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CC 2022-08-22 Agendas
k4Ft, D HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 4301 CITY POINT DRIVE NORTH RICHLAND HILLS,TX 76180 MONDAY, AUGUST 22, 2022 WORK SESSION Held in the Council Workroom CALL TO ORDER 1.. Discuss items from regular Citv Council meeting. 2.. Welcome and introduction ® public official, public employee or citizen. EXECUTIVE SESSION The City Council may enter into closed Executive Session as authorized by Chapter 551, Texas Government Code. Executive Session may be held at the end of the Regular Session or at any time during the meeting that a need arises for the City Council to seek advice from the city attorney (551.071) as to the posted subject matter of this City Council meeting. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. 1. Section 551.07Deliberate the purchase, exchange, lease or value o real property ® 6600 Davis Boulevard 2. Section 551.087: Deliberation regarding conomic Development negotiations ® 8358 Davis Boulevard REGULAR MEETING Held in the City Hall Council Chambers Monday, August 22, 2022 City Council Agenda Page 1 of 5 A. CALL TO ORDER A.1 INVOCATION A.2 PLEDGE A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) AA 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 B.1 Approve minutes of the August 3, 2022 regular City Council meeting. B.2 Award RFB 22-023, annual purchase for uninterrupted power supply services to ypertech USA, Inc., in the amount not to exceed 63,330.04. B.3 Consider award of contract to Relief Services for Veterinary Practitioners ( SVP} for Veterinarian Services at the North Richland Hills Animal Adoption and Rescue Center and authorize the City Manager to execute the contract in an amount not to exceed $59,000 nD2211y, for corrected bid number 22-005 (issued as 21®005). Monday, August 22, 2022 City Council Agenda Page 2 of 5 B.4 Authorize the City Manager to execute the tenth amendment to the Texas Anti-Gang (TAQL Center Analyst Agreement, as grant fiduciary for the TAG Center Grant #2848908, including $82,079.22annual rate of compensation for the TAG Center B-5 Authorize the City Manager to execute the seventh amendment to the Texas Anti-Gang (TAGS Center Administrator Agreement, as grant fiduciary for the TAG Center Grant #2848908 including $167,257.83 annual rate o compensation for the TAG Center Administrator. B-6 Authorize the City Manager to execute a professional services agreement for Emergency Medical Director services between the City of North Richland Hills and Questcare Medical Services PLLQ on behalf of Johnson, M.D., to provide medical direction to the North Richland Hills Fire apartment and NRH20 water B-7 Authorize —payment to Joe Goddard EgjgLgri�e�, LLQ for outdoor wgLniEg_LLen maintenance,_ repair, and replacement for an amount not to exceed $114,512 in total for the remaining contract period through December 7,2024. B-8 Authorize the City Manager to execute a contract with Unifirst Corp. for the rental of uniform, industrial _mats,_IgRalie� and accessorie� through BuvBoard Contract Number 670-22 for an amount not to exceed $135,000 in total for the remaining contract period of three years. B-9 Approve an agreement with Iteris Inc. for cumulative _purchases for traffic signal equipment in an amount up to $320,577 using QuyBcard 608® 0 and direct purchases from Iteris for sole source products. C. PUBLIC HEARINGS C.1 ZC21-0016, Ordinance No. 3754,_Egblic hearing and consideration of a reguest from Fernando Sotelo for a zoning change from 1-2 Industrials to R I®P t at 6716..........�Residenfial Infill Planned QevgjQpMen�_ Stardust Drive, being 2.86 acres described as Tract 1A2 John Q Yates Survey, Abstract 1753. D. PLANNING AND DEVELOPMENT E. PUBLIC WORKS F. GENERAL ITEMS Monday, August 22, 2022 City Council Agenda Page 3 of 5 F-1 Consider Ordinance No. 3752, authorizing the issuance........of......."City of North Richland Bonds, Series 2022"; peciyinq the terms and features of said bonds; levyinga continuing direct annual ad valorem tax for the payment o said bonds; resolving other matters incident and related to the issuance, payment and delivery of said bonds including the approval and execution ofapproval and distribution of a Preliminary Off cial Statement and an Official Statement., and providing an effective date. F-2 Consider Ordinance No. 3753, authorizing the issuance........of......."City of North Richland Hills., Texas Tax and Waterworks and Sewer System (Limited Pledge) Re enue Certificates of Obligation Series 2022"; 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 the terms and conditions of such certificates and resolving other matters incident and relating issuance, payment, security and delivery of such certificates of obligation; and providing an effective date. F-3 Approve Resolution No. 2022-037 authorizing and endorsing the application for the 2023 "Our Town" grant program by the National Endowment for the Arts for the Wishing Spot project at Linda purlock Park. 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 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, August 19, 2022 by 3:00 PM. Monday, August 22, 2022 City Council Agenda Page 4 of 5 Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary/Chief Governance Officer Monday, August 22, 2022 City Council Agenda Page 5 of 5 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 8, 2022 SUBJECT: Discuss items from regular City Council meeting. PRESENTER: Mark Hindman, City Manager SUMMARY: The purpose of this item is to allow City Council the opportunity to discuss any item on the regular agenda. GENERAL DESCRIPTION: The purpose of this standing item is to allow City Council the opportunity to inquire about items that are posted for discussion and deliberation on the regular City Council agenda. City Council is encouraged to ask staff questions to clarify and/or provide additional information on items posted on the regular or consent agenda. City Council may also elect to move items from the regular agenda to the consent agenda upon receiving clarification from staff on posted regular agenda items. "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Welcome and introduction - public official, public employee or citizen. PRESENTER: Mark Hindman, City Manager SUMMARY: Introduction of public official, public employee or citizen in attendance at the meeting. GENERAL DESCRIPTION: The purpose of this item is to provide City staff or City Council the opportunity to recognize and introduce a public official, public employee, or citizen in attendance at the meeting. "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Approve minutes of the August 8, 2022 regular City Council meeting. PRESENTER: Alicia Richardson, City Secretary/Chief Governance Officer 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 the minutes of the August 8, 2022 regular City Council meeting. MINUTES OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE AUGUST 8, 2022 REGULAR MEETING A. CALL TO ORDER Mayor Pro Tem Rodriguez called the meeting to order August 8, 2022 at 7.00 p.m. Present: Tito Rodriguez Mayor Pro Tem, Place 1 Rita Wright Oujesky Place 2 Suzy Compton Place 3 Mason Orr Place 4 Scott Turnage Associate Mayor Pro Tem, Place 6 Kelvin Deupree Deputy Mayor Pro Tem, Place 7 Absent: Oscar Trevino Mayor Vacancy: Place 5 Staff Members: Mark Hindman City Manager Alicia Richardson City Secretary/Chief Governance Officer Thomas McMillian Assistant City Attorney A.1 INVOCATION Council member Orr gave the invocation. A.2 PLEDGE Council member 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 Mr. Randall Davis, 5941 Dripping Spring, North Richland Hills, commended the police department for conducting community meetings and addressing questions from the August 08, 2022 City Council Meeting Minutes Page 1 of 7 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 ORR, SECONDED BY COUNCIL MEMBER WRIGHT OUIESKY TO APPROVE THE CONSENT AGENDA. MOTION TO APPROVE CARRIED 6-0. BA APPROVE MINUTES OF THE JULY 25, 2022 REGULAR CITY COUNCIL MEETING. B.2 APPROVE RFP NO. 22-012 AND AUTHORIZE THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH GATEMASTER TECHNOLOGY FOR THE PURCHASE OF A REPLACEMENT POINT-OF-SALE SYSTEM FOR NRH2O FAMILY WATERPARK IN THE AMOUNT OF $302,836.20 OVER A FIVE-YEAR PERIOD. B.3 APPROVE RESOLUTION NO. 2022-036, SUPPORTING SYLVANIA INDUSTRIAL PARK, LLC'S APPLICATION TO THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY (TCEQ) FOR A MUNICIPAL SETTING DESIGNATION (MSD) ON PROPERTY LOCATED AT 3201 NORTH SYLVANIA AVENUE, FORT WORTH, TEXAS. C. PUBLIC HEARINGS CA CONDUCT PUBLIC HEARING AND CONSIDER ORDINANCE NO. 3750, APPROVING THE ANNUAL SERVICE PLAN UPDATE TO THE SERVICE AND ASSESSMENT PLAN, INCLUDING THE ASSESSMENT ROLLS, FOR THE CITY POINT PUBLIC IMPROVEMENT DISTRICT. APPROVED Mayor Pro Tern Rodriguez opened the public hearing and called on Director of Economic Development Craig Hulse to present the item. August 08, 2022 City Council Meeting Minutes Page 2 of 7 Mr. Hulse informed City Council the item before them this evening is to approve the 2022 Annual Service Plan Update to the Service and Assessment Plan to include the Assessment Rolls for the City Point Public Improvement District. In 2019, City Council approved the creation of the City Point Public Improvement District (PID), associated Service and Assessment Plan, and levied assessments against properties within Improvement Zones A & B. The PID is a designated area where property owners pay a special assessment for improvements and services within that area. Pursuant to Chapter 372 of the Texas Local Government Code (PID Act), City Council must annually approve an updated Service and Assessment Plan, including the Assessment Rolls for Improvement Zones A & B. Mr. Kyle Sikorski with P3 Works stated that they serve as the city's PID administrator. Pursuant to Chapter 372 of the Texas Local Government Code, the Service and Assessment Plan is required to be updated annually and approved by the governing body. P3 Works is responsible for ensuring future residents located in the PID are informed of the assessment plan. The plan before City Council tonight does not include new assessments. The plan is just an update noting the cost and service assessment for each property. The update also includes the buyer disclosures, which will be provided at contract and closing. Mr. Sikorski shared that buyer's have the option to prepay the debt service payments in full. Mayor Pro Tern Rodriguez asked the City Secretary to call on those who completed a public meeting appearance form to speak during the public hearing. There being no forms submitted, Mayor Pro Tern Rodriguez asked if there was anyone in the audience wishing to speak on the item to come forward. There being no one wishing to speak, Mayor Pro Tern Rodriguez closed the public hearing. A MOTION WAS MADE BY DEPUTY MAYOR PRO TEM DEUPREE, SECONDED BY ASSOCIATE MAYOR PRO TEM TURNAGE TO APPROVE ORDINANCE NO. 3750, APPROVING THE ANNUAL SERVICE PLAN UPDATE TO THE SERVICE AND ASSESSMENT PLAN, INCLUDING THE ASSESSMENT ROLLS, FOR THE CITY POINT PUBLIC IMPROVEMENT DISTRICT. MOTION TO APPROVE CARRIED 6-0. C.2 CONDUCT PUBLIC HEARING AND CONSIDER ORDINANCE NO. 3751, ADOPTING THE FISCAL YEAR 2021/2022 REVISED OPERATING BUDGET AND AMENDING THE FISCAL YEAR 2021/2022 CAPITAL PROJECTS BUDGET. APPROVED August 08, 2022 City Council Meeting Minutes Page 3 of 7 Mayor Pro Tern Rodriguez opened the public hearing and called on City Manager Mark Hindman to introduce the item. Mr. Hindman stated the ordinance for consideration this evening revises the Fiscal Year 2021/2022 Operating Budget and amends the Fiscal Year 2021/2022 Capital Projects Budget. The details of the budget changes were presented to City Council in the Executive Summary book at their July 29 Budget Work Session. Notable changes include: annual encumbrance roll, which allows purchases authorized in Fiscal Year 2021 to occur in Fiscal Year 2022; closure of Tax Increment Reinvestment Zones 1/1A and 2, including defeasement of all debt associated with the fund; information technology projects, such as Voice Over IP phone system and police CAD/RMS system replacement; prepayment of fleet vehicles for 2023, which was previously approved by City Council on July 11, 2022; inflationary impacts of the economy including increased fuel and vehicle parts; and increase in sales tax to the General Fund, Park Fund, and Crime Control District Fund. Over the course of the 2021/2022 fiscal year, several projects were revised and the proposed ordinance includes an amendment to the Fiscal Year 2021/2022 Capital Projects Budget. The projects include five existing street projects with revisions totaling $590,000; five existing park and recreation projects with revisions totaling $67,075; five existing utility projects with revisions totaling $128,620; 11 facilities projects (nine projects funded by American Rescue Plan Act "ARPA") with revisions totaling $1,326,144; four fleet services projects (funded by ARPA) with revisions totaling $268,501 ; and 12 information technology projects (eight projects funded by ARPA) with revisions totaling $2,186,315. Mr. Hindman stated all the funds in the revised budget are balanced. Mayor Pro Tern Rodriguez asked the City Secretary to call on those who completed a public meeting appearance form to speak during the public hearing. There being no forms submitted, Mayor Pro Tern Rodriguez asked if there was anyone in the audience wishing to speak on the item to come forward. There being no one wishing to speak, Mayor Pro Tern Rodriguez closed the public hearing. A MOTION WAS MADE BY COUNCIL MEMBER COMPTON, SECONDED BY COUNCIL MEMBER WRIGHT OUJESKY TO APPROVE ORDINANCE NO. 3751, ADOPTING THE FISCAL YEAR 2021/2022 REVISED OPERATING BUDGET AND AMENDING THE FISCAL YEAR 2021/2022 CAPITAL PROJECTS BUDGET. MOTION TO APPROVE CARRIED 6-0. D. PLANNING AND DEVELOPMENT There were no items for this category. August 08, 2022 City Council Meeting Minutes Page 4 of 7 E. PUBLIC WORKS There were no items for this category. F. GENERAL ITEMS FA AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH TARRANT COUNTY TAX ASSESSOR/COLLECTOR AND TARRANT COUNTY FOR THE ASSESSMENT AND COLLECTION SERVICES OF SPECIAL ASSESSMENTS LEVIED FOR THE CITY POINT PID IMPROVEMENT ZONE A (642). APPROVED Mayor Pro Tern Rodriguez informed Council that items F.1 and F.2 would be presented together, but separate action will be taken on each item. Director of Economic Development Director Craig Hulse stated the city currently contracts with the Tarrant County Tax Assessor/Collector and Tarrant County for assessment and collection of the city's ad valorem taxes. Staff recommends City Council authorize the City Manager to enter into a contract with Tarrant County Tax Assessor/Collector and Tarrant County for the assessment and collection services of special assessments levied for City Point Public Improvement District (PID) Zones A and B. A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUIESKY, SECONDED BY DEPUTY MAYOR PRO TEM DEUPREE TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH TARRANT COUNTY TAX ASSESSOR/COLLECTOR AND TARRANT COUNTY FOR THE ASSESSMENT AND COLLECTION SERVICES OF SPECIAL ASSESSMENTS LEVIED FOR THE CITY POINT PID IMPROVEMENT ZONE A(642). MOTION TO APPROVE CARRIED 6-0. F.2 AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH TARRANT COUNTY TAX ASSESSOR/COLLECTOR AND TARRANT COUNTY FOR THE ASSESSMENT AND COLLECTION SERVICES OF SPECIAL ASSESSMENTS LEVIED FOR THE CITY POINT PID IMPROVEMENT ZONE B (643). APPROVED This item was presented in conjunction with item F.1. August 08, 2022 City Council Meeting Minutes Page 5 of 7 A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUIESKY, SECONDED BY ASSOCIATE MAYOR PRO TEM TURNAGE TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH TARRANT COUNTY TAX ASSESSOR/COLLECTOR AND TARRANT COUNTY FOR THE ASSESSMENT AND COLLECTION SERVICES OF SPECIAL ASSESSMENTS LEVIED FOR THE CITY POINT PID IMPROVEMENT ZONE B (643). MOTION TO APPROVE CARRIED 6-0. F.3 SETTING SEPTEMBER 8, 2022 AS THE DATE FOR THE TAX RATE PUBLIC HEARING AND VOTE ON PLACING THE TAX RATE ADOPTION ON THE AGENDA OF THE SEPTEMBER 12, 2022 CITY COUNCIL MEETING. APPROVED City Manager Mark Hindman stated this item presents the proposed property tax rate for Tax Year 2022, sets the public hearing date for input regarding the tax rate, and sets the date for a vote to adopt the property tax rate. The City received the certified property tax values from Tarrant County Appraisal District on July 21. The Certified Roll was presented to City Council on July 29 during their Budget Work Session. The proposed tax rate for 2022 is $0.547972 per $100 of assessed value, which is a reduction of $0.24212 from the previous year. The city has lowered the tax rate for the past three years and most recently the city approved to increase the homestead exemption. Pursuant to state law, the City Council must set a public hearing for the tax rate. The notice will be published on the city's website, on Citicable, and in the Fort Worth Star Telegram. The public hearing will be conducted on Thursday, September 8 at 7.00 p.m. in the City Council Chamber, located at 4301 City Point Drive. The City Council will consider and take action on the proposed tax rate on Monday, September 12 at 7.00 p.m. The meeting will be held in the City Council Chamber, located at 4301 City Point Drive. A MOTION WAS MADE BY COUNCIL MEMBER COMPTON, SECONDED BY COUNCIL MEMBER ORR TO APPROVE SETTING THURSDAY, SEPTEMBER 8, 2022 AS THE DATE FOR PUBLIC HEARING ON THE PROPOSED $0.547972 PER $100 OF TAXABLE VALUATION AND TO PLACE THE ADOPTION OF THE TAX RATE AS AN ACTION ITEM ON THE MONDAY, SEPTEMBER 12, 2022 CITY COUNCIL AGENDA. MOTION TO APPROVE CARRIED 6-0. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA August 08, 2022 City Council Meeting Minutes Page 6 of 7 Mayor Pro Tern Rodriguez announced that City Council did not convene into Executive Session. H. INFORMATION AND REPORTS H.1 ANNOUNCEMENTS Council member Compton made the following announcements. August is Clear the Shelters month. Throughout the month, the North Richland Hills Animal Adoption & Rescue Center will be waiving pet adoption fees. Please visit our website or contact the shelter for more information. Northeast Tarrant Teen Court is seeking middle and high school-aged volunteers to serve as jurors and teen attorneys. No prior experience is required. Volunteers will learn about courtroom procedures and the judicial system and will gain valuable public speaking and leadership skills. Please visit our website or contact the court for more information. Kudos Korner - Cecilia Barham & Staff at the Library - A library patron sent a letter praising the library staff for hosting the recent Behind the Book author event. "From start to finish, the evening was absolutely an amazing experience," she said. She added, "Programs such as the Behind the Book author series benefit the entire community and differentiate the NRH library from other libraries in the area." I. ADJOURNMENT Mayor Pro Tern Rodriguez adjourned the meeting at 7.32 p.m. Tito Rodriguez, Mayor Pro Tern Alicia Richardson City Secretary/Chief Governance Officer August 08, 2022 City Council Meeting Minutes Page 7 of 7 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Award RFB 22-023, annual purchase for uninterrupted power supply services to Hypertech USA, Inc., in the amount not to exceed $68,330.04. PRESENTER: Chris Amarante, Director of Facilities & Construction SUMMARY: City Council is being requested to award RFB 22-023 for the annual purchase for uninterrupted power supply services to Hypertech USA, Inc., in the amount not to exceed $68,330.04. 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 a service agreement with a specialized contractor to perform software upgrades, battery replacement, and emergency repairs in the event of a malfunction. The city currently has seven single phase UPS's ranging in size from 9 kVA to 18 kVA. City Hall has four, three phase UPS's, two 100 kVA and two 80 kVA systems. The current maintenance agreement is with Driscoll Automatic Controls, Inc., and will expire on September 30, 2022. The city obtained five quotes for an annual service agreement of this equipment. The lowest and second lowest bidders did not meet the required specifications. Hypertech USA Inc. had the lowest qualifying bid at $68,330.04 annually. This is a one (1) year agreement, with four (4) additional options to renew for one-year each. Provided that funds are appropriated in the city's annual budget for the initial term and the remaining renewal years, and terms and conditions of the agreement do not change, the remaining renewals will not require additional City Council approval. Hypertech USA, Inc. references were checked and were reported to be favorable. RECOMMENDATION: Award RFB 22-023, annual purchase for uninterrupted power supply services to Hypertech USA, Inc., in the amount not to exceed $68,330.04. r4m" CITY OF NOR"M RICHLAND 1-11L,LS June 28�,,2022 22-0193 UNIVERSAL,POWER SUPPLY(UPS) EQUIPMENT SERVICE CONTRACT ADDENDUM THREE: In response to Public Purchase Question#8,,the attached bid form has been updated and is required to be completed as part of your bid packet submission. This bid form is the bid form of record,as of 6-28-2022. - R,FB 22-023 Addendum#3 pages 31-35 updated 06-28-2022 THIS ADDENDUM MUST BE SIGNED AND RETURNED WITH YOUR RFB RESPONSE. Acknowledge receipt of this addendum by inserting this Page with your If 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 ntative: 0, HYPERTEC USA, INC (HYRERTEC DIRECT) Signature, 1753 East Broadway Road Name: , Ste 1011-514, Wendy A Downs Tempe, AZ 85282 - Title: Rids Administrator Phone: 866'-787-042 6 FAX: 480-626-9001 Email: diirectbidlsus,@l�ypiertec,coim t,,IraHh RldflauoJ HAL,, J 76t8 W:Vj�j 7 4301 City Puim Love (1317)427-(',150 * Fax t8l,)427-61GS �' ' I(I)NIC", SPE( IF AIC" "I" Scope: The City of North Richland Hills is soliciting bids from qualified vendors,to provide a service contract for the City's uninterrupted power supply(UPS) equipment. The Contract!shall be valid from October 1, 21022 through September 30, 2023 with four(4) one-year options to renew if agreeable by both parties in writing. Contract may be increased annually by 5 or the Consumer Price Index of the Dallas/Fort Worth area, whichever is lower. Increases to the contract above 5,""a, or the Consumer Price Index Hof the Dallas/Fort Worth area will require a re- negotiating of the contract. Additional services include but is, not limited to items with Life Duration. These components/ equipment/modules have an end-of-life. Currently they are operational and not in need of replacement,. During the duration of this service contract these components may or may not include items such as: 11�vfiiigle 11"hase 1_41S'S" 11'11rir"e 11,11me ["T'S""S' 118,1[ter"j, Batteries, Intelligence Module, Power Module, Static Switch, In-Row Cooler Fans, Switch, Card, Actuator, Contactor, Compressor, and Pump. Pricing of these clomponents/equipment/modulles is not part of this service agreement. Vendor shall provide pricing to provide materials, parts, and labor according to the following contracts for the following UPS equipment; ]Location: City Hall/Public Safety-4301 City Point Dr. APC UPS Systems, (2) WADVULTRA-PX41 $ 6,851.77 APC Schneider Electric-Advantage Ultra Plan I Year—Symmetra PX IOOK and or PDT. 7X24 PM Visit ,Covers Model(2)APC PX 1010 KVA SY1CF1 11OKF Serial#'s PD1447150089 PD1447150091 (2) WUPG,4HR7X24-UG-02 1,105.37 I Year 4HR'7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA ,Covers Model(2),APC PX1100 KVA 'SYCF11OKF 31. Serial#"s P1. 1447150089, P'D144715009 (2) WADVULTRA-PX-,38 5,982,12 APC Schneider Electric- Advantage Ultra Plan 1 Year Symmetra PX 80K and or PDU 7X24 PM Visit Covers Model (2) APC PXIOO KVA SYC1"I1OKF Serial# s PD�15107350114 P1311507351011(D7 (2) WUPG4HR7X24-U1G-02 $__Ill 06-37 1 Year 4HR 7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to ISO kVA Covers Model(2)APC P,XIOO KVA SYCF11OKF Serial#'s PD1510'7350114 P1:D1507350107 APC—Advantage Ultra Battery Plan 1 —Year—Symmetra PX 80-100 External Battery Frame Covers Model(2)APC PX1100 SYCFXR9 Serial#"s PD11440250029 PD14481510015 PD1517350077 1`131526150057 (4) WADVUPTRA-AX-26 APC Schneider Electric Advantage Ultra Plan In-Row RC Chilled Water Cooling Units The APC Cooling Units: Model(4) ACRC301S Serial # JK1522006494 JK15220016490 JK1522006498 JK1522006485 32 (4) WUPG8HR7X24-AX-00 $322_4.4_ �..�. 1--Year 8 Hr 7X24 Response to existing service Contract for Cooling Products The APC Cooling Units; Model (4).ACRC3015 Serial# JK1522006494 JK1522006490 JK1522006498 JK1522006485 Eaton UPS Systems Vendor shall provide pricing to provide materials, parts, and labor according to the following contract description for the Eaton Flex.