 of 3 B.1 Approve minutes ofthe August 3, 13 and 17, as special City Council MggtLp2L B.2 Approv�erNinutes of the regular August 24, 2020 City Council meeting... B-3 Consider award of Bid No. 20-025 to Driscoll Automatic Inc. for FC2101 City all Uninterrupte Power Supply (UPS) Batte[y Replac ment at 4301 City Point Dr., in the amount of67,499. BA Authorize the City Manager to execute a contract with Unifirst Corp., for the rental of uniforms through ., industrial _M21a,_Iggg!���accessoriea_ILLg_ Buy Board Contract Number 587-19,_ for an amount not to exceed $90,000 in total for the remaining two year contract period. C. PUBLIC HEARINGS D. PLANNING AND DEVELOPMENT D-1 FP 2020-07 Consideration of a request from Ion Desiqn Group final plat o City Point Addition Phase 1, being 22.5 53acres located at 4400 City Point Drive. D-2 Ordinance No. 3663, consideration of gLe request from Convergence Qgpj!gL_LLQ for a variance to the distance requirements for the sale of alcohol for on-premise consumption on 8.443acres in the 9000block of Mid-Cities Boulevard and described as Tract 12G, Tan K. Martin Survey, Abstract 1055. E. PUBLIC WORKS F. GENERAL ITEMS F-1 Consider Ordinance No. 3664 all matters incident and related to the sale and issuance of the City of North Richland Hills.,_ Texas Tax and Waterworks and Sewer System (Limited Pledge) evenue Certificates o Obligation, Series aa, including the adoption of Ordinance No. 3664, authorizing the issuance of such certificates 2Lobligation. F-2 Consider Ordinance No. 3665 all matters incident and related to the sale and issuance of the_City of North Richland Hills Texas General Obligation Bonds, Series 2020 including the adoption of Ordinance No. 3665, authorizing the issuance of such bonds and all incident and related matters. Monday, September 14, 2020 City Council Agenda Page 2 of 3 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. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA H. INFORMATION AND REPORTS - MAYOR PRO TEM TURNAGE 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 with Chapter 551 , Texas Government Code on Friday, September 11, 2020 by 3:00 PM. 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. Monday, September 14, 2020 City Council Agenda Page 3 of 3 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Approve minutes of the August 3, 13 and 17, 2020 special City Council meetings. 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 August 3, 13 and 17, 2020 special City Council meetings. MINUTES OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE AUGUST 3, 2020 Via Webex Video Conference SPECIAL MEETING A. CALL TO ORDER Mayor Trevino stated in accordance with the Texas Governor's March 13, 2020 Disaster Declaration and subsequent suspension of certain Texas Open Meetings Act Provisions, this August 3, 2020 special meeting of the North Richland Hills City Council is hereby called to order at 7.00 p.m. Mayor Trevino stated that tonight's meeting will be conducted using Webex video conference in order to observe physical distancing to mitigate the spread of COVID-19. Mayor Trevino conducted a roll call of City Council members to confirm the presence of a quorum. Present via video conference: Oscar Trevino, Mayor Scott Turnage, Mayor Pro Tem, Place 6 Tito Rodriguez, Deputy Mayor Pro Tem, Place 1 Suzy Compton, Place 3 Mason Orr, Associate Mayor Pro Tem, Place 4 Mike Benton, Place 5 Absent: Rita Wright Oujesky, Place 2 Tim Welch, Place 7 Staff present via video conference: Mark Hindman, City Manager Alicia Richardson, City Secretary Maleshia B. McGinnis, City Attorney A.1 INVOCATION Mayor Pro Tem Turnage gave the invocation. August 03, 2020 City Council Meeting Minutes Page 1 of 5 A.2 PLEDGE Mayor Pro Tern Turnage led the Pledge of Allegiance to the United States and Texas flags. A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) There were no items for this category. A.4 CITIZENS PRESENTATION There were no requests to speak from the public. A.5 PUBLIC COMMENTS There were no requests to speak from the public. B. GENERAL ITEMS B.1 SUBMISSION OF THE JULY 24, 2020 APPRAISAL ROLL AND THE CERTIFIED COLLECTION RATES TO THE GOVERNING BODY. Director of Finance Mark Mills informed City Council that Chapter 26.04 (b) of the Texas Tax Code requires the assessor to submit the appraisal roll for a taxing unit to the governing body of the taxing unit by August 1, or as soon thereafter as practicable. In addition, the assessor shall certify the anticipated collection rate as calculated for the current year of the governing body. On Friday, July 24, 2020, City staff received the certified tax roll from the Tarrant Appraisal District ("TAD"). Mr. Mills provided a summary for the certified property information. Appraised value $7,872,103,109 Net taxable value $5,956,423,464 Estimated net taxable value $6,349,193,884 Total taxable value of new property $71,101,736 Average single family market value $259,021 Average single family taxable value $206,645 Mr. Mills also stated that the assessor is required to provide the excess debt collection for tax year 2019 and provided the below summary. Tax year 2017 actual collection rate 100.04% Tax year 2018 actual collection rate 99.96% Tax year 2019 actual collection rate 98.45% Tax year 2020 anticipated collection rate 100.00% August 03, 2020 City Council Meeting Minutes Page 2 of 5 Tax year 2019 excess debt collection $0.00 No action from City Council was required for this item. B.2 SETTING AUGUST 13, 2020 AS THE DATE FOR THE TAX RATE PUBLIC HEARING AND VOTE ON PLACING THE TAX RATE ADOPTION ON THE AGENDA OF THE AUGUST 17, 2020 CITY COUNCIL MEETING. APPROVED Director of Budget and Research Robert Myers informed City Council this agenda item is for City Council to set the public hearing date on the proposed tax rate on August 13, 2020 and place the adoption of the tax rate on a future agenda item as an action item. Mr. Myers continued that there are two tax rate options provided tonight for consideration by the City Council. Option #1 - total tax rate of $0.572000 per $100 of valuation. This would be the same tax rate as what was adopted in fiscal year 2019/2020 and is staff's recommendation. The amount of property tax generated would decrease by approximately $176,000 from the amount included in the fiscal year 2020/2021 proposed budget. Staff would offset the loss in revenue by increasing the amount pulled from reserves and by increasing the amount transferred from the fleet internal service fund. Option #2 - total tax rate of $0.575700 per $100 of valuation. This tax rate is the rate currently included in the fiscal year 2020/2021 proposed budget and reflects an increase of$0.0037 from the fiscal year 2019/2020 adopted tax rate of$0.572000. Both of the proposed tax rate options fall below this year's no-new-revenue tax rate of $0.580542 and voter-approval tax rate of $0.584901 . This year the public hearing for the tax year 2020 proposed tax rate is proposed for Thursday August 13, 2020 at 7.00 p.m. Mr. Myers was available to answer questions. Mayor Trevino clarified the proposed fiscal year 2020/2021 budget reflects no salary increase for city employees and reduced and/or eliminated city events. Mayor Trevino expressed his concern with the City drawing down reserves and increasing expenditures in other areas to address COVID-19. He does not want the City to rely too heavily on reserves and not be able to address another downturn in the economy. He expressed his concern with the City's reserves not being sufficient to address expenditures related to COVID-19. The funds received from the CARES ACT have already been allocated and the City is not certain it will receive additional federal funding. Due to the uncertainties, the City Council will need to adjust the tax rate this year or in the near future so as not to fall behind. August 03, 2020 City Council Meeting Minutes Page 3 of 5 In response to Mayor Trevino's comments, Mr. Hindman informed City Council that before the tax values came in; the City had a shortfall of $260,000 less than last year. As a result, the budget includes a number of cuts to special events, employee training, positions being frozen and consideration to freeze any future positions that become vacant. The City is seeing a drop in revenue from a variety of sources including ambulance call revenue, fine revenue, sales tax revenue and concerns with building permit revenue related to construction rebounding being a major concern. Mr. Hindman agreed with Mayor Trevino regarding the tax rate, appropriate timing for a tax rate increase and conveying the necessity for the increase to the citizens. City Council discussed options for continued citizen services, drawing on reserves, and future tax increase. A MOTION WAS MADE BY COUNCIL MEMBER COMPTON, SECONDED BY COUNCIL MEMBER BENTON TO APPROVE THE PROPOSED TAX RATE OF $0.572 PER $100 OF VALUATION WITH $0.339911 BEING USED FOR MAINTENANCE & OPERATIONS AND $0.232089 BEING USED FOR DEBT SERVICE AND THAT ADOPTION OF THE PROPOSED TAX RATE OF $0.572 PER $100 OF VALUATION BE INCLUDED ON THE MONDAY AUGUST 17, 2020 MEETING AS AN ACTION ITEM FOR COUNCIL'S CONSIDERATION OF ADOPTING THE PROPOSED TAX RATE. THE MOTION FAILED 2-3; WITH COUNCIL MEMBER COMPTON AND COUNCIL MEMBER BENTON VOTING IN FAVOR AND MAYOR PRO TEM TURNAGE, DEPUTY MAYOR PRO TEM RODRIGUEZ AND ASSOCIATE MAYOR PRO TEM ORR VOTING AGAINST THE MOTION. A MOTION WAS MADE BY MAYOR PRO TEM TURNAGE, SECONDED BY DEPUTY MAYOR PRO TEM RODRIGUEZ TO SET THURSDAY AUGUST 13, 2020 AS THE DATE FOR A PUBLIC HEARING ON THE PROPOSED TAX RATE OF $0.5757 PER $100 OF VALUATION WITH $0.343611 BEING USED FOR MAINTENANCE & OPERATIONS AND $0.232089 BEING USED FOR DEBT SERVICE AND THAT ADOPTION OF THE PROPOSED TAX RATE OF $0.5757 PER $100 OF VALUATION BE INCLUDED ON THE MONDAY AUGUST 17, 2020 MEETING AS AN ACTION ITEM FOR COUNCIL'S CONSIDERATION OF ADOPTING THE PROPOSED TAX RATE. MOTION TO APPROVE CARRIED 3-2; WITH MAYOR PRO TEM TURNAGE, DEPUTY MAYOR PRO TEM RODRIGUEZ AND ASSOCIATE MAYOR PRO TEM ORR VOTING IN FAVOR AND COUNCIL COMPTON AND COUNCIL MEMBER BENTON VOTING AGAINST THE MOTION. August 03, 2020 City Council Meeting Minutes Page 4 of 5 EXECUTIVE SESSION C. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA Mayor Trevino announced that City Council did not convene into Executive Session. D. ADJOURNMENT Mayor Trevino adjourned the meeting at 7.39 p.m. Oscar Trevino, Mayor Alicia Richardson, City Secretary August 03, 2020 City Council Meeting Minutes Page 5 of 5 MINUTES OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE AUGUST 13, 2020 Via Webex Video Conference SPECIAL MEETING A. CALL TO ORDER Mayor Trevino stated in accordance with the Texas Governor's March 13, 2020 Disaster Declaration and subsequent suspension of certain Texas Open Meetings Act Provisions, this August 13, 2020 special meeting of the North Richland Hills City Council is hereby called to order at 7.12 p.m. Mayor Trevino stated that tonight's meeting will be conducted using Webex video conference in order to observe physical distancing to mitigate the spread of COVID-19. Mayor Trevino conducted a roll call of City Council members to confirm the presence of a quorum. Present via video conference: Oscar Trevino, Mayor Tito Rodriguez, Deputy Mayor Pro Tem, Place 1 Rita Wright Oujesky, Place 2 Suzy Compton, Place 3 Mason Orr, Associate Mayor Pro Tem, Place 4 Mike Benton, Place 5 Absent: Scott Turnage, Mayor Pro Tem, Place 6 Tim Welch, Place 7 Staff present via video conference: Mark Hindman, City Manager Alicia Richardson, City Secretary Maleshia B. McGinnis, City Attorney A.1 INVOCATION Council member Wright Oujesky gave the invocation. August 13, 2020 City Council Meeting Minutes Page 1 of 5 A.2 PLEDGE Council member Wright Oujesky led the Pledge of Allegiance to the United States and Texas flags. A.3 CITIZENS PRESENTATION There were no requests to speak from the public. A.4 PUBLIC COMMENTS There were no requests to speak from the public. B. PUBLIC HEARINGS B.1 CONDUCT A PUBLIC HEARING ON FISCAL YEAR 2019/2020 REVISED BUDGET AND FISCAL YEAR 2020/2021 PROPOSED BUDGET. Mayor Trevino opened the public hearing and called on City Manager Mark Hindman for opening comments. Mr. Hindman presented City Council the 2020/2021 proposed budget including reductions in services, staff positions, employee training, employee educational assistance, employee recognition programs, cancellations and reductions of special events, and elimination of salary increases.There is one added position to the budget for crimes against children, which is partially funded by a federal grant. Mr. Hindman shared Health and Safety operations make up 78% of our budget, which makes it difficult to decrease the budget. Director of Budget and Research Robert Myers provided an overview of the budget informing City Council the fiscal year 2019/2020 revised budget saw significant impacts in the City's major funds due to the COVID-19 pandemic, particularly in the general fund, parks fund, and aquatic park fund. These funds saw a combination of significant drops in revenues, cuts in operational expenditures, and impacts in reserves. This fiscal year a $2.3 million interfund loan is being made to the aquatic fund to mitigate significant impacts to operations from the COVID-19 pandemic. Mr. Myers reviewed the fiscal year 2020/2021 proposed operating budget. The proposed budget is $125.9 million and the general fund is approximately 40%. This fund is used to account for the city's primary services including police, fire, emergency medical services, street maintenance, and parks & library services. Approximately 61% of expenditures in the general fund are dedicated towards public safety services. Approximately 61% of revenue in the general fund comes from property and sales taxes, August 13, 2020 City Council Meeting Minutes Page 2 of 5 with the rest of the funding sources coming from fees, fines, charges, miscellaneous revenues and transfers. Mr. Myers reviewed the special revenue funds.The parks and recreation development fund is $9.75 million. This fund is used to account for the maintenance of City parks and grounds, the NRH Centre, the NRH Tennis Center, and athletic programs. The primary funding source for this fund comes from a dedicated portion of the sales tax and user fees. This year's budget includes funding $689,000 in capital projects including funding for the replacement of the Richfield Park Tennis & Pickleball court. The crime control district fund is $5.6 million. This fund is used to account for crime control and prevention programs including, but not limited to patrol activities, the City's school-resource-officer program, criminal investigations, and community crime prevention. The primary funding source for this fund comes from a dedicated portion of the sales tax. Mr. Myers reviewed the enterprise funds. The utility fund is $38.4 million. This fund is used to account for the operation and maintenance of the city's water and sewer system. The utility fund is supported through user fees for water and sewer treatment services. Roughly 48% of the expenses in this fund are for fixed costs, which includes water purchases, sewer treatment services, and debt service. Water purchases and sewer treatment services are direct charges from the Trinity River Authority and the City of Forth Worth who serve as the City's suppliers. Due to the estimated performance of the fund for fiscal year 2020/2021 , the proposed budget does not include utility rate increases this fiscal year. The aquatic fund is $4.2 million. This fund accounts for the operation of the City's water park, NRH2O, and related capital projects. The aquatic park fund is supported through user fees. The proposed budget includes $100,000 for cash funded capital projects. The golf course fund budget is $2.7 million. This fund is for the operation and maintenance of the Iron Horse Golf Course. The golf course fund is supported through user fees. The fund this year reflects a return to normal operation levels with the expected grand re-opening of the Iron Horse Golf Course in September after the completion of significant renovations and improvements to the course made during the current fiscal year. Lastly, Mr. Myers shared the capital budget is $19.3 million. The majority of the projects included in this year's proposed budget are related to public works projects. Proposed street projects include funding for the reconstruction of Glenview Drive East from Boulevard 26 to Flory Street, a traffic signal at Davis Boulevard and Hightower Drive, and reconstruction of Iron Horse Boulevard from York Street to Browning Drive, which is proposed to be 80% funded through a federal grant in the amount of $7.3 million. Mr. Myers was available to answer questions from the City Council. Mayor Trevino asked Assistant City Secretary Traci Henderson to call on those who completed a public meeting appearance form to speak during the public hearing. Mayor August 13, 2020 City Council Meeting Minutes Page 3 of 5 Trevino announced the date of the next meeting on the budget will be August 17, 2020. There being no one wishing to speak, Mayor Trevino closed the public hearing. B.2 CONDUCT A PUBLIC HEARING ON THE TAX YEAR 2020 (FISCAL YEAR 2020/2021) PROPOSED TAX RATE. Mayor Trevino opened the public hearing and called on Director of Budget and Research Robert Myers to present the item. Mr. Myers informed City Council the purpose of this item is to hold a public hearing on the tax year 2020 tax rate as required by State law. The proposed tax rate for tax year 2020 is $0.5757 cents per $100 of value, which will be used to fund the fiscal year 2020/2021 proposed budget. The proposed tax rate is an increase of $0.0037 cents or a 0.65% increase from the tax year 2019 adopted tax rate. The City's proposed tax rate this fiscal year is below both the no-new-revenue tax rate and voter-approval tax rate. Tax year 2020 taxable values total $6.34 billion. This reflects an increase of 2.6% over tax year 2019 net taxable values. The increase in value for tax year 2020 was driven by increases from new construction and appreciation in existing property values. Residential values account for 65% of the taxable value, commercial accounts for roughly 34% of the taxable value and 1% is mixed between industrial, minerals, and agriculture. The City tax bill for an average single-family home in North Richland Hills with a value of $206,645 and based on the tax year 2020 proposed tax rate of $0.5757 cents would be $1,189.66, which is equivalent to $99.14 per month. Mr. Myers shared with City Council there are a number of exemptions eligible to residents to reduce their tax burden. A homestead exemption of 15% or a senior or disabled person tax ceiling. The City's property tax rate accounts for roughly 22% of the total tax rate before factoring exemptions and the senior tax ceiling. The bulk of the total property tax rate goes to the school district and Tarrant County. Mr. Myers was available to answer questions. Mayor Trevino asked Assistant City Secretary Traci Henderson to call on those who completed a public meeting appearance form to speak during the public hearing. There being no one wishing to speak, Mayor Trevino closed the public hearing. EXECUTIVE SESSION C. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA Mayor Trevino announced that City Council did not convene into Executive Session. August 13, 2020 City Council Meeting Minutes Page 4 of 5 D. ADJOURNMENT Mayor Trevino adjourned the meeting at 7.42 p.m. Oscar Trevino, Mayor Alicia Richardson, City Secretary August 13, 2020 City Council Meeting Minutes Page 5 of 5 MINUTES OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE AUGUST 17, 2020 Via Webex Video Conference SPECIAL MEETING A. CALL TO ORDER Mayor Trevino stated in accordance with the Texas Governor's March 13, 2020 Disaster Declaration and subsequent suspension of certain Texas Open Meetings Act Provisions, this August 17, 2020 special meeting of the North Richland Hills City Council is hereby called to order at 7.00 p.m. Mayor Trevino stated that tonight's meeting will be conducted using Webex video conference in order to observe physical distancing to mitigate the spread of COVID-19. Mayor Trevino conducted a roll call of City Council members to confirm the presence of a quorum. Present via video conference: Oscar Trevino, Mayor Scott Turnage, Mayor Pro Tem, Place 6 Tito Rodriguez, Deputy Mayor Pro Tem, Place 1 Rita Wright Oujesky, Place 2 Suzy Compton, Place 3 Mason Orr, Associate Mayor Pro Tem, Place 4 Mike Benton, Place 5 Tim Welch, Place 7 Staff present via video conference: Mark Hindman, City Manager Alicia Richardson, City Secretary Maleshia B. McGinnis, City Attorney A.1 INVOCATION Council member Compton gave the invocation. August 17, 2020 City Council Meeting Minutes Page 1 of 6 A.2 PLEDGE Council member Compton led the Pledge of Allegiance to the Untied States and Texas flags. A.3 CITIZENS PRESENTATION There were no requests to speak from the public. A.4 PUBLIC COMMENTS There were no requests to speak from the public. B. GENERAL ITEMS B.1 CONSIDER ORDINANCE NO. 3660, ADOPTING THE TAX RATE FOR TAX YEAR 2020. APPROVED Director of Budget and Research Robert Myers informed City Council the purpose for this item is adopt the fiscal year 2019/2020 revised budget and fiscal year 2020/2021 proposed budgets. Mr. Myers reminded City Council the City held a public hearing on the revised fiscal year 2019/2020 budget and proposed fiscal year 2020/2021 budget on Thursday, August 13, 2020 to gather public input. Mr. Myers stated the proposed tax rate for tax year 2020 is $0.5757 cents per $100 of value, which will be used to fund the fiscal year 2020/2021 proposed budget. The proposed tax rate is an increase of $0.0037 cents or a 0.65% increase from the tax year 2019 adopted tax rate. The City's proposed tax rate this fiscal year is below both the no-new-revenue tax rate and voter-approval tax rate. Tax year 2020 taxable values total $6.34 billion. This reflects an increase of 2.6% over tax year 2019 net taxable values. The increase in value for tax year 2020 was driven by increases from new construction and appreciation in existing property values. Residential values account for 65% of the taxable value, commercial accounts for roughly 34% of the taxable value and 1% is mixed between industrial, minerals, and agriculture. The City tax bill for an average single-family home in North Richland Hills with a value of $206,645 and based on the tax year 2020 proposed tax rate of $0.5757 cents would be $1,189.66, which is equivalent to $99.14 per month. Mr. Myers shared with City Council there are a number of exemptions eligible to residents to reduce their tax burden. A homestead exemption of 15% or a senior or disabled person tax ceiling. The City's property tax rate accounts for roughly 22% of the total tax rate before factoring exemptions and the senior tax ceiling. The bulk of the total property tax rate goes to the school district and Tarrant County. Mr. Myers was available August 17, 2020 City Council Meeting Minutes Page 2 of 6 to answer questions. The City Council discussed citizen impact, long term financial health for the city, difficult decisions now and in the future, citizen comments on Tarrant County website. A MOTION WAS MADE BY MAYOR PRO TEM TURNAGE, SECONDED BY COUNCIL MEMBER COMPTON TO APPROVE THE PROPERTY TAX RATE FOR MAINTENANCE AND OPERATION BE SET AT$0.343611 PER$100 OF VALUATION. MOTION TO APPROVE CARRIED 7-0. A MOTION WAS MADE BY COUNCIL MEMBER WELCH, SECONDED BY MAYOR PRO TEM TURNAGE TO APPROVE THE PROPERTY TAX RATE FOR INTEREST AND SINKING BE SET AT $0.232089 PER$100 OF VALUATION. MOTION TO APPROVE CARRIED 7-0. A MOTION WAS MADE BY COUNCIL MEMBER BENTON, SECONDED BY DEPUTY MAYOR PRO TEM RODRIGUEZ TO APPROVE ORDINANCE NO.3660, ADOPTING A TOTAL TAX RATE OF $0.5757 PER$100 OF VALUATION FOR TAX YEAR 2020. MOTION TO APPROVE CARRIED 7-0. B.2 CONSIDER ORDINANCE NO. 3661, ADOPTING THE FISCAL YEAR 2019/2020 REVISED BUDGET AND THE FISCAL YEAR 2020/2021 PROPOSED BUDGET. APPROVED Director of Budget and Research Robert Myers presented item and informed City Council the fiscal year 2019/2020 revised budget included significant impacts in the City's major funds due to the COVID-19 pandemic, particularly in the general fund, parks fund, and aquatic park fund. These funds saw a combination of significant drops in revenues, cuts in operational expenditures, and impacts in reserves. This fiscal year a $2.3 million interfund loan is being made to the aquatic fund to mitigate significant impacts to operations from the COVID-19 pandemic. Mr. Myers reviewed the fiscal year 2020/2021 proposed operating budget. The proposed budget is $125.9 million and the general fund is approximately 40%. This fund is used to account for the city's primary services including police, fire, emergency medical services, street maintenance, and parks & library services. Approximately 61% of expenditures in the general fund are dedicated towards public safety services. August 17, 2020 City Council Meeting Minutes Page 3 of 6 Approximately 61% of revenue in the general fund comes from property and sales taxes, with the rest of the funding sources coming from fees, fines, charges, miscellaneous revenues and transfers. Mr. Myers reviewed the special revenue funds.The parks and recreation development fund is $9.75 million. This fund is used to account for the maintenance of City parks and grounds, the NRH Centre, the NRH Tennis Center, and athletic programs. The primary funding source for this fund comes from a dedicated portion of the sales tax and user fees. This year's budget includes funding $689,000 in capital projects including funding for the replacement of the Richfield Park Tennis & Pickleball court. The crime control district fund is $5.6 million. This fund is used to account for crime control and prevention programs including, but not limited to patrol activities, the City's school-resource-officer program, criminal investigations, and community crime prevention. The primary funding source for this fund comes from a dedicated portion of the sales tax. Mr. Myers reviewed the enterprise funds. The utility fund is $38.4 million. This fund is used to account for the operation and maintenance of the city's water and sewer system. The utility fund is supported through user fees for water and sewer treatment services. Roughly 48% of the expenses in this fund are for fixed costs, which includes water purchases, sewer treatment services, and debt service. Water purchases and sewer treatment services are direct charges from the Trinity River Authority and the City of Forth Worth who serve as the City's suppliers. Due to the estimated performance of the fund for fiscal year 2020/2021 , the proposed budget does not include utility rate increases this fiscal year. The aquatic fund is $4.2 million. This fund accounts for the operation of the City's water park, NRH2O, and related capital projects. The aquatic park fund is supported through user fees. The proposed budget includes $100,000 for cash funded capital projects. The golf course fund budget is $2.7 million. This fund is for the operation and maintenance of the Iron Horse Golf Course. The golf course fund is supported through user fees. The fund this year reflects a return to normal operation levels with the expected grand re-opening of the Iron Horse Golf Course in September after the completion of significant renovations and improvements to the course made during the current fiscal year. Lastly, Mr. Myers shared the capital budget is $19.3 million. The majority of the projects included in this year's proposed budget are related to public works projects. Proposed street projects include funding for the reconstruction of Glenview Drive East from Boulevard 26 to Flory Street, a traffic signal at Davis Boulevard and Hightower Drive, and reconstruction of Iron Horse Boulevard from York Street to Browning Drive, which is proposed to be 80% funded through a federal grant in the amount of $7.3 million. Mr. Myers was available to answer questions from the City Council. August 17, 2020 City Council Meeting Minutes Page 4 of 6 A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUJESKY, SECONDED BY DEPUTY MAYOR PRO TEM RODRIGUEZ TO APPROVE ORDINANCE NO. 3661, ADOPTING THE FISCAL YEAR 2019/2020 REVISED BUDGET AND THE FISCAL YEAR 2020/2021 PROPOSED BUDGET. MOTION TO APPROVE CARRIED 7-0. B.3 CONSIDER RATIFYING AN INCREASE IN PROPERTY TAX REVENUES REFLECTED IN THE FISCAL YEAR 2020/2021 ADOPTED BUDGET. APPROVED Director of Budget and Research Robert Myers informed City Council State law requires a separate vote of the governing board to ratify the property tax increase when a City adopts a budget that will raise more revenue from property taxes than in the previous year. The proposed operations and maintenance accounts for 0.343611 cents of the total 0.5757 cent tax rate and will generate $20 million in tax revenue for the general fund, which is an increase of $935,000 from prior year collections. The debt service rate is 0.232089 cents of the total 0.5757 cent tax rate and will generate $11.2 million in tax revenue for debt service, which is an increase of $1,700 from the prior fiscal year. Mr. Myers was available to answer questions. A MOTION WAS MADE BY DEPUTY MAYOR PRO TEM RODRIGUEZ, SECONDED BY COUNCIL MEMBER COMPTON TO RATIFY THE INCREASE IN PROPERTY TAX REVENUE FOR FISCAL YEAR 2020/2021. MOTION TO APPROVE CARRIED 7-0. B.4 CONSIDER RESOLUTION NO. 2020-035, APPROVING THE CERTIFIED TAX ROLL FOR TAX YEAR 2020. APPROVED Director of Budget and Research Robert Myers informed City Council State law requires that the governing body approve the certified tax roll as a separate action item during the budget and tax rate approval process. The City received the certified tax roll from the Tarrant Appraisal District on Friday July 24, 2020. This year's total estimated net taxable value totals $6.34 billion, which reflects an increase of 2.6% over tax year 2019 values. Mr. Myers was available to answer questions. August 17, 2020 City Council Meeting Minutes Page 5 of 6 A MOTION WAS MADE BY ASSOCIATE MAYOR PRO TEM ORR, SECONDED BY COUNCIL MEMBER WRIGHT OUJESKY TO APPROVE RESOLUTION NO. 2020-035, APPROVING THE CERTIFIED TAX ROLL FOR TAX YEAR 2020. MOTION TO APPROVE CARRIED 6-0. ASSOCIATE MAYOR PRO TEM ORR WAS ABSENT WHEN THE VOTE WAS TAKEN. EXECUTIVE SESSION C. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA Mayor Trevino announced that City Council did not convene into Executive Session. D. ADJOURNMENT Mayor Trevino adjourned the meeting at 7.36 p.m. Oscar Trevino, Mayor Alicia Richardson, City Secretary August 17, 2020 City Council Meeting Minutes Page 6 of 6 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Approve minutes of the regular August 24, 2020 regular 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 regular August 24, 2020 regular City Council meeting. 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 4301 CITY POINT DRIVE AUGUST 24, 2020 Webex Video Conference WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 24th day of August at 6.00 p.m. prior to the 7.00 p.m. regular Council meeting. CALL TO ORDER Mayor Trevino stated in accordance with the Texas Governor's March 13, 2020 Disaster Declaration and subsequent suspension of certain Texas Open Meetings Act Provisions, this August 24, 2020 work session meeting of the North Richland Hills City Council is hereby called to order at 6.01 p.m. Mayor Trevino stated that tonight's meeting will be conducted using Webex video conference in order to observe physical distancing to mitigate the spread of COVID-19. Mayor Trevino conducted a roll call of City Council members to confirm the presence of a quorum. Present via video conference: Oscar Trevino, Mayor Tito Rodriguez, Deputy Mayor Pro Tem, Place 1 Rita Wright Oujesky, Place 2 Suzy Compton, Place 3 Mason Orr, Associate Mayor Pro Tem, Place 4 Mike Benton, Place 5 Tim Welch, Place 7 Absent: Scott Turnage, Mayor Pro Tem, Place 6 Staff present via video conference: Mark Hindman, City Manager Alicia Richardson, City Secretary Maleshia B. McGinnis, City Attorney 1. DISCUSS ITEMS ON REGULAR CITY COUNCIL MEETING. August 24, 2020 City Council Meeting Minutes Page 1 of 9 City Council had no questions for staff. 2. WELCOME AND INTRODUCTION - PUBLIC OFFICIAL, PUBLIC EMPLOYEE OR CITIZEN. City Manager Mark Hindman introduced new Information Technology Director Tim Grizzle. EXECUTIVE SESSION 1. SECTION 551.074: PERSONNEL MATTERS TO DELIBERATE THE EMPLOYMENT, EVALUATION, AND DUTIES OF PUBLIC EMPLOYEES - CITY SECRETARY Mayor Trevino announced at 6.05 p.m. that the City Council would adjourn into Executive Session as authorized by Chapter 551, Texas Government Code, Section 551.074: Personnel Matters to Deliberate the Employment, Evaluation, and Duties of Public Employees - City Secretary. Executive Session began at 6.11 p.m. and concluded at 6.20 p.m. Mayor Trevino announced at 6.20 p.m. that City Council would convene to the regular City Council meeting. REGULAR MEETING A. CALL TO ORDER In accordance with the Texas Governor's March 13, 2020 Disaster Declaration and subsequent suspension of certain Texas Open Meetings Act Provisions, this August 24, 2020 meeting of the North Richland Hills City Council is hereby called to order at 7.00 p.m. using Webex video conference. Mayor Trevino conducted a roll call of City Council members to confirm the presence of a quorum. Present via video conference: Oscar Trevino, Mayor Tito Rodriguez, Deputy Mayor Pro Tem, Place 1 Rita Wright Oujesky, Place 2 Suzy Compton, Place 3 Mason Orr, Associate Mayor Pro Tem, Place 4 Mike Benton, Place 5 Tim Welch, Place 7 August 24, 2020 City Council Meeting Minutes Page 2 of 9 Absent: Scott Turnage, Mayor Pro Tem, Place 6 Staff present via video conference: Mark Hindman, City Manager Alicia Richardson, City Secretary Maleshia B. McGinnis, City Attorney Clayton Comstock, Director of Planning A.1 INVOCATION Associate Mayor Pro Tern Orr gave the invocation. A.2 PLEDGE Associate Mayor Pro Tern Orr led the Pledge of Allegiance to the United States and Texas flags. A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) There were no items for this category. A.4 CITIZENS PRESENTATION There were no requests to speak from the public. A.5 PUBLIC COMMENTS There were no requests to speak from the public. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA No items were removed from the consent agenda. B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS APPROVED A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUJESKY, SECONDED BY ASSOCIATE MAYOR PRO TEM ORR TO APPROVE THE CONSENT AGENDA, AS PRESENTED. MOTION TO APPROVE CARRIED 6-0. August 24, 2020 City Council Meeting Minutes Page 3 of 9 B.1 APPROVE MINUTES OF THE REGULAR AUGUST 10, 2020 CITY COUNCIL MEETING. B.2 AUTHORIZE THE CITY MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT BETWEEN NORTH RICHLAND HILLS AND THE CITY OF ARLINGTON FOR REIMBURSEMENT OF OVERTIME SALARY COSTS ASSOCIATED WITH THE NORTH TEXAS ANTI-GANG CENTER TASK FORCE. B.3 AUTHORIZE THE PURCHASE OF PERSONAL PROTECTIVE EQUIPMENT USING A CITY CONTRACT WITH CASCO INDUSTRIES, INC., IN A TOTAL AMOUNT NOT TO EXCEED $76,713. B.4 CONSIDER RESOLUTION NO. 2020-036, AUTHORIZING THE APPLICATION FOR FISCAL YEAR 2020 ECONOMIC DEVELOPMENT ADMINISTRATION PUBLIC WORKS AND ECONOMIC ADJUSTMENT ASSISTANCE PROGRAM INCLUDING CARES ACT FUNDING. C. PUBLIC HEARINGS CA ZC 2019-21, ORDINANCE NO. 3662, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM SAGE GROUP INC FOR A ZONING CHANGE FROM C-1 (COMMERCIAL) TO NR-PD (NONRESIDENTIAL PLANNED DEVELOPMENT) AT 8616 DAVIS BOULEVARD AND 8612 PRECINCT LINE ROAD, BEING 2.4 ACRE DESCRIBED AS LOTS 1 AND 4, BLOCK 1, GIBSON ADDITION. APPROVED Mayor Trevino opened the public hearing and called on Director of Planning Clayton Comstock to introduce the item. Mr. Comstock informed City Council the applicant is requesting zoning change for 2.4 acres located at 8616 Davis Boulevard and 8612 Precinct Line Road. The area is designated on the Comprehensive Land Use Plan as retail commercial and the current zoning is C-1 commercial. Mr. Comstock provided site photos of the property. Applicant representatives Jerry Hodge with Hodge and Associates, located at 1213 Huron Drive, Grapevine and Curtis Young with Sage Group Inc., located 1130 N. Carroll Avenue, Suite 200, Southlake presented request. Mr. Hodge informed City Council the site once contained a convenience store, car wash and gas station. The proposed development is estimated at $7.5 million. Mr. Hodge noted they included all landowners and developers in their discussion regarding the proposed August 24, 2020 City Council Meeting Minutes Page 4 of 9 development. He shared with City Council they are willing to enter into a developer's agreement with the City. Mr. Hodges outlined the concerns--drainage and screening- -received at the Planning and Zoning Commission. He mentioned they have an agreement with the property owners that are participating in the development. In response to the concern for existing landscaping, the driveway has been moved to preserve the existing trees located in the open space between the site and adjacent residential property. Mr. Young provided an overview of the proposed development and Jody Short, with Lee Engineering LLC, located at 3030 LBJ Freeway, #1660, Dallas discussed the traffic constraints and flow and access to the site. They propose to enclose the existing driveways off Precinct Line Road and create an access point further away from Davis Boulevard that will flow into an internal circular driveway. The access from Precinct Line Road will be a right turn and left turn, with access coming from the development onto Precinct Line Road with a right turn only. Mr. Short mentioned the drainage for Zone B will move through an underground pipe going to the north, which significantly reduces the amount of sheet flow onto Zone E. This change is the result of concerns expressed at the Planning and Zoning Commission. Mayor Trevino asked Cindy Morgan with Avatar Salon to comment on the proposed development. Ms. Morgan, 8624 Davis Boulevard, informed City Council Mr. Hodge included her from the beginning and she believes it will benefit the area and her business. The development will provide signage and a safer entrance for her employees and clients. Council member Welch asked if the applicant considered a right-in/right-out driveway on Davis Boulevard by Discount Tire. Mr. Hodge informed City Council that the Texas Department of Transportation is looking at placing a raised median on Davis Boulevard. Mr. Comstock informed City Council the site plan for Tidal Wave Auto Spa encompasses 1.4 acres and a 3,500 square foot express tunnel car wash with 27 self-service vacuum canopies. The landscape plan provides for 25% of the site to be landscaped. The landscape setback adjacent to Davis Boulevard and Precinct Line Road will include nine (9) street trees, 200+ shrubs, planting beds adjacent to building and parking area and variance to utilize "Texas Sabal Palm". The site plan for Brakes Plus encompasses 1 acre and a 4,960 square foot building. The building will have 21 parking spaces, eight (8) north facing overhead service bay doors, variance request for masonry screening wall located on east property line south of the building and screening fence proposed on north property line adjacent to Avatar Salon. The landscape plan for Brakes Plus provides for 40% of the site to be landscaped. The landscape setback adjacent to Precinct Line Road includes seven (7) street trees, 130+ shrubs and planting beds adjacent to building and parking areas. A buffer yard on the east property line will include seven (7) large August 24, 2020 City Council Meeting Minutes Page 5 of 9 evergreen trees, 24 evergreen shrubs and six (6) preserved large trees. Mr. Comstock stated the traffic study recommends a single access point on Precinct Line Road, relocation of driveway and restriping of Precinct Line Road to accommodate left turn into new driveway. Mr. Comstock reviewed the proposed signage plan. Mr. Comstock commented the conditions for the planned development include a permitted use for an automobile repair shop use that expires three years from effective date of ordinance that converts to a legal non-conforming use. The planned development also states that window signs for the car wash are prohibited; Brakes Plus will have building signage on three sides; outdoor speakers are prohibited on the property; 8-foot polyethylene screening fence around rear parking lot of Brakes Plus, with waiver on remaining property line and waiver to plant "Saba) Palm" as a large tree for Tidal Wave Auto Spa. The Planning and Zoning Commission, at their August 6, 2020 meeting, recommended approval with a vote of 5-1, subject to screening wall at the northeast corner of the auto repair lot and prohibiting window signage on the car wash lot. Mr. Comstock advised that both recommendations have been addressed with the proposed ordinance text and exhibits. Mayor Trevino asked Director of Public Works Caroline Waggoner to comment on the concerns expressed with exiting left to go southbound on Davis Boulevard from the site. Ms. Waggoner informed City Council the Texas Department of Transportation intends to pursue the raised median project on Davis Boulevard. The location by Discount Tire is a prime example of why the raised median is warranted on Davis Boulevard. Staff does not have a date certain when the project will take place on Davis Boulevard, but it will become a right-in/right-out driveway when the raised medians are installed on Davis Boulevard. Mayor Trevino asked Assistant City Secretary Traci Henderson to call on those who wished to speak during the public hearing. The following people spoke in opposition Mr. Matthew Miller, 7021 Avery Lane, Colleyville; Mr. Tim Vokes, 7000 Avery Lane, Colleyville; Chris Ladesich, 7109 Benjamin Way, Colleyville; and Ms. Ranee Horton, 6920 Benjamin Way, Colleyville. There being no one else wishing to speak, Mayor Trevino closed the public hearing. A MOTION WAS MADE BY COUNCIL MEMBER WELCH, SECONDED BY COUNCIL MEMBER BENTON TO APPROVE ORDINANCE NO. 3662, ZONING CHANGE FROM C-1 TO NR-PD AT 8616 DAVIS BOULEVARD AND 8612 PRECINCT LINE ROAD, BEING 2.4 ACRES DESCRIBED AS LOTS 1 AND 4, BLOCK 1, GIBSON ADDITION TO INCLUDE THE SCREENING FENCE ON THE NORTH AND THE THREE SIGNS FOR BRAKES PLUS. MOTION TO APPROVE CARRIED 6-0. August 24, 2020 City Council Meeting Minutes Page 6 of 9 D. PLANNING AND DEVELOPMENT D.1 FP 2020-06 CONSIDERATION OF A REQUEST FROM BEATEN PATH DEVELOPMENT LLC FOR A FINAL PLAT OF THORNBRIDGE NORTH PHASE 2, BEING 5.007 ACRES LOCATED AT 8145 PRECINCT LINE ROAD. APPROVED Director of Planning Clayton Comstock informed City Council the applicant is requesting a final plat for 5.007 acres located at 8145 Precinct Line Road. The area is designated on the Comprehensive Land Use Plan as low density and the current zoning is R-2 single family residential. Mr. Comstock provided site photos of the property. Applicant representative Edward Chadwick with Baird, Hampton & Brown, located at 949 Hilltop Drive, Weatherford, presented the request to consider the final plat for 17 single-family lots for Phase 2 of Thornbridge North. The preliminary plat was approved with variances for lot depth for Lots 5 and 2, and minimum lot width for Lots 6, 7 and 8. There will be public access off Precinct Line Road from existing streets from Phase 1 of Thornbridge North. Mr. Chadwick and was available to answer questions from City Council. Mr. Comstock presented staff's report. The Planning and Zoning Commission, at their August 6, 2020 meeting, recommended approval with a vote of 5-0-1, with Commissioner Welborn abstaining, subject to the Development Review Committee. The applicant has addressed all the comments and staff recommends approval of the request. Mayor Trevino asked Mr. Comstock to address the Homeowner Association for this development, because he does not want the homeowners to run into the same problems as Thornbridge East Phase 5. Mr. Comstock informed City Council this plat has 17 lots and no open space areas with common ownership. Staff has been made aware that Thornbridge North Phase 1 will be annexing the 17 lots of Phase 2, which will be covered by their Homeowner Association. Staff has a copy of their filed instruments. A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUJESKY, SECONDED BY COUNCIL MEMBER COMPTON TO APPROVE FP 2020-06. MOTION TO APPROVE CARRIED 6-0. E. PUBLIC WORKS There were no items for this category. August 24, 2020 City Council Meeting Minutes Page 7 of 9 F. GENERAL ITEMS There were no items for this category. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA APPROVED Mayor Trevino announced that City Council would take action on Section 551.074. Personnel matters to deliberate the employment, evaluation, and duties of public employees - City Secretary. Mayor Trevino asked Mr. Hindman to introduce the item. Mr. Hindman announced that the City Council met in Executive Session to consider the performance of City Secretary Alicia Richardson. The City Council indicated their support of Ms. Richardson who has been the City Secretary since 2014 and they desire to extend her contract to June 23, 2023. The City Council also approved a functional title of Chief Governance Officer to more effectively describe her duties to the public. Ms. Richardson's official job title will be City Secretary/Chief Governance Officer. Based on discussion in Executive Session, he recommends that City Council authorize the mayor to execute the seventh amendment to the employment contract between North Richland Hills and Alicia Richardson. A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUJESKY, SECONDED BY ASSOCIATE MAYOR PRO TEM ORR TO APPROVE THE EMPLOYMENT CONTRACT WITH ALICIA RICHARDSON, AS PRESENTED. MOTION TO APPROVE CARRIED 6-0. H. INFORMATION AND REPORTS H.1 ANNOUNCEMENTS Council member Benton made the following announcements. City Hall and other non-emergency City offices will be closed on Monday, September 7, in observance of the Labor Day Holiday. The Animal Adoption & Rescue Center, Library, Tennis Center and Senior Center will also be closed. The NRH Centre and Iron Horse Golf Course will be open. Garbage and recycling will not be collected. Monday collections will shift to Tuesday and Tuesday collections will be picked up on Wednesday. Keep NRH Beautiful is seeking volunteers for the annual Trash Bash Litter Cleanup event August 24, 2020 City Council Meeting Minutes Page 8 of 9 on Saturday, September 26. Trash bags, gloves and safety vests will be supplied for all volunteers. To help protect the health of our community, volunteers will be asked to follow current health protocols for wearing a face covering, social distancing and sanitizing. Register by September 1 to receive a free t-shirt. You can sign up on the city's website at nrhtx.com/trashbash. Kudos Korner - Amy Stephens, Robert Alt, Jeremy Baugh, Nick Burns, Bryant Harvey and Katherine Ratcliff in Information Technology and Charles Swanigon in Communications - A department director shared her appreciation for the extra time and effort these staff members have put in since March to make sure our public meetings can take place. Without their expertise and dedication, video conference meetings such as this one we are having tonight would not happen. They are always ready and willing to troubleshoot problems and improve processes, and we appreciate all that they do. I. ADJOURNMENT Mayor Trevino adjourned the meeting at 8.54 p.m. Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary/Chief Governance Officer August 24, 2020 City Council Meeting Minutes Page 9 of 9 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Consider award of Bid No. 20-025 to Driscoll Automatic Inc. for FC2101 City Hall Uninterrupted Power Supply (UPS) Battery Replacement at 4301 City Point Dr., in the amount of$67,499. PRESENTER: Chris Amarante, Director of Facilities & Construction SUMMARY: Consider award of Bid No. 20-025 to Driscoll Automatic Inc. for FC2101 City Hall Uninterrupted Power Supply (UPS) Battery Replacement at 4301 City Point Dr., in the amount of$67,499. GENERAL DESCRIPTION: The City of North Richland Hills has critical infrastructure requiring uninterrupted power for operation of electrical equipment. This critical equipment is powered with several uninterrupted power supply (UPS) units. In the event of a loss of power from ONCOR these UPS's "bridge" the power loss with battery power until either ONCOR power is restored or generator power is supplied. UPS's are integral in the distribution of power to server rooms, dispatch, jail, and other critical electrical equipment. UPS's are comprised of complex components that require service with a specialized contractor to perform software upgrades, battery replacement, and emergency repairs in the event of a malfunction. This project consists of replacing (144) of the battery modules at City Hall. Each of the four UPS's have a battery cabinet comprised of 36 battery modules. These battery modules are original equipment and are at the end of their service life. In addition to the replacement of these battery modules being necessary, it would also allow the city to maintain our current service agreement. Notice of the city's intent to bid was advertised as required by state statute and posted on the city's Purchasing Department web page. Numerous contractors were contacted and requested to participate in this process. The city received two bids on July 28, 2020. The bids were not opened and the bid date was extended to August 4, 2020. The city received bids from the same two contractors: • Driscoll Automatic • TKC Enterprises, Inc. The lowest bidder was Driscoll Automatic with a qualifying bid of $67,499. Funding for this project is included in the FY 2020-2021 Adopted Budget. This authorization will allow IrLp NOKTH KICHLAN HILLS the Facilities & Construction Department to purchase these items beginning October 1, 2020. Driscoll Automatic Inc. has favorable history with the city providing this type of service. RECOMMENDATION: Award Bid No. 20-025 to Driscoll Automatic Inc. for FC2101 City Hall Uninterrupted Power Supply (UPS) Battery Replacement at 4301 City Point Dr., in the amount of $67,499. N C) F,T H K I C I-A L A N t:) H I L L. S iq RH TFI E CITY (,,) F CHOICE PUR.C.'HASING D.F",.PARrFMENT REQUESTFOR BID 20-025 FC2101 ("ITY HALL UPS BATTERY REPLACEMENT BIDS DUE SDAY, JULY 289 2020 BY 2,-00 P.M. 1 Contents lN[VTT/\TI()NlT) BID ............................................................................................................_.] []ENlBRA| CONDITIONS.........................................................................................................4 INSURANCE RE()L][KJ-','MI-,NTS.............................................................................................|0 NON-COLLUSION /\FPl[>/\\/ T ()PE|l[)[)E'D .......................................................................ll BIDCER[lflC/\T|[)N.............................................................................................................l7 COMPLIANCE WITH HOUSE BILL l245 .............................................................................|3 FOR DISADVANTAGED BUSINESS UN]FRPRISDS ONLY............................................... l4 [()NPLI( T ()FTN[[EKEST /)OIIS]][[NNAfRUB......................................................................}5 SPECIFICATIONS................................................................................................................... 18 INVI'"FATION TO BID '_Fhe City of North Richland Hills is accepting sealed bids ftom all interested parties 16r: Bid Number: 20-025 Bid 'Fype: REQUEST F'OR BID Bid Name: FC2101 CITY HALL UPS BATTERY RE'PLACEME,NT Bid Due Date: Tuesday, July 28, 2020 Bid Due '_Fime: 2:00 P.M. Central Standard Time Deadline Ibr questions: Date: Thursday, July 23, 2020 Time: 12:00 P.M. Central Standard Time DOCUMENTS MUST BE SUBmi,rTED ELECTRONICALLY VIA: Ltrchase.con,i __._...........__ No oral explanation in regards to the meaning of the specifications will be made, and no oral instructions will be given after the pre-bid meeting and before the award of the contract. Requests tom interested vendors for additional information or interpretation of the information included in the speci f1cat ions should be directed in writing as a question related to this bid on Public Purchase and the question will be answered on Public Purchase. All addendurns will also be posted to Public Purchase. It will be the vendor's responsibility to check all information related to this bid on Public Purchase before submitting a response. The City of North Richland Hills reserves the right to reject in part or in whole all bids submitted, and to waive any technicalities for the best interest of the City of North Richland Hills. 3 (_XEINERAL In submitting this bid, the Bidder understands and agrees to be bound by the following terms and conditions. These terms and conditions shall become a part of the purchase order or contract and will consist of the invitation to bid, specifications, the responsive bid and the contract with attacihments, together with any additional documents identified in the contract and any written change orders approved and signed by a city official with authority to do so. All shall have equal weight and be deemed a part of the entire contract. If there is a conflict between contract documents, the provision more favorable to the City shall prevail. 1. BID TIME It shall be the responsibility of each Bidder to ensure his/her bid are submitted to the Public Purchase website on or before 2:00 P.M. 'rhe official time shall be determined by the Public Purchase Website. The Public Purchase Website will No,r allow bid responses to be uploaded after the closing time. All attached bid documents are to be returned completely filled Out, totaled, and signed. The City of North Richland Hills will not accept any bid documents other than the attached. 2. WITHDRAWING BIDS/PROPOSALS/QUOTES Bids may be withdrawn at any time prior to the official opening; request for non-consideration of bids must be made in writing to the Purchasing Manager and received prior to the time set for opening bids. The bidder warrants and guarantees that his/her bid has been carefully reviewed and checked and that it is in all things true and accurate and free of mistakes. Bidder agrees that a bid price may not be withdrawn or canceled by the bidder for a period of ninety (90) days IbIlowing the date designated for the receipt of bids. 3. IRREGULAR BIDS/PROPOSALS/QUOTES Bids will be considered irregular if they show any omissions, alterations of form, additions, or conditions not called Ibr, unauthorized alternate bids, or irregularities of any kind. flowever,the City of North Richland hills reserves the right to waive any irregularities and to make the award in the best interest of the City. 4. REJECT I ON/DISQUALIFI CATION Bidders will be disqualified and/or their bids rejected, among other reasons, for any of the specific reasons listed below: a) Bid received after the time set for receiving bids as stated in the advertisement; b) Reason for believing collusion exists among the Bidders; c) Bid containing unbalanced value of any item; bid offering used or reconditioned equipment; d) Where the bidder, sub-contractor or Supplier is in litigation with the City of North Richland Hills or where such litigation is contemplated or imminent; e) Uncompleted work which in the judgment of the City will prevent or hinder the prompt completion of additional work, or having defaulted on a previous contract; Lack of competency as revealed by reference checks,financial statement, experience and equipment, questionnaires, or qualification statement; 4 g) Bid containing special conditions, clauses, alterations, items not called for or irregularities of any kind, which in the (..)wner's opinion may disqualify the Bicicicr, However, the City of North Richland Hills reserves the right to waive any irregularities and to make the award in the best interest ofthe City ot'North Richland Hills. s. BID EVALUATION Award of bid, if it be awarded, will be made to the lowest responsible bidder or may be awarded to the bidder that offers the goods and/or services at the best value for the City (Texas Local Government Code, 252.043). In determining the best value the City will consider the following: a) The purchase price; terms and discounts; delivery schedule; b) The reputation of the bidder and of the bidder's goods or services; C) The quality ofthe bidders' goods or services; d) The extent to which the bidder's goods or services meet the City specificationsancl needs; c) The bidder's past relationship with the City; t) Total long term cost to the city to acquire the bidder's goods or services; g) Any relevant criteria specifically listed in the specifications; h) Compliance with all State and local laws, General Conditions and Specifications; i) Results of'tcsting, if required; Warranty and/or guarantee, maintenance requirements and performance data of tile product requested; k) City's evaluation of the bidder's ability to perform to specifications. 6. AWARD OF BID The bid award will be made within sixty (60) clays after the opening of bids. No award will be made until alter investigations are made as to the responsibilities ofthe best bidder. The City ol"North Richland Hills reserves the right to award bids whole or in part when deerned to be in the best interest of"the City. Bidder shall state oil bid form if their bid is "all or none", otherwise it shall be considered as agreeing to this section. Information contained in submitted bid documents shall not be available for inspection until alter the award has been made by the City Council. Requests for this iril'ormation must be Submitted in writing. 7. ASSIGNMEN'r The SLICCCSSfLil bidder may not assign his/her rights and duties under all award without the written consent ofthe North Richland I fills City Manager. Such consent shall not relieve the assignor of liability in the event of default by his assignee. S. SUBS'I'i,rU'I'IONS/EXCI+ 114'IONS Fxceptions/variations from the specifications may be acceptable provided SUCII variations, in. cacti instance, is noted and fully explained in writing and submitted with bid. NO Substitutions or changes in the specifications shall be permitted after award of bid Without prior written approval by the Purchasing Manager, 9. DELIVERY/ACCEPTANCE 5 The delivery date is an important factor ofthis bid and shall be considered during the evailuation process. The City considers delivery time the period elapsing from the time the order is placed until the City receives the order at the specified delivery location. All material shall be delivered F.O.B. City of North Richland Hills to the address specified at the time oforder. AcceptE.mce by the City of North Richland Hills of any delivery shall not relieve the Contractor of any guarantee arantee or warranty, expressed or implied, nor shall it be considered an acceptance of material. not in accordance with the specifications thereby waiving the City of North lZichland Hills tight to request replacement of(letiective material or material not meeting specifications. 10. NOTICE OF' DELAYS Whenever the contractor encounters any difficulty which is delaying or threatens to delay timely prfioance, written notice shall immediately be given to the Purchasing Manager, stating all levant inf'orniation. Such notice shall not in any way be construed as a waiver by the C'ity of any rights or remedies to which it is entitled by law. Delays in performance and/or cornpletion may result in cancellation of agreement. 11. SALES TAX The City of'North Richland Hills is exempt 1rom federal 1.,lxcise and State sales tax; therefore tax must not be added to bid. 12. TIE BIDS In the event of a tie bid, State I.-,aw provides the bid or contract shall be awarded to the local bidder. In cases where a local bidder is not involved, tie bids shall be awarded by drawing lots at the City Council meeting, or as otherwise directed by the Mayor, 13. BRAND NAME OR EQUAL If" iterns are identified by a "brand name" description, such identification is intended to be descriptive, not restrictive, and is to indicate the quality and characteristics of products that will be satisfactory. AS used in this clause, the term "brand name" includes identification of products by make and. model. Such products must be clearly identified in the bid as an equal product and published specifications ofthe equal products offered Must be included with the bid reply. Bids offering CCILIal products will be considered for award if determined by the Purchasing Manager and the user department to be equal in all material respects to the brand name products referenced. The decision ofacceptable "equal" items or variations in the specifications will solely be the City of North. Richland Hills. Unless the bidder clearly indicates in his/her bid that he is offering an "equal" product, his bid shall be considered as offcring the brand name product referenced in the invitation for bids. W. REFERENCES A minimum of three (3) references, preferably located within the Dallas/Fort Worth Metroplex, must be Submitted with each bid. Company name, contact and phone number must be included with each reference. 6 15. PROHIBITION AGAINST PERSONAL FINANCIAL INTEREST IN CONTRAC"I'S No employee of the City of North Richland Hills shall have a director indirect financial interest I in any proposed or existing contract, purchase, work, sale or service to or by the City (CMA- 074, Standards of Conduct, Section IV). 16. TERMINATION/NON PERFORMANCE Continuing non-performance of the vendor in terms of Specifications shall be a basis for the termination of the contract by the City. The City of'North. Richland Hills reserves the ]right to enforce the performance of this contract in any manner prescribed by law or deemed to be in the best interest of the City in the event of breach or default of this contract. The City reserves the right to terminate the contract immediately in the event the successful bidder fails to L) Meet delivery schedules or, 2.) Otherwise not perform in accordance with these specifications. Breach of contract or default authorizes the City to award to another bidder, and/or purchase elsewhere and charge the I'Lill increase in cost and handling to the definiltinoL, successful bidder, The contract may be terminated by either party UpOn written thirty (30) days' notice prior to cancellation without cause. 17. ATTORNEYS FEES Neither party to this contract shall be entitled to attorney fees for any matter arising Under this contract, whether fior additional work, breach of contrast, or other claim for goods, services, or compensation. All claims for attorney's 1ees are hereby WAIVIJ). 18. INDEMNITY City shall not be liable or responsible for, and shall be saved and held harmless by Contractor from and against any and all suits, actions, losses, damages, claims, or liability of any character, type, or description, including claims for copyright and patent infringement, and including all expenses of litigation, court costs, and attorney's fees for injury or death to any person, or injury to any property, received or sustained by any pet-son or persons or property, arising out of, or occasioned by, directly or indirectly, the performance of Contractor under this agreement, including claims and damages arising in part from the negligence of City, without; however, waiving any governmental immunity available to the CITY under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. It is the expressed intent of the parties to this Agreement that the indemnity provided for in this section is an indemnity extended by Contractor to indemnify and protect City from the consequences of City's own negligence, provided, however, that the indemnity provided for in this section shall apply only when the negligent act of City is a contributory cause of the resultant injury, death, or damage, and shall have no application when the negligent act of City is the sole cause of the resultant injury, death, or damage, unmixed with the legal fault of another person or entity. Contractor further agrees to defend, at its own 7 expense, and on behalf of City and in the name of City, any claim or litigation brCDught it] connection with any such injury, death, or damage. The Contractor will secure and maintain Contractual Liability insurance to cover this indemnification agreement that will be primary and noncontributory as to any insurance maintained by the City for its own benefit, including self-insurance. 19. PERFORMANCE AND PAYMENT BONDS In the event the total contract amount exceeds $100,000, the Contractor shall be required to execute aperformance bond in the amount ofone hundred (100) percent ofthe total contract price; if the total contract amount exceeds $50,000 the contractor shall be required to execute a payment bond in the amount ol"one hundred (100) percent of the total contact price, each in standar-d forms for this purpose, guaranteeing faithful performance of work and guaranteeing payrneiit to all persons supply labor and materials or furnishing any equipment in the execution of the contract. It is agreed that this contract shall not be in effect until such performance and payment b(--)nds are furnished and approved by the City of North Richland Hills. No exceptions to this provision allowed. Unless otherwise approved in writing by the City ol"North Richland Hills, the surety cc)mpany underwriting the bonds shall be acceptable according to the latest list of companies holding certificates of authority fi orn the Secretary of the Treasury of`the United States. Attorneys-in-fact who sign bid bonds or contract bonds must file with each bond a certified and current copy of their power of attorney. 20. INTERLOCAL AGREEMENT Successful bidder agrees to extend prices and terms to all entities who have entered into or will enter into joint purchasing interlocal cooperation agreements with the City of North Richland I fills. lyj Yes, we agree No, we do not agree 21. ELECTRONIC PROCUREMENT 'The City of'North Richland Hills has adopted policies and procedures complying with Local Government Code Section 252.0415, Section 271.906 and Section 2155.062. The City of North Richland Hills may receive submittals in electronic form in response to procurement requests. However, a bid that is submitted non-electronically by the due date and time will be accepted and then entered electronically by Purchasing after the bid opening. 22. COMPLIANCE WITH SB 89: Vendor agrees per FIB 89 ofthe 85th Texas Legislative Session, and in accordance with Chapter 2270 of theTexas Government Code, vendor has not and shall not boycott Israel at any time while providing products or services to the City of North Richland Hills. Yes, we agree No, we do not agree 8 23. COMPLIANCE WITH SB 252: Vendor agrees per S13 252 of the 85"' Texas Legislative Session, and in accordance with Chapter 2252 of the Texas Government Code, vendor shall not do business with Iran, Sudan or a... foreign terrorist organization while providing products or services to the City of North Richland THills. i Yes, we agree [ ] No, we do not agree * By selecting no, vendor certifies that it is affirmatively excluded from the federal sanctions regime by the United States government and is not subject to the contract prohibition under Section 2252,154 of the Texas Government Code. Vendor shall provide sufficient documentation to the City of such exclusion prior to award of any contract for goods or services. 24. ET141CS AND COMPLIANCE POLICY The City's Ethics and Compliance Policy can be found at The City of North Richland Hills Purchasing Division webpage - Or you may request a copy f-rorn the Purchasing f>ivision. Acknowledgment - The City of North Richland Hills' Internal F'thics and Compliance Policy has been made available to me. I understand the expectations ol.ethical behavior and compliance with the law, and agree to adhere to the City's ethics policies. I agree I do not agree 25. DEPARTMENT OF TRANSPORTATION (TXD0T) RELATED BIDS "The City of North Richland [fills, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000cl-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be aff6rded Itill and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." Due care and diligence has been used in preparation of this information, and it is believed to be substantially correct. However, the responsibility for determining the ftill extent of the exposure and the verification of all information presented herein shall rest solely with the bidder. 'The City of North Richland Hills and its representatives will not be responsible for any errors or omissions in these specifications, nor for the tailure on the pail of the proposer to determine the full extent of the exposures. 9 DRISA-1 CER 'IFILIABILITY INSURANCE DATE(MM/DD/YYYY) o7r3or2o2o THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICA E HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED E3Y THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsements. PRODUCER 918-743-8811 CONTACT Thad Leonard RICH&CARTMILL, INC NAMEPHONE 2738 East 51st#i400 (A/C,No,Ext):918-743-8811 AX ) 18-744-8429 AlC,No Tulsa, OK 74105 E-MAIL Thad Leonard ADDRESS: INSURER(SJ AFFORDING COVERAGE NAIL# INSURER_A:Hartford Accident& Indemnity 22357 N�uRE� Automatic Control Inc INSURER S:Sentinel Insurance Company 11000 nscoll - P O Box 52683 _INSURER c Tulsa,OK 74152-0683 INSURER D: NSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT To ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR —TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 38SBABW1295 43/27/2020 a3/27r2a21 DAMAGE TO RENTED 1,aaa,aa0 -- PREMISES.Ea occurrence MED EXP(Any one person) $ 1 a,aaa PERSONAL&ADV INJURY g 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,aO0,O00 PRO- _ POLICY _ JECT _ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER __. _.._. ......___ A $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 X ANY AUTO 38UECZF4046 03/27/2020 03/27/2021 BODILY INJURY(Per person) $ ..--- OWNED ..... SCHEDULED ....- ......_ ._ _ AUTOS ONLY AUTOS BODILY INJURY AUTOS (Per accident) $ HIRED N PROPERTY DAMAGE -- - AUTOS ONLY AUTOS ONLYLY ,(Per accident) ._._ $ $ B X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE 38SBABW1296 03/27/2020 03/27/2021 -... -__.. ... ......... AGGREGATE $ 4,000,000 DED RETENTION WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE I E L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? _-I NIA A ACCIDENT $ (Mandatory in NH) If yes,describe under E L DISEASE-EA EMPLOYE $ DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E............ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of North Richland Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 4301 City Point Drive Richland Hills, TX 76180 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NON-COLLUSION AFFIDAVII" OF BIDDER State of VA/V County 01' verifies that: (Narne) I I le/She is owner, partner, officer, representative, or agent of has submitted the attached --------------- bid: (Company Name) (2) He/She is fully informed in respect, to the preparation, contents and circumstances ii-I regard to attached bid; (3) Neither said bidder nor any of its officers, partners, agents or employees has in any \,vay colluded, conspired or agreed, directly or indirectly with any other bidder, Firm or person to Submit a collusive or sham bid in connection with attached bid and the price or prices quoted herein are fair and proper. S I GTNATt If" 5 1 "A z z .1............ PRINTED NAMF" Subscribed and sworn to before me this Day of 2020. P AT r 6 A R), 411 N()'-I'ARY PUBLIC in and for U 3 . OF County, .......... My commission expires: O THIS FORM MIJST BE COMPLETED, NOTARIZED AND SUBMITTED W11-tj 1311) 11 BID CERTWICATJON The Undersigned, in submitting this bid, represents arid certifies: a. 1-le/she is fully inforn-ied regarding the preparation, contents and circumstances of the attaclied bid; b. He/she proposes to furnish all equipment/service at the prices quoted herein arid bid i,,.; in strict accordance with the conditions and specifications stated herein; c. There will be at no time a misu ride rstand ing as to the intent ofthe specifications Or conclitions to be overcome or pleaded after the bids arc opened; d. He/she is an equal opportunity employer, and will not discriminate with regard to race, color, national origin, age or sex in the performance of this contract. c, The undersigned hereby certifies that he/she has read, Understands and agrees that acceptance by the City of North Richland Hills oCthc bidder's offer by issuance of purchase order will create a binding contract. Further, he/she agrees to fully comply with documentary forms I-I.Crewith made a [.)art of this specific proCUrernent. COMPANY: 0 /^Y) rl)—' � ADDRESS: 3 2 2- ---------- ------ CI J'Y, STATE & LIP: L ........... TELEPLIONE: FAX ------------------- F,MAJ I-L C" S f G N ATU R 17: PRINTED NAM I-': Z- _ZZ-.J DATE: c 12 COMPLIANCE WITI-I HOUSE BILL 1295 In 2015, the Texas Legislature adopted IIOLISC Bill 12'95, which added section 2252.908 ol' the Government Code. The law states that a governmental entity may not enter into certain contracts with a business entity UnICSS the bLISil-ICSS entity SUbmits a diSCIOSUrC ol'interested parties to the govcri-imental entity at the time the business entity SUbmits the signed contract to the governmental entity. The law applies only to a contract ol'a governmental entity that either (I) requires an action or vote by the governing body ol'the entity or agency bef'ore the contract may be signed or (2) has a VA Lie of at Least $1 Million. The diSCIOSUre rcclLIirCIIICnt applies to a contract entered into on or after Jan Uary 1, 2016. The Texas ["thics Commission has adopted rules necessary to implement the law, prescrit-)ed the diSCIOSUre of"interested parties form, and posted a copy of the form on the commission's website. Filing Process: The commission has made available on its website a new filing application that 111LIst be USeCI to file I,orm 1295. A business entity IIIUst: I ) Use the application to enter the i'CC]Llired int-brination on Form 1295, 2) Print a copy ol'the completed form, which will include a certification of'filing that will contain a unique certification IlUmber. 3) Contract Number ShOUld be the Bid/RFP NLII'111.)Cl- and Bid Title. 4) Sign the printed copy ol'the form (an aUthOrized agent of the business entity IIILISt Sign), 5) Fliffiff include your personal information or have the l6rin notarized, 6) File the completed Form 1295 with the certification of filing with the governmental body with Z-1 which the business entity is entering into the contract. The governmental entity 111LISt notify the commission, LISing the col-111-nission's filing application, ol,the receipt ol'the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. The commission will post the completed Form 1295 to its website within seven business days after receiving notice firom the governmental entity. InIbi-mation regarding how to use the filing application may be 161.111d at M60 I'OrmI295,htm. 13 FOR DISAIWANTAGED BUSINEISS ENTEAU"RISES ()Nl-.,Y DisadvantagK4-Business ert�rises (1)BE are encouraged to participate in the City of North Richland Hills bid process. Representatives from DBE Companies should identify thenise Ives as such and submit a copy of their Certification. The City of North Richland Hills recognizes the certifications of both the State ofTexas Building and Procurement Commission HUB Program and the North Central 'Texas Regional Certification Agency. All companies seeking information concerning DBE certification are urged to contact: Texas Building and Procurement Commission Statewide HUB Program 1711 San Jacinto Blvd., Austin TX 78701-1416 11 0 Box 13 186, Austin, TX 787 1 1-3 1 86 (512) 463-5872 lltti)://W',k'W.Wil)C]()W.St�ItC.tX.LIS/1)1�OCLit�CnICilt/111-o(-'/Iltjt)/Ilt.it)-cel-til'ic�itioll/ ---1 1----------------------------- ---------- ........... North Central Texas Regional Certification Agency 624 Six Flags Drive, Suite 216 Arlington, Texas 76011 (817) 640-0606 I)tti):Hwvv,w.i,icti-c�i.ot�-)- /certii-j(:�itioii.],ittiiI ................... If your company is already certified, attach a copy of your certification to this form and return as part of your packet. Company Names: Representative: Address: City, State, Zip: Telephone No. Fax No. Email address: INDICATE; ALL THAT APPLV: Minority-Owned Business Enterprise —Women-Owned Business Enterprise -Disadvantaged Business Enterprise 14 CON FL I CTO F I NTE'REST (j)U ESTI ON N A IRE Pursuant to Chapter 176 ol'the Texas Local Government Code, a person, or agent ot'a person, who contracts or seeks to contract for the sale or purchase of property, goods, or services with the City o I' North Richland I lillS MLISt file a completed Conflict of interest C]LICStionnaire. The conflict of interest questionnaire 111LIst be tiled with the City Secretary of'the City ol"North Richland f fills no later than the seventh bLISiness day after the person or agent begins contract discussions or negotiations with the City of North Richland I fills or submits to the City of North Richland I fills an application, response to a request lbr proposal or bid, correspondence, or another writing related to a potential agreement With the City ol'North Richland I fills. An updated conflict ol'interest questionnaire 111LIst be tiled in accordance with Chapter 176 of' the Local Government Code. An 01TC11SC Under Chapter 176 is a Class C misdemeanor. The ("onflict ot'Interest OLICStionnaire is included as part Of'this (10CUrnent and can be found at: 11tipstZAni, V. 11iC.S.Sttte.k.us/fo rills/ I(Ladf 1.5 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Log., Regular Session. OFFICEILISE-ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who R rat entity _.,v-d Date Received has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire Must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to he filed. See Section 176M6(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Government Code.An offense under this section is a misdemeanor. Na o vend sab inOS8 alionshtp with localgovernmenjail entity, me'— a lty* questionnaire.