+ W/Batts.for each individual UPS system listed below. Contract Description: 1 Year Eaton Flex Flan +WlBatts Coverage 7/24 On-site Repair(Response time 24hr) One PM 7X24 Next Day Delivery—unit/parts Worldwide Service Help Desk Locations: Fire Station 45 - 7202 Dick Fisher Dr. North. Model#9PX11.KPM Serial#P211L17921 Order Code FLN71XXX-1800 UN 0005NXXX-18DOUN EBN71XXX-4999BN $ 295.32 Fire Station#5- 7202 Dick Fisher Dr. North Model#FE18KVA Serial#EY332FN006 33 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN EBN71XXX-4999BN 295.32 Fire Station#5 - 7202 Dick Fisher Dr. North Model#FE18KVA Serial#BM162FN015 Order Cade FLN71XXX-1800 UN 0005NXXX-180OUN EBN71XXX-4999BN $ 295.32 FDIPD Training- 7202.Dick Fisher Dr. North Model.#9170+66OC120AAAAAAI Serial#BCS15T0011 Order Code FLN71XXX-1800 UN 0005NXXX-180OUN $ 1;199.69 FDIPD Training- 7202 Dick Fisher Dr. North Model#9170+660C120AAAAAAI Serial#BE203TOOIS Order Code FLN71XXX-1800 UN 0005NXXX-180OUN $ 1 199.69 Public Library- 9015 Grand Ave, Model#FE12.5K+FM340AAOAOAOB Serial#BF212FMOOl Order Cade FLN71XXX-1800 UN 0005NXXX-180OUN EBN71XXX-4999BN $ 295.32 34 MidCities - 7301 MidCities Model#PW9170-6 Serial#C6661N000H047831 Order Code FLN71XXX-1800 UN 000SNXXX-18000N $ 1,199.69 APC UPS Systems Sub-Total: $ 57,588.06 Eaton UPS Systems Sub-Total: $ 10,741.98 Proposed Service Contract Grand Total: $ 68,330.04 35 wertec D l �:r Date Technology SGlutions..Simplified. dun 20, M Modified Bate Hypertee Direct USA Jul 06,2022 01:57 PM MDT 1868 E.Broadway Rd Quote# Tempe,Arizona 85282 7B488 -rev 1 of 1 United States escrtptlan httpJlwww.hypertsodiract.caml 22-023 UPS Equipment (P)1-866-787-0426(F)480-626-900I Sa€esRep Customer Notes (P) Stephen (P)4806269000 ext,4214 Delivery 45 60 DaysARl7 µ Customer Contact Kendall, Scott (P)(817)427-6A5 skendal1@nrhtx,com Customer Bill TO Ship To City of North Richland Hilis(CO14697) City of North Richland Hills City of North Richland Hills Kendall,Scott 4301 City Point Drive 4301 City Paint Drive 4301 City Paint Drive North Richland Hills,TX 76180 North Richland H€!!s,TX 76180 North Richland Hills,TX 76180 United States United States United States (P)817-427-6150 (P)817-427-615b (P)817427•6150 (F)817427-6151 (F)817-427-6151 (F)817-427-6151 Shipping and Payment info Customer 1117: Terms: Ship Via.- Undefined FedEx Ground Special Instructions: Carrier Account#: Products ;i ic,:5 ,�=•: ;-�,- -ter �:y�,�,�� 1 Schneider Electric Critical Power.&C I g. .... . ..... ... ..Vanta a Ult y Services Ad g ra Service Plan WADVULTRA- Yes 2 $8,851.77 $13,703.54 Extended service agreement-parts and labor(for UPS 100 kVA andlor PDU).-1 year-on alto- PX�1 business hours-response time;NBD-for PIN:SY100K10OF,SY100K100E-NB Note: Serial Numbers:PD1447150OB9 and PD1447150091 2 1 Year 4HR 7X24 Response Upgrade to Factor Warranty or Existing Service Contract for41 to 150 WUPG4HR-UG- Yes 2 $1.106,37 $2,212.74 kVA 02 Note: Serial Numbers:PD1447160089 and PD1447150091 3 xK Schneider Electric Critical Power&Coaling Services Advantage Ultra Service Plan WADVULTRA- Yes 2 $5,982.12 $11,S64.24 Extended service agreement-parts an.d labor(for LIPS 80 kVA and/or PDU)-1 year-an-site-8x5 PX 38 -response time:NBD_for PIN:SY70K80F,SYSOK100F,SYSOK1 00E-N B,SYSOK80F,SYBOK80FD. SY80K80H,SYCSGK80F Nate: Serial Numbers:PD1507350114 and PD1 507350107 4. 1 Year 4HR 7X24 Response Upgrade to Factor Warranty at Existing Service Contract for 41 to 150 WUPG4HR-UG- Yes 2 $1,106.37 $2212.74 kVA 02 Note: Serial Numbers:PD1607350114 and PD1507350107 5 Schneider Electric Critical Power&Cooling So icesAdvantage Ultra Service Plan WULTRAeAT- Yes 4 $4,268.02 $17,072.08 Extended service agreement-parts and labor(for UPS battery)-1 year-on-site-business hours-PX-B2 response time:NBD-for PIN;SY128K160H-NB,SY30K100E-N13,SY40K1GOF,SY50K100F, SY50K10OF-NB,SYCFIOOKF Note: Serial Numbers:PD1440250029.PD1 448 150015,PD1517360077,and PD1526150067 6 av APC Advantage Ultra Service Plan WADVULTRA- Yes 4 $2.213.64 $8.854.56 Extended service agreement-parts and labor-1 year-on-site-for PIN:ACRC100,ACRC101, AX-26 ACRC103,ACRC.301H,ACRC30IS,ACRC301SX797 Nate: Serial Numbers:JK1522006494,JK1522006490,J K1 52200 S498,and JK1522006485 il¢' '.7 `'i"A. �*t'.''3 �� ��."'l�" ��r .�� �„�. :'F�l� ��.re `y�F'F_f.. -�-'-n.°L3•!F€'""'S�Ff�.`=�.C'.Ji. _ _ "_ _ L $ �ZF- ��:s 'L _ L Z, yi L �F' ",!-':•� �.'[ yL"-4.� 1k_W'4=....._-yL �� _ - �•- _ fir,�.s r 7 APC an-Site Servica 8 Hour 7X24 Response Upgrade to Existing Service Can tract. WUPG8HR7X24-Yes 4 $392,04 $1,568.16 Extended service agreement-parts and labor-1 year-on-site:response time:8 h-for PIN: AX-00 ACRH301P,.ACRH301S,ERC601DDiCPS,ERC60117I)1HIPS,ERC601t3S1CGS, ERC611 CDOCGE Nate; Serial Numbers:J K1 522006494,JK1522006490,.JK1622006498,and JK15220OB485 8 1YR NC SVC 1-4999 VA EBM EBN7IXXX- Yes 3 $295.32 $885.96 4999BN Note: Fire Station#5 Model#9PX11 KPM Serial#P211L17921 9 _Ma- 1YR NC SVC 1-4999 VA EBM EBN7IXXX- Yes 3 $29&32 $885.96 4999BN Nate: Fire Station 45 Model#FE18KVA Serial#EY332FN006 10 1YR NC SVC 1.4999 VA EBM EBN7IXXX- Yes 3 $295.32 $88&96 4999BN Nate: Fire Station#5 Model#FE18KVA Serial#BM162FN015 11 Eaton Preventive Maintenance 0005NXXX- Yes 2 $1,199A9 $2.399.36 Technical support-'preventive maintenance-1 year-on-site 1800OUN Nate: FD/PD Training Model#9170+66OC120A]4AAAA1 Serial#BC515T0011 12 Eaton Preventive Maintenance 0005NXXX- Yes 2 $1.199.69 $2,399.38 Technical support-prevent[ve maintenance-1 year-on-site 18000UN Nate; FDIPD Training Model#9170+'66OC120AAAAAAI Serial#BE203TOO16 13 1YR NC SVC 1-4999 VA EBM EBN7IXXX- Yes 3 3295.32 $885:96 4999BN Note: Public Library Model#FE12.5K+FM340AAQAOA08 Serial#BF212FM001 14 . r� Eaton Preventive Maintenance OOp5HXXX- Yes 2 $1,199.69 $2,399.38 Technical support-preventive maintenance-1 year-on-site 1800OUN Note; MidCities Model#PW9170-6 Soria]#C6661NQOOH047831 Subtotal, $68,330.04 Tax(8.2500%)* $5.637.23 Shipping: $0.00 Total: $73,967.27 C1'T'Y OF NOR."M RICJILAND� HILLS June 27,20'22 22-023 UNIVERSAL POWER SUPPLY (UPS) EQUIPMENT SERVICE CONTRACT ADDENDUM ONE: BID EXTENSION I) This Bid has been extended to 2:00PMThursday July 7, 2022 2) The Deadline for questions has been extended to 12:OOP,M Tuesday July 5, 20�22. THIS ADDENDUM MUSTBE SIGNED AND RETURNED WITH YOUR RFB RESPONSE. Acknowledge receipt of this addendum by inserting this page with your RM 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 ent tive: HYPERTEC USA, INC (HYPERTEC DIRECT), Signature: 1753 East Broadway Road, Ste 1101-514, Name: Wendy A Downs Tempe, AZ 85282 Title: Bids Administrator Phone: 866-787,-0426 FAX 480-626�-9001 Email:- djrectbi m dsus@hypertec.00 P.0, Box 820609 North McNand Hills, Texas 76182-0609 4301 City Point Drive (817)427-6150 * Fax(817)427-6165 111111111114MM CITY (IF NORTH RICHLAND HILLS June 23l, 2022 22-0123 UNIVE RSAL POWER SUPPLY (UPS)EQUIPMENT SERVICE CONTRACT ADDENDUM ONE: The attached updated bid form is required to be completed as part of your bird placket submission. 1. RFB 22-023 Addendum pages 31-35 updated 06l-23-2022 (attached) THIS,ADDENDUM MUST BE SIGN-E-D,AND RETURNIED WFTL� 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 HYPERTEC USA, INC (HYP'ERTEC St mature , 1753 East Broadway Rolaid, Ste 1101-514, Name: —Yy��.Downs Tempe, AZ 85282 Title, Bids Administrator - Phone: 866-787-0426 FAX: 480-626-9001 Ernail:—diredbidsma@h--yp-eAeq&gm WAY,) F 0, �x 0 1 i(Y I Hilk, �4''X'V' "l 41301 C�Iy Pufim Dive. (C[7) 427-GJ.50 A, F`oiy(817) SN"C1 IIF 1C,X140NS "I Scope The City of North Richland Hills is soliciting bids from qualified vendors to provide a service contract for the City's uninterrupted power supply(UPS) equipment, The Contract shall be valid from October 1, 2022 through September 30, 2023 with four(4) one-year options to renew if agreeable by both parties in writing. Contract maybe increased annually by 591��4 or the Consumer Price Index of the,Dallas/Fort Worth area, whichever is lower Increases to the contract above 5 91111',� or the Consumer Price Index of the Dallas/Fort Worth area will require a re- negotiating of the contract. Additional services include but is not limited to items with Life Duration, These components/ equipment/modules have an end-of-life. Currently they are operational and not in need of replacement. During the duration of this service contract these components may or may not include items such as: Single 111,iiase Ul"S`S, Thror,,�, Pliuvic 114"S's, Kafteiry, Ciibfinei[%, Batteries, Intelligence Module, Power Module, Static Switch, In-R,ow Cooler Fans, Switch, Card, Actuator, Contactor, Compressor, and Pump. Pricing of these components/equipmentlmodules is not part of this service agreement. Vendor shall provide pricing to provide materials, parts, and labor according,to the following contracts for the following UPS equipment; Location: City Hall/Public Safety-4301 City Point Dr, ARC TIPS-5 "s eu (2) WADVULTRA-PX-41 $ 6,851.77 APC Schneider Electric-Advantage Ultra Plan 1 Year ,Symmetra P,X 100K and or PI U 7X24 PM Visit Covers,Model (2)APC PX100 KVA SYCF11OKF Serial #"s PD1447150089 PD1447150091 (2)WUPG4HR7X24-UG-012 1,106.3 7 I Year 4HR 7X2,4 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA Covers Model(2)APC PX100 KVA SYCF1 l0KF 31 Serial#'s PD1447150089, PD144715009 (2)WADVULTRA-PX-38 $ 5:982.12 APC Schneider Electric-Advantage Ultra Plan 1 Year—Symmetra PX 80K and or PDU 7X24 PM Visit Covers Model(2)APC PX100 KVA SYCF11OKF Serial#'s PD1507350114 PD1507350107 (2) WUPG4HR7X24-UG-02 $ 1 106.37 1 Year 4HR 7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA Covers Model(2)APC PX100 KVA SYCF11OKF Serial#'s PD1507350114 PD 1507350107 (4)WULTRABAT-PX-A3 _— APC—Advantage Ultra Battery Plan 1 —Year--Symmetra PX 80-100 External Battery Frame Covers Model(2)APC PX100 SYCFXR9 Serial#'s PD1440250029 PD1448150015 PD 1517350077 PD1526150057 (4)WADVUPTRA-AX-26 $ 2 213.64 APC Schneider Electric—Advantage Ultra Plan In-Row RC Chilled Water Cooling Units The APC Cooling Units: Model(4)ACRC301S Serial# JK1522006494 JK1522006490 JK1522006498 JK1522006485 32 (4) WUPG8HR7X24-AX-00 $ 392.04 1—Year 8.1-Ir 7X24 Response to existing service Contract for Coaling Products The APC Cooling Units: Model(4) ACRC301S Serial# JK1522006494 JK1522006490 JK1522006498 JK1522006485 Eaton UPS S sterns Vendor shall provide pricing to provide materials,parts, and labor according to the following contract description for the Eaton Flex+ W/Batts for each individual UPS system listed below. Contract Description: 1 Year Eaton Flex Plan + W/Batts Coverage 7124 On-site Repair(Response time 24hr) One PM 7X24 Next Day Delivery—unit/parts Worldwide Service Help Desk Locations: Fire Station#5 - 72.2 Dick Fisher Dr. North. Model#9PX11KPM Serial#P211L17921 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN EBN71XXX-4999BN $ Fire Station#5 - 7202 Dick Fisher Dr. North Model#FE18KVA Serial#EY332FN006 33 Order Code FLN71XXX-1800 UN 0005NXXX-180OUN EBN71XXX-4999BN $ 295.32 Fire Station#5 - 7202 Dick Fisher Dr. North Model#FEI8KVA Serial#BM162FN015 Order Code FLN71XXX-1800 UN 0005NXXX-180OUN EBN7IXXX-4999BN $ 295.32 FDIPD Training- 7202 Dick Fisher Dr. North Model#9170+66OC120AAAAAAI Serial#BC515T0011 Order Code FLN71XXX-1800 UN 0005NXXX-180OUN $ 1,199.69 FDIPD Training - 7202 Dick Fisher Dr. North Model#9170+660C120AA.AAAA1 Serial#BE203T0015 Order Code FLN71XXX-1800 UN 0005NXXX-180OUN $ 1,199.69 Public Library-9015 Grand Ave. Model#FE12.5K+FM340AAOAOAOB Serial#BF212FM001 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN EBN71XXX-4999BN $ 295.32 34 MiKities- 7301 MidCities Model#PW9170-6 Serial#C6661N000H047831 Order Code FLN71XXX-1800 UN 0005NX) X-1800UN $ 17199.69 APC UPS.Systems Sub-Total: 57,588.06 Eaton UPS Systems Sub-Total: � 10,741.98 Proposed Service Contract Grand Total; $ 68,330.04 35 N Ra L A N El H PI-JR(�l�1,ASIN(�g' ,DF:PARrl'N/Il'-�',N't" REQUE,S]" FOR. BID tJ"NIVER.SAL POWER SUPPLY lf:(j!IJIEIVPVI,EN rr SERVIC,"E 111 DSS D LJ F,' Ttf t.)RS DAY, 3 U N E 30, 2012 MAO) P.M. Contents INVITATIONTO BID...............................................................................................................3 GENERALCONDITIONS...........................................................:.............................................4 MINIMUM INSURANCE REQUIREMENTS :........................................................................11. NON-COLLUSION AFFIDAVIT OF BIDDER.................................................. ......................22 BIDCERTIFICATION............................................................................ ....... ..................23 COMPLIANCE WITH HOUSE BILL 1.295..............................................................................24 FOR DISADVANTAGE❑ BUSINESS ENTERPRISES ONLY...............................................25 CONFLICT OF INTEREST QUESTIONNAIRE......................................................................26 CONTRACTCHANGES GRID...............................................................................................29 CONFIDENTIALITY OF PROPRIETARY INFORMATION..................................................30 SPECIFICATIONS..................................................................................................................:3.1 2 IN"V"ITA"I"ION "111) KID The City of North Richland Hills is accepting sealed bids from all interested parties for: Bid Number: 22-023 Bid Type: REQUEST FOR BID Bid Name: UNIVERSAL POWER SUPPLY (UPS) EQUIPMENT SERVICE CONTRACT Pre:-Bid Conference: 09:0O A.M. Central Standard Time Tuesday, June 21, 2 22 Location: Microsoft Teams Meeting Join on your computer or mobile app - Allow yourself enough time to access the meeting,. Bid Due Date: Thursday, June 30, 2022 Bid Due Time: 2:00 P,M, Central Standard Time Deadline for questions: Date: Friday, June 24, 2022 Time: 12:00 P.M. Central Standard Time DOCUMENTS MUS� T BESUBMUTTED ELECTRONLCA Ly VIA. . J......... 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 from interested vendors for additional information or interpretation of the information included in the specifications 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 addendums 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. All bid responses must be turned in complete from cover page to the last page of the bid — pa es in order. The C ity of North Richland I I i I Is reserves, ur henpart or in whole all bids submitted, and to waive any technicalities for the best nterest of the City of North Richland Hills, 3 G"U,AERAL 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 attachments, 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. Thursdal,June 30,2022. The official time shall be determined by the Public Purchase Website. The Public Purchase Website will NOT' 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/PR0P0SALS/QUGTES 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 following the date designated for the receipt of bids, 3. IRREGULAR BIDS/PR0P0SALS/QU0TES Bids will be considered irregular if they show any omissions,alterations of form, additions, or conditions not called for, unauthorized alternate bids, or irregularities of any kind, I lowever, 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. REJECTION/DISQUALIFICATION 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; f) Lack of competency as revealed by reference checks, financial statement, experience and equipment, questionnaires, or qualification statement; g) Bid containing special conditions, clauses, alterations, items not called for or irregularities of any kind, which in the Owner's opinion may disqualify the Bidder. 4 However, 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.of North Richland Hills. 5. 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 of the bidders' goods or services; d) The extent to which the bidder's goods or services meet the City specifications and needs; e) The bidder's past relationship with the City; 0 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 testing, if required; j) Warranty and/or guarantee, maintenance requirements and performance data of the product requested; k) City's evaluation of the bidder's ability to perform to specifications. G. AWARD OF BID The bid award will be made within.sixty(60) days after the opening of bids.No award will be made until after investigations are made as to the responsibilities of the best bidder. The.City of North Richland Hills reserves the right to award bids whole or in part when deemed to be in the best interest of the City. Bidder shall state on 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 after the award has been made by the City Council. Requests for this information must be submitted in writing. 7. ASSIGNMENT The successful bidder may not assign.his/her rights and duties under an award without the written consent of the North Richland Hills City Manager. Such consent shall not relieve the assignor.of liability in the event of default by his assignee. 8. SUBSTITUTIONS/EXCEPTIONS Exceptions/variations from the specifications may be acceptable provided such variations, in each 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. DELIVERVACCEPTANCE The delivery date is an important factor of this bid and shall be considered during the evaluation 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 5 material shall be delivered F.D.B. City of North Richland Hills to the address specified at the time of order. Acceptance by the City of North Richland Hills of any delivery shall not relieve the.Contractor of any guarantee 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 Richland Hills right to.request.replacement of defective material or material not meeting specifications. 1.0. NOTICE OF DELAYS Whenever the contractor encounters any difficulty which is delaying or threatens to delay timely performance,written notice shall immediately be given to the Purchasing Manager, stating all relevant information. Such notice shall not in any way be construed as a waiver by the City of any rights or remedies to which it is entitled by law. Delays in performance and/or completion may result in cancellation of agreement. 11. SALES TAX The City of North Richland Hills is exempt from. Federal Excise and State sales tax; therefore tax must not be added to bid. 12. TIE BIDS In the event of a tie bid, State Law provides the bid or contract shall be awarded to the local bidder. Incases 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 items 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 of the equal products offered must be included with the bid reply. Bids offering equal 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 of acceptable. "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 offering the brand name product referenced in the invitation for bids. 14. 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.. 15. PROHIBITION AGAINST PERSONAL FINANCIAL INTEREST IN CONTRACTS No employee of the City of North Richland .Hills shall have a direct or indirect financial interest in any proposed or existing contract, purchase, work, sale or service to or by the. City(CMA-074, Standards of Conduct, Section IV). 6 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 1.) 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 full increase in cost and handling to .the defaulting 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 for additional work, breach of contract, or other claim for goods, services, or compensation. Alt claims for attorney's fees are hereby WAIVED. 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, lasses, 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 person or persons or property, arising out of, or occasioned by, directly or in directly,.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 expense, and on behalf of City and.in the name of City, any claim or litigation brought in connection with any such injury, death, or damage. The Contractor wit/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. 7 19. PERFORMANCE AND PAYMENT BONDS In the event the total contract amount exceeds $100,000,the Contractor shall be required to execute a.performance bond.in the amount of one hundred(100) percent of the total contract price; if the total contract amount exceeds$50,000 the contractor shall be required to execute a payment bond in the amount of one hundred (100) percent of the total contact price, each in standard forms for this purpose, guaranteeing faithful performance of work and guaranteeing.payment 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 bonds 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 of North Richland Hills, the surety company underwriting the bonds shall be acceptable according to the latest list of companies holding certificates of authority from the Secretary of the Treasury of the United States. Attorneys-in-fact who sign bid bonds or contract bonds must fife 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 interlocaI cooperation agreements with the City of North Richland Hills, K 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 215.5.062. 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 b.id opening. .22. COMPLIANCE WITH SB 89: Vendor agrees per HB 89 of the 85th Texas Legislative Session, and in accordance with Chapter 2270 of the Texas 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. W Yes, we agree [ ].No, we do not agree 23. COMPLIANCE WITH SB 252: Vendor agrees per SB 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 Hills. X Yes, we agree [ ] No,we do not agree 8 ........ .... . ... * 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 Tcxas Government Code. Vendor shall provide sufficient documentation to the City of such exclusion prior to award of any contract for goods or services. 24. ETHICS AND COMPLIANCE POLICV 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 frorn the Purchasing Division. Acknowledgment-The City of North Richland Hills' Internal Ethics and Compliance Policy has been made available to me. I understand the expectations of ethical behavior and compliance with the law, and agree to adhere to the City's ethics policies. -hup W�&"In-fit n/1)(W U RICMIC 89/0)Lk. ........... agree JI do not agree 25. COMPLIANCE WITH CHAPTER 2274 Pursuant to Chapter 2274, Texas Government Code, Prohibition on Contracts with Companies Boycotting Certain Energy Companies, as enacted by S.B. 13, 87th Legislature, the City ol'North Richland Hills is prohibited from using public runds to contract with a for- profit Company as defined by Government Code 809.01 who boycotts energy companies, If Seller has more than I�O employees and this Contract has a value of$100,000 or more, by signing this agreement/contract, the Seller verities that it does not discriminate against energy companies, and will not discriminate during the term of the Contract. By submitting a bid response, Seller certifies compliance with these requirements. 26. COMPLIANCE WITH CHAPTER 2274 Pursuant to Chapter 2274, Texas Government Code, Prohibition on Contracts with Companies that Discriminate Against Firearm and Ammunition Industries, as enacted by S B. 19, 87th Legislature, the City of North Richland Hills is prohibited from using public funds to contract with a for-profit Company as defined by Chapter 2274.001, who discriminates against firearm and ammunition industries. If Seller has at least 10 full-tiume employees and this Contract has a value of $100,000 or more, by signing this agreement/contract, the Seller agrees that it does not have a practice, policy, guidance, or directive that discriminates, against a firearm entity or firearm trade association and will not discriminate during the term of the Agreement, By submitting a bid response, Seller certifies compliance with these requirements,. This section does not apply if Seller is a sole-source provider. 27. DEPARTMENT OF TRANSPORTATION (TXD017) RELATE DAIDS "The City of North Richland 11flis, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U&C. §§ 2000d to 2000d-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 afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated 9 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 full extent of the exposure and the verification of all information presented herein shall rest solely with the bidder. The City of North Richland [Tills and its representatives will not be responsible for any errors or omissions in these specifications, nor for the failure on the part of the proposer to determine the full extent of the exposures. 10 MINIMUTO INSURAINCE Contractors performing work on City property or public right-of-way for the City of North Richland Hills shall provide the City a certificate of insurance evidencing the, coverages and coverage provisions, identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included tinder the contractor's policy, The City, at its own discretion, may require a certified copy of the policy. All insurance companies and coverages must be authorized by the Texas, Department of Insurance to transact business in the State of Texas and must be acceptable to the City of North Richland Hills. The following guidelines are designed to show the most common minimum insurance requirements for standard contracts and agreements with the pity. Non-standard agreements may require additional coverage and/or higher limits, Coverage Amounts required for non-standard agreements to be determined by the department and the City Manager. General Contracts for Services: Service work, and general maintenance agreements, etc, ["J Commercial General Liability I-] Automobile Liability LJ Workers' Compensation & Employer's Liability 17] Payment and Maintenance Bond (if applicable) *See Exhibit A lor insurance language to include in general contracts for Services* Professional Services: Consultants or other prfiess ionals iincluding:accountants, attorneys,architects,engineers, medical professionals, medical rvices, . 