(The law requires that you file an updated -o,ni' t bu,"", t later the 7(lTh business day after the date or)which 0" 'o us W' 2 Check tli.b"if you are filing ling an update to a previously . violy filed c ..t ""Pl,'t if', P r'PR't', Id q 1,tirina with a n authority "tty not 'let you became aware that the originally filed questionnaire was incomplete or inaccurate.) 33 Name of local government officer about whom the information is being disclosed. Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of The officer,as described by Section 176.003(a)(2)(A), Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable incorne, other than investment income, from the vendor? E:1 Yes �-] No B. Is the vendor receiving or likely to receive taxable income,other than investment incorne,from or at the direction of the local government officer or a family member of the officer AND the taxable incorne is not received from the local governmental entity? E-1 Yes M] No 5 Describe each employment or business relationship that the vendor named in Section I maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership intere, t of one percent or more. 6 Check this box it the vendor has given the local government officer or a family rnernber of the officer one or more gifts as described in Section 176 003(a)(2)(B), excluding gifts described in Section 176,003(a-1). :77 ---------------------- Signature f vendor doing br.rshaess with f17e governmantal entity Z� Date Form provided by Texas Ethics Commission www'P thics,state.tx(is Revised 11/30,12015 16 CERTIFICATE OF INTERESTED PARTIES room 1295 1 of 1. Complete Nos. I-4 and 6 if there are interested parties. OFFICE US E ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,_and_the city,'state a—ndCOuntry of the_business_e`utit_y_' ___ s place Certificate Number: of business. 2020-653095 Driscoll Automatic Tulsa, OK United States Date Filed: -F"-N—ame(5'f—governmental entity--6r7state agency f—hat is—apa-rty to the contract fo—Fw_W0ih—the f(;_rrn is 08/04/2020 being filed. City of North Richland Hills Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided Linder the contract, 20-025 FC2101 City Hall UPS Battery Replacernent 4. Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 1X:1 6 UNSWORN DECLARATION My name is C and my date of birth is My address is P e- a r -t o L 5 ............- zC (street) (city) (state) (zip code) (COLIntry) I declare under penalty of perjury that the foregoing is true and correct. Executed in .............--County, State of on the--day of J L 20 (month) (year) Al- Signature of authorized agent of contracting business entity (Declarant) Forms provided by'l-exas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d S P E C I H C ATI 0 N S SCOPE OF WORK: 1. Contractor shall provide the services ol'battery nodule replacement I01- fi011r (4) APC Wattery cabinets as described herein. 2. Upon awarding 0l'the SLICCCSSI'Lll bidder shall coordinate with, City Project Manager the proposed timeline and schedule lbr the project. The City will be conducting normal business and the area will be OCCUPICCI during this project. 3. All activity may be SChedUlCd there oday thl-OLIgh 1riday between the hours ol'(S:00 AM tl,-IrOLI()Il 5:00 PM. SatUrdays shall be at Iiscretion of('ontractor with prior approval by the C ity Project Manager. Sunday activity is not permitted. PROJECT SPECIFICS AND LOCATIONS: City flail 4301 City Point Dr. North Richland halls, TX 76180 The successful bidder shall replace all battery modules (144 total modules, 9 strings ol'battery modules -- with each string having 4 individUal battery 1110CIUICS) in the tour (4) battery cabinets. The battery cabinet's serial numbers are: PD1447150089 PD 1447150091 PD 1507350114 PD 1507350107 1. Battery IIIOCILIICS shall be AP(.' by Schneider Electric rnanulaCtUrcd within the last 6 months from date ol'shipment (this will be verified via battery module serial numbers). 2. Refurbished or non-Aft,' by Schneider Electric rrIaIIUt`aCtUI-Cd batteries and or battery modules will not be accepted. 3 Replacernent labor must be performed by a certified Schneider Electric field Service Representative. 4. Removal of'old depicted battery modules shall be by a Schneider Flectric held Service Representative. 5. The certified Schneider Electric l"iled Service Representative Shall Update the system with the new battery information and confirm the battery system is functioning correctly. 18 6 Travel and labor expenses to be included in the pricing. 7. Battery recycling shall be il'ICILided in the pricing. PROJECT GENERAL INFORMATION: I. Contractor to insure compliance with all National, State, and Local codes and ordinanco-s, 2. Two battery cabinets are located on the third floor arid two battery cabinets are locatecl on the second floor. Battery cabinets are all accessible via elevator. 3. The facility has the ability to accept deliveries via a loading dock. 4. Battery modules can be staged until mutually acceptable timeline and SChCdLIIC can be agreed between the Schneider Field Service Representative and the Project Manager. 5. All deliveries shall be coordinated with the Project Manager. 6. All battery InOdUles shall be swapped as not to interrupt critical infrastructure during servicing. 7. Depleted battery 1110dUIC,13 shall be removed, packaged, an(l recycled according to all federal, state, and local environmental regulations. 8. SLICCCSSI*1.11 bidder is responsible for equipment and labor to rnove new battery modules to battery cabinets arid removal ol'clepleted battery modules Irony battery cabinets to the loading dock. 9. Implied work, work specified and not shown and not specified will be executed as 11' I'Lilly described in both ways; and any work or materials which are not directly noted In the specifications but are necessary for the performance of the obViOLIS intentions are to be understood as implied work and will be provided for by the SLICCCSSI'til bidder in original proposal as il'Itilly specifically described. CONTRACTOR'S DUTIES: 1. F"xcept as specifically noted, provide and pay for labor, materials, tools, and CCILlipment, 2. Secure and pay for payment and/or performance bonds as I-CC]Lllrcd by local and state regulatory bodies. Secure and pay for as necessary for proper CXCCLItiOII and condition ot'work; 11. Permits - Building Permit fees will not be charged to the Contractor but must be obtained 11'required by the planning and Inspection Services Department. b. Licenses - Fees will be charged for licenses required to perform work. 4. Comply with all local codes, ordinances, rules, regulations. orders, and other legal requirements 19 ol'public authorities which bear on pci-lorniance o I'*work. 5. The Contractor shall make a thorough inspection of the Job site where the work is to be perIbrined. A thorough examination of these specifications should be made so as to be in formed of the nature 01"the work, labor conditions, or any other matters that inay affect the cost and time completion of the work. Submittal of"hid will be evidence that such an inspection has been made and the various details noted. 6. Checking dimensions at the site: a. Verily all measurements bel'ore ordering any materials or performing any work. b. Report any discrepancies to the City Project Manager for instructions before proceeding, C. No extras will be allowed for variations in existing conditions. 7. Any person employed by the Contractor or Subcontractor who, in the opinion of the City Project Manager, does not perform his work in a skillFul manner, or appears to be incompetent, car to act in a disorderly or intemperate mariner shall at the request of the City Project Manager be immediately removed from the job site and shall not return to work at any portion of"the work as described herein without the approval ol'the City Project Manager. 8. Once the work has begun, the Contractor agrees to fitilly rnan the Job with a superintendent, capable crew, and all materials and equipment necessary fbr Continuous production. Contractor shall be responsible for any costs or damages, including inspection fees, irICUrred by the Owner thrOLIgb the Contractor's failure to ftilly man, stock, or equip the job. 9. Contractors use ol'the premise: a. C'onfinc operations at the site to areas permitted by the Contract (10CLIFIlentS and/or the City Project Manager. b. Assume Full responsibility for protection and safickeeping of' products stored on premises. C. Enter and exit the property only as approved by the City Project Manager. -acility or C(lUil')IIICIII without permission firorn the City cf. ontractor is not to use any City 1, Project Manager. iCLEANING: Ul-,)on completion ol'work, leave the premises scat and clean, to the satisfaction ol'City Pro.ject Manager, ('0Ns'rRU('TI0N SCIIEDULE: Construction shall be completed within 90 (Jay ol'proJect award. 20 QUALITY ASSURANCE: City Project Manager reserves the right to refuse and reject any work where materials or clujality ()I' work, in City Project Manager's opinion does not meet or exceed industry standard and/or ilintended product reSUIL SLJBMn-rALS: All submittals shall be submitted to the City Project Manager for review and approval. Provide the manufacturer data sheets with submittals, PAYMENTS WITIMELD: The Owner may, on aCCOLInt, 01'SUbSeClUently discovered evidence, withhold or nullify any certificate to such extent as may be necessary to protect himself firom loss on aCCOLInt 01': I. Dcicctivc work not remedied. 2. Clairns filed or reasonable evidence indicating probable filing ofclairns. 3. failure ofthe Contractor to make payments Properly to Sub-Contractors or for material or labor. 4, Damage to another contractor. 5. Reasonable doubt that the work can be completed fior the unpaid balance of the contract amount. 6. Reasonable indication the work will not be completed within contract time. When the above grounds are removed or the Contractor provides a Surety Bond satisfactory to the Owner, which will protect the Owner in the allIOLIfIt withheld, payment shall be made for (11110LIMS withheld because of them. PRICE OF WORK: ']'lie Owner agrees to pay the Contractor for fitirnishing ol'all necessary labor, equipment and material, and the satisfactory completion ol'all work, the prices set forth in the Proposal hereto attached, which has been made a part of this contract. All materials embraced in the completion of this Contract 111LISt be in full conformity with the specifications and stipulations herein contained. PAYMENTS FOR WORK: The City Projcct Manager shall review Contractor's applications for payment and supporting data, determine the anIOLInt owed to the Contractor and approve, in writing, payment to Contractor. The city 'reject Manager's approval of'paynients to Contractor 16r work done and any and all payments <Icttially made by Owner shall in no way relieve Contractor fi-orn full and complete responsibility to complete all work according to plans and specifications. 21 FINAL COMPLETION AND ACCEPTANCE,: Upon the project completion, the Contractor shall schedule the required final project inspecticlus with Planning & Developilient and P1111ch-list walk through With the City ProJect Manager. Upon ro'ceipt of the appropriate green tags firom Plaulling & Development and auy/all PLIIICII-JiSt item, have been corrected, the Contractor shall subrnit fior final payment. CLOSE OUT DOCUMENTS: Upon completion ot'pro.ject, Contractor shall subinit a complete list 01'materials used on pro.joct. List, shall include but not be limited to, stock numbers, model numbers, inallUtIaCtUrers, serial numbers, and suppliers. WARRANTY: Contractor shall provide Owner a written one-year warrarity against deflects in material and quality of' work. This warranty is not irICILISiVC Of' ally InallUtacturers' warrauties. Any and all inallLifiaCtUrer warranties shall be iFICILICled in the Contractor's close-out ClOCUITICIlt to the (:ity. FINAL PAYMFAT: Alter receipt by the Owner ol'alt project close Outs documents, warranty, and final invoice; Contractor shall be paid the balance due Linder the terms of'the Contract, within .10 days, provided all contractual obligations are nict. Said payment shall become due in any eVCI'It LIJ)011 said performance by the Contractor. Neither the final payment or any provision in the Contract DOCUIllents relieve Contractor oll'obligations liar fulfillment oll'any warranty. 22 BID FORM FC2101 — REPLACE UPS BATTERIES AT CITY HALL The undersigned, having carefully read and examined the Instructions to Bidders, General Cc)nditions, Supplemental Conditions, Reference Documents, Specifications and having visited the site and familiarized self with all local conditions affecting the work, hereby agrees to provide all labor, materials, equipment, and services necessary to construct and complete the Project in contbri-riity with the Contract Documents and in compliance with all applicable regulations. The undersigned agrees, if awarded the Contract, to execute and deliver to the Owner within, ten days after signing the Contract, (if applicable) the required Performance and Payment Bonds in the amount of 100 percent of the Contract amount, The undersigned agrees to complete the above referenced Project for the base Bid amount of. City Hall Four (4) APC Battery Cabinet Module replacement (BASE Bid) 144 Battery Modules total including all material, labor and equipment 4301 City Point Dr. Dollars $ TIME OF COMPL,ETION: ,.rhe undersigned further agrees to complete within 90 days of project award. alsmk 800-364-7797 a 918-663-6625 * info@driscollautomatic.com RNMIUMMENUIM P.O. Box 52583,Tulsa, OK 74152-0583 23 CITY OF NORTH RICHLAND HILLS July 28, 2020 20-025 FC2101 CITY ALL, UPS BATTERY REPLACEMENT ADDENDUM NO. 1 - RFB EXTENSION 1) This RFB has been extended to 2:00 P.M. (CST)Tuesday August 4,2020. 2) The deadline for questions has been extended to 12:00 P.M. (CST)Thursday July 30, 2020 THIS ADDENDUM MUST BE SIGNED AND RETURNED WITH YOUR RFB RESPONSE. Acknowledge receipt of this addendum by inserting this page with your RFB response. This addendum form is a part of the contract documents and it so modifies, amends, deletes and/or adds to the original RFB document. Name and Address of Company: Authorized Re r n%tive: t S W�.L--AW170(K I Signature: Nanie:--� Me Pi-42�14011d 624, A4 cs'4— Title: Phone: (0 —3 (0 1Z- Fax:51's - Email:(4D S? �( - ,omm 800-364-7797• 918-663-6625 * info@driscollautomatic.com ZZWKWACUMM P.O. Box 52583,Tulsa, OK 74152-0583 P.O. Fox 820609 Nort1�� R ctnland Hills, "F'exas76,982-0609 43011C yPointDiive (817)427-6150 * Fax(817) 4,27-6165 � w a a � o � a � Q+ h o bj� . Aw Ln N N H rm 'A a cn O j ai vi O W CA Lt cn O M � z� En 0 r- CERTIFICATE OF INTERESTED PARTIES room 1295 1 of 1. Complete Nos. I-4 and 6 if there are interested parties. OFFICE US E ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,_and_the city,'state a—ndCOuntry of the_business_e`utit_y_' ___ s place Certificate Number: of business. 2020-653095 Driscoll Automatic Tulsa, OK United States Date Filed: -F"-N—ame(5'f—governmental entity--6r7state agency f—hat is—apa-rty to the contract fo—Fw_W0ih—the f(;_rrn is 08/04/2020 being filed. City of North Richland Hills Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided Linder the contract, 20-025 FC2101 City Hall UPS Battery Replacernent 4. Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 1X:1 6 UNSWORN DECLARATION My name is C and my date of birth is My address is P e- a r -t o L 5 ............- zC (street) (city) (state) (zip code) (COLIntry) I declare under penalty of perjury that the foregoing is true and correct. Executed in .............--County, State of on the--day of J L 20 (month) (year) Al- Signature of authorized agent of contracting business entity (Declarant) Forms provided by'l-exas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Authorize the City Manager to execute a contract with Unifirst Corp., for the rental of uniforms, industrial mats, supplies and accessories through BuyBoard Contract Number 587-19, for an amount not to exceed $90,000 in total for the remaining contract period of two years. PRESENTER: Mark Mills, Director of Finance SUMMARY: The City Council is requested to consider authorizing the City Manager to enter into a contract with Unifirst Corp., for the rental of uniforms, industrial mats, supplies and accessories through BuyBoard Contract Number 587-19. The contract term runs through May 21, 2021 with one renewal option thereafter. The annual amount is not to exceed $45,000 for each year of the contract. GENERAL DESCRIPTION: For FY19-20, citywide departments have utilized Unifirst Corp.'s BuyBoard Purchasing Cooperative Program Contract Number 587-19 for the purchase of rental of uniforms, industrial mats, supplies and accessories. By participating in the BuyBoard program, the city is meeting all state competitive bidding requirements for this purchase. As part of the FY19-20 budget process, City Council approved the funding for the purchase of the rental of uniforms, industrial mats, supplies and accessories. Because the year-to-date expenditures and the one-year renewal with Unifirst Corp. will reach levels that exceed $50,000, staff is required to seek Council's approval for further purchases with this vendor. As long as funds are appropriated in the city's annual budget each year, North Richland Hills would be able to take advantage of the available pricing for the current contract year as well as the one-year renewal. As long as the terms and conditions of the contract do not change, and the BuyBoard contract is renewed through the 2022 term, the remaining renewal will not require additional City Council approval. RECOMMENDATION: Authorize the City Manager to enter into a contract with Unifirst Corp., for the rental of uniforms, industrial mats, supplies and accessories through BuyBoard Contract Number 587-19 for an amount not to exceed $90,000 in total for the remaining contract period of two years. bw P 0.Box 400 Austin, TX 78767-0400 8W 695.2919 / 512.467.0222 / Fax:800.211.5454 buyboard.com April 29, 2019 Sent Via Email: teresajensen@unifirst.com Teresa Jensen Unifirst Corp 3607 E. Commerce St. San Antonio,TX 78220 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative Award Proposal Name and Number: Uniforms and Accessories, Proposal No. 587-19 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal. The contract is effective 6/1/2019 through 5/31/2020, with two possible one-year renewals. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 587-19 on the following web-site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: 1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards You are advised that receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting purchase orders directly from Cooperative members may result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard contract. Therefore, all purchase orders must be processed through the BuyBoard in order to comply. Please forward by email to info@buyboard.com any order received directly from a Cooperative member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas Department Director, Cooperative Procurement 001 m _ 'T� The Local Government Purchasing Cooperative is endorsed by the Texas Association of School Boards, im a- "' Texas Municipal League,Texas Association of Coonlies,and the Texas Association of School Administrators. F F M ti.l Sf Ull � hOO� Endorsed by 'NSBA Ii .uJ� a rciatii>rz MMIRMIMMEMEMEM April 29, 2019 Sent Via Email: teresa_jensen@unifirst.com Teresa Jensen Unifirst Corp 3607 E. Commerce St. San Antonio,TX 78220 Welcome to BuyBoard! Re: Notice of National Purchasing Cooperative Piggy-Back Award Proposal Name and Number: Uniforms and Accessories, Proposal No. 587-19 Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard@ contract based on the above-referenced Proposal. As provided for in the Proposal and your National Purchasing Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 6/1/2019 through 5/31/2020,with two possible one-year renewals. The National Cooperative membership list is available at our website www.buyboard.com/vendor. The list identifies the current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract. You are advised that receipt of a purchase order directly from a National Cooperative member is not within BuyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore,all purchase orders from National Cooperative members must be processed through the BuyBoard. Please forward by e-mail to info@buyboard.com any order received directly from a National Cooperative member. If you inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, �t 1 Arturo Salinas Department Director,Cooperative Procurement v.6.5 i eo P.O.Box 400,Austin, Texas 78767-0400 9 b StJ0.695.29/ uboard.co m y DuCoope,rativePuraliasIng ard 12007 Research Boulevard 'Austin,Texas 78759-2439 - PH: 800-695-2919 • FAX: 800-211-5454• bu board.com prQ osal Name: Uniforms and Accessories PjDl�oAal ®ue Qa QLJ_ --- a and ime: October 25, 2018 at 4:00 PM Locafinn of Prpraosai Qae_J19: Texas Association of School Boards, Inc. BuyBoard Department PronngW Number: 587-19 12007 Research Blvd. Austin,TX 78759 9� afi-e oo�ra>tive F3oard Meetinct Waite: Contract"rime Period:June 1, 2019 through May April 2019 31, 2020 with two (2) possible one-year renewals. UniFirst Corporation October 24, 2018 Name of Proposing Company Date 3067 E. Commerce St. A ) "- Street Address Signature of Auth rized Comp ny Official San Antonio, Texas 78220 Gary Rogers City, State, Zip Printed Name of Authorized Company Official (210) 224-0711 _Regional Vice President Telephone Number of Authorized Company Official Position or Title of Authorized Company Official (210) 226-6942 74-2861951 Fax Number of Authorized Company Official Federal ID Number _ i Page 8 of 80 Proposal Forms COMMJSVCS v.06.14,2018 p I D O wCooperativoPurchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5451 • buyboard.conl The proposing company("you"or"your') hereby acknowledges and agrees as follows: 1. You have carefully examined and understand all Cooperative information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Terms and Conditions, attachments/forms, item specifications,and line items(collectively"Requirements"); 2. By your response ("Proposal's to this Proposal Invitation, you propose to supply the products or services submitted at the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be claimed; 4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in the Proposal and accepted by the Cooperative),including without limitation the Requirements related to: a, conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similar customers; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by another governmental entity or nonprofit entity, in which event you will offer the awarded goods and services in accordance with the Requirements;and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your contract; 5. You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public Information Act request or similar public information law; 6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 7. You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate, and you authorize the Cooperative to take such action as it deems appropriate to verify such information;and 8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other remedy or action provided for in the General Terms and Conditions or by law. Page 9 of 80 Proposal Forms COMPi/SVCS v.06.19.2018 DuCooperativePurchasIng 12007 Research Boulevard ' Austin,Texas 78759-2439 . PH: 800-695-2919 ' FAX: 800-211-5454' hu haard•con V"-Do FIRMA r ION Company: UniFirst Corporation Vendor Contact Name and Mailing Address for Notices: Teresa Jensen ® 3067 E. Commerce St. 78220 Company Website: www,UniFirst.coni Purchase Qrder : All purchase orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to vendors to assist them with retrieving their orders. Please select options below for receipt of purchase orders anti provide the requested information: I will use the internet to receive purchase orders at the following address: E-mail Address: Teresa Jensen@unifirst.com Internet Contact: Teresa Jensen Phone: (210) 224-0711 Alternate E-mail Address: ,Jeremy Bart'los@unifirst.com Alternate Internet Contact: Jeremy Barrios Phone: (830) 741-0823 ❑ Purchase orders may be received by the Designated Dealer(s)identified on my company's Dealer Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract, Bmvat for Quotes("RFQ"l: Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: E-mail Address: TASK@unifirst com Alternate E-mail Address: Teresa iensen@unifirst.com Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard website and e-mail notifications will be sent when they are ready to be retrieved. Please provide the following address, contact and e-mail information for receipt of service fee invoices and related communications: Page 10 of 80 Proposal Forms COP•1P1/SVCS v.06.19.2018 ard DuCopporativoPurchasing 12007 Research Boulevard, Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454• buyboard,com Please choose y one l:l) of the following options for receipt of invoices and provide the requested information: Service fee invoices and related communications should be provided directly to my company at: Mailing address: 3067 E. Commerce St. Department: Regional ©ffices City: San Antonio State: Texas Zip Code: 7822O Contact Name: Accounts fable Phone:_(210) 224-0719 Fax: _(210) 226-6942�E-mail Address: TASB@unifirst.com Alternative E-mail Address: Teresa iensen@unifirst.com ❑ In lieu of my company,I request and authorize all service fee invoices to be provided directly to the following billing agent**: Mailing address: Department: City: State: Zip Code: Contact Name: Phone: Fax: E-mail Address: Alternative E-mail Address: ❑ In lieu of my company, I request and authorize service fee invoices to be provided to the Designated Dealer(s) receiving the purchase order(s)to which the invoiced service fees relate at the address and contact information designated on my company's Dealer Designation form as provided to the Cooperative administrator."* ** If Vendor authorizes a billing agent or Designated Dealer(s)to receive and process service fee invoices, in accordancewith the General Terms and Conditions of the Contract, Vendor specifically acknowledges and agrees that nothing in that designation shall relieve Vendor of its responsibilities and obligations under the Contract including,but not limited to, payment of all service fees under any Contract awarded Vendor. Page 11 of 80 Proposal Forms COA1P1/SVCSv,06.14.2018 Gaoper��tive Purchnstnr/ 12007 Research Boulevard 'Austin,Texas 78759-2439 Pfi: 800-695-2919 ' FAX: 800-211-5454 1 buyboard.corn F1'iI,11'', DYQCI O Ii-- Subsection (a) of Section 44.034 of the Texas Education Corte (Notification of Criminal "istory of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract," Please check(V)one of the following: My company is a publicly-held corporation. (Advance notice requirement does not apply to publicly-held corporation,) ❑ My company is not owned or operated by anyone who has been convicted of a felony. ❑ My company is owned/operated by the following individual(s)who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s): By signature below, I certify that the above information is true, complete and accurate and that I am authorized by my company to make this certification. UniFirst Corporation Company Name Gary Rogers Signature of Autl)-rized ComiYany Official Printed Name DEBAR ENi CERTIFItCATION Neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension,"as described in the Federal Register and Rules and Regulations. Neither my company nor an owner or principal of my company is currently listed on the government-wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. UniFirst Corporation Company Name Gary Rogers Signature of Author' ed Compa y Official Printed Name Page 12 of 80 Proposal Forms COA1P1/SVCs v.06.19.2018 m ard Gooi�erative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5451 ' buybaard,coro (ZESI®ENT/NONRESI®ENT CERTIFICAT��N Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a "resident"proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A "nonresident"proposer is a person who is not a Texas resident. Please indicate the status of your company as a "resident" proposer or a "nonresident"proposer under these definitions. Please check(-A one of the following; certify that my company is a Resident Proposer. ❑ I certify that my company is a Nonresident Proposer. If your company is a Nonresident Proposer,you must provide the following information for your resident state (the state in which your company's principal place of business is located): Company Name Address City State zip Code A. Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? ❑ Yes ❑ No B. What is the prescribed amount or percentage? $ _or % VENDOR EmPLOYMENrCERTIFICATI®N Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor's ultimate parent or majority owner(i) has its principal place of business in Texas; or(ii) employs at least 500 people in Texas. If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company,or majority owner employ at least 500 people in Texas? Please check /)one of the following_ Yes ❑ No i By signature below, I certify that the information in Sections 1 (Resident/Nonresident Certification)and 2 (Vendor Employment Certification) above is true, complete and accurate and that I am authorized by my company to make this certification. I UniFirst Corporation E Company Name i ---- ---- Gary Rogers Signature of Aut rized 4com�p,,� cial Printed Name i I Page 13 of 80 Proposal Forms COMM/SKS v.06.14.2018 r i Dwenoperative oard Parc%asing 12007 Research Boulevard •Austin,Texas 78759-2439• PH: 800-695-2919 ' FAX: 800-211-5454 • huyhoard.com fl015R ► L I ®1( () f ' SIR UM Effective September 1, 2017, a Texas governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. (TEx.Gov'T CODE Ch. 2270) "Boycott Israel" rneans refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. TEx. Gov`r CODE§808.001(1). By signature below, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification. UniFirst Corporation Company Name Gard Rogers Signature"Authrized Compq y Official Printed Name ® DM®EU MATION OR FO-REIGN TERR®R�ST RGAWZAU9 ERI1EXALXDfi Effective September 1, 2017, Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization—specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature below, I certify and verify that Vendor is not on the Texas Comptroller's list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification. UniFirst Corporation Company Name W �) Garry Rogers 0ignature--ao—f Aut riz d Comp y Official Printed Name Page 14 of 80 Proposal Forms CoWVSVCS v.06M.2018 D o oard WC00118ratko PurellasinC 12007 Research Boulevard .Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' j2 oard.corn A proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or "MWBE" and all referred to in this form as a "HUB") is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form. Please check(V) all that apply: ❑ I certify that my company has been certified as a HUB in the following categories: ❑ Minority owned Business ❑ women Owned Business ❑ Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2),who has a service-connected disability as defined by 38 U.S.C. § 101(16),and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense) Certification Number: Name of Certifying Agency: My company has NOT been certified as a HUB. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. UniFirst Corporation Compan ame CA r - P in ed Name i Gary Rogers Signature of Authorized Company Official i I I I Page 15 of 80 Proposal Forms COMM/SVCS v.06.14.2018 PurooperativeParchasing 12007 Research BOLllevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' L)uyho ud_conn A contract awarded under this Proposal Invitation covers only the specific goods and services awarded by the BuyBoard. As explained in the BuyBoard Procurement and Construction Related Goods and Services Advisory for Texas Members ("Advisory'), Texas law prohibits the proctirement of architecture or engineering services through a purchasing cooperative.This BuyBoard contract does not include such services.Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the`texas Government Code) and other applicable law and local policy. The Advisory, available at buyboard.corn/Vendorj , provides an overview of certain legal requirements that are potentially relevant to a Cooperative member's procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. By signature below, the undersigned affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction-related goods or services to a Cooperative member under a BuyBoard contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative mernber with a copy of the Advisory before executing a Member Construction Contract with the member or accepting the member's purchase order for construction-related goods or services, whichever comes first. UniFirst Corporation Company Name �J f Gary Rogers Signature of Author' ed Compan Official Printed Name i October 24 2018 Date i : f k i i I i i r i 4 Page 16 of 80 i Proposal Forms COMh1/SVCS v.0614.2018 � oard wooperatIve Purchasing 12007 Research Boulevard ,Austin,Texas 78759-2439 . PH: 800-695-2919 ' FAX: 800-211-5454 , buy)oard.com 1A1LQ&WftX&-V1RL1-MCA If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. The Cooperative will consider any deviations in its contract award decision, and reserves the right to accept or reject a proposal based upon any submitted deviation. In the absence of any deviation identified and described in accordance with the above,your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation If awarded a contract under this Proposal Invitation. A deviation will not be effective unless accepted by the Cooperative. The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation. _Please check(-V)one of the following Deviations presented by the vendor, ❑ NO; Deviations and accepted by BuyBoard, can be Yes; Deviations found on the following page(s). List and fully explain any deviations you are submitting: Connie W Burkett, CTSBS See"Deviations"form UNFDEVI attached. BuyBoard Contract Administrator PLEASE PROVI f THE FOLLOWING INFORMATION: 1. Shipping Via: ❑Common Carrier Company Truck ❑Prepaid and Add to Invoice ❑Other: 2. Payment Terms: et 30 days ❑ 1% in 10/Net 30 days ❑Other: 3. Number of Days for Delivery: See UNFDEVI ARO 4. Vendor Reference/Quote Number: 5. State your return policy: All Rental items are not applicable. 