0 Commercial General Liability IJ Automobile Liability Cl Workers' Compensation & Employer's Liability 0 Professionai Liability or equivalent Errors & Omissions (appropriate to Contractor's profession) *See Exhibit B for insurance language to include in professional services contracts* Construction: Building contractors for construction projects, U Commercial General Liability D Automobile Liability D Workers' Compensation& Employer's Liability 1.1 Professional Liability(if applicable for design function) 11 Df Builder's.Risk(required for.new or existing property under.construction) ] Payment and Maintenance Bond (if applicable) *See Exhibit C for.'insurance language to include in construction contracts* Information Technology/Network Access Services: For the purchasing and installation of technology-related software and equipment or contracting services that support, maintain.or interact with the CITY'S technology systems. U Commercial General Liability 0 Automobile Liability D Workers' Compensation&.Employer's Liability -1 Professional liability(if applicable) 11 Cyber Liability *See Exhibit D for insurance language to include in IT/network access services agreements* Standard Minimum Reg aired Insurance Coverage Insurance Tye Limit Provision City to be listed as additional insured $1,000,000 Each Occurrence and provided 30-day Commercial General $2,000,000 Aggregate notice of cancellation Liability or material change in coverage For Construction Projects: $2,000,000 Each Occurrence $4,000,000 Aggregate Automobile Liability $1,000,000 Combined Single Limit Waiver of Workers' Compensation Texas Statutory Requirements subrogation in favor of City $500,000 injury- each accident Employer's Liability $500,006 disease -each employee $500,000'disease -.policy Iimit Professional Liability(or equivalent.Errors & Omissions coverage $1.,000,000 Each Occurrence appropriate to the Contractor's.profession) Builder's Risk (required for new or existing property 100%Value under construction) Cyber Liability $1,000,000 Each Occurrence Payment/Maintenance Bonds In accordance with Chapter 2253 of the Texas Government Code 12 EXHIBIT A GENERAL CONTRACTS FOR SERVICES For the duration of this Agreement,CONTRACTOR..shall maintain.the following minimum insurance which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death,as well as from claims for property damage which may arise from the performance of work under this Agreement. A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory Employer's Liability $500,000 injury- each accident $500,000 disease- each employee $500,000 disease -policy limit B. Commercial General Liability: On an"occurrence"basis, including, property damage, bodily injury, products and completed operations and personal&advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Automobile Liability: Covering any auto;or if CONTRACTOR has no owned autos, covering hired and non-owned autos with a Combined Single Limit no less than$1,000,000 per accident for bodily injury and property damage. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers'Compensation insurance policy. Policies of insurance shall not be cancelled non-renewed,terminated, or materially changed unless and until thirty(30) days' notice has been given to CITY. All insurance shall be issued.by responsible insurance companies eligible to do business in the State of Texas and having an A.M.Best Financial rating of A-VI or better. CONTRACTOR shall furnish the CITY certificates of insurance-affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance: 13 Payment and Maintenance Bonds (if applicable): CONTRACTOR shall procure Payment and Maintenance Bonds as applicable and in accordance with Chapter 2253 of the Texas Government Code. 14 EXHIBIT B PROFESSIONAL SERVICES For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death,as well as from claims for property damage which may arise from. the performance of work under this Agreement. A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory Employer's Liability $500,000 injury- each accident $500,000 disease - each employee $500,000 disease - policy limit B. Commercial General Liability: On an. "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000.000 aggregate. C. Automobile Liability: Covering any auto,or if CONTRACTOR has no owned autos, covering hired and non- owned.autos with a Combined Single Limit no less than $1,006,060 per accident for. bodily injury and property damage. D. Professional.Liability(Errors and Omissions) CONTRACTOR shall maintain Professional Liability (or equivalent) errors and .omissions insurance appropriate to the CONTRACTOR'S profession, describe type of services, with a limit no less than$1,000,000 per occurrence or claim. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR, A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance.policy. Policies of insurance shall not be cancelled non-renewed,terminated,or materially changed unless and until thirty(3.0) days' notice has been given to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best Financial rating of A- VI or better. 15 CONTRACTOR shall fiirnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on.a form approved.by the Texas Department of Insurance. f 16 EXHIBIT C CONSTRUCTION For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death,as well as from claims for property damage which may arise from the performance of work under.this Agreement. A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation. Texas Statutory Emp.loyer's.Liability $500,000 injury- each accident $500,000 disease- each employee $500,000 disease -policy limit B. Commercial General Liability: On an "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. C. Automobile Liability: Covering any auto,or if CONTRACTOR has no Owned autos,.covering hired and non- owned autos with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage. D. Professional Liability(if contract involves design work) CONTRACTOR shall maintain Professional Liability (or equivalent) errors and omissions insurance appropriate to the CONTRACTOR'S profession, with a limit no less than $1,000,000 per occurrence or claim E. Builder's Risk CONTRACTOR shall maintain Builder's Risk Insurance providing All-R.isk (Special Perils) coverage in an amount equal to one hundred percent(100%) of the completed value of the project in question and no coinsurance penalty provisions. The policy shall list the CITY as loss payee as their interests may appear. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability.arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials .and employees shall be contained in the Workers' Compensation insurance policy. 17 4� Policies of insurance shall not be cancelled non-renewed,terminated,or materially changed unless and until thirty(30) days' notice has been given.to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best Financial rating of A- VI or better. CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance.policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. Payment and Maintenance Bonds (if applicable): CONTRACTOR shall procure Payment and Maintenance Bonds as applicable and.in accordance with Chapter 2253 of the Texas Government Code. I8 EXHIBIT D INFORMATION TECHNOLOGYfNETWORK ACCESS SERVICES Forthe duration of this Agreement,CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death, as well as from claims for property damage which may arise from the performance of work under this Agreement. A. Workers' Compensation and Employers Liability Insurance: Workers' Compensation Texas Statutory Employer's Liability $500,000 injury-each accident $500,000 disease -each employee $500,000 disease-policy limit B. Commercial General Liability: On an "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Automobile Liability: .Covering any auto, or if CONTRACTOR has no owned autos, covering hired and non- owned autos with a Combined Single .Limit no less than $1,000,000 per accident for bodily injury and property damage. D. Professional Liability(Errors and Omissions) If appropriate for CONTRACTOR'S work, CONTRACTOR. shall maintain Professional Liability(or equivalent) errors and omissions insurance appropriate to the CONTRACTOR'S profession, with a limit no less than $1,000,000 per occurrence or claim. E. Cyber Liability CONTRACTOR shall maintain cyber liability (or equivalent) insurance. Such insurance.shall provide limits of no less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by the CONTRACTOR. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance policy. 19 Policies of insurance shall not be cancelled non-renewed,terminated,or materially changed unless and until thirty.(30) days' notice has been given to CITY. All insurance shall. be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best Financial rating of A-VI or better. CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. 26 Other Insurance Requirements -To Be Included As Applicable CONTRACTORs who serve or distribute liquor: Liquor Legal Liability- CONTRACTOR shall maintain Liquor Legal Liability coverage covering the selling,serving,or furnishing of any alcoholic beverage performed by CONTRACTOR,or on its behalf. Such insurance shall provide limits of no less than $1,000,000.00 per occurrence. CONTRACTORS who hold long-term leases: Property Insurance — LESSEE shall maintain Property Insurance against all risks of loss to any improvements or betterments, at full replacement cost with no coinsurance penalty provision. The CITY shall be added as a Loss Payee to the policy as interests may appear. CONTRACTOR's whose work involves chemicals or otherwise has a pollution exposure: Contractors' Pollution Liability(or equivalent)—CONTRACTOR shall maintain Contractors'Pollution Liability with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000 policy aggregate. CONTRACTORS who take possession of City or public vehicles(e.g.,parking lots operators,auto repair shops): Garage Keepers.Liability(or equivalent)--CONTRACTOR shalI maintain Garage Keepers Liability or equivalent coverage for applicable property while in the CONTRACTOR'S care, custody or control. Coverage must include Comprehensive and Collision coverage. Such insurance shall provide limits equal to no less than the total value of CITY or public property in the CONTRACTOR'S care,custody and control at any one time. CONTRACTORS who own and operate unmanned aircraft(drones): 1:UAS Liability (or equivalent) - CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the ownership, maintenance or use of. Unmanned Aerial Systems (Drones). Coverage must include limits no less than$1,000,000 per occurrence and $2,000,000 aggregate. A PURCHASE ORDER WILL NOT BE ISSUED WITHOUT EVIDENCE OF INSURANCE. 21 Chubb Insuraince Company of Canada 1260 boul. Ren6-L6vesquie bluest Mori Qu6bec H'3B 48 CERTIFICAT ID'ASS�URANCE INSURANCE CERTIFICATE NOIVI DE LASSURE: NAME OF THE INSURED. HYPERTEC USA INC., ADDRESS IDE UASSURIL ADDRESS OF INSURED: 1753� E. Broadway Rd,, Suite 101-514, Tempe, Arizona COURTIER: BROKER: H.W. HOLLINGER (CANADA) INC. Suite 2070, Tour Ouest 550 rue Sherbrooke 0. �Montreal, Quebec, �H3A 1139 PtRIODE D'ASSIURANCE: PERIOD OF INSURANCE: 310 September 2021 - 310 September 2022 -T F'Genre d'assurance Limite �d�'assuiranice Numi6ro de la police Date d6chi6ance �Limit of Insurance PolicyNo. Expiry Date Type of Insurance $1,0001,000, 359469911 30 September 2022 Commercial General Liability $19,0100,000. 79895421 30 Septembeir 2022 Umbrella ILialbility Les assurances ci-dessus s,ont r6gies pair les contrats dont elles font l'objet. Le pr6sent certificat West 6mis qu'a titre d'information et ne conf6ire auclun droit soon d6tenteur nii n1impose auclun obligation b I'Assuireur. The insurance afforded its subject to the terms, conditions and exiclusions of the applicable policy. This Certificate is issued as a matter of iinformation only and confers no rights on the holder and imposes no liability oin the Insurer, Date: September 20, 2021 Repr6sentant Autoiris6/Authorized Representative DATE tMMIDorrrvrl CERTIFICATE OF LIABILITY INSURANCE [ 0311812022 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain polices may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: AUTOMATIC DATA PROCESSING INS AGCY 76250717 PHONE (800)524-7024 FAX (800)524AO13 71 HANOVER ROAD [AIC,No,Exo: (AID,No): FLORHAM PARK NJ 07932 E-MAILADDRESS: INSURERS)AFFORD]NG COVERAGE NAIC# INSURERA: Hartford Fire and Its P&C Affiliates 00914. INSURED INSURER S: HYPERTEC USA,INC INSURERC; 1753 E BROADWAY RD STE 101-514 TEMPE AZ 85282-1590 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS 1S 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, INS TYPE OF INSURANCE. ADDL SUBR POLICYNUMBER POLICY EFF POLICY EXP LIMITS LTRIH DIY YYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE❑OCCUR DAMAG E TO RENTED PREMISE5(ED Dc MED EXP(Arty one person) PZRSONAL&ADV INJURY GEN'L AGG REGATE OMIT APPLIES PER; GENERAL AGGREGATE POLICY❑PRO- ❑LOC PRODUCTS-COMPIOP AGG JECTOTHER, AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT e ANY AUTO BODILY INJURY(Per.person) ALL OWNED SCHEDULER BODILY INJURY Peraccldenf AUTOS AUTOS ( ) HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS [Per scadent) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS- MADE AGGREGATE E RETENTION WORKERS COMPENSATION x PER. 07H- AND EMPLOYERS'L4ABILITY 5 ATUTE R ANY YIN E.I_EACH ACCIDENT $1,DDD,DDfl A PROPRIETORIPARTNERIEXECUTIVE NIA 76 WEG DR2809 04/16/2022 04/1612023 0 FFIC E RIM EM BER EXC LU DE07 E.L.DISEASE-EA EMPLOYEE $1,ODO,D00 (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT. $11000 OOO DESCRIPTION OF OPEROgNS beiaw DESCRIPT►ON OF OPERATIONS(LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached If more space is required) Those usual to the Insured's Operations.FOR INFORMATIONAL PURPOSES ONLY CERTIFICATE HOLDER CANCELLATION FOR INFORMATIONAL PURPOSES ONLY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 1753 E BROADWAY RD STE 104-514 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED TEMPE AZ 85282-2081 IN ACCORDANCE WITH THE POLICY PROVISIONS.. AUTHORIZED REPRESENTATIVE 01988�2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD.name and logo are registered marks of ACORD Farm m9 Request for Taxpayer Give Forfrl to the IRQv.►vQvnrrlher2c17} Identification Number and Certification requester.Do not Departrnenrat the Treastuy Irlwmd Revenue SaMm ■GO to www.rrs.govlr armW9 for instructions and the latest information. send to the IRS. 1 Name(as shown on Your irlWT1Q t:tx 1041rr,y.Name is required or,this Ilno;do not Idave tills Ilan blank. 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Rcquestar's ramo and address(opllonaq-__...�.'-•_••. .' 01 _ _ 1:t�11}•sil;11f6ft RMadivAy lsd G Cily,statQ,anJ!_fP code .._......""-...,...____..._..___._.__..�_..._.__,_._.._w,,,_._.....__w,,.. 111;11w.AZ 852$2 7 IJs€account rrurnuuf(sy llarQ{nplionul) -._-. .. w_. _._.. .... w....__. " laxpa er Identification Nufnbt:r[TfNy Enter your TiN fn the appropriate box.The'T{N provided must match iha name y;vet an line t tp avoid Suclst security number _ backup wilhhotding.For individuals,this is generally your social security number(SSNy.However,for a or resident alien,sale proprietor,or disregarded entity,see the insfrurtiolts far Part 1,later.For other _--�..�.�__._ - -T � �'.= �. .rntities,ttisyremployerldentifioafion number(PlN).if you do tat have a number,see How to gota ITT] 7I �fNlter. 111 Note:arho account is in more bran ona IlaEnN,sea the instructions for line 1.Atso see Whet Name send Employer identiFicntran number IVt,rlrher 7a Give the Requester for guidelines or,whose number fo enter. y Certification Under penalties of perjury,f certify that: 1-The number shown on this form is my corref I taxpayer identification number(or I am waiting for a number to ha issued to rno);and_•.. ._ __•-_..•.._ 2A am not subject to backup withholdinq bocausa:(a)I am exerrrpt from backup withftoldin Service(IRS)that tam bacjectkup w to backup linq vrfthtloiding as a result of a fallure,to report all interest or dividends,or(o)the IRS has notified the that Lam withholding,or(b)I have not been notified by the intarnaf Revenue no ionger:subjsrt to backtrp wifhnafdirlq;and 3,f am a U.S.citizen or other L1.5,person(defined below);and 4.The FATCA codes)entered on this forne(if any)indicating that I am exempt frpitl FATCA reporting is correct. Certification d to report alls.You must cross.ouI Item 2.above if you have been notified by the iR5 that you are currently sui�]eat to bacicu with you have failed to report all interest and dividends an your tax return.For real estate lransactfans,item 2 aces not apply For mortgage interest paid, acquisition or abandonmen10 F secured aroperty ncallatian of debt,contributions to an individual retfredoas arrangement(IPA).and and ntere t p ding because other than interest and dividends,you are n glrird to sign file certification,but you must provide your t:orract TIN.See the instructions for fart II,later. ----. - .._.w._..__w.._.__,... 9 Y,puyntenfs Sign SlpnuturQ of ....._._,___..._..W_........_..�..___--�-_...u.....__-_._......�._..m..,.,_..,.._ Here U.S.psr9 n■ j _.m..... _._.__ ----- )ante 0211612022 General in uons Section references are to file internal fievenue Cade unle is otherwise •Form 1099-0IV(dividends,including those frornIitocks ar inlituai noted. funds) Future developments.For the fatesl I10)'mation about developments �Form 1099-NffSL"{various types of incorne,prizes,awards,or gross related to Form 1N-9 and its iltstructians,such as legislation enacted Proceeds) after they were puhlished,go to www-,rs.govlr-omiW9. t Form 1099 b {stock or mutua)fund sales and certain oV,,er transactions by brokers} Purpose of Form •Form 1099-S(proceeds from foal estate.frarisai.tions) An individual or entity(Form W-,y rr:tluastery who is required to file an 'Form 1099-K(merctiant card and third party network tiansat:tlons) inform ficatio return)with the IRSwhI must oMain your correct taxpayer ;098 T(tuuForm t onllorrie mortgago interest),1a98-F;(student Io;in intones)), identification number{T1tJ}whfrh may t,e your social security number •Farm 7099-C(canceled debt) (SSfd],individual taxpayer idenfiflt:ritior,nurnbar f1IN,taxpayar identificatlon number(ATfN) ar Iplcyer identif crftipn number(EIN),to report an an into rmation rcltu' the amount paid to you,or other •Form 1U99 A(acquisitipm or abandon inent of se(:ured property) amount reportable on an information return.f:xaulltles of Information yp to rovide our if you t e N. Use Form W-9 only if you are a U.g.person[inclatdinr)a resident returns include,but are not lirnited to,lee lolluiying, alien p Y "Form 1099-INT(interest earned or paid) If you do not return l=arm W-9 to the requEsterwith,v Tlly,yor,tnrgllt be subject to backup withholding.Sea What is baokup withholding. later. Cat.No.10231X F prrn W-9{Rov,11-2(117) N ON.-00 1,1,U S I ON A FIF1 D,k V 11' 0 11; B 11)1)E R, State of Arizona County of Madcopa AsKlyn Yazzie verifies that. (Name) (1) He/She is owner, partner, officer, representative, or agent of HYPERTEC 'USA, IINC(HYPERTEC DIRECT) has submitted the attached bid: (Company Name) (2) He/ is fully informed in respect to the preparation, contents and circumstances in regard to attached bid; (3) Neither said bidder nor any of its officers, partners, agents or employees has in any way colluded, conspired or agreed,directly or indirectly with any other bidder, firm or person to submit a collusive or sharn Ibid in connection with attached bid and the price or prices quoted herein are fair and proper. ..........SIGNATURF Ashlyin Yazzie PRINTED NAME Subscribed and sworn to before me this Vl�,(E�\l V A D V�N I if T n f A 1 0, 1 I r 66 t hn Tray of D 2022. Wendy A Downs NOTARY P MIR in and for Maricopa Arizona ----County, Xux My commission expires: 07/29/2023 THIS FORM MUST BE COMPLETED, NOTARIZED AND SUBMITTED,WITH BID 22 The Undersigned, in submitting this, bid, represents and certifies: a. He/she is fully info'rmed regarding the preparation, contents and circumstances of the attached b'id; b. I le/she proposes to furnish all equipment/service at the prices quoted herein and bid is in strict accordance with the conditions and specifications stated herein; c. There will be at no time a misunderstanding as to the intent of the specifications or conditions to be overcome or pleaded after the bids are 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, e. The undersigned hereby certifies that he:/she has read, understands and agrees that acceptance by the City of North Richland Hills of the bidder"s, offer by issuance of a purchase order will create a binding contract. Further, he/she agrees to fully comply with documentary forms herewith made a part of this specific procurement. COMPANY: HYPERTEC 'USA, INC (HYPERTEC DIRECT) ADDRESS: 1753 East Broadway Road, Ste 101-514, CITY, STATE &ZIP: Tempe, AZ 85282 TELEPHONE: 866-787-0426 FAX 480-626-9001 EMAIL: d'ir9(6'idsus@hype c.com SIGNATURE: PRINTED,NAME: Wendy A Downs, Bids Administrator DATE: 07106/2022 23 CO1VlP1AANC",E W11"lit FIOUSF I BILL 12,1195 In 2015, the Texas Legislature adopted 13JH II 2,9,5, which added section 2252,9Oi8 of the Government Code. The law states that a governmental entity may not enter into certain contracts with a bu inyunless the business entity submits a disclosure of interested parties to the governmental y at the time the business entity submits the signed contract to the governmental entity. The law applies only to a contract of a governmental entity that either(1)requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least 1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016, The Texas Ethics Commission has adopted rules necessary to implement the law, prescribed the disclosure 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 must be used to 'file Form 1295. A business entity must: I) Use the application to enter the required information on Form 1295, 2) Print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. 3) Contract Number should be the Bid/RF'P Number and Bid Title. 4) Sign the printed copy of the form(an authorized agent ofthe business entity must sign), 5) Either include your personal information or have the form notarized, 6) File the completed Form 1295 with the certification of filing with the governmental body with which the business entity is entering into the contract, The governmenta I entity must notify the commission, using the commission's filing application, of the receipt of 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 12,95 to its website within seven business days after receiving notice from the governmental entity. Information regarding how to use the filing application may be found at IT, t rros //Yi,'V'v, S,S lkl L',tNi,U SAN I'll,sl gc,�\,41�,, 24 ................... N�ot Applicable FOR 13USINdF ISS EINTEIRURISES ONLY Disadvantaged Business Enterprises,(DBE)are encouraged to participate in the City of North Richland Hills bid process. Representatives from DBE Companies should identify themselves as, such and submit a copy of their Certification. The City of North Richland Hills recognizes the certifications of both the State of Texas 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., Aus,tin 'TX 78,701-1416 P 0 Box 13186,Austin, TX 78711-3186 (512) 463-58,72 0,CIl11VT]1 11t Va ILI K hi'l bc'!�,-t i�'ic il�I lo I/ ...... -------------- North Central Texas Regional Certification Agency 624 Six Flags Drive, Suite 216 Arlington,Texas 76011 (817), 640-0606 W w.it to 1c,a,o i,1�4':Iel-1 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-Olwned Business Enterprise Disadvantaged Business Enterprise 25 ...................