6. Are electronic payments acceptable? VKes ❑ No 7.Are credit card payments acceptable?vo'�Yes ❑No Unfirst Cor oration i Co pan ame } Gary Rogers ers Signature of Aut q !zed Comp ny Official Printed Name 4J Page 17 of 80 Proposar forms COMM/SKS v.06.11,2018 { i i UniFirst Corporation DEVIATIONS OF AGREEMENT Proposal 4587-19 Uniforms & Accessories for Various Areas The following deviations are for Proposal #587-19, Uniforms & Accessories for Various Areas, specific to the GENERAL.TERMS AND CONDITIONS as part of the Instructions. General Terms and Conditions Section 13.3, Quality, Page 63 Deviation: With regard to a Uniform Rental Service Program, "New" garments will only be issued upon initial delivery and setup of a new Cooperative Member as a Customer of UniFirst. After initial delivery and beginning of service, the Customer may receive garments out of a local stockroom that are not "New", however it will still be in "First Class" condition. This would be for Newly Hired employees being added to the uniform program after the initial installation or for replacement of worn garments. With a Facility Service Rental Program, items such as mats, mops, towels, etc., may not be "New" initially unless there is something that is specifically customized for a Cooperative Member/Customer. All items placed into service will be in "First Class" condition. A Cooperative Member/Customer has the right to request a replacement if a product placed into service initially is not up to their standards. General Terms and Conditions Section EA, Contract Term, Page 69 & 70 Deviation: When beginning a Uniform Rental Service Program, there is a significant-up--front investment tha-t UniFirst has in order to outfit-a-rift Cooperative Member/Customer. With a Uniform Rental Program, this up-front investment is recuperated over time. In the event that a Cooperative Member enters into an agreement with UniFirst to provide a Uniform Rental Service Program, the Cooperative Memberwill be responsible to maintain service with UniFirst for a period starting from the date of initial installation through 36 months as long as the cooperative member has allocated and approved funding in order to facilitate continuation of a program with UniFirst beyond the first 12 months. In the event that the Cooperative chooses not to extend the Contract Term agreement between the Cooperative and UniFirst, then any Cooperative Member that entered into an agreement with UniFirst to provide services will still be liable for continuing that service and may not cancel without cause until after the 36 month period from the initial term has been satisfied as long as funding has been approved to continue the program. In the event that a Cooperative Member cannot allocate funds to continue service, the cooperative member will be responsible for returning all merchandise in use back to UniFirst in usable condition and pay for any lost, damaged, or permanently personalized items and pay for any outstanding invoices up to the point service was provided. UNFDEVI Page 1 of 3 UniFirst Corporation General Terms and Conditions Section E.4, Awarded Pricing, Page 70 & 71 Deviation: Each year, on or around June 1st (Anniversary date of the award between the Cooperative and UniFirst), the prices then in effect for each Cooperative Member being serviced by UniFirst may be increased up to but not to exceed 2%. General Terms and Conditions Section E.5, Packaging, Transportation, and Delivery, Page 70 & 71 Deviation: Due to the specific nature of the UniFirst business cycle the 10 day delivery is not a viable delivery time frame, Once an agreement has been made between the Cooperative Member and UniFirst, a "Try for Size" or measuring of each employee will take place to ensure the garments selected are fabricated to the individual's appropriate sizes. Immediately after the measuring, the information gathered during the measurement meeting is loaded into the UniFirst ordering system. From the date the information is entered to the actual delivery of the goods ranges between four (4) and eight (8) weeks depending on garment selection, special sizing's, or anything above the standard UniFirst specifications as stated in the supplied Catalog. All customers are informed of this prior to the measuring. For current customers adding additional or new employees to the rental program will take between one (1) and two (2) weeks for delivery. The time is solely i predicated on special sizes (shirts 18" or greater and pants with a 44" waist or greater) and can run longer due to their special features. General Terms and Conditions __._ ... . _.._Section EA 1, The BuyBoard; Page..74 . . ... . .. . Deviation: In addition to receiving a Purchase Order from the Cooperative Member for Services to be provided by UniFirst, Unifirst will require the ordering Cooperative Member to enter into a mutually agreeable ancillary agreement with UniFirst in order to secure the up-front investment with the Cooperative Member. In accordance with Section DA of the General Terms and Conditions, the terms of any such ancillary agreement between Unifirst and Cooperative member shall be consistent with, and not supersede, the BuyBoard General Terms and Conditions, General Terms and Conditions Section E.18, Indemnification, Page 76 Deviation: Due to the nature of the possibility of providing garments to a Cooperative Member that may be used for the purposes of Personal Protective Equipment (e.g. Flame Resistant or Hi-Visibility wear), UniFirst cannot, and will not, make any recommendations with regard to Flame Resistant Garments or Hi- Visibility Garments, or any other types of products that could be considered used as part of a Personal Protective Equipment program. UniFirst cannot be held UNFDEVI Page 2 of 3 UnlFfrst Corporation responsible for the improper use of any garments or products provided to a Cooperative Member or its employees, or for any damage or harm this may cause to a Cooperative Member or its employees, up to the extent permitted by the Constitution and laws of the State of Texas, General Terms and Conditions Section E.13, Remedies for Default and Termination of Contract, Page 76 & 77 Deviation: In the event a Cooperative Member terminates a Purchase Order with UniFirst or refuses service or delivery, then the Terms of the Agreement between the Cooperative Member and Uni!'irst will be followed for the purpose of remediation only and will not override the General Terms and Conditions agreed upon between the Cooperative and UniFirst, April 4, 2019 Gary Rogers Date Regional Vjc6 President UnIFirst Corporation .. . . ............ . . .. .. __. ... _ _.....__.... _ _ . . . ............. i f UNFDEV1 Page 3 of 3 Caol�erative Purcha�ln� 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 1514 Fair Park Blvd. Address Harlingen Texas 78550 City State Zip (956) 423-5464 (956) 425-3938 Phone Number Fax Number Curtis Medley Contact Person UniFirst Corporation Company Name 515 E. Beach Ave. Address McAllen Texas 78505 City State Zip (956) 686-0218 (956) 686-0538 Phone Number Fax Number Andy Hernandez Contact Person Page 18 of 80 Proposal Forms COMM/SKS v.06.14.2018 I Dp o wCooperativehirchasing 12007 Research Boulevard Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 • btiyboard.com N/ U � -SILLEBJLis-Tinu If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 455 Airport Road Address Corpus Christi Texas 78405 City State Zip (361) 883-9275 (361) 883-4702 Phone Number Fax Number Karl Granato Contact Person UniFirst Corporation Company Name 4922 Bush St. #119 Address Corpus Christi Texas 78416 City State Zip (361) 857-7662 (361) 857-7064 Phone Number Fax Number Jaime Tovar Contact Person Page 19 of 80 Proposal Forms CQMM/SVCS v.06.14.2018 DuCooper,ativePurclinging 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454' buyhoard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 6000 Bolm Rd. Address Austin Texas 78721 City State Zip (512) 385-3320 (512) 385-3336 Phone Number Fax Number Mike Ferguson Contact Person UniFirst Corporation Company Name 12700 SH 30, Suite 100 Address College Station Texas 77845 City State Zip (979) 774-0577 (979) 774-0890 Phone Number Fax Number Jason McFarland Contact Person Page 20 of 80 Proposal Forms COhiM/SVCS v,06.14.2018 DuCoaporativePurchasIng oard 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboo wd.eor'n If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 114 Ava Drive Address Waco Texas 76643 City State Zip (254) 666-8066 (254) 666-6254 Phone Number Fax Number Michael Moore Contact Person UniFirst Corporation Company Name 200 N. Sam Houston Road Address Mesquite Texas 75149 City State Zip (972) 289-0754 (972) 289-6248 Phone Number Fax Number Bill McFarland Contact Person Page 21 of 80 Proposal Farms COMhi/SVCS v.06.14.2018 ard DwCooperativePurdiasing 12007 Research Boulevard •Austin,Texas 78759-2439 , PH: 800-695-2919 , FAX: 800-211-5454' )uy_board,corn If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 2815 South Eastman Address Longview Texas 75602 City State Zip (903) 236-4025 (903) 236-7288 Phone Number Fax Number David Cooper Contact Person UniFirst Corporation Company Name 1415 Wayne Cabaniss Drive Address Denison Texas 75020 City State Zip (903) 327-8736 (903) 327-8837 Phone Number Fax Number Carl Beauregard I Contact Person 1 i` t r Page 22 of 80 Proposal Forms COMM/SKS v.06.14.2018 i i PCooperative purchas/ng 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454' bLiyt)oard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each IOCatiOn/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product- manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation (Service to Texarkana) Company Name 3840 Industrial Circle Address Shreveport Louisiana 71112 City State Zip (318) 752-3600 (318) 752-3616 Phone Number Fax Number Tommy White Contact Person UniFirst Corporation Company Name 1 Lou Stroup Drive Address Uvalde Texas 78801 City State Zip (830) 278-5665 (830) 278-2684 Phone Number Fax Number David Blenkinsop Contact Person Page 23 of 80 Proposal Forms COhth1/SVCS vA6.14.2018 DuCooperativePurchasiny O ard 12007 Research Boulevard I Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' bu iy�oard,corn If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 603 Mill Run Address Kerrville Texas 78028 City State Zip (830) 257-8090 (830) 257-8086 Phone Number Fax Number Mario Villarreal Contact Person UniFirst Corporation Company Name 3047 E. Commerce Ave. Address San Antonio Texas 78220 City State Zip (210) 222-8695 (210) 227-7959 Phone Number Fax Number Martin Escandon Contact Person Page 24 of 80 Proposal Forms COMP•1JSVCS v.06.14.2018 DD Cooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.corn If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UnWirst Corporation Company Name 9019 Railwood Drive Address Houston Texas 77078 City State Zip (713) 635-1100 (713) 635-2747 Phone Number Fax Number Andy Althaus Contact Person UniFirst Corporation Company Name 13513 South Gessner Road Address Missouri City Texas 77489 City State Zip (281) 261-9632 (281) 261-9514 Phone Number Fax Number Rudy Hernandez Contact Person Page 25 of 80 Proposal Forms COMM/SVCS v.06.14.2018 CQaparaflve PUrchasfifl 12007 Research Boulevard ,Austin,Texas 78759-2439 , PH: 800-695-2919 `FAX: 800-211-5454 ' t)uyboard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract, If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation (Service to Beaumont, Texas) Company Name 240 Signal Street Address Lake Charles Louisiana 70601 City State Zip (337) 497-0061 (337) 497-0953 Phone Number Fax Number Jason Hampton Contact Person UniFirst Corporation Company Name 6920 Commerce Ave Address El Paso Texas 79915 City State Zip (915) 779-3221 (915) 778-2810 Phone Number Fax Number Homero Hernandez Contact Person Page 26 of 80 Proposal Forms COP1PiJSVCS v.06.19.2018 P ard Cf Cooperative Purchnsinrg 12007 Research Boulevard • Austin,Texas 78759-2439- PH: 800-695-2919 1 FAX: 800-211-5454° t uy)oard.corn If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 2900 North Beach Street Address Haltom City Texas 76111 City State Zip (817) 834-7386 (817) 834-7490 Phone Number. Fax Number David Flanery Contact Person UniFirst Corporation Company Name 4407 South Henry S. Grace Freeway Address Wichita Falls Texas 76302 City State Zip (940) 691-0069 (940) 691-0051 Phone Number Fax Number Charles Colarelli Contact Person Page 27 of 80 Proposal Forms COPiDi/SVCS v.06.14.2018 PuGooperativaParchasing ard 12007 Research B011levard 'Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • huyboard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 4210 SE 22"`r Avenue _ Address Amarillo Texas 79103 City State Zip (806) 374-4631 (806) 374-9338 Phone Number Fax Number Shane White Contact Person I r UniFirst Corporation i Company Name 1520 South Crane Address Odessa Texas 79763 City State Zip (432) 332-0548 (432) 332-2412 Phone Number Fax Number i Blake Stephenson Contact Person l i I r Page 28 of 80 Proposal Forms COMM/SVCS v.06.14.2018 A7Cooperative ard Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.con7 If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 3015 West Mariand Address Hobbs New Mexico 88240 City State Zip (575) 393-5290 (575) 397-4784 Phone Number Fax Number Chris Wooten Contact Person UniFirst Corporation Company Name 115 West 19"t Street Address San Angelo Texas 76903 City State Zip (325) 657-2016 (325) 655-21.05 Phone Number Fax Number Abel Flores Contact Person Page 29 of 80 Proposal Forms COPIMJSVCS v.06.14.2018 DuCopperativehirchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 ' PH: 800-695-2919 ' FAX: 800-211-5454' buyboard.com If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. UniFirst Corporation Company Name 1727 East 28t" Street Address Lubbock Texas 79403 City State Zip (806) 762-0541 (806) 763-5700 Phone Number Fax Number Jimmy Gonzales Contact Person UniFirst Corporation Company Name 48 Windmill Circle Address Abilene Texas 79006 City State Zip (325) 695-0570 (325) 698-4234 Phone Number Fax Number Joseph Hernandez Contact Person Page 30 of 80 Proposal Forms CODih1/SVCS v.06.14.2018 D D D ard wCapperativePurchasing 12007 Research BOUIevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers ("Designated Dealers") to receive Cooperative member Purchase Orders on Vendor's behalf, you must complete this form for each dealer you wish to designate, Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor's convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees, If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing. The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion. If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below and have this form signed by an official of your company authorized to make such designation. If you wish to designate multiple dealers, please duplicate this form as necessary. I Not applicable Designated Dealer Name Designated Dealer Address i City State Zip i F Phone Number Fax Number Email address Designated Dealer Tax ID Number*(*attach W-9) Designated Dealer Contact Person f Your Company Name Signature of Authorized Company Official Page 31 of 80 Proposal Forms COMMISWS v.06,14.2018 t S' DCooperative pnrchasIng 12007 Research Boulevard 'Austin,Texas 78759-2439 ' PH; 800-695-2919 ' FAX: 800-211-5454' buyboard.com The Cooperative (referred to as "Texas Cooperative"in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you LUMst indicate the specific regions you will service on this form. If you propose to serve different regions for different products or services included in your proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members(i.e., if you will service only states other than Texas),you must so indicate on this form. Regional Education Service Centers %will service`texas 1. Cooperative members Statewide. 46,6' ® 1 will not service Texas I, Cooperative members I statewide. I will only service members in the regions checked below: arters I" b ��! 1 Edinburg j 7' i ® 2 Corpus Christi 171 3 Victoria 4 Houston 1711 5 Beaumont 73 6 Huntsville ® 7 Kilgore 8 Mount Pleasant ~ Q ® 9 Wichita Falls 71 10 Richardson ® 11 Fort Worth 'l ® 12 Waco ® 13 Austin ~•_ Il ® 14 Abilene 15 San Angelo 16 Amarillo ® 17 Lubbock UniFirst Corporation D 18 Midland Com:3aI71 19 EIPaso �q ® 20 San Antonio Signature of Authori d C mpany 9 icial GarV Rogers ® I will not service members Printed Name of the Texas Cooperative. E Page 32 of 80 Proposal Forms COPIMJSVCS v.06.14.2018 � i f m D D Cooperative harchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 - PH: 800-695-2919 ' FAX: 800-211-5454' buyboardxom If this Texas Regional Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: All products available to all members. r ' I I r r i b Page 33 of 80 Proposal Forms COMM/SVCS v.06.14,2018 k I7 ard P Cooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439, PH: 800-695-2919' FAX: 800-211-5454 ' buAboard.coni The Cooperative offers vendors the Opportunity to service other governmental entities in the United States, including intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete this form if you plan to service the entire United States, or will service only the specific states indicated. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) If you serve different states for different products or services included in your proposal, you must corn plete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services in those states. Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Please check(-1) all that apply: ❑ I will service all states in the United States. V#."I will not service all states in the United States. I will service only the states checked below: ❑ Alabama ❑ Alaska ❑ Nebraska ❑ Arizona ❑ Nevada ❑ Arkansas ❑ New Hampshire ❑ California(Public Contract Code 20118&20652) ❑New Jersey ❑ Colorado ;t/New Mexico ❑ Connecticut ❑ New York ❑ Delaware ❑ North Carolina ❑ District of Columbia ❑ North Dakota ❑ Florida ❑ Ohio ❑ Georgia ❑ Oklahoma ❑ Hawaii ❑ Oregon ❑ Idaho ❑ Pennsylvania ❑ Illinois ❑ Rhode Island ❑ Indiana ❑South Carolina ❑ Iowa ❑ South Dakota ❑ Kansas ❑Tennessee ❑ Kentucky ;Texas ❑ Louisiana ❑ Utah ❑ Maine ❑Vermont ❑ Maryland ❑Virginia ❑ Massachusetts ❑Washington ❑ Michigan ❑West Virginia ❑ Minnesota ❑Wisconsin ❑ Mississippi ❑Wyoming ❑ Missouri ❑ Montana Page 34 of 80 Proposal Forms COPiMJSVCS v.06.14.2018 o WCoolierafivoPurchasing 12007 Research Boulevard, Austin,Texas 78759-2439• PH: 800-695-2919 ' FAX: 800-211-5454' bAtyboard.corn This form will be used to ensure that you can service other governmental entities throughout the United States as indicated. Your signature below confirms that you understand your service commitments during the term of a contract awarded under this proposal. UniFirst Corporation Company Name -- �� Gary Rogers Signature of Autf�rizetl Comp y Official Printed Name If this State Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: All Products available to all members. Page 35 of 80 Proposal Forms COPiPi/SUCS v.06.19.2018 PFCOOPOMMOPHrOhnSIB9 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com In accordance with the Terms and Conditions associated with this Proposal Invitation,a contract awarded under this Proposal Invitation may be "piggy-backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy-back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal. By signing this form, Proposer(referred to in this Agreement as"Vendor")agrees as follows: 1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative') awards Vendor a contract under this Proposal Invitation ("Underlying Award"), the National Purchasing Cooperative ("National Cooperative") may - but is not required to -"piggy-back"on or re-award all or a portion of that Underlying Award ("Piggy-Back Award"). By signing this National Cooperative Vendor Award Agreement ("Agreement"), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein. 2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator ("BuyBoard Administrator") will notify Vendor in writing of such Piggy-Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing. 3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower)competitive pricing and more favorable terms and conditions than those in the Underlying Award. 4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator. 5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy-Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees. 6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict. Proposal Forms COMM/SVCS v.06.14.2018 Page 36 of 80 DuCooperative o ard Purchashly 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.c9m 7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria,Virginia. 8. Vendor acknowledges and agrees that the award of a Piggy-Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy- Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein. WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement. UniFirst Corporation 587-19 Name of V n or Proposal Invitation Number Gary Rogers Signature of Authorize Company 0 cial Printed Name of Authorized Company Official October 24 2018 Date I Proposal Forms COMM/SVCS v.06.14.2018 Page 37 of 80 Caa)�ara#Ive l�nrcfra§Inr/ 12007 Research Boulevard 'Austin,Texas 78759-2439- PH: 800-695-2919 ' FAX: 800-211-5454. biyboard.coin The Cooperative strives to provide its members with the best services and products at the best prices available from vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions. 1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $3,054,310.50, (The period of the 12 month period is Jan-2017 / Dec-2017). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). 2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances. 3. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor, Rows should be added to accommodate as many purchasing cooperatives as required. 1. Federal General Services Administration N 2. T-PASS(State of Texas) N 3. U.S. Communities Purchasing Alliance N 4. National IPA/TCPN N 5, Houston-Galveston Area Council (HGAC) N 6. National Joint Powers Alliance(NJPA) Y 7 Years Uniforms &Facility Sery 7, E&I Cooperative N 8. The Interlocal Purchasing System (TIPS) N 9. Other N/A ❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYDMR12 VENDORS If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts. Current Discount(%): 40o/a+ Proposed Discount (%): 40%+ Explanation: Minimal differences, however there are still 40% or greater savings. i Proposal Forms COMM/SWS v.06.14.2018 Page 38 of 80 D ard Cooperative PurchaslnU 12007 Research Boulevard •Austin,Texas 78759-2439 - PH: 800-695-2919 ' PAX: 800-211-5154 ' uuyboard.com By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. UniFirst Corporation Company Narne A=_, Gary Rogers Signature of Auth 41zeClAnpoybfficial Printed Name i i i Proposal Forms COMM/SVCS v,06,14.2018 Page 39 of 80 { ;F e 3 P 0 0 D ard wCooijerativehirchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com fE� ��f1J�' � For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing price/discounts you offer each customer. The Cooperative may determine whether prices/discounts are fair and reasonable by cornparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ 1. Cameron County/ Michael Forbes/(956) 544-0871 / mforbes@co.county.tx.us /40%+ /$2,295 Weekly 2.Spring Branch ISD / Robert Lipkind /(832) 372-4834 / Robert Iipkind@springbranchisd.com /40%+ /$179 Weekly 3, Plainview ISD / Rick Burke/ (806) 296-4086/ rick.burke@plainviewisd.ora /40%+ / 1,500 Weekly 4. City of Huntington / Shane Price /sprice@cityofhuntington.org / 40%+ / $118 Weekly 5. Cumby ISD / Megan Petty/megan.petty@curnbyisd.net/40%+ / $186 Weekly Do you ever modify your written policies or standard go rnmental sales practices as identified in the above chart to give better discounts(lower prices)than indicated? YES L NO ❑ If YES, please explain: Longer term agreements may allow for lower unit pricing. By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. UniFirst Corporation Comp �y ame Signature of A orized Co any official Gary Rogers Printed Name Proposal Forms MOVSKS v.06.14.2018 Page 40 of 80 DuCoolierativeParcliasing o 12007 Research Boulevard •Austin,Texas 78759-2439• PH: 800-695-2919 ' FAX: 800-211-5454' huyboarcJ.cpw For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard contract,and how you will continue to support the BuyBoard for the duration of the contract period.)ii Attach additional pages if necessary. UniFirst Corporation has provided services to Texas BuyBoard members since May of 2010.We continue to market local governments, school districts and other non-profit organizations that are a part of the Texas BuyBoard.We have recently improved our prospect management system which allows us to consistently communicate the benefits of the Texas BuyBoard program to all potential members which can benefit from a higher quality of service while helping to reduce their total spend for their uniform and facility services. UniFirst Corporation continues to educate our Texas area sales staff on the benefits to the members of Texas BuyBoard and our service teams rneet with our existing Texas BuyBoard member customers to ensure we are consistently meeting their service expectations. UniFirst Corporation is a committed partner with Texas BuyBoard and plans on continuing this partnership. UniFirst Corporation Compan Name -am Signature of Aut I rize Comp y Official Gary Rogers Printed Name Proposal Forms COMNi/SVCS v.06.14.2018 Page 41 of 80 P o ard wCoolioratiffaPurGhaslikil 12007 Research Boulevard 'Austin,Texas 78759-2439, PH: 800-b95-2919 • FAX: 800-211-5454 • buyboard,com A, 1 j ILC 2NffJos+,U • LW-N Ail Proposals, forms, documentation, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, including catalogs and pricelists, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552,001, et. seq.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. Proposer will be notified of any third party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential. Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? Please check N)one of the fol(owing: NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. 1(ES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form. If you responded"YES", you must identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and its Administrator will not be responsible for a Proposer's failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and its Administrator will disclose information when required by law, even if such information has been identified herein as Information the vendor considers confidential or proprietary. Confidential/ Proprietary Information: UniFirst Corporation marketing strategy and procedures are confidential Government References and Price Discount Information Federal and State / Purchasing Cooperative Discount Comparison Form (Attach additional sheets if needed.) Proposal Forms C0MM/SVC5v.06.14.2018 Page 42 of 80 ard Geolierallve PlIrchasln,g 12007 Research Boulevard 'Austin,Texas 78759-2439 - PH: 800-695-2919• FAX: 800-211-5454' buyboard,com RIQUAWMIULOYM0,10-la Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check CA one of the following: NO, Proposal(including forms,documentation,or other materials submitted with the Proposal)does not contain copyright information. YES, Proposal(including forms,documentation,or other materials submitted with the Proposal)does contain copyright information. If you responded`AYES", identify below the specific docurnents or pages containing copyright information, Copyright Information: UniFirst Corporation Catalog(s) included within submission. (Attach additional sheets if needed.) on tt o R 1 � onii! 1 .ntial/Pro'ri � / o rig r i orma 'on o� � oard Met t� BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor its Administrator will be responsible for the use or distribution of information by BuyBoard members or any other party. D.Consent to Release Proposal Tabulation Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publically release, including posting on the public BuyBoard website,a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non- award information. By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. UniFirst Corporation Cgmpa ame kd- t--I�Awiv rgnature of Aut 7 rized Compyn y Official Gary Rogers Printed Name October 24, 2018 Date Proposal Forms COMM/SVCS v.06.14.2018 Page 43 of 80 PUG00perative Purchasing 12007 Research Boulevard ,Austin,Texas 78759-2439, PH: 800-695-2919 1 FAX: 800-211-5454 'tmyboard.cotp Y_ENQQR BU 1NEO NAME By submitting a Proposal, Proposer is seeking to enter into a legal contract with the Cooperative. As such, a Proposer must be an individual or legal business entity capable of entering into a binding contract. Proposers, must completely and accurately provide the information requested below or your Proposal may be deemed non-responsive, Name of proposing Company: GI�� �' �• } ( �r (�l�f t =�D 1� (List the legal name of the company seeking to contract with the Cooperative.Do NOT list an assumed name,dba, aka, etc.here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities,even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.) Please check M one of the following: JMUp 2 Business: Individual/Sole Proprietor Corporation Limited Liability Company Partnership Other If other, identify State of Incorporation(if applicable): Massachusetts Federal Employer Identification Number: 74-2861951 (Vendor must include a completed IRS W-9'form with their proposal) List the Name(s) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: If different than the Name of Proposing Company listed above,only valid trade names(dba,aka,etc.)of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable,must be attached.) UnMrst Corporation I 1 proposal Forms COASPt/SVCS v.06.14.2018 0 Page 44 of 80 i c 9 r Form .. Request for Taxpayer Give Form to the (Rev.November2017) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service M Go to www.irs.gov/FormW9 for instructions and the latest information. i Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. UniFirst Holdings Inc 2 Business name/disregarded entity name,if different from above m 3 Check appropriate box for federal tax classification of the person whose name is entered online 1.Check only one of the 4 Exemptions(codes apply only to m following seven boxes. certain entities,not individuals;see a instructions on page 3): o ElIndividual/sole proprietor or 0 C Corporation ElS Corporation ElPartnership ❑Trust/estate W single-member LLC Exempt payee code(f any) -� 82 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)0- o Note;Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting y LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code if an 'c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that ( Y) 0. is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other(see instructions)I► (Applies to accountslnainlened outside the U.S.) C5 Address(number,street,and apt,or suite no.)See instructions. Requester's name and address(optional) 68 Jons in Road 6 CRy,state,and ZIP code Wilmington,MA 01887 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TiN in the appropriate box.The TIN provided must match the name given on line 1 to avoid social security number �❑ backup withholding.For individuals,this is generally your social security number(SSN).However,fora TE resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).if you do not have a number,see Now to get a TiN,later. or Note:if the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. M74 -- 2 1 8 1 6 1 7 1 9 M51 Certification Under penalties of perjury, i certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because;(a)I am exempt from backup withholding,or(b)1 have not been notified by the internal Revenue Service(IRS)that 1 am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than Interest and dividends,you are not required to sign the certification,but you must provide your correct TiN.See the instructions for Part 11,later. Sign Signature of p. Here U.S.person► Date)- General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISO(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to wwwJrs.gov/FormW9. a Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan Interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(FIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),Individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident (EIN),to report on an information return the amount paid to you,or other alien),to provide your correct TIN. amount reportable on an information return.Examples of information returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TiN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.11-2017) o D 0 uCooperativePurchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454' buyboar(L in EDGAR WHOM CERI MION (2 CFR Part 200 and Appendix II) When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR"). All Vendors submitting proposals must complete this EDGAR Certification Form regarding Vendor's willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This completed form will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. For each of the items below, Vendor should certify Vendor's agreement and ability to comply, where applicable, by having Vendor's authorized representative complete and initial the applicable boxes and sign the acknowledgment at the end of this form. If you fail to complete any item in this form, the Cooperative will consider and may list the Vendor's response on the BuyBoard as "NO,"the Vendor is unable or unwilling to comply. A "NO" response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds. 1. Vendor Violation or Breach of Contract Terms; Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions,as well as any additional terms and conditions in any Purchase Order, Cooperative member ancillary contract, or Member Construction Contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal,you agree to these Vendor violation and breach of contract terms. i 2. Termination for Cause or Convenience; For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply: The Cooperative member may terminate or cancel any purchase order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in r accordance with this Paragraph,the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor's return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s). i If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member's purchase order, ancillary agreement, or Member Construction Contract agreed to by the Vendor, the Cooperative member's provision shall control i i y Proposal Forms COMM/MS v.06.14,2018 I Page 45 of 80 s p � CavperaPive Purcliaslnrl 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 1 FAX: 800-211-5454 • buy imp 3. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of"federally assisted construction contract"in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity"(30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR Part 60,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract"in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. 4. Davis-Bacon Act: When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition,Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at wdol.aov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's acceptance of the wage determination. Vendor further agrees that it shall also comply with the Copeland "Anti-Kickback"Act (40 USC 3145), as supplemented by Department of Labor regulations(29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"), The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 5. Contract Work Flours and Safety Standards Act: Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. i I 6. Right to Inventions Made Under a Contract or Agreement: If the Cooperative member's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. g Vendor agrees to comply with the above requirements when applicable. Proposal Forms COMMJSKS v.06.14.2018 Page 46 of 80 i Dm VC00parativa Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 - PH: 800-695-2919 ' FAX: 800-211-5454' buyboard.com 7. Clean Air Act and Federal Water Pollution Control Act: Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended — Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401- 7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). When required, Vendor-agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. S. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) --A contract award (see 2 CFR 180,220) must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that Vendor is not Currently listed on the government-wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549, 9. Byrd Anti-Lobbying Amendment: Byrd Anti-Lobbying Amendment(31 USC 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment(31 USC 1352). 10. Procurement of Recovered Materials: j For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information I and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory f level of competition, where the purchase price of the Item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. i 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of $150,000, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount,under Vendor's Cooperative Contract Proposal Forms COMM/MS v.06.14.2018 Page 47 of 80 k r Caaparativa Purahasiny 12007 Research Boulevard 'Austin,Texas 78759-2139 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboand.corn 12. General Compliance and Cooperation with Cooperative Members: In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements. Vendor Certification: YES, I agree or Vendor Certification Item No. N® I do NOT a ree Ipitial 1. Vendor Violation or Breach of Contract Terms YES 2. Termination for Cause or Convenience NO (44 3. Equal Employment Opportunity YES 4. Davis-Bacon Act YES 5. Contract Work Hours and Safety Standards Act NO 6. Right to Inventions Made Under a Contract or Agreement YES iMY 7. Clean Air Act and Federal Water Pollution Control Act YES 8. Debarment and Suspension YESj c_ 9. Byrd Anti-Lobbying Amendment YES 10. Procurement of Recovered Materials YES 11. Profit as a Separate Element of Price YES ,J 12, General Compliance and Cooperation with Cooperative Members YES By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. UniFirst Corporation Tmp y Name Signature of Auth ized Compan Official Gary Rogers Printed Name Proposal Forms COMM/SKS v.06.14.201II Page 18 of 80 p Coal�erative PnrcltasJnr� 12007 Research Boulevard ,Austin,Texas 78759-2439• PH; 800-695-2919• FAX; 800-211-5454' bu board.com The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services ("Work' under the BuyBoard contract contemplated by this Proposal Invitation ("Contract'). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where Indicated below, and submit the signed questionnaire and your responses to all questions in one document with your Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will not be considered. 1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. UniFirst Corporation has been in business since 1936 and has operated within the state of Texas since its purchase of Texas Industrial Uniforms in the mid-1980s. UniFirst Corporation is not currently for sale or involved in any transaction that would impact our business. 2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract. UniFirst Corporation has dozens of service locations with strong leadership tenure that allows us to deliver excellent customer service to our customers. Each of our customers has a team of a minimum of three individuals assigned to them that work to communicate and execute any project,issues or additional services needed by the customer. 3. Describe Proposer's financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm's past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or i insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. UnlFlrst Corporation has a strong credit rating and a solid financial profile. With no outstanding debts and significant cash I in reserve, UniFirst Corporation continues to reinvest in technologies that will improve the customer service experiences. f I UniFirst Corporation provides amply insurance coverage options to meet each customer's requirements based on their needs. i To date, none of UniFirst Corporation's principal share or stock holders have been involved in a bankruptcy or insolvency. I i P I i Proposal Forms COD1M/SVCS v.06.14.2018 Page 49 of 80 t PD oard 0 wCoolierativeftrohnshig 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454, 2u board.com 4. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. UniFirst Corporation does not have any loans in default nor does the company have any outstanding financial judgements. S. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination, Due to the nature of our service industry and the terms and conditions of our contract, UniFirst Corporation has and will continue to have customers that will no longer require our services after their contract terms have expired. With over 300,000 customers across the United States and Canada and an expected 7%of our customers falling into the category,we cannot provide a complete list. Reasons for termination include,but not limited to:price,costs of programs,products,service,budget changes,business climate, 6, List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firms past or present owners, principal shareholders or stockholders, officers, agents or employees, that relates to or arises from a contract similar to this Contract or the work contemplated under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status. Due to the nature of our service industry and the terms and conditions of our contract, UniFirst Corporation has and will continue to engage in arbitration proceeding to protect the companies interest.With over 230 locations to service our over 300,000 customers we cannot provide a complete list of every instance.Examples of situations include but not limited to:negligence,contract disputes. By signature below, I certify that the information contained in and/or attached to this Proposal Invitation I Questionnaire in response to the above questions is true and correct and that I am authorized by my company to make this certification. s r 3 UniFirst Corporation Company N me Signature of Autho zed Compa Official I f i Proposal Forms COMM/SVCS v.06.14.2018 Page 50 of 80 I i D oard Cooperative Pureha§htr/ 12007 Research Boulevard •Austin,Texas 78759-2439 , PH: 800-695-2919 • FAX: 800-211-5454 • bu board.com (Please check(J)the following) Completed: Proposer's Agreement and Signature Completed: Vendor Contact Information Completed: Felony Conviction Disclosure and Debarment Certification Completed: Resi(lent/Nonresident Certification Completed: No Israel Boycott Certification W Completed: No Excluded Nation or Foreign Terrorist Organization Certification L%/— Completed: Historically Underutilized Business(HUB)Certification) Completed: Construction Related goods and Services Affirmation Completed: Deviation/Compliance Completed: Location/Authorized Seller Listings (� Completed: Manufacturer Dealer Designation Completed: Texas Regional Service Designation Completed: State Service Designation Completed: National Purchasing Cooperative Vendor Award Agreement Completed: Federal and State/Purchasing Cooperative Experience Completed: Governmental References L Completed: Marketing Strategy Completed: Confidential/Proprietary Information Completed: Vendor Business Name with IRS Form W-9 Completed: EDGAR Vendor Certification Completed: Proposal Invitation Questionnaire Completed: Required Forms Checklist Completed: Proposal Specification Form with Catalogs/Pricelists and Evaluation Items "Catalogs/Pricelists must be submitted with proposal response or response will not be considered. Proposal Forms COMM/SKS v.06.14.2018 Page 51 of 80 l gBoare .o�num v c Proposal Invitation No. 587-13-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered'.) (VOTE:Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form(Form S) mus, follows or proposal may not be considered: Manufacturers shall be listed in alphabetical order Vendor's must list one specific percentage discount for each Manufacturer listed. If a vendor's response to Proposal Specification Form(Form S)states"please see attachment sheet,"all manufacturers liste, indicate per manufacturer the line item that correlates to Proposal Specification Form(Form S)or Vendor's proposal may no! Section I:UNIFORMS FOR PURCHASE-PERFORMANCE RELATED UNIFORMS State Discount Item Percent(%)off Sta No. Short Description Full Description Catalog/Pricelist' Catal Discount(%) Off Catalog/Pricelist for Purchase ri Band Please state the discount(%)off catalog/pricelist for Purchase of 1 Uniforms, Related Band Uniforms,Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Purchase ri Flag Corps Please state the discount(%)off catalog/pricelist for Purchase of ° 2 Uniforms, Related Flag Corps Uniforms,Related Supplies and Accessories. /o Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Purchase of 3 Purchase ri Formal Formal Wear for Bands and Orchestra,Related Supplies and Wear, Related Supplies Accessories(dresses,tuxedos,jackets,pants). Catalog/Pricelist MUST be included or proposal will not be considered. and Accessories Discount(%) Off Catalog/Pricelist for Please state the discount(%) off catalog/pricelist for Purchase of 4 Purchase of Show Choir Show Choir Wear,Related Supplies and Accessories. Wear, Related Supplies Catalog/Pricelist MUST be included or proposal will not be considered. and Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 52 of 80 s COa o pef]IIYG PutChtt7eg Proposal Invitation No. - -19-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered .) State Discount Item Percent(%)off Sta No. Short Description Full Description Catalog/Pricelistl Catal Discount(%) Off Catalog/Pricelist for Purchase ri Please state the discount(%)off catalog/pricelist for Purchase of 5 Cheerleading Uniforms, Cheerleading Uniforms,Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Related Supplies and Accessories Discount(%) Off Catalog/Pricelist for Purchase ri Drill Team Please state the discount(%) off catalog/pricelist for Purchase of 6 Uniforms, Related Drill Team Uniforms,Related Supplies and Accessories. % Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Discount(%)Off Catalog/Pricelist for Purchase of Dancewear, 7 Purchase of Dancewear, Related Supplies and Accessories. Catalog/Pricelist MUST be % Related Supplies and included or proposal will not be considered. Accessories Discount(%) Off Catalog/Pricelist for Purchase ri All Other Please state the discount(%)off catalog/pricelist for Purchase of 8 Performance Related All Other Performance Related Uniforms,Related Supplies Uniforms, Related and Accessories not listed above. Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 53 of 80 AigBoard- Proposal Invitation No. 587-13-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered .) State percent Item of Discount off Sta No. -Short Description Full Description Catalog/Pricelists Catall Section II: UNIFORMS FOR PURCHASE-WORK RELATED UNIFORMS Discount(%) Off Catalog/Pricelist for Purchase of Public Please state the discount(%)off catalog/pricelist for Purchase of 9 Safety(police, fire, Public Safety(police,fire, EMS,security,etc.) Uniforms, % EMS, security, etc.) Related Supplies and Accessories. Catalog/Pricelist MUST be Uniforms, Related included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Purchase of Purchase of Custodial Custodial and Maintenance Uniforms,Related Supplies and ° 10 and Maintenance /o Uniforms, Related Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%)Off Catalog/Pricelist for Purchase ri Food Please state the discount(%)off catalog/pricelist for Purchase of 11 Service Uniforms, Food Service Uniforms,Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Related Supplies and Accessories Discount(%) Off Catalog/Pricelist for Please state the discount(%) off catalog/pricelist for Purchase of 12 Purchase of Medical and Medical and Nursing Uniforms,Related Supplies and % Nursing Uniforms, Accessories. Catalog/Pricelist MUST be included or proposal will not be Related Supplies and considered. Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 54 of 80 . O s froprrathr Parchasiap Proposal Invitation No. s87-19-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered'.) State Percent(%) Item of Discount off Sta, No. Short Description Full Description Catalog/Pricelist' Catab Discount(%) Off Catalog/Pricelist for Purchase ri Business Please state the discount(%) off catalog/pricelist for Purchase of 13 Uniforms(Career Business Uniforms(Career Apparel),Related Supplies and Apparel), Related Accessories. catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Purchase ri Student Please state the discount(%)off catalog/pricelist for Purchase of 14 Uniforms, Related Student Uniforms,Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and Accessories Discount(%) Off Catalog/Pricelist for Purchase ri ARC Please state the discount(%)off catalog/pricelist for Purchase of ARC Rated/Flame Resistant Uniforms,Related Supplies and ° 15 Rated/Flame Resistant Uniforms, Related Accessories. Catalog/Pricelist MUST be included or proposal will not be /o considered. Supplies and Accessories Discount(%) Off Discount (%) O for Please state the discount(%) off catalog/pricelist for Purchase of 16 CatalPurchase ri Industrial Industrial Towels.Catalog/Pricelist MUST be included or proposal will % not be considered. Towels PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 55 of 80 r o aoa Crape atire Parcluslay Proposal Invitation No. 587-19-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered'.) State Percent(%) Item of Discount off Stai No. Short Description Full Description Cataalog/Pricelists Catali Discount(%) Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Purchase of 17 Purchase of All Other All Other Work Related Uniforms,Related Supplies and % Work Related Uniforms, Accessories not listed above. catalog/Pricelist MUST be included or Related Supplies and proposal will not be considered. Accessories Section III: RENTAL UNIFORMS-WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTS Unil Discount(%) Off Cat; Catalog/Pricelist for UniFi Rental Public Safety Please state the discount (%) off catalog/pricelist for Rental of 1$ (police, fire, EMS, Public Safety (police, fire, EMS, security,etc.) Uniforms, See Attached security,etc.) Uniforms, Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Related supplies and Accessories Uni' Cat Discount(%) Off UniF Catalog/Pricelist for Please state the discount(%) off catalog/pricelist for Rental of 19 Rental of Custodial and Custodial and Maintenance Uniforms,Related Supplies and See Attached % Maintenance Uniforms, Accessories. Catalog/Pricelist MUST be included or proposal will not be Related Supplies and considered. Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 56 of 80 gBoard" aaperaWePurcius7vy Proposal Invitation No. 587-19-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered'.) State Percent(%) Item of Discount off Stai No. Short Description Full Description Catalog/Pricelists Catah UniF Discount(%) Off Catalog/Pricelist for Cat< Rental Food Service Please state the discount(%)off catalog/pricelistfor Rental of Food UniFi 20 Uniforms, Related Service Uniforms,Related Supplies and Accessories. Catalog/Pricelist MUST be included or proposal will not be considered. Supplies and See Attached Accessories Unii Discount(%) Off Cat. Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Rental of UniFi 21 Rental of Medical and Medical and Nursing Uniforms,Related Supplies and Nursing Uniforms, Accessories. Catalog/Pricelist MUST be included or proposal will not be Related Supplies and considered. See Attached Accessories Unil Discount(%) Off Catalog/Pricelist for Cat, Rental Business Please state the discount(%)off catalog/pricelistfor Rental of UniFi 22 Uniforms(Career Business Uniforms(Career Apparel),Related Supplies and Apparel), Related Accessories. Catalog/Pricelist MUST be included or proposal will not be See Attached considered. Supplies and Accessories Uni Discount(%) Off Cat Catalog/Pricelist for Please state the discount(%) off catalog/pricelist for Rental of All UniFl 23 Rental of All Other Other Work Related Uniforms,Related Supplies and Work Related Uniforms, Accessories not listed above. Catalog/Pricelist MUST be included or See Attached % Related Supplies and proposal will not be considered. Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page S7 of 80 •a C O OOy[!J(/YE Potchariry Proposal Invitation No. 587-19-Uniforms and Accessories (Catalogs/Pricelists must be submitted with Proposal or Proposal will not be considered .) State Percent Item of Discount off stall No. Short Description Full Description Catalog/Pricelists Catatl Discount(%) Off Unif Catalog/Pricelist for Please state the discount(%) off catalog/pricelist for Rental of Cat; 24 Rental of Industrial Industrial Towels. Catalog/Pricelist MUST be included or proposal will See Attached % UniFi Towels not be considered. Discount(%) Off Unil Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Rental of Cati 25 Rental of Industrial Industrial Mats. Catalog/Pricelist MUST be included or proposal will not See Attached % UniFi Mats be considered. Unil Discount(%) Off Please state the discount % off catalo Cat; Catalog/Pricelist for ( ) g/pricelist for Rental of 26 Rental / Industrial Mop Industrial Mop Service. Catalog/Pricelist MUST be included or See Attached % UniFi proposal will not be considered. Service Discount(%) Off Unil Catalog/Pricelist for Rental ARC Please state the discount(%)off catalog/pricelist for Rental of ARC Cat, Rated/Flame Resistant Uniforms,Related Supplies and ° Uniforms, Related UniFi 27 Rated/Flame Resistant See Attached ACCESSOriES. Catalog/Pricelist MUST be included or proposal will not be /o considered. Supplies and Accessories Discount(%) Off Unil Catalog/Pricelist for Please state the discount % off catalo Cat, Rental of All Other ( ) g/pricelist for Rental of All UniFi 28 Industrial Uniform Other Industrial Uniform Related Products,Supplies and See Attached Related Products, Accessories not listed above. Catalog/Pricelist MUST be included or Supplies and proposal will not be considered. Accessories PROPOSAL NOTE 1.Catalogs/Pricelists are required to be submitted with Proposal. Page 58 of 80 s 2 0 Cnaa allro FarcAulg Proposal No. 587-19-Uniforms and Accessories EVALUATION ITEMS for RENTAL UNIFORMS EVALUATION ITEMS: The Evaluation Items are required for all vendors responding to the UNIFORM RENTAL section of this propo columns on this form must be completed or proposal response will not be considered for the uniform rental category. THE EVALU BE SUBMITTED WITH THE PROPOSAL OR THE PROPOSAL WILL NOT BE CONSIDERED. This document will be used only for purpos of Vendors'price competitiveness.These items will not be individually awarded. Vendors that do not offer any of the evaluation written explanation to request exemption from this requirement The Cooperative may determine,in its sole discretion,whether this requirement based on all information provided with the proposal response. UniFirst-Rental- 32&33 No price in 40%+ 1 Executive Shirt, long sleeve Catalog,2018 catalog. $0.32 Industrial Work Shirt, UniFirst-Rental- 4&5 No price in 40%+ 2 long sleeve,synthetic blend Catalog,2018 catalog. $0.17 Industrial Work Shirt,stripe,long UniFirst-Rental- 12&13 N apalo rice in40%+ 3 sleeve,synthetic blend Catalog,2018 g. $0.25 UniFirst-Rental- 10&11 No price in 40%+ 4 Button Down Shirt, long sleeve catalog. $0.27 Catalog,2018 I UniFirst-Rental- 4&5 No price in 40%+ Catalog,2018 5 Industrial Pants,synthetic blend g, $0.25 UniFirst-Rental- 14 No price in 40%+ 6 Executive Slacks,Cotton Catalog,2018 catalog. $0.41 UniFirst-Rental- 40 No price in 40%+ 7 Blue Denim Jeans,Cotton Catalog, 2018 catalog. $0.35 UniFirst-Rental- 90 No price in 40%+ Catalog,2018 8 4X6 Floor Mat g. $2.93 UniFirst-Rental- 92 N catalog.in 40%+ Catalog,2018 9 Dry Mop,Treated,36 inch g. $0.99 ADDITIONAL CHARGES: UniFirst-Rental- 95 No price in N/A 10 Name Tags, per item Catalog,2018 catalog. $1.50 N/A N/A N/A 11 Prep Charges, per item Not in catalog. $1.00 Page 59 of 80 1 � s taoyvnfte Pvrcdazl»p '.. Proposal No. 587-19-Uniforms and Accessories EVALUATION ITEMS for RENTAL UNIFORMS ADDITIONAL CHARGES: 12 Emblem, per item (specify print or UniFirst-Rental- 95 No price in N/A embroidery) Catalog,2018 catalog. $3.00 13 Emblem 2, per item (specify print or UniFirst-Rental- 95 No price in N/A embroidery) catalog. $3.50 Catalog,2018 14 Environmental Fee(D.E.F.E.) N/A N/A Not in catalog. N/A $3.00 per invoice 15 Energy Surcharge N/A N/A Not in catalog. N/A $0.00 16 Initial Set Up Charges N/A N/A Not in catalog. N/A $0.00 17 Swing Suit Charges N/A N/A Not in catalog. N/A $0.00 18 Minimum Stop Size N/A N/A Not in catalog. N/A $30.00 per invoice 19 Image Guard UniFirst GMP N/A N/A Not in catalog. N/A $0.1g-n gar 9 C ) 9• depending on garmen 20 Deposit Charge N/A N/A Not in catalog. N/A $0.00 SIGNATURE OF COMPANY OFFICIAL: COMPANY NAME: UnWirst Corporation Page 60 of 80 PY7cooporativo Aurchasiny 12007 Research Boulevard • Austin,Texas 78759-2439 PH: 800-695-2919 , FAX: 800-211-5454 ' www.vendor,buyboard.com THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ADDENDUM NO. I The following information becomes a permanent part of the Proposal Invitation document: Included with this Proposal Invitation is a document entitled "Proposal No. 587-19- uniforms and Accessories for Various Areas EVALUATION XTEMS", The Evaluation Items are required for all vendors responding to the UNIFORM RENTAL section of this proposal invitation. All tw- cent_ s in this document must be completed for the Proposal to be considered. EACH EVALUATION ITEM MUST BE COMPLETED IN DETAIL AND THE REQUESTED INFORMATION PROVIDED FOR ALL SPECIFIED AREAS. THE EVALUATION ITEM DOCUMENT MUST BE SUBMITTED WITH THE PROPOSAL OR THE PROPOSAL WILL NOT BE CONSIDERED!!! The evaluation items will be used to determine the price competitiveness of the discounts stated in the Proposal and evaluate Proposer's pricing. The evaluation items will not be awarded individually, as they are for evaluation purposes only. Please sign and return one copy of the addendum with proposal as verification of receipt and compliance with addendum information. Company Name: UniFirst Corporation Address: 3067 E. Commerce St. San Antonio Texas 78220 i Signature of Authorized Company Official Ttle: _Regional Vice President Telephone Number: (21) 224-0711 Date: October 24tt', 2018 I i I i i PfCanperative Purchasing P.O.Box 400 Austin, TX 78767-0400 800.695.2919 / 512.467.0222 / Fax:800.211.5454 buybeard.co+n PRICE SHEET ADVISORY The following pages were presented as part of the proposal response from the vendor. These pages were used as part of the evaluation of the vendor's proposal, and are included here as reference items only. The pricing shown on these pages may or may not be in effect during the contract. R Connie W Burkett, CTSBS Contract Administrator BuyBoard * MI The Local Government Purchasing Cooperative.is endorsed by the Texas Association of School8oards, 70}4 T Texas Municipal League,Texas Association of Counties,and the Texas Association of School Administrators. TM UniFirsf Corporation awn Proposal Number; 587-19 "All products specifiod per Uni(=irst Tli(,llniforin Rental Catalog 2018 as subroitted All prices based on weekly rental prico based on 11 sets(G changes per week)per woarer RENTAL PROGRAM PRICING e UNIFORMS (All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 00 0 0 0 O C 0 ',...... e s 0102 Long Sleeve uniform shirt $0.17 $1.87 0202 Short sleeve uniform shirt $0.17 $1.87 1002 Flat Front uniform pant $0.26 $2.76 1138 Flexwaist pants $0.25 $2,75 1034 Flat Front uniform shorts $0.25 $2.75 1060 Jean-Style pants $0.32 $3.52 10136 Cell Phone pants $0.32 $3.52 12KB Cell Phone shorts $0.32 $3.52 e 08MX MIMIX Ripstop Shirts LIS $0.40 $4.40 06MX MIMIX Ripstop Shirts S/S $0.40 $4.40 Women's MIMIX Ripstop 05MW Shirts L/S $0.40 $4.40 Women's MIMIX Ripstop 05MX Shirts S/S $0.40 $4.40 10MX MIMIX Utility Pants $0.45 $4.95 Women's MIMIX Utility 11 MX Pants $0.45 $4.95 -Uo-n-9-781eeve Microclieck 03UM work shirt $0.27 $2,97 for eeve Microcheck 04UM work shirt $0.27 $2.97 stiort Sleeve MiGrocFeck 15UM shirt Jac $0.27 $2.97 Blue(White Strip Work 0123 Shirt-LIS $0.25 $2.75 Blue/White Strip Work 0223 Shirt-SIS $0.25 $2.75 ! Lt.Blue/Navy Stripe work 0138 shirt-LIS $0.26 $2.86 Lt.Blue/Navy Stripe work 0238 shirt-S/S $0,26 $2.86 I I r Page 1 of 16 r r P Till Uni irst Corporation Woolard Proposal Number: 587-19 "AII products spocifiod per Uni1'irst'1'ho Uniform Rental Catalog 2018 as submitled All prices based on weokly rental priro laased on it sets(5 chanryes per wank}per wearer RENTAL PROGRAM PRICING - UNIFORMS (All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY a 0 , co 0 q o s o o : • o 00 . I3 - 0 0 oc o 0 Service Stripe work shirt- 0348 LIS $0.27 $2.97 Service Stripe work shirt- 0448 SIS $0.27 $2.97 Contrast Collar work shirt- 0171 LIS $0.32 $3.52 Contrast Collar work shirt- 0276 SIS $0.32 $3.52 0314 Thin Stripe work shirt-LIS $0.32 $3.52 0137 Thin Stripe work shirt-LIS $0.32 $3.52 0414 Thin Stripe work shirt-S/S $0.27 $2.97 0237 Thin Stripe work shirt-S/S $0.27 $2.97 0373 Bold Stripe work shirt-LIS $0.28 $3.08 0482 Bold Stripe work shirt-S/S $0,28 $3.08 BreezeWeave work shirt- 0172 LIS $0,26 $2.86 BreezeWeave work shirt- 0405 S/S $0.26 $2.86 0 Cotton wor s-irt- 0201 S/S $0.32 $3.52 a Cotton wor s u - � 0101 LIS $0.32 $3.52 `s Flat ron o Cotton _ 1001 work pants $0.41 $4.51 0167 Security Shirt-LIS $0.42 $4.62 0607 Security Shirt-SIS $0.42 $4.62 Snag-Proof ac rca o o 04MO shirt $0.50 $5.50 ornen s uniform shirt a 0336 LIS $0.22 $2.42 k Page 2 of 16 UniFirst Corporation Board PF Proposal Number; 587-19 All products specified por Unif:irst The Uniform Dental Catalog 2018 as submitted All prices based oil Weekly rental price based on 11 sets(5 changes per week)per wearer RENTAL PROGRAM PRICING - lJNIFORM�j��ties) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS, AND DELIVERY o " o i 0 0 0 n 0 0 0 00 1 0 0 0 O r 0 omen s uni orm s n - ® 0436 S/S $0.22 $2.42 Work o ton omen s 12AG pants $0.42 $4.62 05AH 3/4 Sleeve blouse $0.34 $3.74 1167 Women's Flexwaist pants $0.27 $2.97 omens Low Rise Soot 11DF Cut pants $0.41 $4.51 011Blok Pertormance ® 0108 Shirts-LIS $0.50 $5.50 OilBlok Performance 020B Shirts-S/S $0.60 $5.50 omens i o 050B Performance Shirts-US $0.50 $5.50 omens i o 050C Performance Shirts-S/S $0.50 $5.50 Motorsports image Shirt- ® 01 MS US $0.42 $4.62 Motorsports linage Shirt- 02MS S/S $0.42 $4.62 08CS Ripstop Crew Shirt-LIS $0.45 $4.95 07CS Ripstop Crew Shirt-S/S $0.45 $4.95 ri- o or Ripstop Shirt- 08UF LIS $0.49 $5.39 n• o or ips op it - 07U F S/S $0.49 $5.39 i f 01 MB Solid Ripstop Shirt-LIS $0.38 $4.18 02MB Solid Ripstop Shirt-S/S $0.38 $4.18 Wrangler Workwear ti 08WW Canvas Work Shirt-US $0.48 $5.28 Wrangler Workwear 07WW Canvas Work Shirt-SIS $0.48 $5.28 Wrangler Workwear Flat 10WW Front Work Pants $0.51 $5.61 Wrangler Workwear Cargo 11 WW Pants $0.51 $6.61 E Wrangler vvorkwear Cargo 12WW Shorts $0.51 $5.61 I I E Page 3 of 16 I i Y UniF%rst Corporation DwHoard Proposal Number: 587-19 "All products specified per UnWirst Tho Uniform Rental Catalog 2018 as submitted All prices based on weekly rental price based on 11 sets(5 chanfles poi,week)per wearer RENTAL PROGRAM PRICING - UNIFORMS (All Cate oriel RENTAL PRICING INCLUDES PICK UP, LAUNDER,REPAIRS,AND DELIVERY a o ° o oQ ° o- • o • • Q � a o 00 0a o 0 0 : Q • 0 icro Pique port-I e Men's Short Sleeve polo 04MM shirt $0.24 $2.64 icro ique po - e Women's Short Sleeve 05MM polo shirt $0.24 $2.64 Micro Pique port-I e Short Sleeve wlpocket 04MR polo shirt $0.35 $3.85 I-MVc-ro Pique po - e 08AP Long Sleeve polo shirt $0.40 $4.40 Men's Sport-Tek Tri Color 04MQ Micro Pique Polo $0.40 $4.40 Women's Sport-Tek TO 05MQ Color Micro Pique Polo $0.40 $4.40 Two-Color Snag-Proof 04MT Pocket Polo $0.45 $4.95 Lightwight Snag-Proof 04MF Polos $0.38 $4.18 Women's Lightwight Snag- 05MF Proof Polos $0.38 $4.18 0 Blended Cotton Long ® 08AB Sleeve polo shirt $0.45 $4.95 0871 Long Sleeve T-shirt $0.27 $2.97 087B Long Sleeve T-shirt $0.27 $2.97 i 4277 Short Sleeve T-shirt $0.27 $2.97 427B Short Sleeve T-shirt $0.27 $2.97 i Chambray Long Sleeve 03YB Shirt $0.37 $4.07 Chambray Short Sleeve 04YB Shirt $0.37 $4.07 Snap Front Chambray shirt 0108 -us $0.31 $3.41 i e Snap Front Chambray shirt i 0208 -S/S $0.31 $3.41 i i k Page 4 of 16 PuBoardMy Unit-irst Corporation atiorn Proposal Number: 587-19 "AII products specifio(I per tJniPirst The Uniform RcntaI GataIotJ 2018 as submitted All prices based on weekly rowal price basest on 11 sets(S changes per wook)per wearer RENTAL PROGRAM PRICING - UNIFORMS (All Catg_g2j•ies) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 0 0 1 1 0 D + ® 0 0 0 0 - 0 0 0 0 c 0 Men's Long Sleeve Snap 0178 Front Denim shirt $0.34 $3.74 ens io eeve Snap 027A Front Denirn shirt $0.34 $3.74 Men's Long Sleeve Button Q850 Down Collared shirt $0.27 $2.97 Men's Short Sleeve Button 2205 Down Collared shirt $0.27 $2.97 Moil's Loig eeve pen 0361 Collar Denim shirt $0.30 $3.30 Men's Short 915-0-e-G-pen 04SS Collar Denim shirt $0.30 $3.30 ParkStreet Men's Oxford 0111 Long Sleeve shirt $0.32 $3.52 ParkStreet Men's Oxford 0211 Short Sleeve shirt $0.32 $3.52 Women's Oxford Long 0112 Sleeve shirt $0.33 $3.63 Women's Oxford Short 0422 Sleeve shirt $0.33 $3.63 Button-Down Collar Poplin 0820 shirt-Men's LIS $0.36 $3.96 Button-Down Collar Poplin € 0636 shirt-Men's S/S $0.36 $3.96 Button-Down Collar Poplin 0960 shirt-Women's LIS $0.36 $3.96 Button-Down Collar Poplin r a 4248 shirt-Women's S/S $0.36 $3.96 03CB Mini-Check shirt-US $0.40 $4.40 04CB Mini-Check shirt-S/S $0.40 $4.40 Long Sleeve npe asua 0137 shirt $0.33 $3.63 io 8 eeve Stripe Casual 0237 shirt $0.33 $3.63 i Page 5 of 16 DFOOlardMiFirst Corporation Proposal Number: 587-19 -AII products specified per thiiFIrst The Uniform IZenta I Gat alog 2018 as submitted All prices based on weekly rental price based on 11 sets(G changes per week)per wearer RENTAL PROGRAM PRICING n UNIFORMS (AII Cateq©ries) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS, AND DELIVERY • o_• o j 0 0 0 - lI o 0 0 • o • 0 Pinpoint a on- own ® 03AR Dress shirt-Men's US $0.46 $5.06 Pinpoint Button-Down 04AR Dress shirt-Men's S/S $0.46 $5.06 Pinpoint Button-Down 05AE Dress shirt-Women's US $0.46 $5.06 Pinpoint Button-Down 05EE Dress shirt-Women's US $0.46 $5.06 Men's ea eR o y o on 1122 Softwiil Pants $0.30 $3.30 Men's Softwili Cargo 1271 Shorts $0.37 $4.07 10AI Men's Softwill Cargo Pants $0.37 $4.07 Women's Pleated e 1113 Poly/Cotton Pants $0.45 $4.95 10A4 Women's Cargo Pants $0.45 $4.95 10A9 Women's Cargo Shorts $0.45 $4.95 10D0 Performance Shop Pants $0.47 $5.17 12DO Performance Shop Shorts $0.47 $5.17 TT- ZeroSkratch Lightweig 11CP Crew Pants $0.45 $4.95 ZeroSkratch Lightweight 12NS Crew Shorts $0.45 $4.95 A 1091 UniFirst Classic Fit Jeans $0.35 $3.85 i UniFirst HD Denim r 101-11) Relaxed Fit Jeans $0.40 $4.40 12UH UniFirst Carpenter Jeans $0.40 $4.40 4 ens wrangier Keiaxeci A 1144 Fit Jeans $0.53 $5.83 114C Carpenter Shorts $0.53 $5.83 r E i Page 6 of 16 rf► UniFirst Corporation DwHoard Proposal Number: 587-I9 All products specified per Un[Hyst The Uniform Rental Catalog 2018 as submitted All prices(rased on wookly rental price hased on 11 sets(5 changes per week)per wearer RENTAL PROGRAM PRICING - UNIFORMS (All CategoPies) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 0 0 ® " 0 0 0 9 a 0 0 a s o a 0 i 1092 Women's Wrangler Blues $0.53 $5.83 1118 Jeans $0.60 $6.60 1150 Wrangler Classic Fit Jeans $0.57 $6.27 1506 Permalined Jackets $0.65 $6.07 1527 Permalined Nip Jacket $0.63 $6,98 1550 Lined Coach's Jacket $0.65 $7.15 1507 Ike Jacket $0.53 $5.83 1721 Zip-In/Out Liners $0.35 $3.85 Wrangler Workwear 4 15WW Jackets $0.94 $10.34 15AN Challenger Jackets $0.83 $9.13 A omens unaiienger 1456 Jackets $0.83 $9.13 0 15GQ Soft Shell Bomber Jackets $0,83 $9.13 w 6 Core Soft Shell Jackets 15ML $0.77 $8.47 Women's Core Soft Shell 14ML Jackets $0.77 $8.47 1696 Core Soft Shell Vests $0.63 $6.93 Women's Core Soft Shell 1695 Vests $0.63 $6.93 9 18BW Berne Gasoline Jacket $0.87 $9.57 3528 Insulated Bib Overalls $1.13 $12.43 3045 Insulated Coveralls $1.41 $15.51 Cotton Blend Zip Front 3002 Coverall $0A8 $5.28 2525 Shop Coats $0.53 $5.83 � 3001 Coveralls $0.72 $7.92 4022 Short Sleeve Speed Suits $0.51 $5.61 t i ; 9 Page 7of16 Ulf UniFirst Corporation PUBOard Proposal Number: 587-19 "All products specified per lLiil'irst The Uniform Rental Catalog 2018 as submitted All prices based on weekly rental price based on 11 sets(5 changes per week)per wearer RENTAL PROGRAM PRICING - UNIFORMS (All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY oo ® a o o ° - [ ° o o o o oz.IndUra Ultrasott 09FR Work Shirt $0.58 $6,38 oz, ecasa a us FIR ° 09TC Work Shirt $0.61 $6.71 oz. omex FIR 01 NX Work Shirt $0.64 $7.04 oz,Indura Ultrasoft 10FR Work Pants $0.63 $6.93 oz. ecasa a Plus 10TS Work Pants $0.72 $7.92 oz.NoFnex FR VVo-rF-- 1ONX Pants $0.68 $7.48 oz. I ecasa a Plus FIR 09AU Food Service Shirt $0.51 $5.56 az.Inclura Ultrasott ® 30FR Coverall $1.21 $13.31 oz. 1 ecasa a us FIR ° 30TS Coverall $1.23 $13,53 oz.GXP No-t-ne-xFR-- 30NX Coverall $1.18 $12.98 oz. ecasa a us 09AU Food Service Shirt $0.52 $5.72 rrnorex o0 or 09FC Shirt $0.97 $10.67 ° rrnorex Cool 30TT Coveralls $1.79 $19.69 ens rmorex 10UC Carpenter Jeans $0.81 $8.91 11KG Men's Armorex FIR Jeans $0,74 $8.14 rang erTR Relaxedt 101713 Jeans $0.78 $8.58 • Vv rang I er arpen er 10FC Jeans $0.78 $8.58 i 01EF Shirt $0,69 $7.59 FIR Lon Sleeve Polo P OSFE g $1.34 $14.74 06FE FIR Short Sleeve Polo $1.34 $14.74 Page 8 of 16 fill UniFirst CorporationsUBoard n Proposal Number: 587-19 i,All products specified por UniNirst The Uniform Rental Catalog 2018 as submitted All prices based on woolly rental price ha sed on 1'i sets(6 changes per week)per wearer RENTAL PROGRAM PRICING e UNIFORMS (All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY oo a 0 O 0 0 O O r 0 0 0 0 - 0 18SC Flame Resistant Jacket $2.45 $26.95 25NY Unisex FR Lab Coats $1.18 $12.98 ® Work Shirt-w/Reflective 09FU Striping $0.91 $10.01 A ° 4.0oz. Work Shirt-w/Reflective a e 08BQ Striping $0,67 $7.37 i 6-oz.Nornex IIIA FR Work 11 BQ Pants w/Reflective Striping $1.24 $13.64 I Coverall-wlReflective j 30RX Striping $1.93 $21.23 I 6-oz,CXP Nomex Coverall 30BQ wlReflective Striping $1.63 $17.93 ® 09DH Work Shirt $1.09 $11.99 Mass i-Vi's-5ffort 06DH Sleeve Work Shirt $1.09 $11,99 mass j mi-vis j- tirr 08HX w/Pocket LIS $0.52 $5,72 06HX w/Pocket S/S $0.52 $5.72 Class 2 Hi- is Long Sleeve ® 09AH Work Shirt $0.88 $9.68 Wass Z HI-VIS bnort 06AH Sleeve Work Shirt $0.88 $9.68 $ i 02HY Shirt $0.42 $4.62 03HE Hi-Vis Black Bottorn Shirts $0.38 $4.18 0 ° Hi-Vis Ri sto Shirts LIS 03T0 Rip stop $0.58 $6.38 I 04TO Hi-Vis Ripstop Shirts$IS $0.58 $6.38 t 1 i Page 9 of 16 f raf UniFirst G®rrporation Board Du Proposal Number: 587-19 All products speelfied per UniFirst The uniform Rental Catalog 2018 as submitted All prices based on weekly rental price based on 11 sets(5 changes per week)per wearer RENTAL PROGRAM PRICING o UNIFORMS (All CategorLesl RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 010 1 0 0 0 ® Enhanced Visibility 109A Classic Fit Jeans $0.76 $8.36 Enhanced Visibility Polo 04HV shirt $0.36 $3.98 Enhanced Visibility Cargo 10DP Pants $0.36 $3.98 013B Sleeve Work Shirt $0.62 $5.72 Me t e 013C Sleeve Work Shirt $0.52 $6.72 trinancecl VIS10111ty on 023B Sleeve Work Shirt $0.48 $5.28 n ance ii 023C Sleeve Work Shirt $0.48 $5.28 t o cec visionny worK 123B Pants $0.51 $5.61 123C Pants $0.51 $5.61 15EH Enhanced Visibility Jacket $0.71 $7.81 16EI Enhanced Visibility Jacket $0.71 $7.81 n ancec visminty 15EL Permalined Jacket $1.13 $12.43 2524 UniWear Men's Lab Coats $0.35 $3.85 E e 2626 Women's Lab Coats $0.35 $3.8�5 I Unisex Protective Lab 25BD Coat $0.36 $3.85 e Unisex Consultation Lab o; 26CL Coat $0.35 $3.86 i wonien's-z5nort meeve 4520 Smock $0.30 $3.30 e C p , 2526 Unisex Counter Coats $0.26 $2.75 i I I Page 10 of 16 i i ® rar UYliFirst Corporation Proposal Number: 587-19 All products specified per Uni inm'fhe Uniform Rental Catalog 2018 as submitted A I I prices based on weekly rental price based on 11 sets(5 changes per week)per wearer RENTAL PROGRAM PRICING UNIFORMS (AII Cateclories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY oo r i ® p ® o oo o Unisec Static Control 2542 (ESD)Lab Coats $0.47 $5.17 ' UniWear Unisex(ESD) • • 2539 Counter Coat $0.47 $5.17 Women's Cross-Over 7250 Tunics $0.27 $2.97 Women's Double V-Neck • , 7257 Tunics $0.30 $3.30 10A5 Women's Scrub Pants $0.30 $3.30 • 7217 Women's Flair Scrub Pants $0.30 $3.30 4502 Solid Warrn-Up Jacket $0.25 $2.75 0 4254 Unisex Solid Scrub Top $0.15 $1.65 ° 1276 Unisex Solid Scrub Pants $0.18 $1.98 unisex mumate cargo 7245 Pants $0.30 $3.30 unisex pun- o y c t ® 72SA Top $0.15 $1.65 use pun• o y cru ' 72SB Pant $0.18 $1.98 • r - 72SC Up Scrub Jacket $0.28 $3.08 o 7262 Unisex Scrub Tops SIS $0.20 $2.20 ® 7265 Unisex Cargo Scrub Pant $0.25 $2.75 or ens o c e - ec • . . 72SH Tunics w/side flex $0.25 $2.76 orne c o 7264 Scrub Pant $0.25 $2.75 72SI Women's V-Neck Tunics $0.25 $2.75 e omen s MOCK vvrap 72SJ Tunics $0.25 $2.75 • i 02SI Unisex V-Neck Scrub Tops $0.25 $2.76 k 7260 Tunics $0.25 i t I Page 11 of 16 i y/If UniFirst Corporation Board Dw Proposal Number: 587-19 All prodnets specified per UnWirst'I"fie Uniform Rental Catalog 20'18 as submitted All prico s based on weekly rontal price based on 11 sms(5 changes per week)per wearer RENTAL PROGRAM PRICING e UNIFORMS All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 0 0 1 0 00 - ® ^ 0 0 0c o - o Women's Straight Leg c 10D3 Cargo Scrub Pants $0.30 $3.30 . + Unisex Ultimate Cargo 0 . 10D2 Scrub Pants $0.30 $3.30 e 02A1 Women's V-Neck Tunics $0.30 $3.30 + Women's Flare Leg Scrub + . 7253 Pants $0.30 $3.30 ® 50AY w/Knit Cuffs $0.30 $3.30 0 0 + t 50AZ w/Open Cuffs $0.30 $3.30 o c ssor coat 50AX w/Knit Cuffs Pocketless $0.33 $3.63 0 0 + Micro Pique Gripper Polo + 04GM Shirt $0.35 $3.85 a Shirt-65135 Blend Men's 0998 Long Sleeve $0.25 $2.75 + 9 0 o Shirt-66/35 Blend Men's 0240 Short Sleeve $0.20 $2.20 Shirt-65135 Blend 0369 Women's Long Sleeve $0.26 $2.75 Shirt-65/35 Blend 0540 Women's Short Sleeve $0.25 $2.75 i Shirt-100%Cotton Long 0157 Sleeve $0.35 $3.85 Shirt-100%Cotton Short 1 0626 Sleeve $0.30 $3.30 0 0 t 2537 Coat $0.35 $3.85 u r)t-Ull sleeve toner 0 0 + 2531 Coats $0.35 $3.85 i ° ► 25SB Mesh-Back Chef Coat $0.42 $4.62 c Page 12 of 16 i t i ry UniFiYst Corporation PUBluard Proposal Number: 587-19 All products specified per thiWirst The Uniform Rental Catalocl 2018 as submitted All prices based on weekly rental price hased on 11 sots(3 changes per week)per wearer RENTAL PROGRAM PRICING e UNIFORMS (All Categories) RENTAL PRICING INCLUDES PICK UP, LAUNDER, REPAIRS,AND DELIVERY 0 0 o oo ® 25SC Chef Coats $0.42 $4.62 tXMIUVe Unet GOM 0 o e ► 26GD w/Piping $0.34 $3.74 o n ► 25GA Coat $0.42 $4.62 o a ► 7011 Cobbler Apron $0.40 $4.40 ® ► 7046 Knee Length Bib Apron $0.17 $1.87 ooe e + 5026 100%Spun Poly $0.33 $3.63 umvvear s- ► 5033 100%Spun Poly $0.33 $3.63 ni ear Butcher Coats- ► 5020 65135 Blend $0.33 $3.63 -TMTVVear u c er Coats- ► 5009 65135 Blend $0.33 $3.63 ► 105A Classic Fit Chef Pants $0.38 $4.18 ► 117A Baggy Chef Pants $0.33 $3.63 0 0 + ► 1941 Comfort Fit Chef Pant $0.28 $3.08 + ► 10HE Softwill Service Pants $0.30 $3.30 i Softwill No Pocket Service ► 11 UM Pants $0.30 $3.30 t - i Page 13 of 16 I P! oardsit• wo (finiFirst Corporation Proposal Number: 587-19 "Alf products specified por Unii"irst Tho Uniform Rental Catalog 2018 as submitted RENTAL PROGRAM PRICING e TOWELS, MATS and MOPS RENTAL PRICING INCLUDES PICK UP, LAUNDER,AND DELIVERY + 1 ® a U + i + a o e + ® o Great mpresstons e 76GA 2.0 Mat $1.92 NIA Great Impressions • 76GB 2.0 Mat $2.93 NIA Great Impressions • 76GC 2.0 Mat $3.73 NIA Custom Logo Mat ® UL03/UL46 *Requires Buyout* $3.01 N/A us om ogo a UL16/UL59 *Requires Buyout* $4.03 N/A Custom Logo Mat UL07/UL50 *Requires Buyout* $4.93 N/A 5388 3 x 5 Scraper Mat $1.75 NIA 5389 4 x 6 Scraper Mat $2.63 NIA • 7751 3 X 5 Anti Fatigue Mats $2.61 N/A 7753 4 X 6 Anti Fatigue Mats $3.71 N/A • 76AT 3 X 5 Flow-through Mat $2.54 NIA 76AY 3 X 9 Flow-through Mat $3.93 N/A z i /t 4 f ti f f t({ F 4f S { f a Page 14 of 16 P YM WHOard nirirst Corporation Proposal Number: 587-19 "Alf products specified per Unifirst"1'11e Uniform Rental Catalog 2018 as submitted RENTAL PROGRAM PRICING - TOWELS, MATS and MOPS RENTAL PRICING INCLUDES PICK UP, LAUNDER,AND DELIVERY o 8318 18"Dust Mops $0.99 NIA • 8324 24"Dust Mops $1.35 NIA 8336 36"Dust Mops $1.66 NIA • 8348 48"Dust Mops $1.78 NIA 8360 60"Dust Mops $2.14 NIA • 8118 32 oz.Wet Mops $1.23 NIA 8023 18 x 18 Wipers(Gagged) $0.09 NIA 8554 Gar Mop Towels $0.16 NIA 8437 Microfiber Glass Towels $0.23 NIA g43g Microfiber Multi Purpose $0.25 NIA "All products specified per UniFirst The Uniform Rental Catalog 2018 as submitted RENTAL PROGRAM PRICING - FACILITY SERVICES RENTAL PRICING INCLUDES COMPLIMENTARY USAGE OF STANDARD DISPENSERS AND DELIVERY D , I . 