____...... '111USAAIRE Pursuant to Chapter 176 of the Texas Local Government Code, a person, or agent of a person, who contracts or seeks to contract for the sale or purchase of property, goods, or services with the City of North Richland Hills must file a completed conflict of interest questionnaire. The conflict of interest questionnaire must be filed with the City' ecretary of the City of North Richland I fills no later than the seventh business day after the person or agent begins contract discussions or negotiations with the City of North Richland Hills or submits to the City of North Richland I tills an application, response to a request for proposal or bid,correspondence, or another writing related to a potential agreement with the City ofNorth Richland Hills. An updated conflict of interest questionnaire must be filed in accordance with Chapter 176 of the Local Government Code, An offense under Chapter 176 is a Class C misdemeanor. The Conflict of Interest Questionnaire is included as part ofthis document and can be found at. 26 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with locall governmental entity This questionnaire reflects changes made to the law by W13.23,84th Log., Regular Session. OFFICE USE ONLY This questiormiaire is being fled!in accordancowidi Chapter 176,Local avernment Code,by a vendor Mo Date Racoivod has a Ibusimoess relationship as defined by Section 176.001(1-a)with a local goverinmanW entity and 69 vendor irneets requirements under Section 176,0106(a). By Ilaw this qLie-Wonnaire must1be filed with the rec Fds adr6oplbuatw oaf Mullocal governrnental enlry snot later than the 7111 business day after the late 1,9 vendor Ibacomnas filed See Section 176,006(a-1).Lc�,al`Govemment Coda.. lw,,,.of facts dial require the statement to be A vendor commits an Offense,if the vendor knoyWngly violatas Section $76.006,local Govenivnent Coda,Arn offense under this saction is a imisdemeanor, Name of vendor who has:a business relationship writhe local goverinnuffirtall entity, HYPE,RTEC USA, IIINC (HYP'ERTEC DIRECT) 2j r--V Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire w4h the apprWiate Ming authority not War than the 7th business day after ft date on which you became aware that the originally filed questionnaire was incomplete or Inaccurate,) foliame of local government officer about whom the information Is being disclosed, Name of Officer :41 Describe each employment or other business relationship with,the locall 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 relstionwhip described,Attach additional pagiesto this Form CIIO as necessary, A. is the local government officer or a tamily member of the officer receiving or likely to,receive taxaUe Income, other than investment income.from the vendor? EJ Yes ls� No S. is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer nor a family member of the officer AND the laxabia income is not received!from the k>oW governmental entity? Yes Descrito e each employment or business relationship that the vendor named in Section I maintains with,a corporation or other business entity with respect to whitch the local'government officer serves as an,officer or director.,or holds an ownership iinterest of one,percent or more. 6 Check this bo)0f;he vendor IhWgiv4m,the local,govemment officer or a family member of the otfloor one or more gifts as desCalbed in ction 176,003(a)(2)" excluding gifts described in Section 176.003(a-1), 77 — A P,;, 07/06/2�022 C9 n reW-v nufrr din busnune s to d ov Innrne edntlq Rm, Form provided by'rexas Ethics 'ammission WwW.elhics.stat9Ax.Us Revised 1113Q2015 27 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity AccmpIota copy of Chapter 176 of the Local Government Code may be found at http:liwww,statutes:log iS.state,Ix,usl Docs/LG/htm/LG;176.htm.Far easy reference,below are some.of the sections cited on this form. Local Government_Code§176.6010-a):"Business relaticnsh1p"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (G) a.purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,-and reporting to,that agency. Local.Government Code§176.003(a)(2)(A)and f B). (a)A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local.government officer or a family member of the officer that results in the officer or family member receiving taxable income; other than investment income., that exceeds$2,600 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the focal governmental entity and vendor has been executed; or (H) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the Iocai govemment officer or afamily member of the officer one or more gifts that have an.aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (i i) the local governmental entity is considering entering into.a contract with the vendor. Local Government Code§176.006 a and a-1 (a)A vendor shall file a completed conflictof interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,ora family member❑f the officer,described by Section 176.003(a)(2)(A); (2) has.given.a local government officer of that local governmental entity,or a family member of.the officer,one or mare gifts with the aggregate value specified by Section 176.003(a)(2)(13),excluding any gift described by Section 1.76.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be flied with the appropriate records administrator not later than the seventh businass.day after the later of: (1) the data that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity;or (B) submits to the local governmental entity an application,response to request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer,or a family member of the officer,described by Subsection(a); (B) that the vendor has glven.one or more gifts described by Subsection(a};or (C) of a family relationship with a local government officer. Form provided by Texas 21hics Commission www.athics,st ate.tx.+As Revised 11130!2015 28 CON IRA("TC]11)"VVI;E' lili"A111) 'rhe Contractor has the obligation to review all documents that make up the contract documents in their entirety and include any obJections or requests for modifications to the 'rm ers and Conditions, or any of the Contract Documents, in the Contract Changes, Grid included with the Notice to Bidders, No changes or modifications will be made to the contract documents unless such changes are set forth in the Contract Changes Grid, submitted to the City along with the Contractor's proposal, and agreed to by the City. CONTRACT CHANGES GRID Proposed Contractor/Bidder ("Contractor" or "Bidder"), submits the following modifications to the City's Standard ("Agreement") requesting changes to such provisions be accepted by the Cit and incorporated into the Agreement. Contractor understands and acknowledges that the City is under no obligation to accept the modification(s) proposed by Contractor; however, the City agrees to negotiate in good faith in consideration of Contractor's request, subject to legal requirements, City policies and advice of the City Attorney. ectian Page Term, Condition or Exception/Proposed Disposition (Fo�r Specification Modification City of NRH Use On! ) City Response: Accepted Not Accepted Modified 29 OF11ROPRIETARY [NF'(YRM/VT1ON During the evaluation process of this RFP, to the extent permitted by law, the City of North Richland Hills will maintain all contents of the Proposers' responses, and discussions related to the Proposers' proposals as confidential. The City will treat all proposals as confidential until negotiations are completed, the successful Proposer has been selected, and a contract has been awarded. During the evaluation process, the City intends to disseminate infbrmation submitted by all Proposers to selected staff, any consultants employed by the City, and the evaluation committee, as the City deems appropriate in its sole discretion. Such staff, consultants, and committee members shall maintain the Proposers' infiormation as confidential to the extent permitted by law. All materials submitted in response to this RFP shall become the property of the City of North Richland Hills and will not be returned. After a Proposer is selected and the contract is awarded, all submissions shall be subject to release in accordance with Texas Government Code Chapter 552, the Texas Public Information Act (the "Act"). If a Proposer does not desire proprietary information in the proposal to be disclosed, it is required to identify all proprietary information in the proposal prior to submission of the proposal to the City. The identification shall be done by individually marking each page with the words "Proprietary Information"' on which such proprietary information is found. If the Proposer fails to identify such information as proprietary, the Proposer agrees by submission of its proposal that those sections shall be deemed non-proprietary and made available to the public upon request as authorized by law upon completion of the RFP process,and award of contract. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of their proposals. Proposers shall consider the implications of the Act, particularly after the RPF process has ceased and a contract has been awarded. If a public information request is made for a Proposer's response following award of a contract, proprietary information submitted in an RFP process may only be withheld from public disclosure pursuant to Section 552,1101 of the Act. A determination as to whether Section 552.1101 applies will not be decided by the City of North Richland Hills, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, and the Proposer is required to request an opinion as to the confidentiality and proprietary nature ofthe information from the Attorney General pursuant to Section 552.305 of the Act. The City is,not authorized to make the request on the Proposer's behalf. 30 scope: The City of North Richland Hills is soliciting bids from qualified vendors to provide a service contract for the City's uninterrupted power supply(UPS)equipment, The Contract shall be valid from October 1, 2022 through September 30, 2023 with lbur(4) one-year options to renew if"agreeable by both parties in writing. Conti-act may be increased unnUally by 3,% or the: Consumer Price Index of the Dallas/Fort Worth area, whichever is lower. Increases to the contract above 3,% or the Consurner Price Index of the Dallas/Fort Worth area will require a,re-negotiating of the contract, Additional services include but is not limited to items with Life Duration, These components/ equipment/modules have an end-of fire. Currently they are operational and not in need of replacement. During the duration of this,service contract these components may or may not include items such as: Batteries, Intelligence Module, Power Module, Static Switch, In-Row Cooler Fans, Switch, Card,Actuator, Contactor, Compressor, and Pump. Pricing of these components/equipment/modules is not part of this service agreement. Vendor shall provide pricing to provide materials, parts, and labor according to the following contracts for the following UPS equipment; Location: City Hall/Public Safety- 4301 City Point Dr. APC UPS Systems (2) WADVULTRA-PX41 6,85177 APC Schneider Electric- Advantage Ultra Plan I Year—'Symmetra PX I OOK and or P,DU 7X24 PM Visit Covers Model(2) APC PX 100 KVA SYC17 11 OKF Serial #"s PD 1447150089 P'D 1447150091 (2) WUPG4HR7X24-UG-0�2 $ 1,106.37 I Year 4HR 7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA Covers Model (2) APC PXIOO KVA SYCFI VOKF Serial#'s PD1447150089�, PD1447150091 31 (2) WADVULTRA-PX-38 $5,982.12 APC Schneider Electric-Advantage Ultra Plan I Year--Symmetra PX 80K and or PDU 7X24 PM Visit Covers Model (2)APC PX 100 KVA SYCF I 1 QKF Serial#'s PD 1 5073501 1 4 PD 1507350 107 (2) WUPG4HR7X24-UG-02 $ 1,106.37 1 Year 4HR 7X24 Response Upgrade to Factory. Warranty or Existing Service Contract for 41 to 150 kVA Covers Model (2) APC PX 100 KVA SYCF 1 IOKF Serial#'s PD 1507350114 PD 1507350107 (4) WULTRABAT-PX.-B2 $. 4,268 02 _ APC—Advantage Ultra,Battery Plan I --Year—Symmetra PX 80-100 External Battery Frame Covers Model(2)APC PXI00 SYCFXR9 Serial#'s PD 1440250029 PD14.48150015 PD 1517350077 PD 1526I 50057 (4)WADVUPTRA-AX-26. $ 2,213.64 APC Schneider Electric—Advantage Ultra Plan In-Row RC Chilled Water Cooling Units The APC Cooling Units: Model(4) ACRC30IS Serial # JK1522006494 JK1522006490 JK1522006498 JK1522006485 32 (4) WUPG8HR7X24-AX-00 $ 392.04 1 —Year 8 Hr 7X24 Response to existing service. Contract for Cooling Products The APC Cooling Units: Model(4)ACRC301 S Serial# JK 1522006494 JK1522006490 JK1522006498 JK1522006485 Eaton.UPS S stems Vendor shall provide pricing to provide materials,parts,and labor according to the following contract description for the Eaton Flex+ W/Batts for each individual UPS system listed below. Contract Dgscription: I Year Eaton Flex Plan+ W/Batts Coverage 7/24 On-site Repair(Response time 24hr) One PM 7X24 Next.Day Delivery—unit/parts Worldwide Service Help Desk Locations: Fire Station#5 - 7202 Dick Fisher Dr. North. Model#9PX11KPM Serial#P2IIL17.92.1 Order Code FLN71XXX-1844 UN 0005NXXX-180OUN EBN7IXXX.-4999BN $ 295.32 Fire Station#5 - 7202 Dick Fisher Dr. North. Model#FEISKVA. Serial#EY332FN006 Order Code FLN71XXX-1800 UN 33 0005NXXX-1800UN EBN71XXX-4999BN $ 295.32 Fire Station#5 - 7202 Dick Fisher Dr.North Model#FE 18KVA Serial# BM162FN015 Order Code FLN71XXX-1.800 UN OOOSNXXX-1800UN EBN71 XXX-4999BN FDIPD Training- 7202 Dick Fisher Dr. North Model#9170+660C120A.AAAAAI Serial#BC515T00ll Order Code FLN71XXX-1800 UN 0005NXXX-1800UN $ 1,199.69 FDIPD Training- 7202 Dick:Fisher Dr.North Model#9170+660C120AAAAAAI Serial#BE203T0015 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN $ 1,199.59 Public Library- 9015 Grand Ave. Model#FE12.5K+FM340A.AOAOAOB Serial#BF2.12FMOOl Order Code FLN71XXX-1800 UN 0005NXXX-1800UN EBN71XXX-4999BN $ 295.32 .MidCities - 7301 M.idCities Model#PW9170-6 Serial#C6661NOOOH047831 34 Order Code FLN71XXX-1800 UN 0005NXXX-ISOOUN $ 1,199.69 AFC UPS Systems Sub-Total: $ 57,588.❑5 Eaton UPS Systems Sub-Total: $ 10,741.98 Proposed Service Contract.Grand Total:. $ E8,330.04 35 North Richland Hills RFB 22-023 UNIVERSAL POWER SUPPLY(UPS)EQUIPMENT SERVICE CONTRACT-BID TAB 2:00 PMTHURSDAY JUNE 30,2022 CDW TODO VERDE ITPOWER GOVERNMENT, DRISCOLL HYPERTEC CONSULTING Vendors ELECTRONICS,LLC LLC AUTOMATIC USA,INC. VENTURES,LLC AMUMS---Sisffir LAM (2)WADVULTRA-PX-41 $ 6,621.00 $ 12,724.24 $ 12,044.00 $ 13,703.54 $ 15,895.00 APC Schneider Electric-Advantage Ultra Plan I Year—Symmetra PX I OOK and of PDU 7X24 PM Visit Covers Model(2)APC PX100 KVA SYCH 10K.F Serial 4's PD1447150089 PD1447150091 (2)WUPG4HR7X24-UG-02 $ 926.00 $ 2,163.64 $ 2,638.00 $ 2,212.74 $ 3,355.00 1 Year 4HR 7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA Covers Model(2)APC PX100 KVA SYCF I I OKF Serial 9's PD1447150089 PD1447150091 (2)WADVULTRA-PX-38 $ 5,517.00 S 11,075.76 S 10,537.00 $ 11,964.24 $ 13,860.00 APC Schneider Electric-Advantage Ultra Plan I Year—Symmen a PX 80K and or PDU 7X24 PM Visit Covers Model(2)APC PX100 KVA SYCH l0KF Serial 9's PD1507350114 PD1507350107 (2)WUPG4HR7X24-UG-02 $ 926.00 $ 2,163.64 $ 2,638.00 $ 2,2I2.74 $ 3,355.00 1 Year 41IR 7X24 Response Upgrade to Factory Warranty or Existing Service Contract for 41 to 150 kVA Covers Model(2)APC PX100 KVA SYCH l0KF Serial 9's PD1507350114 PD1507350107 (4)WULTRABAT-PX-B2 $ 9,926.00 $ 14,795.16 16,318.00 $ 17,072.08 $ 18,590.00 APC—Advantage Ultra Battery Plan I—Year—Synarnetra PX 80-100 External Battery Frame Covers Model(2)APC PX100 SYCFXR9 Serial 9's PD1440250029 PD1448150015 PD1517350077 PD1526150057 (4)WADVIJPTRA-AX-26 $ 4,926.00 $ 8,221.80 $ 7,870.00 $ 8,854.96 $ 10,340.00 APC Schneider Electric—Advantage Ultra Plan In-Row RC Chilled Water Cooling Units The APC Cooling Units Model(4)ACRC301 S Serial 9 JK1522006494 JK1522006490 JK1522006498 JK1522006485 (4)WUPG8HR7X24-AX-00 $ 926.00 $ 1,528.96 2,323.00 $ 1,568.16 $ 2,372.00 1—Year 8 Hr 7X24 Response to existing service Contract for Cooling Products The APC Cooling Units: Model(4)ACR C301 S Serial 9 JK1522006494 JK1522006490 JK1522006498 JK1522006485 EAT ON UPS SYSTEMS Fire Station 95-7202 Dick Fisher Dr.North $ 1,926.00 3,256.00 885.96 $ 4,384.00 Model,V9PXIIKPM Serialg P2111,17921 Order Code FLN71XXX-1800(IN 0005NXXX-18001JN EBN71XXX-4999BN Fii-'e"-S—tatio-n 9-5-52-02—Dick Fisher Dr.North $ 1,261.00 $ $ 2,836.00 $ 885.96 $ 4,384.00 Model 9 FE18KVA Serial#EY332FN006 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN EBN71XXX-4999BN Fire Station 95 720-2 Dick Fisher Dr.North 1,261.00 $ 2,836.00 $ 885.96 $ 4,384.00 Model H FE18KVA Serial 9 BM162FN015 Order Code FLN71XXX-1800 UN 0005NXY-X-180OUN EBN71XXX-4999BN FD/PD Training-7202 Dick Fisher Dr..North 1,261.00 $ 2,546.00 2,399.38 $ 3,906.00 Model 9 9170+660C120AAAAAAI Serial 9 BC515T00 I I Order Code FLN71XXX-1800 UN 0005NXXX-1800UN FD/PD Training-7202 Dick Fisher Dr.North $ 1,261.00 S 2,546.00 $ 2-399.38 $ 3,906.00 Model 9 9170+660C120AAAAAAI Serial 9 BE203T0015 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN Public Library-9015 Grand Ave. 1,261.00 $ 2,836.00 $ 885.96 S 3,416.00 Model 9 FE12.5K+FM340AAOAOAOB Serial 9 BF212FMOOI Order Code FLN71XXX-1800 UN 0005NXY-X-1800UN EBN71XXX-4999BN MidCities-7301 MidCities $ 1,261.00 $ $ 2,849.00 $ 2,399.38 $ 6,737.00 Model 9 PW9170-6 Serial 9 C6661N00011047831 Order Code FLN71XXX-1800 UN 0005NXXX-1800UN APC UPS Systems Sub-Total 29,768.00 S 52,673.20 $ 54,368.00 $ 57,588.06 $ 67,767.00 Eaton UPS Systems Sub-Total: 9,492.00 $ . $ 19,705.00 $ 10,741.98 $ 31,117.00 Proposed Service Contract Grand Total: $ 39,260.00 $ 52,673.20 $ 74,073.00 $ 68,330.04 $ 98,884.00 Purchasing ManaglYr "Bid Tabulation Statement" All bids submitted for the designated project are reflected on this bid tab sheet However,the listing of a bid on this sheet should not be construed as a comment on the responsiveness of such bid or as any indication that the city accepts such bid as responsive The city will make a determination as to the responsiveness of bids submitted based upon compliance with all applicable laws,City of North Richland Hills guidelines, and project documents,including but not limited to the project specifications and contract documents, The City will notify the successful bidder upon award of the contract and,according to law,all bids received will be available for inspection at that time CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 --7 Complete Nos.I-4 and 6 if there are interested parties, OFFICE USE ONLY Complete Nos,1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's-place Certificate Number; of business. 2022-907245 Hypertec USA Inc,(Hypertec Direct) Tempe,AZ United States Date piled:2 Name of being filed,vemmental entity or state agency t-h-a-t7-s-,-party--t,-the--contract-for--whit-Fti,,farm is 07/06/2022 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. 22-023 UPS Equipment 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, 6 UNSWORN DECLARATION My name is Wendy A Downs and rny date of bidh is My address is 1753 East Broadway Road, Ste 101-51 AZ 85282 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Maricopa ate of Arizona 6th 22 on the day of J U 1Y(month) 20(year) Signature of a"thorize agent of,=tmctmo 7buin,,,business Wendy A Downs, Bids Administrator (Declarant) Forms provided by Texas Ethics Commission -www,ethics.state,tX,US Version V1.1,191b5cdc IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Award a contract to Relief Services for Veterinary Practitioners (RSVP) for veterinarian services and authorize the City Manager to execute the contract for an amount not to exceed $59,000 annually, for corrected bid number 22-005 (issued as 21-005) with a term of one (1) year with three (3) one-year renewal options. PRESENTER: Stefanie Martinez, Director of Neighborhood Services SUMMARY: City Council is being asked to consider and award corrected bid number 22-005 (issued as 21-005) to Relief Services for Veterinary Practitioners (RSVP) for Veterinarian Services at the Animal Adoption and Rescue Center and authorize the City Manager to execute the contract for an amount not to exceed $59,000 annually for the contract period of one year with three (3) one-year renewal options. GENERAL DESCRIPTION: The City of North Richland Hills Animal Adoption and Rescue Center (AARC) is required by State law to have all adopted animals spayed or neutered and rabies vaccinated at the time of adoption. In FY17 the Neighborhood Services Department looked into the feasibility of the AARC providing in-house spay/neuter surgeries, rabies vaccination and wellness care for animals in our custody using an in-house, contract veterinarian instead of outsourcing these procedures to area veterinarians. Funds were reallocated and approved by the City Council, and the AARC began using a contract veterinarian and veterinarian technician, to provide these procedures at the shelter. The AARC has realized cost savings from using an in-house contract veterinarian and Animal Control Officers have been able to spend more time in the field since they are not transporting animals to area offices for procedures. In addition, the AARC's live release rate has increased every year for the past 5 years, and has not euthanized any healthy, adoptable dogs or cats during that period of time. Only dogs and cats with severe illness, injury, and/or behavioral challenges that pose a risk to public health and/or safety are euthanized. The current live release rate is 98.1% up from 58.4% 5 years ago. IrLp NOKTH KICHLAN HILLS The current contract has expired, and a request for proposals was issued to establish a new contract for veterinarian services. Bid number 21-005 was issued in error. The corrected bid number is 22-005. The only bid received was from RSVP, our current contract veterinarian service provider. The new contract proposes to provide a veterinarian at the cost of$875/day and a veterinarian technician for $31/hour as well as the annual Drug Enforcement Administration license usage fee of$800 per year. Animal Services estimates 10-15 animals a week require spay/neuter surgeries and a veterinarian would be able to accomplish this amount 1-day a week. Other costs incurred would be for supplies, equipment and medication. Even though the veterinarian services would be for in-house animals only, the AARC could use the contract veterinarian for low- cost rabies vaccinations, city license and microchip clinics to the public on an increased basis from the currently provided twice/year schedule. The contract term is for one (1) year with three (3) one-year renewals. The compensation for the contract is $59,000 annually, with a total contract amount not to exceed $236,000 if all renewals are exercised. Provided funds are appropriated in the city's annual budget for the renewal years, and the terms and conditions of the contract do not change, the remaining renewals will not require additional City Council approval. The proposed contract rates are an increase over current rates as a result of increased costs for medical supplies, medications and services. The increased rates can be accommodated in the AARC's annual budget. RECOMMENDATION: Award a contract to Relief Services for Veterinary Practitioners (RSVP) for veterinarian services and authorize the City Manager to execute the contract for an amount not to exceed $59,000 annually, for corrected bid number 22-005 (issued as 21-005)with a term of one (1) year with three (3) one-year renewal options. Relief Services for Veterinary Practitioners SERVICE AGREEMENT This RSVP SERVICE AGREEMENT (Agreement)is entered into this day of, 20 __ by and between Relief Services for Veterinary Practitioners,RSVP Services,Inc.(Dba RSVP),a Texas corporation,and the City of North Richland Hills,a Texas municipal corporation,located at 4301 City Point Drive,North Richland Hills,Texas 76180(City). Definitions: Animal Adoption and Rescue Center(AARC)—the animal care facility located at 7301 Iron Horse Blvd,North Richland Hills, Texas,that is owned by the City and operated for the purpose of protecting the health,safety and welfare of animals in the community. Shift—a temporary working arrangement,constituting a full or partial day timeframe,in the AARC.Multiple days represents Shifts. Independent Contract Veterinarian(s)—a Licensed Veterinarian under contract with RSVP,in good standing with the State Board of Veterinary Medicine and fully authorized to practice veterinary medicine in the state in which he/she wants to work Shift(s)at his/her discretion. RSVP Employee— Any non-veterinarian, including but not limited to receptionists, managers, veterinary assistants and veterinary technicians, whose contact with the AARC was initiated by RSVP. Recitals: The AARC has a need to engage an Independent Contract Veterinarian(s) or RSVP Employee(s)for Shift(s) and match those Shift(s)with Independent Contractors or RSVP Employee(s)desiring to work Shift(s). RSVP desires to provide these services for the AARC pursuant to this Agreement. AARC desires to contract with RSVP to identify and schedule Independent Contract Veterinarian(s)or RSVP Employee(s)to work on a Shift(s) basis as needed,or to hire an Independent Contract Veterinarian(s)or RSVP Employee(s)as a full-time or part-time employee of the hospital. Duties and Rights of AARC: 1.Use its best efforts to identify an Independent Contract Veterinarian or RSVP Employee(s)to fill Shift(s)or permanent placement request that satisfy the criteria of the AARC.No guarantee is made that RSVP will be successful in filling requested Shift(s)or Placement(s). 2.Maintain an active profile on the AARC regarding Independent Contract Veterinarian preferences of the AARC. 3. Collect and remit Shift(s)fees to the Independent Contract Veterinarian. 