0 0 0 0 W - 0 0 imm Center Pull Hand Towel e 6249 Roll $7.06 NIA mini rwin sans ary of e 6221 tissue $3.22 NIA 1914 Pink&Clean Soap $2.78 NIA € : 1980 Luxury Foam Soap $16.62 NIA 1920 Purell Gel 800ml Sanitizer $5.98 NIA Specifications ® The Service Rental agreement is for 36 months from the date of initial installation of uniform or facility service program with a price increase of 2.0% on or around September 1st of each year of the agreement after 3 months of service. s i s, Page 15 of 16 PUBoard TM UniFirst Corporation Proposal Number: 587-19 "All products specified per UniFirst The Uniform Rental Catalog 20,18 as submitted RENTAL PROGRAM PRICING o TOWELS MATS and MOPS RENTAL PRICING INCLUDES PICK UP, LAUNDER,AND DELIVERY • All garments will have an industry standard steam tunnel finish. o Customers can request garments to be pressed at a cost of$0.25 per garment issued. This press will NOT EQUAL a dry cleaner press. It will be a standard industrial uniform press. • UniFirst will waive all emblem and service charges on the initial order ONLY. All additional employees added, exchanged garments, etc. will have emblem charges of$1.50 for a person's name and $3.00 for a standard script emblem per garment requiring the emblem. For a custom embroidered logo on an emblem, the charge will be $3.50 for any garment requiring the emblem. There will be a service charge of$1.00 per garment issued. • For any direct embroidered garment, there will be a $6.00 charge for two placements of direct embroidery. There will be a $50.00 charge to set up digitizing artwork for direct embroidery. o There will be a buyout of any direct embroidered garments, any Executive shirts with emblems, and any polo type shirt with emblems at the garment replacement cost then in effect. ® There will be an oversize garment charge of$2.00 per garment for: Pants 1 Men: Size 44"waist and up Inseams exceeding 35" Wornen: Size 22 waist and above Shirts 1 Men: Size 18" neck and above Sleeve lengths exceeding 35" Any long tail garment requested Women: Size 22 and larger 4 0 UniFirst will have a Delivery, Environmental, Fuel& Energy charge (D.E.F.E.) of$3.00 per invoice. - I i I Page 16 of 16 P.O. Box 400,Austin,Texas 78767 PUBOard 800,695.2919 • info@buyboard.com • buyboard.com May 1, 2020 Sent via email to: teresa iensen(c�unifirst.com Teresa Jensen UniFirst Corp (self-reporting vendor) 68 Jonspin Road Wilmington MA 01887 Re: Uniforms and Accessories BuyBoard Contract 587-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Uniforms and Accessories, Contract 587-19 effective June 1, 2019, through May 31, 2020, with two possible one-year renewals. At this time, the BuyBoard is renewing your contract through May 31 2021 All discounts, terms, and conditions of your contract will remain the same. If you agree to this renewal, there is nothing you need to do. However, if you do not agree to this renewal, you must notify me via email at connie.burkett a.tasb.org prior to the start of the renewal term. Reminder: Once a BuyBoard contract is awarded, vendors must generate a minimum of$15,000 annually or they may not be offered a contract renewal. If you have questions or comments concerning this renewal, please contact me as soon as possible at connie.burkett@tasb.org. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, Connie W Burkett, CTSBO Contract Administrator 1'r renewal v.02.13.2020 Endorsed by low"' TASAV 7VT ,,,.� a L29M —Im t CITY OF NORTH RICHLAND FALLS COOPERATIVE PURCHASE CUSTOMER AGREEMENT This Cooperative Purchase Customer Agreement ("Customer Agreement") is entered into by and between UNIFIRST HOLDINGS LP ("Vendor") and the City of North Richland Hills, ("Customer" or "Authorized Customer"), a Texas government entity, and a Customer as defined in Section N/A of the Agreement between the [BUYBOARD ]and Vendor, [Contract No. ], as amended, (the "Agreement") with an effective date of osrmnoie This Customer Agreement shall be governed by the terms and conditions of the [Agreement], which is incorporated herein by reference and is available online at https:Uapp.buyboard.com/Search/Index?SearchTerm=&Contractld=749 Or upon request from Vendor, and the attached Quote/ Purchase Order No. CITYWIDE USAGE The Agreement expires on 0513112021 Authorized Customer is eligible and desires to purchase RENTAL OF UNIFORMS,INDUSTRIAL MATS,SUPPLIES AND ACCESSORIES pursuant to the terms and conditions of the [Agreement] as the [BUYBOARD ] may specify from time to time, as well as terms and conditions of this Customer Agreement. [BUYBOARD ] will only be responsible for services provided to [BUYBOARD ] and will not be responsible for payments for services provided to any individual Customer. The Authorized Customer agrees to the terms and conditions of the [Agreement] as applicable. The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for equipment and services provided hereunder. Vendor agrees that Customer shall be entitled to the same rights and protections under the law afforded to the [BUYBOARD ] under the [Agreement], as applicable, as if Customer had entered into the [Agreement]. Further, Vendor agrees that until the expiration of three (3) years after final payment under this Customer Agreement, or the final conclusion of any audit commenced during the said three years, Customer, or Customer's designated representative, shall have access to and the right to audit at reasonable times, all records involving transactions relating to this Customer Agreement necessary to determine compliance therewith, at no additional cost to the Customer. Vendor agrees that the Customer shall have access to such records during normal business hours. Customer shall provide Vendor with reasonable advance notice of any intended audits. Payments under this Agreement shall not exceed $45,000 annually for two years through 5/31/2022. The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the respective Authorized Customer, and that the execution and performance of this Customer Agreement has been duly authorized by Customer. Authorized Customer has caused this Customer Agreement to be executed by its duly authorized representative to be effective as of this day of ).1 ' 20 . CITY OF NORTH RICHLAND HILLS: VENDOR NlA .� By: By: ` Mark Hindman, City Manager Name:'Z-)cw 1 d F t a—c:r g Title:�a,���t vv,uri �� Date: Date: 7- a y - a z ATTEST: By: Alicia Richardson, City Secretary APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2020-650600 UniFirst Corp. Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/29/2020 being filed. City of North Richland Hills Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract, rj_jacobs@unifirst,com Uniforms,mats, dust mops, clean towels ,,. 9 9 Nature of interest 4. Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary City of North Richland Hills North Richland Hills,TX United X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATIONaoh -' Mynameis—ifs/ and my date of birth is My address is zm oud tiT n P11 fiwlf ,:W__ —' (street) (city) (state) (zip code) (c I declare under penalty {of, �perjury that the foregoing is true and correct. Executed in /f,/ v+1 County, State of on the day of —� — 20�. = (month) (year) Sig at of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf/d "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: FP 2020-07 Consideration of a request from Ion Design Group for a final plat of City Point Addition Phase 1, being 22.5353 acres located at 4400 City Point Drive. PRESENTER: Clayton Comstock, Planning Director SUMMARY: On behalf of MM City Point 53 LLC, Ion Design Group is requesting approval of a final plat of City Point Addition Phase 1 . This 22.5353-acre property is located at 4400 City Point Drive. GENERAL DESCRIPTION: The property is bounded by City Point Drive on the south, Boulevard 26 on the west, and Rodger Line Drive on the north. On the east side, the site abuts Calloway Branch creek, the North Richland Hills city hall complex, and a medical office building. The proposed development includes 159 single-family residential lots, which includes both single-family detached and townhome lots. The average lot size of all lots is 1,690 square feet. Urban Home 93 lots 26 feet 58 feet Townhome 66 lots 22 feet 71 feet The development also includes one multifamily residential lot (3.49 acres) and two commercial lots (3.271 acres). There are 14 open space lots totaling approximately 1.64 acres (7.3% of the site). City Council approved the preliminary plat on December 9, 2019. The final plat is consistent with the approved preliminary plat. LAND USE PLAN: This area is designated on the Land Use Plan as Urban Village. This designation promotes sustainable, pedestrian-oriented, mixed-use development that provides the opportunity for many uses to coexist within a more compact area. Urban Villages encourage an efficient, compact land use pattern; support vibrant public spaces; reduce the reliance on private automobiles; promote a more functional and attractive community through the use of recognized principles of urban design; allow flexibility in "K NOKTH KICHLAND HILLS land use; and prescribe a high level of detail in building design and form. Urban Villages can come in the form of vertical mixed use, where multiple uses share a single, multi- story building; or horizontal mixed use, where a diverse set of uses are placed within close, walkable proximity. CURRENT ZONING: The property is currently zoned NR-PD Nonresidential Planned Development. The zoning was approved by City Council on August 12, 2019 (Ordinance 3595). The NR-PD provides for a base zoning district of C-1 Commercial and is intended to allow for a mixed-use development that includes commercial, multifamily residential, single-family residential (detached units, bungalows, townhouses) and open space. TRANSPORTATION PLAN: The development has frontage on the following streets. Right-of-way dedication is not required for this plat. A 12-foot right-of-way reservation strip would be added to Lot 1 Block 4 to address future dedication requirements for Boulevard 26. Dedication is not required at this time, but site improvements would not be permitted within the reservation strip area. ME Boulevard 26 P6D Major Arterial Suburban Commercial 6-lane divided roadway variable right-of-way width Rodger Line Drive C2U Minor Collector Suburban Commercial 2-lane undivided roadway 60-foot right-of-way width City Point Drive CP-110 Local Road Urban Village 4-lane divided w/on-street parking 110-foot right-of-way width City Point Drive CP-60 Local Road Urban Village 2-lane undivided roadway 60-foot right-of-way width SURROUNDING ZONING ( LAND USE: C-1 Commercial Retail Commercial NORTH Retail and restaurant uses C-2 Commercial Urban Village WEST City Point Planned Development Urban Village Vacant SOUTH City Point Planned Development Urban Village City hall and vacant EAST C-1 Commercial Office Commercial Offices ROUGH PROPORTIONALITY DETERMINATION: The developer is responsible for 100% of all paving, water, sanitary sewer, and drainage infrastructure needed to support the development in accordance with City design criteria. PLAT STATUS: The property is currently platted as Lot 3, Block 1, City Point Addition. "K NOKTH KICHLAND HILLS PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission considered this item at the August 20, 2020, meeting and voted 7-0 to approve the plat with the conditions outlined in the Development Review Committee comments. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat subject to the attached DRC comments. These comments include minor revisions to notations and labeling on the drawing. RECOMMENDATION: Approve FP 2020-07 with the conditions outlined in the Development Review Committee comments. 0 3HOWHSV U-0 z z 0 aLU > LL z 0 -1 1 w a 0 C\j m z 0 00 iL ct 0 0 0 HiOOG' C14 00 0 0 0 O ui -j ui ... ... ... ... ... ',"I",.... ......... 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The following represents the written statement of the conditions for conditional approval of the plat. 1. Update the owner's certification and dedication statement as shown below. The described real property should reference the name of the plat rather than City Point Section 1. NRH Subdivision Regulations§110-333(Additional requirements for plat drawings—dedication certificate) NOW,THEREFORE, KNOW ALL MEN BY THESE PRESENTS: THAT, MM City Point 53,LLC,acting by and through the undersigned, its duly authorized agent, does hereby adopt this plat designating the hereinabove described real property as BLOCKS 4 THROUGH 10, CITY POINT ADDITION, an addition to the City of North Richland Hills,Tarrant County,Texas,and do/does hereby dedicate to the publics'use the streets,alleys, rights-of-way,and any other public areas shown on this plat. Owner's Agent Title 2. Add the proposed street name to the street running along the west property line between Bishop Street and City Point Drive.NRH Subdivision Regulations§110-331(Requirements for all plat drawings—street names) 3. On Lot 5 Block 16, add and label a five-foot side building line adjacent to Tripp Street. On Lots 41- 42, label the five-foot side building line adjacent to Tripp Street. This setback is required by the zoning of the property. NRH Subdivision Regulations§110-331(Requirements for all plat drawings—buildingsetbacklines) 4. Update the metes & bounds description and total land area and add the owners dedication for the proposed Lot 2, Block 12 owned by the City of North Richland Hills. This lot was added to the plat for the purpose of avoiding duplicated lot and block numbers on future plat phases. Page 1 of 1 1 FP 2020-07 nn un no nno m o MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE PLANNING AND ZONING COMMISSION OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL, 4301 CITY POINT DRIVE AUGUST 20, 2020 CA FP 2020-07 CONSIDERATION OF A REQUEST FROM ION DESIGN GROUP FOR A FINAL PLAT OF CITY POINT ADDITION PHASE 1, BEING 22.5353 ACRES LOCATED AT 4400 CITY POINT DRIVE. APPROVED WITH CONDITIONS Chair Welborn introduced the item and called for Planning Director Clayton Comstock to introduce the request. Mr. Comstock introduced the request. Chair Welborn called for the applicant to present the request. Brian Klein, Ion Design Group, 7075 Twin Hills Avenue, Suite 350, Dallas, Texas 75231 presented the request. Chair Welborn and Mr. Klein discussed the proposed residential product types and the status of the commercial areas. Chair Welborn called for Mr. Comstock to present the staff report. Mr. Comstock presented the staff report. Chair Welborn and Mr. Klein discussed franchise utility easements and design for the site. Commissioner Werner, Mr. Klein, and Mr. Comstock discussed status of the street names. A MOTION WAS MADE BY VICE CHAIR TYNER, SECONDED BY COMMISSIONER WERNER TO APPROVE FP 2020-07 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 7-0. August 20, 2020 Planning and Zoning Commission Meeting Minutes Page 1 of 1 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Ordinance No. 3663, consideration of a request from Convergence Capital, LLC for a variance to the distance requirements for the sale of alcohol for on-premise consumption on 8.443 acres in the 9000 block of Mid-Cities Boulevard and described as Tract 12G, Tandy K. Martin Survey, Abstract 1055. PRESENTER: Clayton Comstock, Planning Director SUMMARY: Convergence Capital, LLC is the owner/developer of 8.443 acres of commercial property located on the north side of Mid-Cities Boulevard between Hawk Avenue and Precinct Line Road, or across from Birdville High School. Convergence Capital is seeking City Council's approval of a variance to Section 6-31 of the City Code (Alcoholic Beverages Establishments) regarding the distance requirements from schools, churches and hospitals for the sale of alcohol for on-premise consumption. GENERAL DESCRIPTION: A letter from Convergence Capital detailing the reasons for their request is attached. In summary, the owner has prospective restaurant uses considering the property. The restriction on the sale of alcohol due to its proximity across Mid-Cities from Birdville High School, however, would significantly limit the pool of possible restaurant uses. Representatives from Convergence Capital will be present at the City Council meeting to present their request and answer questions. Pursuant to Section 6-31(c), notice of the application was provided to the officials of Birdville ISD prior to official filing with the City. RESTRICTIONS AND CONDITIONS ON VARIANCE Ordinance 3663 is written such that the variance to the alcohol distance requirements is subject to the following conditions: 1. The Property is authorized to be permitted for the sale of alcoholic beverages for on-premise consumption within three hundred (300) feet of a church, public or private school, or public hospital. Sale of alcohol for off-premise consumption (i.e. convenience stores, beer & wine stores, daiquiris-to-go stores, etc.) would not be permitted by this ordinance. IrLp NOKTH KICHLAN HILLS 2. The variance to the alcohol distance requirements is valid only for the following permit types issued by the Texas Alcoholic Beverage Commission for on-premise consumption: a. Food and Beverage Certificate (FB) b. Mixed Beverage Permit (MB) c. Mixed Beverage Restaurant Permit with FB (RM) 3. The variance to the alcohol distance requirements specifically excludes Mixed Beverage Late Hours Permit (LB) and Wine and Beer Retailer's Permit (BG) and may not be sold between the hours of midnight and 7.00 a.m. The applicant has specifically targeted restaurant businesses that might serve such brunch cocktails as mimosas. 4. The sale of alcohol for on-premise consumption must not exceed thirty percent (30%) of total sales. Such proportion may be audited annually as provided by Section 6-3, Reporting Requirement. Alcohol sales in excess of thirty percent (30%) of total sales may result in suspension or revocation of permits. This limitation would deter restaurants primarily focused on the sale of alcohol. 5. The variance to the alcohol distance requirements is valid for subsequent renewals of alcohol permits on the property. 6. The variance to the alcohol distance requirements shall not be transferred to another location, assigned or otherwise transferred to another entity that will have ownership interest in the property without the prior approval of the City Council, which such approval may be withheld in the City's sole discretion. In the event a lessee is under a valid lease at the time of a transfer of majority ownership interest, the variance shall apply for that lessee through the end of the lease term (including any renewal terms). RECOMMENDATION: Approve Ordinance 3663. �� ) �� �� �� � � �� ���� �� �� �� �� �� �� �� �� �� ���� �� �� �� �� CAP � '� �� K-�� o x �� �_ July 14, 2O2O Clayton Comstock,A|[P Director ofPlanning City ofNorth Richland Hills RE: Berry Creek Village Alcohol Variance Dear Mr. Comstock, As you are aware, Berry Creek Village ioa 10.5acre upscale project situated in highly desirable key growth corridor fronting the north side of Mid Cities between Hawk Avenue and Precinct Line. It was rezoned from A8to Commercial(['1)in late 201O. Convergence Capital's goal when purchasing this property was to attract a variety of Class A professional office,medical, retail and restaurants. Plans include 9 buildings representing approximately 86,000 square feet of office space with 6 buildings and 2l,O0O square feet of retail/restaurant space. The property stretches for a 1/3 mile along Mid Cities,which is a 6-lane divided principal arterial with 23,000 vehicles per day. Additionally, Birdville High School is across Mid Cities with their 69-acre campus representing half ofo mile on Mid Cities. We have received decent interest and demand for office uses,while retail and restaurant use have been slow to come around. Per the most recent citizen survey,full-service restaurants are by far the most requested use most of which serve alcohol in some form uranother. VVe are actively pursuing strong restaurant brands to meet this demand that will be featured in our upscale development. In speaking with city staff,current TABC code prohibits the sale of alcoholic beverages by a dealer whose place of business is within 300 feet of a church, public or private school,or public hospital (TABC Sec 109.]3.u.l.). For public schools,the measurement is property line to property line,where in this case Berry Creek is approximately 125 feet from Birdville(the width of Mid Cities). Case inpoint,the[V3un the corner of Precinct and Mid Cities does not sell beer or wine for off-premise consumption given its proximity to the B|SD Fine Arts and Athletic Complex. TABC does allow a city or county to issue a variance to the same code if it's a unique circumstance. In particular,when the regulation "is not in the best interest of the public,constitutes waste or inefficient use of land or cither resources,creates an undue hardship on an applicant for a license or permit,does not serve its intended purpose, is not effective or necessary,or for any other reason after consideration of the health,safety,and welfare of the public and the equities of the situation,determines is in the best interest of the community" (TABC Sec 109.83.c.). CONVERGENCE CAPH'PL' LLC P0 Box 631 1 [o||eyviUe.TX76O34 (817)899'4006 [onvergence[apitaicom rbe/ry@conve/gencecapita|.com Mr.Clayton Comstock Page 2 July 14,2020 Convergence Capital agrees with the code's purpose and has always had the best interest of the City and it's citizens in mind when developing this property. However,we are seeking a minor variance to the code. This said,we are NOT seeking a blanket variance,which would allow beer&wine stores for off- premise consumption, brewpubs which sell only alcohol,or some other business type heavily dependent upon the sale of alcohol. Convergence Capital believes the Berry Creek project and property is a unique circumstance whereby a minor variance would remove any hardship on the property,specifically for its intended purpose and the efficient diverse use of land. We are requesting on-premise alcohol consumption as a possible variance to the TABC code. The combined elements for Council consideration and supporting rationale are listed below: 1. Limited hours of operation,to close by 10:30 or 11:00 pm weekdays, 12:00 pm weekends. Restaurants vary with hours of operation (i.e. Hooters until 12a weekdays lam weekends, Chili's until 10p weekdays, 11:30p weekends) 2. Establishments to not exceed 25%of on-premise alcohol sales as a percentage of total sales. Restaurant alcohol percentages vary(i.e. Hooters is 30%,Chilis 21%,Sushi Axiom 15%, Applebees 19%). 3. No beer&wine stores,convenience stores or other establishments that sell for off-premise consumption. (i.e.CVS,Gas Station, Brewpub) 4. Designated area to be greater than 300`pedestrian'feet from the Birdville campus property line(versus illegal crossing of Mid Cities,which is 125 total feet). In addition, Berry Creek Village includes the construction of two new eastbound left turn lanes,one at Hawk Avenue,the other 600 feet east at the High School visitor entry. It is our understanding that BISD Administration has requested a driveway exit onto Mid Cities from their teacher lot. Currently,teacher traffic has to exit onto Hawk northbound in order to access Mid Cities. The additional eastbound left turn lane(at Berry Creek's expense) makes it feasible,allowing cars from the teacher lot to safely exit onto Mid Cities with a westbound U-turn option relieving pressure on the Hawk and Mid Cities intersection. We believe that the success of Berry Creek Village depends on attracting quality restaurants and retail to our upscale location. We are looking for innovative restaurants focused on energetic atmosphere, engaging service and top-notch food and coffee. Convergence Capital is committed to maintaining the value of our properties to reach our goals and meet the needs of the city and the community. Therefore, it is critical to the future development of Berry Creek Village that a variance be granted to allow the sale of alcohol with limitations as listed above. Mr.Clayton Comstock Page 3 July 14,2020 Further, Kratos Strategies was started primarily by Peg Standish (my wife)and I to generate income to provide long-term financial assistance for non-profits involved in children's inner-city poverty and education programs. Some of these non-profits include Christ's Haven for Children,Beautiful Feet Ministries,Catholic Charities"Stay The Course,"ScholarShot,Vogel-Alcove,6 Stones,Childcare Associates, KIPP Public Schools,and others. In the last 2 years,Convergence Capital, LLC was formed as a real estate development company with the same goals focused in the real estate space. For the last two years we have donated over$30,000 per year to the HEB Independent School District through their great work in Title 1 elementary schools,Summer Reading,KEYS high school education program,Buinger CTE Academy and other programs. In addition, Peg's company,Compassion for Kids (DBA of Kratos Strategies, LLC),was awarded the HEB Adopt-A-School Program vendor of the year last year. We plan to use a significant part of the revenue success of the Berry Creek Village development generated over the long term to directly support children's charities including BISD Title 1 schools and appropriate programs in the BISD that support educational success for children at lower socio-economic levels.As good neighbors in North Richland Hills,we will also seek out a permanent donor relationship with CEC Hope in NRH which sounds similar to a program we support in the HEB area called 6 Stones. We look forward to working with the city and the BISD to build a successful development that benefits the city both through tax revenues,serving the citizenry's needs,and providing funding for children's poverty and education programs. Thank you for your,consideration. Sincerely, Mike Standish,CEO Rhonda Berry, President 214-769-0252 817-899-4006 rnstandis ..�?c;gri�✓,c j; Li a piLal.corn r rLyL�rLry 0 0 N I I V ri as sa3aoa 0 z a 0 J m W P C� G as 3aaikir S�MbH 3Ad HMVH m z � �Po'MW4ul" A� t ( I� 6 � ro,� xmm�nmu r II firl/H� rrr � r/ / / r1i// w r r r/ /iiri iAfl ri /r f ��;:f� % d fly l�/�/ %�/,.�"n /�a.�/��j/%/i/�/%%�/�//���� ��r/ :,,,r/i� r.. I yyj � � �i �'�.' r �✓1 ,r',`„ //� I /r �% F►, � (i///r' Via/I'/// ny IJ'�i /1/fir i0/ I `1 p/p �VU/r loll �j`r i r//ljr rr/r. / 1 ' rl z�>Ji// �'�✓j/aft/k,�/, i 1 d h'lf III 'V' yl I r 1 ORDINANCE 3663 AN ORDINANCE AUTHORIZING A VARIANCE TO THE DISTANCE REQUIREMENTS FOR THE SALE OF ALCOHOL FOR ON-PREMISE CONSUMPTION ON 8.443 ACRES IN THE 9000 BLOCK OF MID-CITIES BOULEVARD AND DESCRIBED IN EXHIBIT "A," NORTH RICHLAND HILLS, TEXAS, PURSUANT TO CHAPTER 6, ARTICLE II, SECTION 6- 31, "ALCOHOLIC BEVERAGES ESTABLISHMENTS," OF THE CODE OF ORDINANCES OF THE CITY OF NORTH RICHLAND HILLS; PROVIDING A PENALTY; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILTY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 6-31(e) of the North Richland Hills Code of Ordinances authorizes the City Council to grant variances from the alcohol distance requirements prescribed by Section 6-31 of the North Richland Hills Code of Ordinances; and WHEREAS, Convergence Capital, LLC, the owner of 8.443 acres of property in the 9000 block of Mid-Cities Boulevard as described in Exhibit "A," attached hereto and incorporated herein ( the "Property"), has submitted an application to permit on-premise consumption of alcohol pursuant to specific permits allowed by Chapter 26 of the Texas Alcoholic Beverage Code, and is requesting a variance to the alcohol distance requirements for the property on the north side of Mid-Cities Boulevard and north of Birdville High School, a public school; and WHEREAS, City Council, after consideration of the health, safety, and welfare of the public and the equities of the situation, finds that enforcement of the alcohol distance requirements in this particular instance is not in the best interest of the public; constitutes waste or inefficient use of land or other resources; creates an undue hardship on an applicant for an alcohol permit; does not serve its intended purpose; and is not effective or necessary; and WHEREAS, Notice of application was provided to the officials of the affected public school before filing with the City Council, as required by Section 6-31(c) of the North Richland Hills Code of Ordinances; and WHEREAS, City Council acknowledges that the Board of Trustees of the Birdville Independent School District may request a prohibition of the sale of alcoholic beverages when the place of business where alcohol is sold is within one thousand feet of a public school, and that such a request has not been filed with the City of North Richland Hills; and WHEREAS, City Council desires to grant the alcohol distance variance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: The City Council hereby finds the recitals above to be true and correct, and such recitals are hereby incorporated into this Ordinance as if written herein. SECTION 2: That the City Council of the City of North Richland Hills hereby grants and authorizes a variance to the alcohol distance requirements prescribed by Section 6-31 of the North Richland Hills Code of Ordinances for Convergence Capital, LLC, for property located on the north side of Mid- Cities Boulevard and north of Birdville High School, a public school, subject to the restrictions and conditions set forth and described in Exhibit "B" "Restrictions and Conditions on Variance," attached hereto and incorporated herein. SECTION 3. This variance may be revoked by the City Council in the event the applicant is found to be in violation of this Ordinance, Chapter 6 of the City Code of Ordinances, or Chapter 26 or Chapter 109 of the Texas Alcoholic and Beverage Code. SECTION 4: Any person, firm or corporation violating any provision of this Ordinance as amended hereby shall be deemed guilty of a misdemeanor and upon final conviction thereof fined in an amount not to exceed Two Thousand Dollars ($2,000.00). Each day any such violation shall be allowed to continue shall constitute a separate violation and punishable hereunder. SECTION 5: This Ordinance shall be cumulative of all provisions of the Code of Ordinances of the City of North Richland Hills, except where the provisions of this Ordinance are in direct conflict with the provisions of such ordinances and such Code, in which event conflicting provisions of such ordinances and such Code are hereby repealed. SECTION 6: All rights and remedies of the City of North Richland Hills are expressly saved as to any and all violations of the provisions of any ordinances in the Code of Ordinances of the City of North Richland Hills that have accrued at the time of the effective date of this Ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this Ordinance but may be prosecuted until final disposition by the courts. SECTION 7: It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 8: This Ordinance shall be in full force and effect immediately from and after its passage. AND IT SO ORDAINED. PASSED AND APPROVED on this 14t" day of September, 2020. CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson, City Secretary APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney RECOMMENDED: Clayton Comstock, Director of Planning EXHIBIT "A" DESCRIPTION OF THE PROPERTY BEGINNING at o TXDOT monument found for the southeast corner of Lot 4, B�lock C. Brynwyck recode�d in Document Number D200304504 P.RICJ[, in the north, right—of—way line of Mid—Cities 8ou|evnn1 (120^ R.OV)l and which is the southwest of the herein described tract; THENCE North 00' 15` 22" West — along the east line of said Bmnwyck. passing at 180,02' q iron rod wKh uop stomped "SPRY 5647° found for the northeast ommmr of said Lot 4` Block C ck, continuing along the east line of Block A. 8rynwyck, recorded in Document Number �D2121J6.58 P.RICI for o total distance of 333.41' to o 1 /2° iron rod with o cap stamped "SPRY 5647" set for the northwest corner of the herein dsochhod tract, from which q 1/2° iron rod with a cap stamped '^LBS 3946" bears, North 89' Dg' East — 0.33% THENCE North 88' OQ' 15" East — 1187.81' to o 1/2" iron rod with cap stamped "HORIZON" found for the northeast corner of the herein described tmut, common to the southeast corner of Lot 7, Block 1, of Porkmon Addition, recorded in Vo|4me 308-8, Slide 047. PRT.C.T. and in the nest lire of Lot 1R-1, Block A, Hume Depot Addition, recorded in Duo No. 202210376. P.R.T.CT.; THENCE South 00' 29' 11" [oot — 30495' n|ong the west line of uoid Lot 1R-1, 0onk A, Home Depot 4ddition, to o Y rod with cap stamped "WAy found for the southwest comer of said Lot 1R-1, Block A, Home Depot Addition, common to the southeast corner of the herein described tract and in the north right—of—way of said Mid—Cities Boulevard; THENCE South 89' 40' 08" West — 5J0.51^ along the north right-of-*my line of said Mid—Cities 8uu|evnrd to o TXDOT monument found for the beginning of o curve to the left, having o central angle of 06' 37" 53=, o radius of 57�9-58' and o chord bearing ond distance of South 86' 18' 38" West — 069.71'| THENCE along said cunu to the |mft, continuing along the north right—of—way line of said Mid—Cities Boulevard, on arc distance of 870.0@', to the POINT OF BEGINNING and containing 8.443 uurru of lard. EXHIBIT "B" RESTRICTIONS AND CONDITIONS ON VARIANCE A variance to the alcohol distance requirements prescribed by Section 6-31 of the North Richland Hills Code of Ordinances for Convergence Capital, LLC, for Property located on the north side of Mid-Cities Boulevard and north of Birdville High School, a public school, is granted, subject to the following conditions: 1. The Property is authorized to be permitted for the sale of alcoholic beverages for on-premise consumption within three hundred (300) feet of a church, public or private school, or public hospital. 2. The variance to the alcohol distance requirements is valid only for the following permit types issued by the Texas Alcoholic Beverage Commission for on-premise consumption: a. Food and Beverage Certificate (FB) b. Mixed Beverage Permit (MB) c. Mixed Beverage Restaurant Permit with FB (RM) 3. The variance to the alcohol distance requirements specifically excludes Mixed Beverage Late Hours Permit (LB) and Wine and Beer Retailer's Permit (BG) and may not be sold between the hours of midnight and 7.00 a.m. 4. The sale of alcohol for on-premise consumption must not exceed thirty percent (30%) of total sales. Such proportion may be audited annually as provided by Section 6-3, Reporting Requirement. Alcohol sales in excess of thirty percent (30%) of total sales may result in suspension or revocation of permits. 5. The variance to the alcohol distance requirements is valid for subsequent renewals of alcohol permits on the Property. 6. The variance to the alcohol distance requirements shall not be transferred to another location, assigned or otherwise transferred to another entity that will have majority ownership interest in the Property without the prior approval of the City Council, which approval may be withheld in the City's sole discretion. In the event a lessee is under a current and valid lease for a location included on the Property at the time of any such transfer of majority ownership interest in the Property, the variance to the distance requirements shall apply for that lessee through the end of the lessee's lease term (including any renewal terms). "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Consider all matters incident and related to the sale and issuance of the City of North Richland Hills, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2020, including the adoption of Ordinance No. 3664, authorizing the issuance of such certificates of obligation. PRESENTER: Mark C. Mills, Director of Finance SUMMARY: The Preliminary Official Statement and Notice of Sale for the issuance of Certificates of Obligation ("CO's") were posted for consideration on Friday, September 4, 2020. Sealed bids for the CO's are to be received on Monday, September 14, 2020 at 10.00 a.m. Council is requested to consider the issuance of City of North Richland Hills, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2020, including the adoption of Ordinance No. 3664. GENERAL DESCRIPTION: On July 27, 2020, the City Council passed Resolution No. 2020-029, authorizing the City Secretary's Office to publish a notice of intent to issue CO's in a newspaper of general circulation. In accordance with state law, the notice was published in the Fort Worth Star Telegram on July 29, 2020 and August 5, 2020. The notice included a not- to-exceed amount of $2,310,000 for the CO's. The amount included tax-exempt certificates of obligation for streets and projected issuance costs. The notice was also placed on the city's website, beginning July 31, 2020. The Preliminary Official Statement and Notice of Sale were released for consideration to potential bidders on September 4, 2020. Based on the structure recommended by the city's financial advisor, HilltopSecurities, the tax-exempt CO's will be sold at a premium. The city expects to issue approximately $2,160,000 in CO's (i.e. the par amount). In addition, the city expects to receive a net premium on the CO's of approximately $105,300. The total funds received will be approximately $2,265,300. After deducting the cost of issuance the city will receive net proceeds of $2,215,000, the amount required to cover the debt funded projects. "I r*4w NOLa`C`H KIC"HLAND HILLS The projects receiving funds from the issuance of these tax-exempt CO's are listed below: STREET PROJECTS $1,825,000 Iron Horse Boulevard 390,000 Hightower/ Davis Signalization $2,215,000 Total Streets Projects $95,000 Estimated Issuance Cost In preparation for this issuance, the city received ratings from both Moody's and Standard & Poor's. Moody's has reaffirmed the City's credit rating of "Aa2" and Standard & Poor's has reaffirmed the City's credit rating of "AA+"; both are unchanged since the last ratings were received in 2019. Staff requests City Council to consider the approval of an ordinance prepared by the city's bond counsel, North Rose Fulbright US LLP. A draft, prior to the receipt of bids for the CO's, has been enclosed. The ordinance authorizes the sale and all necessary actions associated with the transaction. If approved, the closing and delivery of funds would occur on or around October 14, 2020. RECOMMENDATION: Approve Ordinance No. 3664, authorizing the sale and issuance of City of North Richland Hills, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2020, and all incident and related matters. ORDINANCE NO. 3664 AUTHORIZING THE ISSUANCE OF CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020 Adopted September 14, 2020 100978704.2/1001132112 TABLE OF CONTENTS Page SECTION 1: Definitions.......................................................................................................... 1 SECTION 2: Authorization — Designation — Principal Amount— Purpose................................ 3 SECTION 3: Fully Registered Obligations -Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date....................................................... 3 SECTION 4: Terms of Payment-Paying Agent/Registrar........................................................ 4 SECTION5: Redemption ....................................................................................................... 5 SECTION 6: Registration - Transfer- Exchange of Certificates - Predecessor Certificates .... 7 SECTION 7: Book-Entry-Only Transfers and Transactions..................................................... 8 SECTION 8: Execution - Registration..................................................................................... 8 SECTION 9: Initial Certificate(s) ............................................................................................. 9 SECTION10: Forms ................................................................................................................ 9 SECTION 11: Certificate Fund ................................................................................................. 9 SECTION 12: Tax Levy...........................................................................................................10 SECTION 13: Limited Pledge of Net Revenues.......................................................................11 SECTION 14: System Fund.....................................................................................................11 SECTION 15: Deposits to Certificate Fund..............................................................................12 SECTION 16: Security of Funds..............................................................................................12 SECTION 17: Special Covenants............................................................................................12 SECTION 18: Issuance of Prior Lien Obligations - Additional Obligations and Subordinate LienObligations................................................................................................12 SECTION 19: Application of Prior Lien Obligations Covenants and Agreements.....................12 SECTION 20: Further Procedures...........................................................................................13 SECTION 21: Notices to Holders -Waiver ..............................................................................13 SECTION 22: Cancellation......................................................................................................13 SECTION 23: Covenants to Maintain Tax-Exempt Status .......................................................14 SECTION 24: Satisfaction of Obligations of City......................................................................17 SECTION 25: Mutilated, Destroyed, Lost, and Stolen Certificates...........................................18 SECTION 26: Ordinance a Contract -Amendments................................................................18 SECTION 27: Sale of the Certificates......................................................................................18 SECTION 28: Official Statement..............................................................................................19 SECTION 29: Proceeds of Sale...............................................................................................19 SECTION 30: Control and Custody of Certificates...................................................................19 SECTION 31: Bond Counsel's Opinion....................................................................................19 SECTION 32: CUSIP Numbers ...............................................................................................20 SECTION 33: Continuing Disclosure Undertaking...................................................................20 SECTION 34: Benefits of Ordinance .......................................................................................23 SECTION 35: Inconsistent Provisions .....................................................................................23 100978704.2/1001132112 TABLE OF CONTENTS (cont.) Page SECTION 36: Governing Law..................................................................................................23 SECTION 37: Effect of Headings.............................................................................................23 SECTION 38: Severability.......................................................................................................23 SECTION 39: Construction of Terms.......................................................................................23 SECTION 40: Incorporation of Findings and Determinations...................................................24 SECTION 41: Public Meeting ..................................................................................................24 SECTION 42: Effective Date ...................................................................................................24 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT EXHIBIT B FORM OF BOND 100978704.2/1001132112 I I ORDINANCE NO. 3664 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020"; providing for the payment of such certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues derived from the operation of the City's waterworks and sewer system; providing the terms and conditions of such certificates and resolving other matters incident and relating to the issuance, payment, security and delivery of such certificates of obligation; and providing an effective date. WHEREAS, the City Council of the City of North Richland Hills, Texas (the "City"), has heretofore determined that certificates of obligation should be issued in the maximum principal amount not to exceed $2,310,000 for the purpose of paying contractual obligations to be incurred for (i) constructing, renovating, equipping, and improving various City streets, including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-of-way therefor, and (ii) professional services rendered in relation to such projects and the financing thereof; and WHEREAS, a"Notice of Intention to Issue City of North Richland Hills, Texas, Certificates of Obligation, Series 2020" was duly published (i) in the Fort Worth Star Telegram, a newspaper hereby found and determined to be of general circulation in the City of North Richland Hills, Texas, on July 29, 2020, and August 5, 2020, the date of the first publication of such notice being not less than forty-six (46) days prior to the tentative date stated therein for the passage and adoption of this Ordinance, and (ii) continuously on the City's website for at least forty-five (45) days prior to the tentative date stated therein for the passage and adoption of this Ordinance; and WHEREAS, no petition protesting the issuance of such certificates of obligation and bearing valid petition signatures of at least 5% of the qualified voters of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this Ordinance; and WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of the projects being financed with the proceeds of the Certificates was submitted to the voters of the City during the preceding three years; and WHEREAS, the City Council of the City (the "City Council") hereby finds and determines that all of the certificates of obligation described in such notice should be issued and sold at this time in the amount and manner as hereinafter provided; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. 100978704.2/1001132112 (b) The term "Certificates" shall mean the"City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2020" authorized by this Ordinance. (c) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. (d) The term "Fiscal Year" shall mean the twelve month financial accounting period for the System ending September 30th of each year; provided, however, the City, by ordinance, may change the Fiscal Year to another period of not less than twelve calendar months. (e) The term "Government Securities" shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and(iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) The term "Gross Revenues" shall mean all income and revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid of construction, impact fees charged developers and special assessments against landowners) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Net Revenues" shall mean Gross Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (h) The term "Operating and Maintenance Expenses" shall mean all current expenses of operating and maintaining the System, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Operating and Maintenance Expenses. Operating and Maintenance Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods or services for the System to the extent authorized by law and the provisions of such contract. (i) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; 100978704.2/1001132112 2 (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 24 hereof; and (3) those Certificates that have been mutilated, destroyed, lost or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 hereof. 0) The term "Prior Lien Obligations" shall mean all revenue bonds or other obligations hereafter issued payable from and secured, in whole or in part, by a lien on and pledge of the Net Revenues of the System that is superior to the lien on and pledge of the Net Revenues of the System securing the Certificates, the Subordinate Lien Obligations and any obligations having a lien on and pledge of the Net Revenues of the System that is on an parity with the lien on and pledge of the Net Revenues of the System securing any of the Certificates and the Subordinate Lien Obligations. (k) The term "Subordinate Lien Obligations" shall mean all revenue bonds or other obligations now outstanding or hereafter issued payable from and secured, in whole or in part, by a lien on and pledge of the Net Revenues of the System that is inferior to the lien on and pledge of the Net Revenues of the System securing the Prior Lien Obligations, the Certificates, and any obligation having a lien on and pledge of the Net Revenues of the System that is on a parity with the lien on and pledge of the Net Revenues of the System securing any of the Prior Lien Obligations and the Certificates. (1) The term "System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply, treatment and transmission of treated potable water and the collection, treatment and disposal of water-carried wastes, together with all future extensions, improvements, replacements and additions thereto; provided, however, that notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term "System" shall not mean to include facilities of any kind which are declared not to be a part of the System and which are acquired or constructed by or on behalf of the City with the proceeds from the issuance of "Special Facilities Bonds", which are hereby defined as being special revenue obligations of the City which are not Prior Lien Obligations but which are payable from and secured by other liens on and pledges of any revenues, sources or payments, not pledged to the payment of the Prior Lien Obligations including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such facilities. SECTION 2: Authorization — Designation — Principal Amount— Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in an aggregate original principal amount of$ to be designated and bear the title"CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) constructing, renovating, equipping, and improving various City streets, including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-of-way therefor, and (ii) professional services rendered in relation to such projects and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including Texas Local Government Code, Subchapter C of Chapter 271, as amended. SECTION 3: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated September 1, 2020 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof(within a Stated Maturity) and the Certificates shall become 100978704.2/1001132112 3 due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount ($) Rate 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 The Certificates shall bear interest on the unpaid principal amounts from the date of delivery to the initial purchasers (anticipated to be October 14, 2020) at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months) and shall be payable on February 15 and August 15 of each year, commencing February 15, 2021, until maturity or prior redemption. SECTION 4: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment, is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the paying agent/registrar for the Certificates (the "Paying Agent/Registrar') is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Certificates (the "Security Register') shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor Pro Tern and City Secretary or Assistant City Secretary are hereby authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust company, financial institution, or other entity qualified and authorized to 100978704.2/1001132112 4 serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States mail, first-class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. The Certificates shall be payable at their Stated Maturities or upon their earlier redemption, only upon the presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or, with respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated Payment/Transfer Office"); provided, however, while a Certificate is registered to Cede & Co., the payment thereof upon a partial redemption of the principal amount thereof may be accomplished without presentation and surrender of such Certificate. Interest on a Certificate shall be paid by the Paying Agent/Registrar to the Holders whose names appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and such interest payments shall be made (i) by check sent United States mail, first-class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to be closed; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 5: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2030 shall be subject to redemption prior to maturity, at the option of the City, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2029, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. At least forty-five (45) days prior to an optional redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Certificates having a Stated Maturity of February 15, 20_and February 15, 20_ (the "Term Certificates") shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: 100978704.2/1001132112 5 Term Certificates due February 15, 20_ Term Certificates due February 15, 20_ Redemption Date Principal Amount Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_(maturity) $ Approximately forty-five (45) days prior to each mandatory redemption date for the Term Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Certificates for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Certificates of like Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions set forth in subsection (a)of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class, postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to prior redemption, and has been called for redemption, and notice of redemption thereof has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Certificate (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. (e) Conditional Notice of Redemption. With respect to any optional redemption of the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to 100978704.2/1001132112 6 the giving of such notice of redemption, such notice may state that such redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. SECTION 6: Registration - Transfer - Exchange of Certificates - Predecessor Certificates. The Paying Agent/Registrar shall obtain, record and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance or, if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate (other than the Initial Certificate authorized in Section 9 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates, executed on behalf of, and furnished by, the City, of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holders, Certificates (other than the Initial Certificate(s) authorized in Section 9 hereof) may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates, executed on behalf of, and furnished by the City, to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States mail, first-class, postage prepaid, to the Holder and, upon the registration and delivery thereof, the same shall be valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to 100978704.2/1001132112 7 Section 25 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 7: Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions contained herein relating to the payment and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of "Book-Entry-Only" securities clearance, settlement and transfer system provided by The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York ("DTC"), in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representations by and between the City and DTC (the "Depository Agreement'). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold such Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general, or in the event the City decides to discontinue use of the system of book- entry transfers through DTC, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 4, 5 and 6 hereof. SECTION 8: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor or the Mayor Pro Tern under its seal reproduced or impressed thereon and countersigned by the City Secretary or Assistant City Secretary. The signature of such officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of such individuals who are or were the proper officers of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or any of them shall cease to hold such offices prior to the delivery of the Certificates to the initial purchaser(s), and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided by Texas Government Code, Chapter 1201, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Exhibit B, manually executed by the Comptroller of Public Accounts of the State of Texas or his or her duly authorized agent, or a certificate of registration substantially in the form provided in Exhibit B, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. 100978704.2/1001132112 8 SECTION 9: Initial Certificate(s). The Certificates herein authorized shall be initially issued either(i) as a single fully registered certificate in the total principal amount stated in Section 2 hereof with principal installments to become due and payable as provided in Section 3 hereof and numbered T-1 or(ii) as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificate submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s)delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 10: Forms. (a) Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in Exhibit B with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with bond insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates, including the Initial Certificate(s), shall be typewritten, printed, lithographed, or photocopied, or produced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account on the books of the City to be designated "SPECIAL SERIES 2020 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND," and all moneys deposited to the credit of such account shall be kept and maintained in a banking fund maintained at the City's depository. The Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City Secretary, individually or collectively, are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. 100978704.2/1001132112 9 Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in such Certificate Fund shall be credited to, and any losses debited to, the such Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on such Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied, within the limitations prescribed by law, a sufficient tax on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements while the Certificates remain Outstanding, full allowance being made for delinquencies and costs of collection; such tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues of the System, and any other lawfully available revenues which are appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment 100978704.2/1001132112 10 and security of Prior Lien Obligations, the Net Revenues of the System, in the amount of$1,000 are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Certificates, and the limited pledge of $1,000 of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System until such time as the City shall pay all of such $1,000, after which time the pledge shall cease. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the Certificates shall be valid and binding and fully perfected from and after the date of adoption of this Ordinance without physical delivery or transfer or transfer of control of the Net Revenues, the filing of this Ordinance or any other act; all as provided in Texas Government Code, Chapter 1208, as amended. Texas Government Code, Section 1208, as amended, applies to the issuance of the Certificates and the pledge of the Net Revenues of the System granted by the City under this Section 13, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are Outstanding such that the pledge of the Net Revenues of the System granted by the City under this Section 13 is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in such pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in such pledge to occur. SECTION 14: System Fund. The City covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of the Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "Water and Sewer System Fund" (hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, dedicated and disbursed to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues of the System. Second: To the payment of all amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. Third: To the payment, equally and ratably, of the limited amounts pledged to the payment of the Certificates. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for payment of the Subordinate Lien Obligations and then for any other City purpose now or hereafter permitted by law. SECTION 15: Deposits to Certificate Fund. Subject to the provisions of Section 13 hereof, the City hereby covenants and agrees to cause to be deposited in the Certificate Fund from the pledged Net Revenues of the System in the System Fund, the amount of Net Revenues of the System pledged to the payment of the Certificates. 100978704.2/1001132112 11 The City covenants and agrees that the amount of pledged Net Revenues of the System ($1,000), together with other lawfully available revenues appropriated by the City for payment of the debt service requirements on the Certificates and ad valorem taxes levied, collected, and deposited in the Certificate Fund for and on behalf of the Certificates, will be an amount equal to one hundred percent(100%) of the amount required to fully pay the interest and principal due and payable on the Certificates. In addition, any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 17: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System supporting this issue of Certificates and has lawfully exercised such powers under the Constitution and laws of the State of Texas, including the powers existing under Texas Government Code, Chapter 1502, as amended, and Texas Local Government Code, Sections 271.041, et seq., as amended. (b) Other than for the payment of the Certificates, the Net Revenues of the System are not pledged to the payment of any debt or obligation of the City or of the System. SECTION 18: Issuance of Prior Lien Obligations -Additional Obligations and Subordinate Lien Obligations. The City expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise. Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue (a) obligations payable, in whole or in part, from the Net Revenues of the System and, to the extent provided, secured by a lien on and pledge of the Net Revenues of equal rank and dignity with the lien and pledge securing the payment of the Certificates and (b) Subordinate Lien Obligations. SECTION 19: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. SECTION 20: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City Secretary are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and 100978704.2/1001132112 12 deliver in the name and on behalf of the City all agreements, instruments, certificates or other documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the issuance of the Certificates. In addition, prior to the initial delivery of the Certificates, the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary or Assistant City Secretary or Bond Counsel to the City are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in the Ordinance or such other document; or (ii) as requested by the Attorney General of the State of Texas or his representative to obtain the approval of the Certificates by the Attorney General and if such officer or counsel determines that such changes are consistent with the intent and purpose of the Ordinance, which determination shall be final. In the event that any officer of the City whose signature shall appear on any document shall cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Additionally, the Mayor, Mayor Pro Tem, the City Manager, the Deputy City Manager, the Assistant City Manager, Director of Finance, City Secretary, and Assistant City Secretary may execute, authenticate, certify, or endorse or authorize to be executed, authenticated, certified, or endorsed with such officer's facsimile signature instead of the officer's manual signature any written agreement, including a contract, purchase order or surety bond, and any related document, including an application, certificate, or approval. For purposes of this Ordinance, "facsimile signature" means a reproduction of the manual signature of an authorized officer that is made by any method. SECTION 21: Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 22: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 23: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: 100978704.2/1001132112 13 "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds"means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield"of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different 100978704.2/1001132112 14 than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be"loaned"to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds(and receipts, expenditures and investments thereof)and shall retain all records of accounting for at least six years after the day on which the last outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 100978704.2/1001132112 15 (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers (defined below) and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States from the general fund, other appropriate fund, or if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Certificate Fund,the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary or Assistant City Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. (k) Qualified Tax-Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Certificates to be"qualified tax-exempt obligations" in that the Certificates are not"private activity bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations"to be issued by the City (including all subordinate entities of the City) for the calendar year 2020 will not exceed $10,000,000. 100978704.2/1001132112 16 SECTION 24: Satisfaction of Obligations of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent such limited pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section ("Defeased Certificates") when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,which Government Securities have been certified by an independent public accounting firm or other qualified third-party consultant, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made)the redemption date thereof. At such time as Certificates shall be deemed to be Defeased Certificates hereunder, as aforesaid, such Certificates and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the taxes or revenues levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem the Defeased Certificates that is made in conjunction with the payment arrangements specified in (i) or (ii) above in this paragraph shall not be irrevocable, provided that in the proceedings providing for such payment arrangements, the City: (1) expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the registered owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 25: Mutilated, Destroyed, Lost, and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing 100978704.2/1001132112 17 a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after(i)the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 26: Ordinance a Contract - Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section and Section 33 hereof. The City, may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 27: Sale of the Certificates. Pursuant to a public sale for the Certificates, the bid submitted by (herein referred to as the "Purchaser") is declared to be the best bid received producing the lowest true interest cost rate to the City; such bid is hereby accepted and incorporated herein by reference as a part of this Ordinance for all purposes and the sale of the Certificates to the Purchaser at the price of par, plus a premium, net of underwriters discount, of $ is hereby approved and confirmed. Delivery of the Certificates to the Purchaser shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. The terms of sale are hereby declared to be in the best interest of the City. SECTION 28: Official Statement. The use of the Preliminary Official Statement in the offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects, and the City Council hereby finds that the information and data contained in such Preliminary Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The form and content of the final Official Statement,which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City Secretary, any one or more of 100978704.2/1001132112 18 such officials), shall be and is hereby in all respects approved and the Purchaser is hereby authorized to use and distribute the final Official Statement, dated September 14, 2020, in the offering, sale and delivery of the Certificates to the public. SECTION 29: Proceeds of Sale. The proceeds of sale of the Certificates excluding accrued interest, if any, received from the Purchaser, and amounts to pay costs of issuance and any additional proceeds to be deposited to the Certificate Fund, shall be deposited in a fund maintained at a City depository bank (the "Construction Fund"). Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of Texas Government Code, Chapter 2256, as amended, including specifically guaranteed investment contracts permitted by Texas Government Code, Section 2256.015, et seq., and the City's investment policies and guidelines, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest or premium, if any, received from the Purchaser as well as proceeds of sale, including investment earnings thereon, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 30: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General and its registration thereof by the Comptroller of Public Accounts. Furthermore, the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City Secretary, individually or collectively, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, Bond Counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate to the initial purchasers. SECTION 31: Bond Counsel's Opinion. The Purchaser's obligation to accept delivery of the Certificates is subject to being furnished a final legal opinion of the City's bond counsel, Norton Rose Fulbright US LLP, Dallas, Texas ("Bond Counsel"), approving the Certificates as to their validity, such opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of such opinion shall accompany the global certificates deposited with DTC or a reproduction thereof shall be printed on the definitive Certificates in the event the book-entry-only system shall be discontinued. The City Council confirms Norton Rose Fulbright US LLP as the City's bond counsel. The City Manager is authorized to execute a written supplement, modification and/or extension to the City's existing engagement with such firm in the form approved by the City Attorney. SECTION 32: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving such Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 33: Continuing Disclosure Undertaking. 100978704.2/1001132112 19 (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "Financial Obligation"means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. WSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. The City shall provide annually to the MSRB (1) within six months after the end of each fiscal year, beginning in or after 2020, financial information and operating data with respect to the City of the general type included in Official Statement under Tables numbered 1 through 5 and 7 through 14, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City within twelve (12) months after the end of each year ending in or after 2020. Any financial statements so provided shall (i) be prepared in accordance with the accounting principles described in Appendix B to the Official Statement, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within twelve (12) months after any such fiscal year of the City, then the City will provide unaudited financial statements within such twelve- month period and audited financial statements when and if such audited financial statements become available. If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any documents available to the public on the MSRB's internet web site or filed with the SEC. (c) Notice of Certain Events. The City shall provide notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than ten (10) business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; 100978704.2/1001132112 20 (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates, if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding subsection (c)(12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding subsections (c)(15) and (16) and the definition of Financial Obligation in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Subsection (b) of this Section by the time required by such Section. (d) Filings with the MSRB. 100978704.2/1001132112 21 All financial information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Section shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. (e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by Subsection (c) of this Section of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates; and, nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section. Except as expressly provided within this Section, the City does not undertake to provide any other information, whether or not it may be relevant or material to a complete presentation of the City's financial results, condition, or prospects; nor does the City undertake to update any information provided in accordance with this Section or otherwise. Furthermore, the City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything herein to the contrary, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell the Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such 100978704.2/1001132112 22 provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 34: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 35: Inconsistent Provisions. Subject to Section 19 hereof, all ordinances, orders, or resolutions, or parts thereof which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 36: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 38: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance or the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 39: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine,feminine or neuter gender shall be considered to include the other genders. SECTION 40: Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. SECTION 41: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended. SECTION 42: Effective Date. In accordance with the provisions of Texas Government Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after its passage on the date shown below and it is so ordained. [Remainder of page intentionally left blank] 100978704.2/1001132112 23 PASSED AND ADOPTED, this September 14, 2020. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney APPROVED AS TO CONTENT: Director of Finance 100978704.2 [signature page of Ordinance] EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 100978704.2 A-1 EXHIBIT B FORMS (a) Form of Definitive Certificate. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION SERIES 2020 Certificate Date: Interest Rate: Stated Maturity: CUSIP No.: September 1, 2020 February 15, 20_ Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below(unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the"Registration Date" of this Certificate is prior to the initial interest payment date, in which case it shall bear interest from the date of delivery to the initial purchasers) at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2021, until maturity or prior redemption of this Certificate. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof upon presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while the Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register' maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for 100978704.2 B-1 such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2020" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) constructing, renovating, equipping, and improving various City streets, including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-of-way therefor, and (ii) professional services rendered in relation to such projects and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly Texas Local Government Code, Subchapter C of Chapter 271, as amended and pursuant to an ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates maturing on the dates hereinafter identified (the "Term Certificates") are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the date of redemption, and without premium, on the dates and in the principal amounts as follows: Term Certificates due February 15, 20_ Term Certificates due February 15, 20_ Redemption Date Principal Amount Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_(maturity) $ The particular Term Certificates to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Certificates for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Certificates of like maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement. The Certificates having Stated Maturities on and after February 15, 2030 may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2029, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty (30) days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States mail, first-class, postage prepaid, to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its 100978704.2/1001132112 B-2 principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner,without charge. If a Certificate is selected for redemption, in whole or in part,the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered owner within forty-five (45) days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. With respect to any optional redemption of the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that such redemption may, at the option of the City, be conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and limited pledge of the Net Revenues (as defined in the Ordinance) of the City's combined waterworks and sewer system (the "System"), such lien and pledge being limited to the amount of$1,000 and being junior and subordinate to the lien on and pledge of the Net Revenues of the System securing the payment of "Prior Lien Obligations" (as defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations while the Certificates are outstanding without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise, as well as the right to issue additional obligations payable from the same sources as the Certificates and, together with the Certificates, equally and ratably secured by a parity lien on and pledge of the Net Revenues of the System. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the Net Revenues of the System pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the limited pledge; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens, pledges, charges and covenants made therein may be discharged at or 100978704.2/1001132112 B-3 prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment(a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the City is duly organized and legally incorporated under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates by the levy of a tax and a pledge of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City. CITY OF NORTH RICHLAND HILLS, TEXAS 100978704.2/1001132112 B-4 [Mayor][Mayor Pro Tem] COUNTERSIGNED: [City Secretary][Assistant City Secretary] (CITY SEAL) (b) Form of Registration Certificate of Comptroller of Public Accounts to appear on the Initial Certificate only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) 100978704.2/1001132112 B-5 (c) Form of Certificate of Paying Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within- mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated office of the Paying Agent/Registrar located in East Syracuse, New York is the Designated Payment/Transfer Office for this Certificate. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas as Paying Agent/Registrar Registration Date: By: Authorized Signature (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) (Social Security or other identifying number: ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. 100978704.2/1001132112 B-6 (e) The Initial Certificate shall be in the form set forth in paragraph (a) of this Section, except that the heading and first paragraph shall be modified as follows: REGISTERED: REGISTERED: NO. T-1 $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION SERIES 2020 Certificate Date: September 1, 2020 Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the above stated Principal Amount on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from Section 3 hereof) (or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on the unpaid Principal Amount from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Certificate is prior to the initial interest payment date, in which case it shall bear interest from the date of delivery to the initial purchasers (anticipated to be October 14, 2020) at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2021, until maturity or prior redemption of this Certificate. Principal installments of this Certificate are payable at the year of maturity or on a redemption date to the registered owner hereof by The Bank of New York Mellon Trust Company N.A., Dallas, Texas (the "Paying Agent/Registrar'), upon presentation and surrender at its designated offices in East Syracuse, New York, or, with respect to a successor paying agent/registrar, at the designated office of such successor (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the"Security Register' maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates 100978704.2/1001132112 B-7 shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. 100978704.2/1001132112 B-8 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Consider all matters incident and related to the sale and issuance of the City of North Richland Hills, Texas General Obligation Bonds, Series 2020, including the adoption of Ordinance No. 3665, authorizing the issuance of such bonds and all incident and related matters. PRESENTER: Mark C. Mills, Director of Finance SUMMARY: City Council is requested to consider all matters incident and related to the issuance and sale of General Obligation Bonds, Series 2020 ("GO's"). The Preliminary Official Statement and Notice of Sale were posted for consideration by potential bidders on September 4, 2020. Sealed bids for the GO's are to be received on Monday, September 14, 2020 at 10.30 a.m. Council is request to consider the issuance and sale of City of North Richland Hills, Texas General Obligation Bonds, Series 2020, including the adoption of Ordinance No. 3665. GENERAL DESCRIPTION: The proposed GO sale will include $3,860,000 in bonds. These bonds will be used to fund the reconstruction of approximately 2,700 linear feet of Glenview from Boulevard 26 to Flory Street. The Preliminary Official Statement and Notice of Sale were released for consideration to potential bidders on September 4, 2020. Based on the structure recommended by the city's financial advisor, HilltopSecurities, the tax-exempt GO's will be sold at a premium. The city expects to issue approximately $3,755,000 in GO's (i.e. the par amount). In addition, the city expects to receive a net premium on the GO's of approximately $168,975. The total funds received will be approximately $3,923,975. After deducting the cost of issuance the city will receive net proceeds of $3,860,000, the amount required to cover the debt-funded projects. In preparation for this issuance, the city received ratings from both Moody's and Standard & Poor's. Moody's has reaffirmed the city's credit rating of "Aa2" and Standard & Poor's has reaffirmed the City's credit rating of "AA+"; both are unchanged since the last ratings were received in 2019. "I r*4W NOLa`C`H KIC"HLAND HILLS Staff requests Council to consider the approval of an ordinance prepared by the city's bond counsel, North Rose Fulbright US LLP. A draft, prior to the receipt of bids for the bonds, has been enclosed. The ordinance also authorizes all necessary actions associated with the transaction. If approved, the closing and delivery of funds would occur on or around October 14, 2020. RECOMMENDATION: Approve Ordinance No. 3665, authorizing the sale and issuance of City of North Richland Hills, Texas General Obligation Bonds, Series 2020 and all incident and related matters. ORDINANCE NO. 3665 AUTHORIZING THE ISSUANCE OF CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BONDS, SERIES 2020 ADOPTED: September 14, 2020 100992374.2/1001132112 TABLE OF CONTENTS Page Section 1: Authorization - Designation - Principal Amount - Purpose.................................. 1 Section 2: Fully Registered Obligations - Bond Date -Authorized Denominations- Stated Maturities - Interest Rates....................................................................... 1 Section 3: Terms of Payment - Paying Agent/Registrar...................................................... 2 Section4: Redemption ....................................................................................................... 3 Section 5: Registration - Transfer- Exchange of Bonds - Predecessor Bonds.................... 5 Section 6: Book-Entry-Only Transfers and Transactions..................................................... 6 Section 7: Execution - Registration..................................................................................... 6 Section 8: Initial Bond(s)..................................................................................................... 6 Section9: Forms ................................................................................................................ 7 Section 10: Levy of Taxes .................................................................................................... 7 Section 11: Mutilated - Destroyed - Lost and Stolen Bonds .................................................. 8 Section 12: Satisfaction of Obligation of City ........................................................................ 8 Section 13: Ordinance a Contract -Amendments - Outstanding Bonds................................ 9 Section 14: Covenants to Maintain Tax-Exempt Status .......................................................10 Section 15: Sale of Bonds —Official Statement Approval......................................................13 Section 16: Control and Custody of Bonds ..........................................................................13 Section 17: Proceeds of Sale...............................................................................................14 Section 18: Notices to Holders -Waiver ..............................................................................14 Section 19: Cancellation......................................................................................................14 Section20: Legal Opinion....................................................................................................14 Section 21: CUSIP Numbers ...............................................................................................14 Section 22: Benefits of Ordinance .......................................................................................15 Section 23: Inconsistent Provisions .....................................................................................15 Section 24: Governing Law..................................................................................................15 Section 25: Effect of Headings.............................................................................................15 Section 26: Construction of Terms.......................................................................................15 Section 27: Continuing Disclosure Undertaking...................................................................15 Section 28: Severability.......................................................................................................18 Section 29: Further Procedures...........................................................................................18 Section 30: Incorporation of Findings and Determinations...................................................18 Section 31: Public Meeting ..................................................................................................19 Section 32: Effective Date ...................................................................................................19 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT EXHIBIT B FORM OF BOND 100992374.2/1001132112 i ORDINANCE NO. 3665 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2020"; specifying the terms and features of such bonds; levying a continuing direct annual ad valorem tax for the payment of such bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of such bonds, including the approval and execution of a Paying Agent/Registrar Agreement, and the approval and distribution of a Preliminary Official Statement and an Official Statement; and providing an effective date. WHEREAS, the City Council (the "City Council") of the City of North Richland Hills, Texas (the "City") hereby finds and determines that general obligation bonds authorized to be issued at an election held on February 1, 2003 should be issued and sold at this time; a summary of the general obligation bonds authorized at such election, the principal amounts authorized, amounts heretofore issued and being issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being as follows: Date of Amount Previously Amount Being Premium Unissued Election Purpose Authorized ($) Issued Issued Applied ($)* Balance ($) 2-1-03 Street Improvements 30,010,000 26,310,000 -0- 2-1-03 Drainage Improvements 4,000,000 3,840,000 -0- 34,010,000 30,150,000 -0- Premium in the amount of$ which the City has allocated to and applied against the voted authorization referenced in the above table results in a total amount of$ allocated to and applied against the voted authorization. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: Authorization - Designation - Principal Amount - Purpose. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $ , to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2020" (hereinafter referred to as the"Bonds"), for the purpose of providing funds for permanent public improvements and public purposes, to wit: (1) street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and rights-of-way therefor, (2) drainage improvements, and (3) payment of the costs of issuance of the Bonds, all in accordance with the authority conferred by and in conformity with the Constitution and laws of the State of Texas, including Chapter 1331 of the Texas Government Code, as amended. Section 2: Fully Registered Obligations - Bond Date - Authorized Denominations- Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated September 1, 2020 (the "Bond Date"), shall be in denominations of$5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the rates per annum in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount ($) Rates 20 20 20 100992374.2/1001132112 20 20 20 20 20 20 20 20 20 20 The Bonds shall bear interest on the unpaid principal amounts from the date of delivery to the initial purchaser (anticipated to be October 14, 2020) at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15 in each year, commencing February 15, 2021, until maturity or prior redemption. Section 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor Pro Tern and City Secretary or Assistant City Secretary are authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or, with respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose names appear in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the 100992374.2/1001132112 2 address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. Section 4: Redemption. (a) Optional Redemption. The Bonds maturing on and after February 15, 2030, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part, from time to time, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2029, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. (b) Mandatory Redemption. The Bonds having a Stated Maturity of February 15,20_ and February 15, 20_(the "Term Bonds") shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Bonds due February 15, 20_ Term Bonds Due February 15, 20_ Redemption Date Principal Amount Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_ $ February 15, 20_(maturity) $ Approximately forty-five (45) days prior to each mandatory redemption date for the Term Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on the date of their Stated Maturity. 100992374.2/1001132112 3 The principal amount of the Term Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds of like Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions set forth in subsection (a) of this Section and not theretofore credited against a mandatory redemption requirement. (c) Selection of Bonds for Redemption. If less than all of the Outstanding (as defined herein) Bonds are to be redeemed on a redemption date, the City may select the Stated Maturity or Stated Maturities of Bonds to be redeemed. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by$5,000 and shall select the Bonds to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the City shall cause a notice of redemption to be sent by United States mail, first-class, postage prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Bond (or the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Bonds. If a Bond is subject by its terms to prior redemption and has been called for redemption or notice of redemption has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. (e) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that such redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any other prerequisites set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied or sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. 100992374.2/1001132112 4 Section 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8 hereof) may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States mail, first-class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. 100992374.2/1001132112 5 Section 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions contained herein relating to the payment, redemption, and transfer/exchange of the Bonds, the City hereby approves and authorizes the use of "Book-Entry-Only" securities clearance, settlement and transfer system provided by The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York("DTC"), in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representations, by and between the City and DTC (the "Depository Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited with DTC who shall hold such Bonds for its participants (the"DTC Participants"). While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Bonds or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City decides to discontinue use of the system of book-entry transfers through DTC, the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of Sections 3, 4, and 5 hereof. Section 7: Execution - Registration. The Bonds shall be executed on behalf of the City by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and countersigned by the City Secretary or Assistant City Secretary. The signature of such officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the date of the adoption of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in the Texas Government Code, Chapter 1201, as amended. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Exhibit B, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Exhibit B, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered, and delivered. Section 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the aggregate principal amount stated in Section 1 hereof with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) 100992374.2/1001132112 6 shall be the Bond(s) submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. Section 9: Forms. (a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in Exhibit B with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. Section 10: Levy of Taxes. To provide for the payment of the "Debt Service Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on such Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a "Special 2020 Bond Account" (the "Interest and Sinking Fund") maintained on the records of the City and deposited in a special fund maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. The Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary, and Assistant City Secretary of the City, any one or more of such officials, are hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of principal of and interest on the 100992374.2/1001132112 7 Bonds as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Bonds. Section 11: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, destroyed, lost or stolen. Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. Section 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm or other qualified third-party consultant, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay all necessary and proper fees, compensation, and expenses of the Paying Agent/Registrar and to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof, or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City reserves the right, subject to satisfying the requirements of(i) and/or (ii) above, to substitute other Government Securities for the Government Securities originally deposited, to reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit of the City moneys in excess of the amount required for such defeasance. After firm banking and financial arrangements for the discharge and final payment of the Bonds have been made as described 100992374.2/1001132112 8 above, all rights of the City to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of this Ordinance are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished if the City: (1) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (2) gives notice of the reservation of that right to the Holders of the Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities", as used herein, shall mean (i) direct, noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. Section 13: Ordinance a Contract-Amendments-Outstanding Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section and in Section 27 hereof. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. 100992374.2/1001132112 9 The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except: (1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 12 hereof; and (3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof. Section 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. "Investment' has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment' means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount' has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148- 4 of the Regulations. 100992374.2/1001132112 10 (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. 100992374.2/1001132112 11 (f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchaser (defined below) and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States from the construction fund, the general fund, or other appropriate fund or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Interest and Sinking Fund, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. 100992374.2/1001132112 12 (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary and Assistant City Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. (k) Qualified Tax-Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds to be "qualified tax-exempt obligations" in that the Bonds are not "private activity bonds" as defined in the Code and the reasonably anticipated amount of"qualified tax exempt obligations"to be issued by the City(including all subordinate entities of the City)for the calendar year 2020 will not exceed $10,000,000. Section 15: Sale of Bonds —Official Statement Approval. Pursuant to a public sale for the Bonds, the bid submitted by (herein referred to as the "Purchaser") is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Bonds to such Purchaser at the price of par plus a cash premium of$ , is hereby determined to in the best interests of the City and is approved and confirmed. Delivery of the Bonds to the Purchaser shall occur as soon as possible upon payment being made therefore in accordance with the terms of the sale. The initial Bond shall be registered in the name as provided in the winning bid form. Furthermore, the use of the Preliminary Official Statement by the Purchaser in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary or Assistant City Secretary, any one or more of such officials), shall be and is hereby in all respects approved and the Purchaser is hereby authorized to use and distribute such final Official Statement, dated September 14, 2020 in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized to deliver, for and on behalf of the City, copies of such Official Statement in final form as may be required by the Purchaser, and such final Official Statement in the form and content executed by such officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchaser. Section 16: Control and Custody of Bonds. The Mayor or Mayor Pro Tem of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchaser. 100992374.2/1001132112 13 Section 17: Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds of sale of the Bonds (less those proceeds of sale designated to pay costs of issuance) will be deposited in the project account held at the depository bank of the City to finance the permanent public improvements referenced in Section 1 hereof. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of Texas Government Code, Chapter 2256, as amended, including specifically guaranteed investment contracts permitted by Texas Government Code, Section 2256.015, et seq., and the City's investment policies and guidelines, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. Accrued interest received from the Purchasers, if any, as well as any surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. Section 18: Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class, postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 19: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City. Section 20: Legal Opinion. The obligation of the Purchaser to accept delivery of the Bonds is subject to being furnished a final legal opinion of Norton Rose Fulbright US LLP, Dallas, Texas ("Bond Counsel") approving such Bonds as to their validity, such opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction of such opinion is hereby authorized to be printed on or attached to the definitive Bonds or an executed counterpart thereof shall accompany the Bonds deposited with DTC. The City Council confirms Norton Rose Fulbright US LLP as the City's bond counsel. The City Manager is authorized to execute a written supplement, modification and/or extension to the City's existing engagement with such firm in the form approved by the City Attorney. Section 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof 100992374.2/1001132112 14 and neither the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. Section 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. Section 23: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 24: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 25: Effect of Headings. The section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 26: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine,feminine or neuter gender shall be considered to include the other genders. Section 27: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that"financial obligation"shall not include municipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. WSRB"means the Municipal Securities Rulemaking Board. "Rule"means SEC Rule 15c2-12, as amended from time to time. "SEC'means the United States Securities and Exchange Commission. (b) Annual Reports. The City shall provide annually to the MSRB (1)within six months after the end of each fiscal year, beginning in or after 2020, financial information and operating data with respect to the City of the general type included in Official Statement under Tables numbered 1 through 5 and 7 through 14, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available, and in any case within twelve (12) months after the end of each year ending in or after 2020. Any financial statements so provided shall (i) be prepared in accordance with the accounting principles described in Appendix B to the Official Statement, or such other accounting principles as the City 100992374.2/1001132112 15 may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within twelve (12) months after any such fiscal year of the City, then the City will provide unaudited financial statements within such twelve-month period and audited financial statements when and if such audited financial statements become available. If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet website or filed with the SEC. (c) Notice of Certain Events. The City shall provide notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10) business days after occurrence of the event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; 13. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. 100992374.2/1001132112 16 For these purposes, (a) any event described in the immediately preceding subsection (c)12 is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding subsections (c)15 and 16 and the definition of Financial Obligation in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Filings with the MSRB. All financial information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Section shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. (e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. 100992374.2/1001132112 17 Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided pursuant to subsection (b) hereof an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. Section 28: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. Section 29: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, City Secretary, and Assistant City Secretary are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and on behalf of the City all agreements, instruments, certificates or other documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the issuance, sale and delivery of the Bonds. In addition, prior to the delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, Assistant City Manager, Director of Finance, or Bond Counsel to the City are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in this Ordinance or such other document, or (ii) as requested by the Attorney General of the State of Texas or his representative to obtain the approval of the Bonds by the Attorney General. In the event that any officer of the City whose signature shall appear on any document shall cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Additionally, the Mayor, Mayor Pro Tem, the City Manager, the Deputy City Manager, the Assistant City Manager, Director of Finance, City Secretary, and Assistant City Secretary may execute, authenticate, certify, or endorse or authorize to be executed, authenticated, certified, or endorsed with such officer's facsimile signature instead of the officer's manual signature any written agreement, including a contract, purchase order or surety bond, and any related 100992374.2/1001132112 18 document, including an application, certificate, or approval. For purposes of this Ordinance, "facsimile signature" means a reproduction of the manual signature of an authorized officer that is made by any method. Section 30: Incorporation of Findings and Determinations. The findings and determinations of the City Council contained in the preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. Section 31: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended. Section 32: Effective Date. In accordance with the provisions of Texas Government Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after its passage on the date shown below and it is so ordained. [remainder of page left blank intentionally] 100992374.2/1001132112 19 PASSED AND APPROVED, this September 14, 2020. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: Assistant City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney (City Seal) APPROVED AS TO CONTENT: Director of Finance [signature page of Ordinance] EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 100992374.2/1001132112 A-1 EXHIBIT B FORMS (a) Form of Definitive Bonds. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BOND, SERIES 2020 Bond Date: Interest Rate: Stated Maturity CUSIP No: September 1, 2020 % February 15, 20_ Registered Owner: Principal Amount: The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body corporate and political subdivision in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the interest payment date next preceding the"Registration Date" of this Bond appearing below(unless this Bond bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Bond is prior to the initial interest payment date in which case it shall bear interest from the date of delivery to the initial purchasers (anticipated to be October 14, 2020) at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2021, until maturity or earlier redemption. Principal of this Bond is payable at its Stated Maturity or on a date of earlier redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)whose name appears on the"Security Register" maintained by the Paying Agent/Registrar at the close of business on the"Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking 100992374.2/1001132112 F-1 institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the "Bonds") for the purpose of providing funds for permanent public improvements and public purposes, to wit: (1) street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and rights-of-way therefor, (2) drainage improvements, and (3) payment of the costs of issuance of the Bonds, all in accordance with the authority conferred by and in conformity with the Constitution and laws of the State of Texas, including Texas Government Code, Chapter 1331, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). [The Bonds maturing on the dates hereinafter identified (the "Term Bonds") are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the date of redemption, and without premium, on the dates and in the principal amounts as follows: Term Bonds due February 15, 20_ Term Bonds Due February 15, 20_ Redemption Date Principal Amount Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_ $ February 15, 20_(maturity) $ The particular Term Bonds to be redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds of like maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions appearing below and not theretofore credited against a mandatory redemption requirement.] The Bonds maturing on and after February 15, 2030, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2029, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City shall cause a written notice of such redemption to be sent by United States mail, first-class, postage prepaid, to the registered owners of each Bond to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date such Bond -B-2- (or the portion of its principal sum to be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event a portion of the principal amount of a Bond is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of the registered owner within forty-five (45) days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Bond redeemed in part. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that such redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. -B-3- The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register(i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City. CITY OF NORTH RICHLAND HILLS, TEXAS [Mayor][Mayor Pro Tem] COUNTERSIGNED: [City Secretary][Assistant City Secretary] (CITY SEAL) -B-4- (b) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ) OF PUBLIC ACCOUNTS ) REGISTER NO. THE STATE OF TEXAS ) I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) (c) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar in East Syracuse, New York is the "Designated Payment/Transfer Office" for this Bond. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar Registration date: By: Authorized Signature -B-5- (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the Signature guaranteed: name of the registered owner as it appears on the face of the within Bond in every particular. (e) The Initial Bond(s) shall be in the form set forth in subsection (a) of this Exhibit, except that the form of the single fully registered Initial Bond shall be modified as follows: REGISTERED REGISTERED NO. T-1 $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BOND SERIES 2020 Bond Date: September 1, 2020 Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills, Texas (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof,the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR OF STATED PRINCIPAL INTEREST MATURITY INSTALLMENTS ($) RATE (%) (Information to be inserted from schedule in Section 2 hereof). -B-6- (or so much principal thereof as shall not have been redeemed prior to maturity) and to pay interest on the unpaid Principal Amount hereof from the date of delivery to the initial purchasers (anticipated to be October 14, 2020) at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2021, until maturity or earlier redemption. Principal installments of this Bond are payable on the Stated Maturity dates or on a redemption date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar ), upon its presentation and surrender at its designated offices, initially in East Syracuse, New York, or, with respect to a successor paying agent/registrar, at the designated office of such successor (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Bond whose name appears on the "Security Register' maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. -B-7- "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: September 14, 2020 SUBJECT: Announcements PRESENTER: GENERAL DESCRIPTION: 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. Announcements: After a 10-month renovation of the course and clubhouse, Iron Horse Golf Course will celebrate its grand reopening with a tournament on Friday, September 18. Please contact the golf course for more information. The City of NRH reminds all residents to take steps to protect themselves from West Nile Virus and other diseases carried by mosquitoes. Remember to wear insect repellent whenever you spend time outdoors and eliminate standing water where mosquitoes breed around your home. You can find a backyard checklist of eliminating mosquitoes on our website. Kudos Korner: Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Terry Wreay in Public Works —A citizen emailed her appreciation for Terry, after he came upon her bicycle accident and stopped to help. He stayed on the scene with her until the ambulance arrived and delivered the bicycle back to her house safely. "That was over and above your duties and so appreciated," she said. "Thank you for all your help, thank you for all you do for our city, and I am happy to know we have a good man working out there in the city for us."