5. Independent Contract Veterinarian(s)provided by RSVP will provide their own professional liability coverage. Duties and Rights of AARC: 1.Notify RSVP as far in advance as possible of impending needs for Shift(s)to be filled.2.AARC has the right to accept or refuse any Independent Contract Veterinarians as they are presented by RSVP to fulfill the Shift(s).Cancellation provisions,as described below,do apply once acceptance has occurred. Term and Termination: The term of this Agreement shall be for the period commencing on the date signed and continue for one(1)year with three(3)one-year renewals possible if agreeable to both parties in writing.This agreement may be terminated by either party at any time by giving thirty (30)days'prior written notice to the other party.Upon termination by the AARC,the AARC has an obligation to honor Shift(s)scheduled prior to notice of termination occurring during the 30-day time period of notice,subject to Item I listed under General Provisions below.Termination of this contract does not relieve the AARC from the Contract Subversion section below. Fees for Veterinarian Shift(s): AARC will pay RSVP a predetermined fee per Shift(s)due within five(5)days of the completion of the Shift(s),except where consecutive Shift(s)are involved,in which case compensation shall occur within five(5)days of the last working day.Fees for consecutive Shift(s) extending beyond seven(7)days will be paid to RSVP at the end of each week.A weekday Shift(s)at during daytime operations at the AARC is defined as eight(8)hours(excluding a 1-2-hour lunch)and a Saturday Shift(s)during daytime at the AARC is defined as five(5)hours. Shift(s) that exceed the hours defined above may be billed for additional time by RSVP on a rounded-up hourly basis.Fees for Sunday,holiday,custom, and night shifts will be determined on a per case basis.Any dispute on charges or Shift(s)must be brought to the attention of RSVP within ten (10)business days of the date of service.If the issue is not brought to the attention of RSVP within ten(10)business days,the service will be expected to be paid in full by the due date on the invoice. Fees for RSVP Employee Shift(s): For relief work,RSVP Employee(s)are billed by the hour on a rounded-up hourly basis,with a 5-hour minimum.The hourly rate will be communicated to the AARC prior to scheduling the booking.Any compensation not paid after the expiration of 30 days from the completion of a Shift(s)shall be charged interest at a rate of 1%per month or the maximum rate allowed by law.Payment will be billed by and payable to RSVP. The fees for services are as follows. RSVP Veterinarian up to 8-hour weekday shift-$875. RSVP Technician-$31 per/hour. DEA reimbursement-$800 annual. Placement Fee for hiring an RSVP Veterinarian: Intentionally deleted. Hiring RSVP Emplovee(s): Intentionally deleted. General Provisions: 1.Cancellation of a scheduled Independent Contract Veterinarian from RSVP must be made at least ten(10)working days prior to the scheduled Shift(s).If cancelled less than ten(10)working days of the scheduled Shift(s),a cancellation charge of 20%of the Shift(s)fee will be charged.A cancellation made within 24 hours will result in a charge of 50%of the service rate for the cancelled Shift(s).2.This Agreement will be governed by and construed in accordance with the laws of the State of Texas.3.In the event any action or suit is brought by either party by reason of any default or breach of this contract by the other,then the non-defaulting party shall be entitled to recover from the defaulting party all its costs and expenses of suit,including reasonable attorneys'fees and costs.4.An Independent Contract Veterinarian scheduled by RSVP,is not covered by RSVP workers'compensation insurance as they are not employees of RSVP.The Independent Contractor will be required to carry his/her own Workers'Compensation Insurance as determined by specific state law.5.RSVP will use its best efforts to supply an Independent Contract Veterinarian that meets the stated needs of the AARC.6.RSVP provides and maintains at all times during the term of the Agreement,an accident policy covering all RSVP employees(temporary technicians and receptionists.)It shall be the responsibility of RSVP to pay the premiums of and handle the administrative duties associated with the accident insurance. I,the undersigned,do hereby acknowledge that it is the goal and practice of RSVP to provide the AARC with qualified and professional staff.It is expressly understood and agreed that Independent Contract Veterinarian(s)shall operate as an independent contractor,as to all rights and privileges granted herein,and not as agent,representative or employee of the City.Independent Contract Veterinarian(s)shall be liable and responsible for any and all property loss,property damage,and/or bodily injury to persons or animals,including death,to the extent caused by Independent Contractor's negligence,gross negligence,or intentional misconduct.RSVP shall have the exclusive right to control the work of RSVP employee(s)and shall be solely responsible for the negligent acts and omissions or willful misconduct of its employees.RSVP acknowledges that the doctrine of respondent superior shall not apply as between the City,its officers,agents,servants and employees,and RSVP and its RSVP Employee(s).RSVP further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and RSVP. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of RSVP or its RSVP Employee(s) or Independent Contractor Veterinarian(s). ❑ I acknowledge this Texas veterinary practice is owned by a licensed Texas veterinarian and is in full compliance with the Texas Veterinary Practice Act.I accept responsibility to notify RSVP immediately if this changes. ❑ I acknowledge this entity is a non-profit/exempt from ownership by a Texas licensed veterinarian and is in full compliance with the Texas Veterinary Practice Act.I accept responsibility to notify RSVP immediately if this changes. Veterinary Hospital(s) Owner Veterinarian or Agent Date: Relief Services for Veterinary Practitioners, RSVP Date: Noik,rt-j KICIALANL) HILLS ism lumm T It E C I -r Y o I-, C ii o I c L PURCHASING DEPARTMENT REQUEST FOR PROPOSAL 21-uu5 VETERINARIAN SERVICES BIDS DUE FRIDAY, OCT ER 29, 2021 BY 2:00 P.M. i i Contents ...3 INVITATION TO BID .................................................. GENERALCONDITIONS................................ ........................................................................4 MINIMUM INSURANCE REQUIREMENTS ............................... .........................................10 NON-COLLUSION AFFIDAVIT OF BIDDER................................................................. BID CERTIFICATION.......................... ,..................,...........,..................,....22 COMPLIANCE WITH HOUSE BILL 1295.................. ........................................................23 FOR DISADVANTAGED BUSINESS ENTERPRISES ONLY ...............................................24 CONFLICT OF INTEREST QUESTIONNAIRE......................................................................25 CONTRACTCHANGES GRID ................................................................................ CONFIDENTIALITY OF PROPRIETARY INFORMATION..................................................29 SPECIFICATIONS ........................................................I.........I...............30 2 i 1 NVITA`T ION 'TO BID The City of North Richland Hills is accepting sealed bids from all interested parties for: ➢ Bid Number: 21-005 j Bid Type: REQUEST FOR PROPOSAL Bid Name: VETERINARIAN SERVICES Y Bid Due Date: Friday, October 29, 2021 y Bid Due Time: 2:00 P.M. Central Standard Time ➢ Deadline for questions: Date: Friday, October 22, 2021 Time: 12:00 P.M. Central Standard Time DOCUMENTS MUST BE SUBMITTED ELECTRONICALLY VIA: i www. ublic urchase.cofn No oral explanation in regards to the Ineaning of the specifications will be made, and no oral instructions will be given alter the pre-bid meeting and before the award of the contract. Requests from interested vendors for additional information or interpretation of the information included in the specifications should be directed in writing as a question related to this bid oil Public Purchase and the question will be answered on Public Purchase. All addendums 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 I i GENERAL CONDITIONS I 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 attachments, together with any additional documents identified in the contract and any written j 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/leer bid are submitted to the Public Purchase website on or before 2:00 P.M. Friday, October 29 2021.The official time shall be determined by the Public Purchase Website. The Public Purchase Website will NOT 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 following 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 for, unauthorized alternate bids, or irregularities of any kind. However,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. REJECTION/DISQUALIFICATION 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; fj back of competency as revealed by reference checks, financial statement, experience and equipment, questionnaires, or qualification statement; g) Bid containing special conditions, clauses, alterations, items not called for or irregularities of any kind, which in the Owners opinion may disqualify the Bidder. 4 i However, 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 of North Richland Hills, 5. BID EVALUATION Award of bid, if it be awarded, will be Evade 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 duality of the bidders' goods or services; d) The extent to which the bidder's goods or services sleet the City specifications and needs; e) The bidder's past relationship with the City; f) Total long term cost to the city to acquire the bidder's goods or services; g) Any relevant criteria specifically listed in the specifications; ll) Compliance with all State and local laws, General Conditions and Specifications; i) Results of testing, if required; j) Warranty and/or guarantee, maintenance requirements and performance data of the 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) days alter the opening of bids. No award will be made until after investigations are made as to the responsibilities of the best bidder. The City of North Richland Hills reserves the right to award bids whole or in part when deemed to be in the best interest of the City. Bidder shall state on 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 after the award has been made by the City Council. Requests for this information must be submitted in writing, 7. ASSIGNMENT The successful bidder may not assign his/her rights and ditties under all award without the written consent of the North Richland Hills City Manager, Such consent shall not relieve the assignor of liability in the event of default by his assignee. S. SUBSTITUTIONS/EXCEPTIONS Exceptions/variations from the specifications may be acceptable provided such variations, in each instance, is noted and fiully 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 The delivery date is an important factor of this bid and shall be considered during the evaluation process. The City considers delivery time the period elapsing front tile time the order is placed until the City receives file order at the specified delivery location. All 5 1 material shall be delivered F.O.B. City of North Richland Hills to the address specified at the tune of order, Acceptance by the City of North Richland Hills of any delivery shall not relieve the Contractor of any guarantee 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 Richland Hills right to request replacement of defective material or material not meeting specifications. 10. NOTICE OF DELAYS II Whenever the contractor encounters any difficulty which is delaying or threatens to delay timely performance, written notice shall immediately be given to the Purchasing Manager, stating all relevant information. Such notice shall not in any way be construed as a waiver by the City of any rights or remedies to which it is entitled by law. Delays in performance anchor completion may result in cancellation of agreement. 11. SALES TAX �! deral Excise and State sales tax; The City of North Richland Hills is exempt from Fe therefore tax must not be added to bid. 12. TIE BIDS In the event of a tie bid, State Law 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 items are identified by a "brand name" description, such identification is intended to be descriptive, not restrictive, and is to indicate the duality 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 all equal product and published specifications of the equal products offered must be included with the bid reply. Bids offering equal 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 of acceptable "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 offering the brand name product referenced in the invitation for bids. 14. 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. 15. PROHIBITION AGAINST PERSONAL FINANCIAL INTEREST IN CONTRACTS No employee of the City of North Richland Hills shall have a direct or indirect financial interest in any proposed or existing contract, purchase, work, sale or service to or by the City(CMA-074, Standards of Conduct, Section IV). 6 I 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 I.) 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 fill increase in cost and handling to the defaulting successful bidder. The contract may be terminated by either party upon written thirty (30) days' notice prior to cancellation without cause. i 17. ATTORNEYS FEES Neither party to this contract shall be entitled to attorney fees for any matter arising under this contract, whether for additional work, breach of contract, or utter claim for goods services, or compensation. All claims for attorney's fees are hereby WAIVED, 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 person 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 Contactor 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. Contactor further agrees to defend, at its own expense, and oil behalf of City and in the name of City, ally claim or litigation brought in connection with any such injury, death, or damage. The Contactor will secure and maintain Contractual Liability insurance to cover this indemnification agreement that will be primary and noncontributory as to ally insurance maintained by the City for its own benefit, including self-insurance. 7 19. PERFORMANCE AND PAYMENT BONDS In the event the total contract amount exceeds $100,000, the Contractor shall be required to execute a performance bond in the amount of one hundred (100) percent of the total contract price; if the total contract amount exceeds$50,000 the contractor shall be required to execute a payment bond in the amount of one hundred (100) percent of the total contact price, each in standard forms for this purpose, guaranteeing faithful performance of work and guaranteeing payment to all persons supply labor and materials or furnishing any equipment ill the execution of the contract. It is agreed that this contract shall not be in effect until such performance and payment bonds 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 of North Richland Hills, the surety company underwriting the bonds shall be acceptable according to the latest list of companies holding certificates of authority from the Secretary of the Treasury of the United States. Attorneys-in-fact who sign bid bonds or contract bonds must file rvith 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 Hills. [X ] 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 HB 89 of the 85th Texas Legislative Session, and in accordance with Chapter 2270 of the Texas Government Code, vendor has not and shall not boycott Israel at any tinge while providing products or services to the City of North Richland Hills. [ X] Yes, we agree [ ]No,we do not agree 23. COMPLIANCE WITH SB 252: Vendor agrees per SB 252 of the 85"' Texas Legislative Session, and in accordance with Chapter 2252 of tile 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 Hills. [ X ] Yes, we agree [ ] No, we do not agree 8 i * 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, j 24. ETHICS 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 from the Purchasing Division. Acknowledgment -The City ofNorth Richland Hills' Internal Ethics and Compliance Policy has been made available to me. I understand the expectations of ethical behavior and i compliance with the law, and agree to adhere to the City's ethics policies. his;/Owww.n htx.comlloeurnentCente�/V iew13891Code-of-Ethics---PDF?bidld [X] I agree [ ] I do not agree 25, DEPARTMENT OF TRANSPORTATION (TXDOT) RELATED BIDS "The City of North Richland Hills, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-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 afforded full 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 full 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 failure on the part of the proposer to determine the frill extent of the exposures. 9 i MINIMUM INSURANCE REQUIREMENTS Contractors performing work on City property or public right-of-way for the City of North Richland Hills shall provide the City a certificate of insurance evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. The City, at its own discretion, may require a certified copy of tile policy. All insurance companies and coverages must he authorized by the Texas De vartment of Insurance to transact business in the State of Texas and must be acceptable to the City of North Richland Hills. i The following guidelines are designed to show the most common minimum insurance requirements for standard contracts and agreements with the City. Non-standard agreements may require additional coverage and/or higher limits. Coverage Amolmts required for non-standard agreements to be determined by the department and the City Manager. General Contracts for Services: Service work, and general maintenance agreements, etc. Ll Commercial General Liability ❑ Automobile Liability ❑ Workers' Compensation & Employer's Liability ❑ Payment and Maintenance Bond (if applicable) *See Exhibit A for insurance language to include in general contracts for services* Professional Services: Consultants or other professionals including: accountants, attorneys,architects, engineers, medical professionals, medical services, etc. ❑ Commercial General Liability ❑ Automobile Liability ❑ Workers' Compensation &Employer's Liability ❑ Professional Liability or equivalent Errors & Omissions (appropriate to Contractor's profession) *See Exhibit B for insurance language to include in professional services contracts* Construction: Building contractors for construction projects. ❑ Commercial General Liability Automobile Liability, ❑ Workers' Compensation & Employer's Liability ❑ Professional Liability (if applicable for design function) 10 ❑ Builder's Risk(required for new or existing property under construction) ❑ Payment and Maintenance Bond (if applicable) *See Exhibit C for insurance language to include in construction contracts` 1 Information Teclittology/Network Access Services: For the purchasing and installation of technology-related software and equipment or contracting services that support, maintain or interact with the CITY'S technology systems. ❑ Commercial General Liability ❑ Automobile Liability ❑ Workers' Compensation & Employer's Liability ❑ Professional Liability (if applicable) ❑ Cyber Liability i *See Exhibit D for insurance language to include in IT/network access services agreements* Standard Minimum Required Insurance Coverage Insurance Type Limit Provision City to be listed as additional insured $1,000,000 Each Occurrence and provided 30-day Commercial General $2,000,000 Aggregate notice of cancellation or material change in Liability coverage For Construction Projects: $2,000,000 Each Occurrence $4,000,000 Aggregate Automobile Liability $1,000,000 Combined Single Limit Waiver of Workers' Compensation Texas Statutory Requirements subrogation in favor of City $500,000 injury- each accident Employer's Liability $500,000 disease - each crnployee $500,000 disease - policy limit Professional Liability (or equivalent Errors & Omissions coverage $1,000,000 Each Occurrence appropriate to the Contractor'sprofession) Builder's Risk(required for new or existing property 100% Value under construction) Cyber Liability $1,000,000 Each Occurrence Payment/Maintenance Bonds In accordance with Chapter 2253 of the Texas Government Code 11 EXHIBIT A GENERAL CONTRACTS FOR SERVICES For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance j which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death, as well as fi•om claims for property damage which may arise fi•om the performance of work under this Agreement. i A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory Employer's Liability $500,000 injury - each accident $500,000 disease - each employee $500,000 disease - policy limit j B. Commercial General Liability: On an"occurrence" basis, including, property damage, bodily injury, products and completed operations and personal &advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Automobile Liability: Covering any auto, or if CONTRACTOR has no owned autos, covering hired and non-owned autos with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance policy. Policies of insurance shall not be cancelled non-renewed,terminated, or materially changed unless and until thirty (30) days' notice has been given to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best Financial rating of A- VI or better. CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. 12 I Payment and Maintenance Bonds (if applicable): CONTRACTOR shall procure Payment and Maintenance Bonds as applicable and in accordance with Chapter 2253 of the Texas Government Code. I i i 13 EXHIBIT B j PROFESSIONAL SERVICES For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death, as well as from claims for property damage which may arise from the performance of work under this Agreement. 1 A. Workers' Compensation and Employer's Liability Insurance.- Workers' Compensation Texas Statutory Employer's Liability $500,000 injury- each accident $500,000 disease - each employee $500,000 disease - policy limit Commercial General Liability: B. Ca :y On an "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Automobile Liability: Covering any auto,or if CONTRACTOR has no owned autos,covering hired and non- owned autos with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage. D. Professional Liability(Errors and Omissions) CONTRACTOR shall maintain Professional Liability (or equivalent) errors and omissions insurance appropriate to the CONTRACTOR'S profession, VETERINARIAN SERVICES, with a limit no less than $1,000,000 per occurrence or claim. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance policy. Policies of insurance shall not be cancelled non-renewed,terminated, or materially changed unless and until thirty (30) days' notice has been given to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best 1~inancial rating of A- VI or better. 14 I I i CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. E I I i 15 EXHIBIT C i CONSTRUCTION I For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR, its Subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death, as well as frorn claims for property damage which may arise from the performance of work under this Agreement. i A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory Cmployer's Liability $500,000 injury- each accident $500,000 disease - each employee $500,000 disease - policy limit B. Commercial General Liability: y On an "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. C. Automobile Liability: Covering any auto, or if CONTRACTOR has no owned autos,covering hired and non- owned autos with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage. D. Professional Liability (if contract involves design work) CONTRACTOR shall maintain Professional Liability (or equivalent) errors and omissions insurance appropriate to the CONTRACTOR'S profession, with a limit no less than $1,000,000 per occurrence or claim E. Builder's Risk CONTRACTOR shall maintain Builder's Risk Insurance providing All-Risk (Special Perils) coverage in an amount equal to one hundred percent (100%) of the completed value of the project in question and no coinsurance penalty provisions, The policy shall list the CITY as loss payee as their interests may appear. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance policy. 16 Policies of insurance shall not be cancelled non-renewed, terminated, or materially changed unless I and until thirty (30) days' notice has been given to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an AM. Best Financial rating of A- VI or better. I CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. Payment and Maintenance Bonds (if applicable); CONTRACTOR shall procure Payment and Maintenance Bonds as applicable and in accordance with Chapter 2253 of the Texas Government Code. 17 EXHIBIT D INFORMATION TECHNOLOGY/NETWORK ACCESS SERVICES 1 For the duration of this Agreement, CONTRACTOR shall maintain the following minimum insurance j which shall protect CONTRACTOR, its subcontractors, its sub-consultants and CITY from claims for injuries, including accidental death, as well as from claims for property damage which may arise from the performance of work under this Agreement. A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory Employer's Liability $500,000 injury - each accident $500,000 disease - each employee $500,000 disease - policy limit B. Commercial General Liability: On an "occurrence" basis, including, property damage, bodily injury, products and completed operations and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Automobile Liability: Covering any auto,or if CONTRACTOR has no owned autos,covering hired and 11011- owned autos with a Combined Single Limit no less than $1,000,000 per accident for bodily injury and property damage. D. Professional Liability(Errors and Omissions) If appropriate for CONTRACTOR'S work, CONTRACTOR shall maintain Professional Liability(or equivalent) errors and omissions insurance appropriate to the CONTRACTOR'S profession, with a limit no less than $1,000,000 per occurrence or claim. E. Cyber Liability CONTRACTOR shall maintain cyber liability (or equivalent) insurance. Such insurance shall provide limits of no less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by the CONTRACTOR. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials and employees shall be contained in the Workers' Compensation insurance policy. 18 I Policies of insurance shall not be cancelled non-renewed,terminated, or materially changed unless and until thirty (30)days' notice has been given to CITY. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M. Best Financial rating of A- VI or better. j CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a perso11 authorized by that insurer to bind coverage oil its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. i 19 1 j Other Insurance Re uirements - To Be Included As A olicable CONTRACTORs who serve or distribute liquor: i Liquor Legal Liability - CONTRACTOR shall maintain Liquor Legal Liability coverage covering the selling, serving,or furnishing of any alcoholic beverage performed by CONTRACTOR,or on its behalf. Such insurance shall provide limits of no less than $1,000,000.00 per occurrence. CONTRACTORs who hold long-term leases: Property Insurance — LESSEE shall maintain Property Insurance against all risks of loss to any improvements or betterments, at full replacement cost with no coinsurance penalty provision. The CITY shall be added as a Loss Payee to the policy as interests may appear. CONTRACTOR's whose work involves chemicals or otherwise has a pollution exposure: Contractors' Pollution Liability(or equivalent)—CONTRACTOR shall maintain Contractors'Pollution Liability with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000 policy aggregate. CONTRACTORS who tale possession of City or public vehicles(e.g., parking lots operators, auto repair shops): Garage Keepers Liability(or equivalent)—CONTRACTOR shall maintain Garage Keepers Liability or equivalent coverage for applicable property while in the CONTRACTOR'S care, custody or control. Coverage must include Comprehensive and Collision coverage. Such insurance shall provide limits equal to no less than the total value of CITY or public property in the CONTRACTOR'S care, custody and control at any one tinge. CONTRACTORs who own and operate unmanned aircraft(drones): UAS Liability (or equivalent) - CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the ownership, maintenance or use of Unmanned Aerial Systems (Drones). Coverage must include limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. A PURCHASE ORDER WILL NOT BE ISSUED WITHOUT EVIDENCE OF INSURANCE. 20 NON-COLLUSION AFFIDAVIT OF BIDDER State of Texas County of Denton Monica Hughes verifies that: (Name) (1) He/She is owner, partner, officer, representative, or agent of RSVP Services, Inc. has submitted the attached bid: j (Company Name) i (2) I-Ie/She is fully informed in respect to the preparation, contents and circumstances in regard to attached bid; (3) Neither said bidder nor any of its officers, partners, agents of employees has in any way y colluded, conspired or agreed, directly or indirectly with any other bidder, firm or person to submit a collusive or share bid in connection with attached bid and the price or prices quoted herein are fair and proper. S1 NATURE PRINTED NAME Subscribed and sworn to before me this c= /Day of / t_ 2021. � i ���� .-t_�, f i AD WALLESCH NOTARY PUBLIC in and for (WN 1132 a2_sion Expires28, 2U23 =% County, Texas, My commission expires: 0 ,; � z 0 3 THIS FORM MUST BE COMPLETED, NOTARIZED AND SUBMITTED WITH BID 21 j BID C;ERTII+IC<ATION The Undersigned, in submitting this bid, represents and certifies: a. He/she is fully informed regarding the preparation, contents and circumstances of the attached bid; b. He/she proposes to furnish all equipment/service at the prices quoted herein and bid is in strict accordance with the conditions and specifications stated herein; c. There will be at no time a misunderstanding as to the intent of the specifications or conditions to be overcome or pleaded after the bids are 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. e. The undersigned hereby certifies that he/she has read, understands and agrees that acceptance by the City of North Richland Hills of the bidder's offer by issuance of put-chase order will create a binding contract. further, lie/she agrees to fully comply with documentary forms herewith trade a part of this specific procurement. COMPANY: RSVP Services Inc. ADDRESS: 2701 Hartlee Field Road CITY, STATE &ZIP: Denton, Texas 76208 TELEPHONE: 800-256-4078 FAX (940) 226-3104 EMAIL: tnon ica.hughes@4rsvp.cotn SIGNATURE: f.. PRINTED NAME: Monica Hughes DATE: i 22 i COMPLIANCE E WITH HOUSE BILL 1295 In 2015, tile, Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity at the time the business entity submits the signed contract to the governmental entity. The law applies only to a contract of a governmental entity that either(1) requires an action or vote by i the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million, The disclosure requirement applies to a contract entered into on or after January 1, 2016. The Texas Ethics Commission has adopted rules necessary to implement the law, prescribed the disclosure of interested parties form, and posted a copy of the form oil the commission's website. Filing Process: The commission has made available on its website a new filing application that must be used to file Form 1295. A business entity must: 1) Use the application to enter the required information on Form 1295, 2) Print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. 3) Contract Number should be the Bid/RFP Number and Bid Title. 4) Sign the printed copy of the form (an authorized agent of the business entity must sign), 5) Either include your personal information or have the form notarized, 6) File the completed Form 1295 with the certification of filing with the governmental body with which the business entity is entering into the contract. The governmental entity must notify the con311lission, using the commission's filing application, of the receipt of 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 from the governmental entity. Information regarding how to use the filing application may be found at httpsJhvNA,w.etliic,s,state.tx.tis/whatsne\vlell'_info—fortm 1295.1itim. 23 FOR WSADVANTAGED BUSIIN .,S,',') ENTER.1"R1St+1S ONL V Disadvantaged Business Enter vrises DBE are encouraged to participate in the City of North Richland Hills bid process. Representatives from DBE Companies should identify themselves as such and submit a copy of their Certification. 1 The City of North Richland Hills recognizes the certifications of both the State of Texas 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: i Texas Building and Procurement Commission Statewide HUB Program 1711 San Jacinto Blvd., Austin TX 78701-1416 1 P O Box 13186, Austin, TX 78711-3186 (512) 463-5872 I�ttp:lfwvvw.e�1i:,daw.state.tx.asf :acuacn�er�tl t�s �Ihr�l�JhUb-certification/ North Central Texas Regional Certification Agency 624 Six Flags Drive, Suite 216 Arlington, Texas 76011 (817) 640-0606 http.-l/a�,ww,netrea.org/certification.hti-nI 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 APPLY: Minority-Owned Business Enterprise Women-Owned Business Enterprise Disadvantaged Business Enterprise 24 IE CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Texas focal Government Code, a person, or agent of a person, %vho contracts or seeks to contract for the sale or purchase of property, goods, or services with the City of North Richland Hills must file a completed conflict of interest questionnaire. The conflict of interest questionnaire must be filed with the City Secretary of the City of North Richland Hills no later than the seventh business day after the person or agent begins contract discussions or negotiations with the City of North Richland Hills or submits to the City of North Richland Hills an application, response to a request for proposal or bid, correspondence, or another writing related to a potential agreement with the City of North Richland Hills. An updated conflict of interest questionnaire must be filed in accordance with Chapter 176 of the Local Government Code. Ali offense ender Chapter 176 is a Class C misdemeanor, , i The Conflict of Interest Questionnaire is included as part of this document and can be found at: https-//wNvw.et[iies.state.tx.us/data/forms/con flictl�I dF l 25 i I i CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity Ili This questlonnalro reflects changes made to the law by H.B.23,84th Log.,Regular Session. OFFlCEt75> ONLY j This quasdonnalre is boing filed in accordance with Chapter 176,Local Government Coda,by a vendor who Date Recelved has a business relationship as defined by Section 176.001(1-a)with a local govommental entity aid the vendor meets ioqulremenls under Secdon t76.000(a). By law this quesdonnalre must be riled with the records administralor of die local governmental entity 3ho1 later than die 701 business day after Ilia date the vendor becomes aware of lacts that require Ilia statament to be filed. See Section 176.006(1•1),Local Government Code. A vendor commits an offense if die vendor knowingly violates Section 170,006,Local Government Code.An offense under this saction Is a misdemeanor. i 1 Name of vendor who has a business relationship with local governmental entity. i 2 ❑ Checkthis box If you are filing an ufxiate to a previously filed questionnaire.(The law requires that you file an updated completed questionnafre with the approprlate filing alllltoiity not later than the 7th business day after the date on which you became aware that the originally flied questlonnalro was incomplete or inaccurate) A 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 income, other than Investment income, from the vendor? ETC,S EJ No B. Is the vendor receiving or likely to receive taxable income,other than Investment irteolm,from oral the direction of the local government officer or a family member of the officer AND the taxable Income is not received from the local governmental entity? Fl Yes No s Describe each employment or business relationship that the vendor named In Section 1 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 interest of one percent or more. 6 Check this box If the vendor has given the focal government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described In Section 176.003(a-i). 7 Slgnahrre of vendor doing business with the governmental amity Data Form provided by Texas Ethles Commission wy+w.ethlcs.stato.txms Revised 10012015 26 i 1 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with focal governmental entity Acomplete copy of Chapter 116 of the Local Government Code may be found at httpwwww,statutes.leg is,state,tK.us1 Docs/LG1htm/L.G.176.htm.For easy reference,below are some of the sections cited on this form. i Local Government Code§176.001 1-a :'Business relalionship"means aconnection between two or more parties based on commercial activity of one of the parties. The terns does not inolude a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public,or (C) a purchase or lease of goods or services from a person that Is chartered by a state or federal agency and that is subject to regular examination by,and reporting to,that agency. Local Government Cade§176.003 a 2 A atld B (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or family member of the officer that results in the officer or family member receiving taxable income,other than investment income, that exceeds$2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government ofticerora family member of the officer one or more gifts that have an aggregate value of more than$100 In the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering Into a contract with the vendor. Local Government Code§176.006 a and a-1 (a) Avendor shall file acompleted conilictof interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family mernberof the officer,described by Section 176.003(a)(2)(A); (2) has given a local govern mentoftloot of that local governrnenial entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity, (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity;or (B) submits to the local gave'nmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer,or a family member of the officer,described by Subsection(a); (S) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form}provided by Texas Ethics Commission WWW.ethics.s take.1X.us Revised 11/30!2015 27 CONTRACT CHANGES (ARID The Contractor has the obligation to review all documents that make up the contract documents in their j entirety and include any objections or requests for modifications to the Terms and Conditions, or any of the Contract Documents, in the Contract Changes Grid included with the Notice to Bidders. No changes or modifications will be made to the contract documents unless such changes are set forth in the Contract Changes Grid, submitted to the City along with the Contractor's proposal, and agreed to by the City. I CONTRACT CHANGES GRID Proposed Contractor/Bidder ("Contractor" or "Bidder"), submits the following modifications to the City's Standard C"Agreement") requesting changes to such provisions be accepted by the City and incorporated into the Agreement. Contractor understands and acknowledges that the City is under no obligation to accept the modification(s) proposed by Contractor; however, the City agrees to negotiate in good faith in consideration of Contractor's request, subject to legal requirements, City policies and advice of the City Attorney. Section /Page Term, Condition or Exception/Proposed Disposition (For Specification Modification City of NRH Use only) City Response; Accepted Not Accepted Modified 28 I I i CONFIDENTIALITY OF 13110PRIETARY INFORMATION I During the evaluation process of this RFP, to the extent permitted by law, the City of North Richland Hills will maintain all contents of the Proposers' responses and discussions related to the Proposers' proposals as confidential. The City will treat all proposals as confidential until negotiations are I completed, the successful Proposer has been selected, and a contract has been awarded. During the evaluation process, the City intends to disseminate information submitted by all Proposers to selected staff, any consultants employed by the City, and the evaluation committee, as the City deems appropriate in its sole discretion. Such staff, consultants, and committee members shall maintain the i Proposers' information as confidential to the extent permitted by law. All materials submitted in response to this RFP shall become the property of the City of North Richland Hills and will not be returned. After a Proposer is selected and the contract is awarded, all submissions shall be subject to release in accordance with Texas Government Code Chapter 552, the Texas Public Information Act (the"Act"). If a Proposer does not desire proprietary information in the proposal to be disclosed, it is required to identify all proprietary information in the proposal prior to submission of the proposal to the City. The identification shall be done by individually marking each page with the words "Proprietary Information" on which such proprietary information is found. If the Proposer fails to identify such information as proprietary, the Proposer agrees by submission of its proposal that those sections shall be deemed non-proprietary and made available to the public upon request as authorized by law upon completion of the RFP process and award of contract. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of their proposals. Proposers shall consider the implications of the Act, particularly after the RPF process has ceased and a contract has been awarded. If a public information request is made for a Proposer's response following award of contract, proprietary information submitted in an RFP process may only be withheld from public disclosure pursuant to Section 552.1101 of the Act. A determination as to whether Section 552.1101 applies will not be decided by the City of North Richland Hills, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, and the Proposer is required to request an opinion as to the confidentiality and proprietary nature of the information kom the Attorney General pursuant to Section 552,305 of the Act. The City is not authorized to make the request on the Proposer's behalf. 29 i SPECIFICATIONS 1.0 PURPOSE OF SOUCI`I'ATIONS The City of North Richland Hills invites submittals f om qualified businesses and agencies interested in providing contractual veterinary services for the Animal Adoption and Rescue Center. The mission of the Animal Adoption and Rescue Center is to provide safe neighborhoods for people E and their pets. The Center strives to! i 1.1 Enforce City ordinances and state laws in order to protect the community and their pets from animal related issues. i 1.2 Promote responsible pet ownership through education, enforcement, and legislation. 1.3 Provide a safe haven for lost, unwanted, and homeless pets entering the Center, return lost pets to their owners, re-home pets into loving, permanent homes, and provide veterinarian care, treatment, and disease prevention measures, in order to protect the health of the Center's pets and reduce pet overpopulation with pre-adoption spay/neuter procedures and services. 2.0 SCO13E OF SERVICES 2.1 Performs spay/neuter surgery, recovery, discharge and any other operations and activities of veterinarians. 2.2 Performs visual inspections, examinations and treatments at all levels of care of animals brought into or held in the Center and ensure the overall health and care of each animal. 2.3 Provides rabies and core vaccinations for adopted and reclaimed animals. 2.4 Provide a qualified veterinarian technician to assist the contract veterinarian with surgical assistance, including but not limited to; verifying surgery schedule with City staff, retrieving animal from in-house assigned cage or kennel, prepping animals for surgery, cleaning, disinfecting and sterilizing surgical equipment, preparing surgical packs, assisting the veterinarian during the surgical process, post-op care and treatment of animals, assist veterinarian on instructing City staff with post- surgery care needs for each animal, cleaning and disinfecting surgery room during and after surgeries, and updating daily medical procedures in Center's animal management software. 2.5 Allows the City to rabies vaccinate adoptable and reclaimed animals with their presence on the property. 30 i 2.6 Allows the City to rabies vaccinate during City-sponsored low cost rabies vaccination and registration clinics with their presence on the property. 2.7 The City will supply the spay/neuter facilities; including the pre-op area, surgical equipment and supplies, surgical suite, post-op area, and parking. i 2.8 Provide the use of the veterinary clinic, organization, or veterinarian's DEA license to the City, in order to obtain needed drugs and controlled substances for use during spay/neuter surgeries E and prescribed treatments for all levels of care of animals held at the Center under the direct control, supervision and administration of the contract veterinarian. Tile DEA registrant is responsible for all required documentation, accounting, inventory control, and record keeping as required by the DEA, the Texas Department of Public Safety, and/or the Texas Veterinarian Medical Association to ensure compliance and good standing in order to maintain a current and valid DEA license, The City will reirnburse the cost of initial and/or renewal registration of registrants DEA license, registered and authorized for use at the Center. 2.9 Provides emergency veterinary services and/or treatment to animals as required. 2.10 Assists with investigations of animal cruelty, testifying in court and administrative hearings, and assist the public in animal care and regulation issues. 2.11 Assist the Animal Services manager in the development and implementation of policies which impact animal and, indirectly, hurnan health. 2.12 Coordinates the planning of the daily activities of the veterinary function to ensure efficient and effective operation. 2.13 Works within the Center's animal management software on scheduling, documentation of medical treatments, vaccinations, and medications performed, on-going treatment schedules for post- op and sick/injured animals for staff to follow in periods between veterinarian scheduled days of service and any other records required by the Center to properly administer the medical function of the operations in conjunction with the Center and field functions. 2.14 Conforms to all surgical standards as dictated by the Texas Veterinary Medical Practice Act. 3.0 BACKGROUND OF THE ANIMAL ADOPTION AND RESCUE CENTER The current Animal Adoption and Rescue Center facility opened in May 2015. The Center is located at 7301 Iron Horse Blvd,North Richland Hills, Texas 76180. The Center will have a surgery room with one table, pre-op and recovery cages, spay/neuter equipment and supplies and a computer for veterinarian staff. 31 In Fiscal Year 2020, the Animal Adoption and Rescue Center handled 1,651 animals. The Center adopted 401 dogs and 242 cats. Pet owners reclaimed another 386 dogs and 451 cats. It is estimated that less than 20% ofthe animals handled were already spayed or neutered at the time of entry into the Center, It is the intention of the City to perform in-house spay/neuter services for all adopted pets, decreasing or eliminating the need to have spay/neuter surgeries out-sourced, j 4.€1 OPTIONS UNDER CONSIDERATION i i The City of North Richland Hills will consider any of the options listed below or variations thereof: i 4.1 Veterinary clinic or organization that would provide (a) veterinary services and (b) spay/neuter services, to include a veterinarian and veterinarian technician for 8 hours a week for a monthly fee of )Veterinary clinic or organization that would provide a veterinarian a�'d veterinarian technician ---. p ( of a per a6imal basis of$—_—'_—• oi3 a per shift basis of$�' ��._T or a per hour basis of$ �'�� •—_ 5.0 CONTRACT TERM The term of the contract is expected to be one year, with three one-year options that are dependent on performance and fiinding. 6.0 SELECTION PROCEDURE The qualifications will be evaluated based on the evaluation criteria set forth below. After a veterinarian/vendor has been selected, the City will negotiate a satisfactory contract with the veterinarian/vendor, If a satisfactory contract cannot be negotiated with the first ranked veterinarian/vendor,the City will begin negotiation with the second ranked veterinarian/vendor, and so forth, until a satisfactory contract is negotiated or the City determines to re-solicit the RFP. A committee consisting of City personnel and others deemed fit by the City to assist in the selection process will review the qualifications and recommend the most qualified veterinarian/vendor. The City intends to select a veterinarian/vendor on the basis of these submittals. However, based upon the number of submittals received and the committee's review,the City,at its discretion, may request either interviews or formal presentations from a short list of selected veterinarians/vendors. The committee will use the following criteria in the selection process: 1. Experience and ability of veterinarian/vendor and staff 15 2. Demonstrates ability to provide scope of service 30 32 i i 3. Ability to provide a veterinarian technician an([ DEA license 25 4. References 10 5. Cost of set-vices to be provided 20 i E i EE I I l I 33 i 1 21-005 VETERINARIAN SERVICES I City of North Richland Hills-RSVP references Corey Price I Animal Services Manager City of Irving I Animal Services 4140 Valley View Lane Irving, TX 75038 (972) 721- 2258 C�71iCe@C1tyQflCVin�.Or� Randi Weinberg Animal Services Manager Linda McNatt Animal Care&Adoptions 3717 N. Elm St. Denton, TX 76207 (940) 349-7598 Randi.Wei►iber cit ofdenton,com Eric Shumar Weatherford/Parker County Animal Shelter 403 Hickory Ln Weatherford, Texas (917) 876-5221 esliumar@weatheLfordtx.gov i 21-005 VETERINARIAN SERVICES i RSVP Proposal for Veterinary Services-City of North Richland Hills i i Relief Services for Veterinary Practitioners(RSVP) is submitting a bid for providing the veterinary services listed in the Requested Scope of Services. RSVP is a veterinary staffing agency, based out of Denton Texas,that has been serving Texas animal � shelters since 1992. i RSVP currently supplies veterinarians and veterinary support staff to hundreds of veterinary clinics and non-profits in Texas, and many government shelters. Soule shelters utilize RSVP staff on an as needed basis, all the way tip to awarding the contract for the entire veterinary tears] in a permanent/long terra all- inclusive commitment. A few of the local metroplex city shelters currently using RSVP services regularly are Irving, Fort Worth,Grand Prairie, Denton and Weatherford. RSVP has many years' experience meeting the varied and unique staffing needs of animal shelters. RSVP can supply a single primary veterinarian to be the DEA/vet of record,as well as other supplemental veterinarians or when the primary veterinarian needs to take off. RSVP veterinarians are Independent Contractors and will carry their own professional liability insurance. RSVP can also supply one/more technicians for as many days a week as requested. RSVP support staff are all RSVP employces,who have been drug screened, background checked and assessed for skills and experience. All RSVP employees are covered under RSVP's Workers Comp insurance. The current regular RSVP veterinarian Stan Brandon, and RSVP technician Monica Barajas working at the North Richland Hills shelter, would continue without interruption, The fees for services are as follows, RSVP Veterinarian up to 8 hour weekday shift-$875 RSVP Technician-$31 per/hour DEA reimbursement-$800 annual The RSVP contact for this proposal: Monica Hughes Director of Operations 2701 Hartice Field Road Denton,TX 76208 800-256-4078 monica.ltti&1ies(r Mrsv)com \vWNv.rcl iel0vet.com CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 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. 2022-915531 RSVP Services, Inc Denton, 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 07/27/2022 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. 22-005 Veterinary Medical Staffing Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Grant, David Denton,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc r4RH NORTH R.ICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Authorize the City Manager to execute the tenth amendment to the Texas Anti-Gang (TAG) Center Analyst Agreement, as grant fiduciary for the TAG Center Grant #2848908, including $82,079.22 annual rate of compensation for the TAG Center Analyst PRESENTER: Jimmy Perdue, Director of Public Safety Summary: As a part of the TAG grant awarded to the City of North Richland Hills (NRH), an analyst position is approved to support the need of staff assigned to the TAG Center of the TAG Center. The FY 2022 TAG Grant #2848908 budget, includes the annual rate of compensation at $82,079.22 for the TAG Center Analyst equivalent to the 2022 Dallas- Fort Worth Locality Pay GS 9-3 for the period September 1, 2022 — August 31, 2023, to include 30% fringe. General Description: Pursuant to the FY 2022 grant award for the TAG Center by the Office of the Governor, the City of North Richland Hills as the grant fiduciary is charged with conducting transactions for the grant on behalf of the TAG Center. As such, TAG Grant #2848908 effective September 1, 2022, the annual rate of compensation for the services rendered by the TAG Center Analyst is $82,079.22, rendered in equal installments of $6,839.93, plus a $75 per month cell phone allowance. Recommendation: Authorize the City Manager to execute the tenth amendment to the Texas Anti-Gang (TAG) Center Analyst Agreement, as grant fiduciary for the TAG Center Grant #2848908, including $82,079.22 annual rate of compensation for the TAG Center Analyst. TENTH AMENDMENT TO TEXAS ANTI-GANG CENTER ANALYST AGREEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § The parties to this Independent Contractor Agreement ("Agreement"), are the City of North Richland Hills,Texas, a home rule municipality located in Tarrant County,Texas ("City"), and Rebecca Ciferri ("TAG Center Analyst"). For convenience, the City and the TAG Center Analyst may be referred to collectively as "parties" and individually as a "party." WHEREAS, the parties hereto in 2016 entered into an agreement ("Original Agreement") for contracted services; and, WHEREAS, the FY22 Texas Anti-Gang Program (TAG) Grant #2848908 budget, effective September 1, 2022, includes compensation for services equivalent to the 2022 Dallas-Fort Worth Locality Pay GS Grade 9-3, September 1, 2022 —August 31, 2023, to include 30% fringe for the TAG Center Analyst; NOW THEREFORE, for and in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: Section I. Paragraph 1.3 of the Original Agreement are hereby amended to read as follows: 1.3 Compensation. As compensation for the services rendered by the TAG Center Analyst under this Agreement, effective September 1, 2022, the City shall pay the TAG Center Analyst $79,864.20 annually, equivalent to the 2022 Dallas-Fort Worth Locality Pay GS Grade 9-3 to include 30% fringe, prorated for four months. The City shall pay the TAG Center Analyst monthly payments of $6,655.35, plus $75 per month cell phone allowance. Equal installments of $6,730.35 are to be received on the last Friday of every month, provided that as a condition precedent to payment, the TAG Center Analyst shall submit to the Chief of Police or designee at least 15 days preceding a payday an invoice for services rendered. The TAG Center Analyst will follow the TAG Travel/Training Reimbursement Policy with Fiduciary City of North Richland Hills for ordinary, necessary and reasonable travel expenses when directly connected with or pertaining to TAG-related business and gang-related training and conferences. Subject to availability of grant funds and to the extent they are included in TAG's approved fiscal year budget, NRH will reimburse the TAG Center Administrator for transportation reimbursed at the current IRS standard mileage rate per mile, lodging, subsistence, and related items incurred while traveling on official TAG-related business in support of the grant's objectives. The TAG Center Analyst is not entitled to receive and is prohibited from accepting any compensation or other benefit from either the City or from any other person or entity in exchange for the TAG Center Analyst's services rendered under this Agreement except as provided in this Agreement. Section 2: Except as herein amended, the Original Agreement shall continue in full force and effect. IN WITNESS WHEREOF, we have hereunto set our hands this 22nd day of August, 2022, in duplicate originals. CITY OF NORTH RICHLAND HILLS, TEXAS: By: By: Mark Hindman, City Manager Texas Anti-Gang Center Analyst Date: Print Name APPROVED AS TO FORM: Date: By: Maleshia McGinnis, City Attorney Date: ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer Date: r4RH NORTH R.ICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: 08-22-2022 SUBJECT: Authorize the City Manager to execute the seventh amendment to the Texas Anti-Gang (TAG) Center Administrator Agreement, as grant fiduciary for the TAG Center Grant #2848908, including $167,257.83 annual rate of compensation for the TAG Center Administrator. PRESENTER: Jimmy Perdue, Director of Public Safety Summary: As a part of the Texas Anti-Gang Program (TAG) grant awarded to the City of North Richland Hills (NRH), an administrator position is authorized to oversee the operational aspects of the TAG Center. The FY 2022 TAG Grant#2848908 budget, effective September 1, 2022, includes the annual rate compensation at $167,257.83 for services for the TAG Center Administrator equivalent to the 2022 Dallas-Fort Worth Locality Pay GS 14-3 for the period September 1, 2022 —August 31, 2023, to include 30% fringe. General Description: Pursuant to the FY 2022 grant award for the TAG Center by the Office of the Governor, the City of North Richland Hills as the grant fiduciary is charged with conducting transactions for the grant on behalf of the TAG Center. As such, TAG Grant #2848908 effective September 1, 2022, the annual rate of compensation for the services rendered by the TAG Center Administrator is $167,257.83, rendered in equal installments of $13,938.15, plus a $75 per month cell phone allowance. Recommendation: Authorize the City Manager to execute the seventh amendment to the Texas Anti-Gang (TAG) Center Administrator Agreement, as grant fiduciary for the TAG Center Grant #2848908, including $167,257.83 annual rate of compensation for the TAG Center Administrator. SEVENTH AMENDMENT TO TEXAS ANTI-GANG CENTER ADMINISTRATOR AGREEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § The parties to this Independent Contractor Agreement ("Agreement"), are the City of North Richland Hills, Texas, a home rule municipality located in Tarrant County, Texas ("City"), and Kevin Scott McRory ("TAG Center Administrator"). For convenience, the City and the TAG Center Administrator may be referred to collectively as "parties" and individually as a "party." WHEREAS, the parties hereto in 2019 entered into an agreement ("Original Agreement") for contracted services; and, WHEREAS, the FY22 Texas Anti-Gang Program (TAG) Grant #2848908 budget, effective September 1, 2022, includes compensation equivalent to the 2022 Dallas-Fort Worth Locality Pay GS Grade 14-3, September 1, 2022 — August 31, 2023, to include 30% fringe for the TAG Center Administrator; NOW THEREFORE, for and in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: Section I. Paragraph 1.3 of the Original Agreement are hereby amended to read as follows: 1.3 Compensation. As compensation for the services rendered by the TAG Center Administrator under this Agreement, effective September 1, 2022, the City shall pay the TAG Center Administrator $167,257.83 annually, equivalent to the 2022 Dallas-Fort Worth Locality Pay GS Grade 14-3 to include 30% fringe. The City shall pay the TAG Center Administrator monthly payments of $13,938.15, plus $75.00 per month cell phone allowance. Equal installments of$14,013.15 are to be received on the last Friday of every month, provided that as a condition precedent to payment, the TAG Center Administrator shall submit to the Chief of Police or designee at least 15 days preceding a payday an invoice for services rendered. The TAG Center Administrator will follow the TAG Travel/Training Reimbursement Policy with Fiduciary City of North Richland Hills for ordinary, necessary and reasonable travel expenses when directly connected with or pertaining to TAG- related business and gang-related training and conferences. Subject to availability of grant funds and to the extent they are included in TAG's approved fiscal year budget, NRH will reimburse the TAG Center Administrator for transportation reimbursed at the current IRS standard mileage rate per mile, lodging, subsistence, and related items incurred while traveling on official TAG-related business in support of the grant's objectives. The TAG Center Administrator is not entitled to receive and is prohibited from accepting any compensation or other benefit from either the City or from any other person or entity in exchange for the TAG Center Administrator's services rendered under this Agreement except as provided in this Agreement. Section 2: Except as herein amended, the Original Agreement shall continue in full force and effect. IN WITNESS WHEREOF, we have hereunto set our hands this 22nd day of August 2022, in duplicate originals. CITY OF NORTH RICHLAND HILLS, TEXAS: By: By: Mark Hindman, City Manager Texas Anti-Gang Center Administrator Date: Print Name K. Scott McRory APPROVED AS TO FORM: Date: By: Maleshia McGinnis, City Attorney Date: ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer Date: IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 12, 2022 SUBJECT: Authorize the City Manager to execute a professional services agreement for Emergency Medical Director services between the City of North Richland Hills and Questcare Medical Services, PLLC on behalf of their employee, Curtis Johnson, M.D., to provide medical direction to the North Richland Hills Fire Department and NRH2O water park. PRESENTER: Stan Tinney, Fire Chief SUMMARY: The retirement of Dr. Roy Yamada at the end of the current budget year has prompted the North Richland Hills Fire Department to seek new medical direction to continue providing the highest level of medical care to the citizens of North Richland Hills. Through a professional services agreement, Dr. Curtis Johnson has been selected to be the next medical director for the North Richland Hills Fire Department. GENERAL DESCRIPTION: The North Richland Hills Fire Department selected Dr. Curtis Johnson utilizing a professional services agreement to provide medical direction for the emergency medical services provided through the North Richland Hills Fire Department. Dr. Johnson will be responsible for the planning, implementation, operation and monitoring of the City's pre- hospital emergency and medical services, including responsibility for continuing education training for all involved city personnel. The fee for this service is $114,000, payable as $38,000.00 annually for three years with two optional one-year extensions. Dr. Johnson has acted as the backup physician for Dr. Yamada and has been active in the development of the sepsis, stroke, and STEM programs with the North Richland Hills Fire Department through his service at Medical City North Hills Hospital. His selection will provide a seamless transition and maintain the highest level of medical care to the citizens of North Richland Hills. RECOMMENDATION: Authorize the City Manager to execute a professional services agreement for Emergency Medical Director services between the City of North Richland Hills and Questcare Medical Services, PLLC on behalf of their employee, Curtis Johnson, M.D., to provide medical direction to the North Richland Hills Fire Department and NRH2O water park. PROFESSIONAL SERVICES AGREEMENT The parties to the AGREEMENT are the CITY OF NORTH RICHLAND HILLS, TEXAS (hereinafter called CITY) and QUESTCARE MEDICAL SERVICES, PLLC on behalf of their employee, Curtis Johnson, M.D. (hereinafter called DOCTOR). The City and Questcare Medical Services may be individually referred to herein as a "parry" and collectively as the "parties." WHEREAS, City and Doctor desire to enter into this Agreement, whereby Questcare will provide the City with a qualified physician licensed in the State of Texas to serve as Emergency Medical Director for City; WHEREAS, CITY and DOCTOR have determined that it is in their mutual best interests to enter into this Agreement; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Term. The Term of this Agreement shall be for a period of three(3)years beginning October 1, 2022 and ending September 30, 2025 ("Term"). The parties,by mutual consent, may extend the AGREEMENT for an additional two (2)years. Either parry may terminate this AGREEMENT by giving 30 days' notice in writing to the other parry. 2. Compensation. Compensation will be as follows: • FY 2023 $38,000.00 payable in four(4) equal installments on the first of each month o November 2022 o January 2023 o April 2023 o August 2023 • FY 2024 $38,000.00 payable in four(4) equal installments on the first of each month o November 2023 o January 2024 o April 2024 o August 2024 • FY 2025 $38,000.00 payable in four(4) equal installments on the first of each month o November 2024 o January 2025 o April 2025 o August 2025 The compensation for extended years shall be an amount agreed upon by both parties and payable in four(4)equal payments on the first day of November,January,April, Page 1 of 10 and August of each subsequent year agreed upon. If the parties mutually agree to extend the term of the Agreement, Questcare shall invoice the City and the City shall pay the invoice within sixty (60) days of receipt. 3. Non-Appropriation of Funds. Notwithstanding the foregoing, in the event no funds or insufficient funds are appropriated by CITY in any fiscal period for any payments due hereunder, CITY will notify DOCTOR within ten (10) business days of such ordinance becoming effective, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to CITY of any kind whatsoever. The fiscal period for the CITY is defined as October 1st to September 301h of the following year. 4. Services, The DOCTOR shall perform the services, and meet all requirements and expectations as set forth in "Addendum A," attached hereto to this Agreement and made a part hereof for all purposes. Further, DOCTOR shall have overall medical responsibility for the planning,implementation,operation and monitoring of the City's pre- hospital emergency and medical services. He shall also be responsible for the direction and management of pre-hospital Emergency Medical Services (EMS), including continuing education activities for all involved personnel and participation with governmental institutions &public safety agencies. 5. Independent Contractor. DOCTOR's services shall be performed under the guidance of the Fire Chief of the City and in accordance with CITY policies; however, the DOCTOR shall be an independent contractor and not an agent, officer, representative or employee of CITY. DOCTOR shall have exclusive control of and the exclusive right to control the details of the work performed hereunder and all persons performing the same and shall be solely responsible for its own acts and omissions, or intentional misconduct or malfeasance. DOCTOR, and any of its consultants who may perform services under this Agreement, shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 6. Insurance. A copy of DOCTOR'S evidence of insurance as required by Addendum A to this Agreement, certificates and licenses shall be provided to CITY prior to execution of this Agreement. DOCTOR agrees to keep this or identical coverage in full force and effect during the term of this AGREEMENT and to furnish written evidence of insurance on a current basis at all times. 7. Replacement (Interim) Service Provider. In the event that Dr. Curtis Johnson, M.D. is unable to carry out his responsibilities as Medical Director for the City of North Richland Hills, the Parties will agree on an appropriate replacement for Dr. Johnson who shall be a licensed medical care provider and maintain the same or higher levels of insurance. As of the effective date of this Agreement, the Parties agree that the City will accept Dr. Christopher Houston,MD., as the interim Medical Director if the need arises to replace Dr. Johnson. In the event Dr. Christopher Houston,MD. serves as interim Medical Director, the Parties agree that compensation will remain unchanged during the term of this Agreement, and that Dr. Houston shall maintain the existing EMS protocols for fire department operations for a minimum of 180 days. Page 2 of 10 8. Notices. All notices permitted or required under this Agreement shall be made by personal delivery or via U.S. certified mail, postage prepaid to the other parry at the address set forth below: North Richland Hills Fire Department 4301 City Point Dr North Richland Hills, TX 76180 ATTN: Fire Chief With copy to the City Attorney at the same address (which such copy shall not constitute notice) Questcare Medical Services, PLLC 20 Burton Hills Boulevard Nashville, TN 37215 Attn: Legal Department 9. Indemnification. To the extent allowed by(State)law and not inconsistent with the doctrine of sovereign immunity, DOCTOR accepts responsibility for and agrees to indemnify,hold harmless,and defend the CITY from and against any claim arising out of services which are Services as set forth in Addendum A. It is the intent of the Parties that this indemnification shall only apply to claims that are not subject to sovereign immunity for personal iniury or property damage arising solely out of the Services performed by the Director and shall not apply where such claims may arise from actions outside of the scope of DOCTOR's duties as set forth in Addendum A or are otherwise allowed by State law. 10. Assignment. Neither parry hereto shall assign, or otherwise transfer nay of its interest in this Agreement without the prior written consent of the parry. Any attempted assignment or transfer of all or any part hereof shall be null and void and shall be immediate grounds for termination of this Agreement. 11. Governing LawNenue. This Agreement shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. 12. Force Maieure.Neither party shall be liable for failure to perform its obligations under this Agreement if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; epidemics, pandemics, fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the parry. Page 3 of 10 13. Confidential Information. DOCTOR agrees to abide by all applicable rules governing access to patient information as promulgated by the Health Insurance Portability and Accountability (HIPAA), and further, DOCTOR understands and acknowledges that DOCTOR may be provided access to information held by CITY that may be confidential by law, rule, statute, ordinance or legal order. DOCTOR shall not disclose any information deemed confidential to any party who is not privy to or who does not have a special right of access to said information. DOCTOR agrees to use confidential information for purposes of providing the services contemplated herein. Disclosure of, or unauthorized use of, any confidential information by DOCTOR is a material breach of this Agreement. If DOCTOR violates this provision in addition to any other remedies at law or in equity that CITY may have,the CITY may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. 14.Ri2ht to Review.During the term of this Agreement,and at any time within three (3) years following the expiration of this Contract, including any renewal terms, City shall have the right to review records related to DOCTOR'S performance, and monitor DOCTOR'S use of and access to all information related to services performed under this Agreement, by review, audit, or otherwise. DOCTOR shall provide CITY any records in DOCTOR'S possession that he/she may be holding on behalf of CITY immediately upon request of CITY. [Signature Page Follows] Page 4 of 10 ACCEPTED AND AGREED Questcare Medical Services, PLLC Matt Bush, M.D. Date Attorney-in-Fact City of North Richland Hills Mark Hindman, City Manager Date Approved as to Form and Legality: Maleshia B. McGinnis, City Attorney Date Attest: Alicia Richardson, City Secretary/ Date Chief Governance Officer Page 5 of 10 CITY OF NORTH RICHLAND HILLS FIRE DEPARTMENT SPECIFICATIONS FOR MEDICAL DIRECTOR Addendum A Agreement between The City of North Richland Hills and Curtis Johnson, M.D. L Medical Director Description: A. The North Richland Hills Medical Director must be a Texas licensed physician, who has the overall medical responsibility for the planning, implementation, operation, and monitoring of the City of North Richland Hills pre-hospital Emergency Medical Services (EMS) operations. The Medical Director will be responsible for the direction and management of pre-hospital EMS, including continuing education activities for all involved personnel. B. Emergency Medical Technicians employed at NRH2O will work under the direction of the City of North Richland Hills Medical Director. The Medical Director is responsible for authorizing, and approving of all medical protocols utilized by NRH2O Emergency Medical Technicians. The Medical Director shall include assisted Epi-Auto-injector administration, AED, fixed flow oxygen administration, and Albuterol updrafts in the NRH2O protocol. The Medical Director will not be responsible for providing EMS guidance to the Life Guard staff at NRH2O. The Life Guard staff will be trained to release patient care to a higher level of medical training (EMT, EMT-I, EMT-P or Licensed Paramedic), if a higher level of care is readily available. C. All Medical personnel covered under the Medical Director, shall maintain a current State of Texas EMT, Advanced-EMT, Paramedic or Licensed Paramedic certification. D. EMS charts generated by the NRH2O staff will be readily available at the request of the Medical Director or EMS Division Chief. IL Requirements: The North Richland Hills Medical Director shall: • Be licensed in the State of Texas as a M.D. or D.O. Board certified or board eligible in emergency medicine is desirable. • Reside within the North Texas area that encompasses all counties within the North Central Texas Council of Governments Region,preferably within the Dallas Fort Worth(DFW) area. Page 6 of 10 • Maintain good standing with the Texas Medical Board: credentialed by the American Board of Emergency Medicine (ABEM), with an EMS subspecialty preferred and in compliance with Texas Medical Board rules, 22 Texas Administrative Code, Chapter 197 and the Texas Occupational Code. • Register as an EMS Medical Director with the Texas Department of State Health Services. • Be capable of devoting 10—20 hours per month to effectively oversee NRHFD EMS system. This can be a combination of station visits, CE instruction, meetings and chart reviews. • Provide a minimum of quarterly continuing education to department personnel. • Be familiar with the design and operation of EMS systems. • Be experienced in prehospital emergency care and emergency management of ill and injured patients and have a history of being actively involved in or have a familiarity with: o The training and/or continuing education of EMS personnel; o The medical audit process; review, and critique of the performance of EMS personnel; o The administrative and legislative environment affecting regional and/or state prehospital EMS organizations; o Dispatch and communications operations of pre-hospital emergency units; o Knowledgeable about laws and regulations affecting local, regional, and state EMS operations. o Maintain DEA license capable of dispensing schedule 11 narcotics and provide Power of Attorney authority to select individuals for narcotic purchasing and department supply. • Maintain and provide proof of medical malpractice insurance coverage throughout term of contract. • Report to the Fire Chief or his designee, i.e. EMS Division Chief • Be responsive to City leadership and elected officials • Maintain relationships with area hospitals, administrators, staff, state and local regulatory agencies. • Maintain awareness and knowledge of NCTTRAC committees and group events • Be available for online medical direction (e.g., field termination and/or treatment consultation) • During instances of absence, vacation, etc., the Medical Director shall provide a name and contact information of a backup Medical Director. III. Scope of Service: A. Medical leadership: Effective medical leadership requires extensive direct personal contact with North Richland Hills operations personnel, physicians, nurses and other staff. Effective medical leadership also requires regular participation in 50 percent or Page 7 of 10 greater of quality improvement meetings per year involving policy development, case review, dispute resolution, research and routine administrative duties. B. Regulatory duties primarily: Any and all Emergency Medical Technicians, Paramedics, Emergency Medical Dispatchers and other Certified First Responders employed by the City of North Richland Hills. C. No delegation of duties: Leadership responsibilities and oversight tasks requiring physician expertise may not be delegated. IV: Development/Monitorin2 of Standards: The Medical Director shall develop and review standards and protocols, in compliance with current Texas Department of State Health Services guidelines, governing every aspect of the pre-hospital operations affecting patient care, and shall develop, implement, and document a process for monitoring compliance with those standards. Such standards shall govern delivery of first responder services by any certified Emergency Medical Technician, Paramedic, Emergency Medical Dispatcher or any Certified First Responder employed by the City of North Richland Hills. Such standards shall include without limitations: Medical protocols including, advanced airway management protocols for Rapid Sequence Intubation (RSI) or similar protocol (s) for adults and pediatrics. The protocol shall include the use of Vecuronium and Versed or equivalent medications. The use of RSI shall be via standing order and not subject to approval by on-line medical control. The protocols shall also include at a minimum, 12-lead ECG, oratracheal intubation, nasotracheal intubation, nasogastric tube insertion, I —Gel supraglottic airway, Sepsis treatment to include blood culture procedures, antibiotic administration and transcutaneous cardiac pacing via standing orders. The Medical Director will provide a typed and signed copy of all medical protocols, approved equipment list and any ongoing changes to the EMS Division Chief. The Medical Director shall have the right to inspect the on-board medical equipment on EMS vehicles subject to his/her responsibility. Where appropriate, such inspections shall include functional testing of on-board equipment to ensure that such equipment is in good working order. Where a deficiency is found which could jeopardize patient care, the operator of the vehicle shall remove the vehicle from service until the deficiency has been corrected and confirmed by re- inspection. The Medical Director shall conduct medical audits of EMS performance concerning specific cases as follows: Page 8 of 10 A. Whenever a physician involved with an incident, or a patient's personal physician, requests an audit. B. Whenever a paramedic or EMT requests an audit of a case in which the paramedic was involved. C. Whenever an audit is requested by the City Manager, Fire Chief, EMS Division Chief, or an elected official of the City of North Richland Hills. D. Whenever the Medical Director determines that an audit should be conducted. The Medical Director may determine the method and extent of investigation employed during any given audit. The investigation may range from a simple review of written documentation to a full review of tape-recorded information, e.g., telephone request for service, dispatch communications), interviews with involved personnel and a formal review attended by persons involved with the case. Upon request of the Fire Chief, the Medical Director shall conduct a more extensive investigation. In general, the tone and purpose of such medical audits shall be positive and educational. To the extent allowed by law,those persons,whose work is the subject of an audit process, may receive invitation to attend any such review. Further,those persons must be included in such reviews when the Medical Director has determined that such attendance is required. When audit findings indicate that exemplary care had been provided, recognition shall be given. Should audit findings indicate a performance discrepancy, the Medical Director shall direct that appropriate steps be taken to prevent repetition. V: Terms: In consideration of services rendered, such services shall receive compensation on a contractual basis, with payment disbursed in quarterly amounts as specified in the signed Contract or Agreement, subject to contractual limitations. The Medical Director is responsible for providing proof of insurance as follows: 1. Medical Professional Liability Insurance a. $ 200,000 per claim b. $ 600,000 aggregate 2. Medical Director Professional Liability Insurance a. $ 500,000 per claim b. $1,500,000 aggregate The Medical Director is responsible for all licenses&certificates necessary to carry out the specifications outlined in this addendum, which shall become part of the signed Agreement. The City shall provide no additional compensation or reimbursement for such expenses. The term shall be for two (2) years, with an option to renew for an additional two-year term agreeable with both parties, and Page 9 of 10 shall be implemented by a written "Notice of Intent to Continue" by the Medical Director, and accepted in writing by the Office of the Fire Chief. VL Indemnity or Hold Harmless Statement Medical Director agrees to defend, indemnify and hold the City harmless for any loss sustained by the City as a result of a claim or suit by a third party claimant to the extent that such a loss is the result of negligence, bad faith, or other fault of the Medical Director. The Medical Director further agrees to perform the services with that standard of professional care, skill and diligence normally provided in the performance of like or similar services. Page 10 of 10 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Authorize payment to Joe Goddard Enterprises, LLC for outdoor warning siren maintenance, repair, and replacement for an amount not to exceed $114,512 in total for the remaining contract period through December 7, 2024. PRESENTER: Stan Tinney, Fire Chief SUMMARY: The City of North Richland Hills Fire Department (NRHFD) entered into an Interlocal Agreement (ILA) with the City of Denton, which allows for use of the Joe Goddard Enterprises, LLC Contract for siren maintenance, repair, and replacement. The contract term runs for three (3) years through December 7, 2024, with two (2) one-year renewal options thereafter. NRHFD is requesting to authorize payment to Joe Goddard Enterprises, LLC for outdoor warning siren maintenance, repair, and replacement for an amount not to exceed $114,512 in total for the remaining contract period through December 2024. GENERAL DESCRIPTION: Following City Council's approval of the City of Denton ILA on October 25, 2021, NRHFD has utilized the Joe Goddard LLC, siren contract for the purchase of siren maintenance, repair, and replacement. Because the year-to-date expenditures with Joe Goddard, LLC will reach levels that exceed $50,000, NRHFD is required to seek City Council's approval of further purchases with this vendor. If authorized, this will allow NRHFD to purchase a new siren located at Cross Timbers Park near 7680 Douglas Lane in the amount of$41,494.22 with remaining FY22 budgeted funds in the Emergency Management Equipment Repair and Maintenance account. The requested amount of $114,512 includes the revised budgeted amount for FY22 ($36,509) multiplied by the remaining 2 years, plus the cost of an additional brand-new siren of $41,494.22. Provided funds are appropriated in the city's annual budget for the renewal years and the terms and conditions of the contract do not change, the remaining renewals will not require additional City Council approval. RECOMMENDATION: Authorize payment to Joe Goddard Enterprises, LLC for outdoor warning siren maintenance, repair, and replacement for an amount not to exceed $114,512 in total for the remaining contract period through December 7, 2024. 21-1692 ORDINANCE NO. . _ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH JOE GODDARD ENTERPRISES, LLC, FOR THE PREVENTATIVE MAINTENANCE AND REPAIR OF OUTDOOR EARLY WARNING SIRENS FOR THE FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7728 — AWARDED TO JOE GODDARD ENTERPRISES,LLC,FOR THREE(3)YEARS,WITH THE OPTION FOR TWO(2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO- EXCEED AMOUNT OF $639,314.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS,the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials,equipment,supplies,or services approved and accepted herein;NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted. and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7728 Joe Goddard Enterprises, LLC $639,314.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals,the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials,equipment, supplies,or services in accordance with the terms, specifications,standards,quantities,and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance,approval,and awarding of the proposals,the City Manager,or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto;provided that the written contract is in accordance with the terms,conditions,specifications,standards,quantities,and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids,the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by eo 3 and seconded by <-, --g-A '�6-e-cVL This ordinance was passed and approved by the following vote - Aye Nay Abstain Absent Mayor Gerard Hudspeth: s' Vicki Byrd,District 1: Brian Beck,District 2: �d Jesse Davis, District 3: Alison Maguire,District 4: Deb Armintor,At Large Place 5: Paul Meltzer,At Large Place 6: d PASSED AND APPROVED this the l• day of u -' , 2021. GERARD DO, ETH, MAYOR ATTEST: 0 F 'Z6 Nk ROSA RIOS, CITY SECRETARY '% "' .. ... N, BY: ON tell APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digital ly signed by Marcella Lunn UN:&—com,dc—cilyollontn, dc=codad,0—Department Users and Groups,ou=General Government, ou=Legal,c—MarWla Lunn, email=Marcelia.Lunn@dtyafdenton.mm BY: Date:2021.0.04 11,53,54-OrGO' DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 CITY F DENTON Docusign City Council Transmittal Coversheet RFP 7728 File Name outdoor warning sirens Maintenance and Repair Purchasing Contact Ginny Brummett City Council Target Date AUGUST 17, 2021 Piggy Back Option Yes Contract Expiration AUGUST 17, 2026 Ordinance 21-1692 DS D DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 CONTRACT BY AND BETWEEN CITY OF DENTON, JOE GODDARD ENTERPRISES, LLC (CONTRACT 7728) THIS CONTRACT is made and entered into this date 08/17/2021 by and between JOE GODDARD ENTERPRISES, LLC a Oklahoma limited liability company, whose address is 11950 THOUSAND OAKS DRIVE, EDMOND, OKLAHOMA 73034 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City's document RFP 7728-Outdoor Warning Sirens Maintenance and Repair, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 7728 (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor's Proposal (Exhibit "F"); (g) Form CIQ— Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering 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. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor,pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran,Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CO RA 4-R CITY OF DENTON, TEXAS BY: JALJA / ` " DacuSignedby: 9TT5H0RWED SIGNATURE BY: HZ 6236DB296270423._. L Printed Name: Linda Goddard Title: Owner ATTEST: 4058309057 ROSA RIOS, CITY SECRETARY PHONE NUMBER DacuSigned by: Office@goddardenterprises.net BY: R~ Rk*4 EMAIL ADDRESS 1 C5CMC5E175493... APPROVED AS TO LEGAL FORM: 2021-770225 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER DocuSigned by: BY: MAMBA IWAJ& THIS AGREEMENT HAS BEEN 4BO74631B4AA438 BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: x ICnn th Hedges LAcTFU PRINTED NAME Fire chief TITLE Fire DEPARTMENT l�Vll Ll WVL IT / /LdV DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $639,314. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Delivery Lead Time Protective gear will need to be returned upon completion of service to the same station within 48 hours of pick up for annual cleaning and inspection services.For repairs or additional cleaning that may come up in the course of business, the City requires pick up, repair/cleaning, inspection, and return within 10 business days. 4. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two(2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton,the Contract may be further extended as needed, not to exceed a total of six(6)months. 5. Price Escalation and De-escalation On Supplier's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed+/- 8%for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of+/-1%, then the stated Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation,this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and(d)the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's,premises,the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration(OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable,the Department's Name,and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges,if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder,interest shall not accrue until ten(10)calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number,with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors,the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or(5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1%or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms"books", "records", "documents" and"other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY—TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State,Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation,the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY— SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables,the City prefers to accept it,the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor(a)fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or(d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including,without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3)years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination,the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or(2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person(including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables,negligence,willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable,in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process,for the duration of the Contract,including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The"other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii.If insurance policies are not written for amounts agreed to with the City,the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense,to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 conditions,limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten(10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES:Unless otherwise specified, all notices,requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail,Return Receipt Requested.Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means.Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing.Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals)arising out of or resulting from: (i)any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables,the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City(and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration,trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver(or cause to be executed, acknowledged, and delivered)instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business.For breach or violation of this warranty,the City shall have the right,in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may,by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER:No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process,the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Da observed If a Legal Holiday falls on Saturday,it will be observed on the preceding Friday.If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph— i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2)For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph(1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. 'Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act(41 U.S.C. 10a - 10d)provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at htti)://www.dol.aov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State,Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE,AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned,leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four(4)years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence(if applicable). In any event,the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFPBid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [x] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for$1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 ATTACHMENT 1 [] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement(TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing a�,cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 —Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 9 7728 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit F Line Description UOM QTY 1 Emergency Response EA Annual Preventative Maintenance for the entire City of Denton's outdoor warning siren system.(includes 22 sirens,3 Activation Control Points with Encoders and 2 Radios)(Includes both cabinet and siren head maintenance.) EA 1 $16,750.00 Annual Preventative Maintenance Cost per each additional Outdoor Warning Siren site 3 if added by the City of Denton.(Includes both cabinet and siren head maintenance.) EA 1 $600.00 4 IScheduled Repairs EA Minimum site visit charge(This cost is per day.Example:If work exceeds one working day,the minimum site visit is charged for each day our crews are onsite.This only 5 applies to scheduled repairs,not annual maintenance.) EA 1 $120.00 Technician labor with a regular bucket truck* *The expectation of the City of Denton is that all crews while working on a siren 6 operate out of a bucket truck and not a ladder for safety reasons. HR 1 $95.00 Technician labor with a large bucket truck** **Large Bucket Truck MUST be capable of safely servicing the siren head on top of any pole in the City of Denton or it will be considered a regular bucket truck.It must also be rated and capable of removing any siren head in the City of Denton from the 7 top of a pole to ground level. HR 1 $145.00 8 Any parts required will be charged at cost plus % PERCENTAGE 1 20% 9 System Training EA 10 Hourly Rate HR 1 No Charge 11 Remote System Monitoring for troubleshooting per month MONTH 1 No Charge 12 Miscellaneous EA 13 Total Cost of a Communication Battery for individual replacement EA 1 $55.00 14 Total Cost to replace all the Siren Batteries in One(1)Siren EA 1 $500.00 Battery price if only 1 battery is showing low voltage in a siren.(Batteries provided by Goddard have a 1 year warranty.Any battery reporting low voltage within the first 15 1year will be warrantied at no cost to the city.(Labor and service rates still apply)) EA 1 $125.00 16 AC Delco M24MF Battery EA 1 $125.00 17 Alternative battery being considered(AGM MK8A24DT) EA 1 $217.25 18 Estimated yearly expenditure for parts percentage discount off Mfg.list price EA 10% Total estimated turn-key cost to convert 1 siren from AC to Solar with DC back-Up. 19 ICost Breakdown: EA 1 $2,250.00 Solar Panel((Note:Two Solar panels are required for 48VDC siren)190 Watt 24VDC 20 Solar Panel-Custom Panel for Goddard Solar Kit)) EA 1 $365.00 Misc Parts(Misc Parts for Solar:12/24/48VDC Regulator and Custom side of pole 21 mounting kit) EA 1 $630.00 Hourly charge based on the#of hours on site(Note: Hourly rate is not charged when using the turnkey solar line item.Otherwise our standard 95/Hour rate will be 22 charged.) EA 1 $95.00 Any additional miscellaneous items not listed above including but not limited to: Software,Hardware,Equipment,Labor,Encryption of Siren Communications. 23 Cost plus plus percentage mark-up jPercentage 11 0 Total $22,112.25 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B.23,84th Leg.,Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who 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 government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be flied. See Section 176.006(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. Name of vendor who has a business relationship with local governmental entity. Joe Goddard Enterprises LLC Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 711,business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer This section,(item 3 including subparts A,B,C&D),must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.0010-a),Local Government Code. Attach additional pages to this Form CIQ as necessary. A. is the local government officer named in this section receiving or likely to receive taxable income,other than investment income,from the vendor? 0 Yes E:] 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 named in this section AND the taxable income is not received from the local governmental entity? =1 Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership of one percent or more? = Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. 41 [:El have no Conflict of Interest to disclose. 5] '7 Signatureof vendor doing"business with the governmental entity Date ................... DocuSign Certificate Of Completion Envelope Id: FAOCE737C8C042668DD7F42468A411 E3 Status: Completed Subject: 7728 Outdoor Warning Sirens Maintenance and Repair Source Envelope: Document Pages:34 Signatures: 5 Envelope Originator: Certificate Pages:6 Initials: 1 Ginny Brummett AutoNav: Enabled 901 B Texas Street Envelopeld Stamping: Enabled Denton,TX 76209 Time Zone: (UTC-06:00)Central Time(US&Canada) Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original Holder: Ginny Brummett Location: DocuSign 7/23/2021 9:39:07 AM Ginny.Brummett@cityofdenton.com Signer Events Signature Timestamp Ginny Brummett Completed Sent:7/23/2021 10:17:10 AM ginny.brummett@cityofdenton.com Viewed: 7/23/2021 10:17:21 AM Buyer Signed:7/23/2021 10:17:48 AM City of Denton Using I Address: 198.49.140.104 Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell E"s Sent:7/23/2021 10:17:50 AM Iori.hewell@cityofdenton.com Viewed: 7/23/2021 2:11:57 PM Purchasing Manager Signed:7/23/2021 2:14:08 PM City of Denton Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IPAddress: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn [11—Signedey: Sent:7/23/2021 2:14:11 PM marcella.lunn@cityofdenton.com 'LaVYt" WaAA, Viewed: 7/23/2021 4:51:51 PM Catherine Clifton, Interim City Attorney 4Bo7083IB4AA438 Signed:7/23/2021 4:54:49 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Using IPAddress:68.185.202.16 Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Goddard [11—Signedly Sent:7/23/20214:54:51 PM office@goddardenterprises.net vJA G6ljArl Viewed: 7/26/2021 2:06:44 PM Owner e7B5c3F98AB04C7 Signed:7/26/2021 2:21:02 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IPAddress: 174.249.42.15 Signed using mobile Electronic Record and Signature Disclosure: Accepted:7/26/2021 2:06:44 PM ID:32095bb5-27a5-472e-a3ae-725552f7766b Signer Events Signature Timestamp Kenneth Hedges DocuSigned by:� Sent:7/26/2021 2:21:04 PM Kenneth.Hedges@cityofdenton.com -- — Resent:8/3/2021 1:10:35 PM Fire Chief aca 6Fc4se304c3 Viewed: 8/3/2021 1:27:35 PM Security Level: Email,Account Authentication Signed:8/3/2021 1:28:03 PM (None) Signature Adoption: Drawn on Device Using IPAddress: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted:8/3/2021 1:27:35 PM ID:c44673bb-1d79-4446-b2c2-b79db309301d Cheyenne Defee Completed Sent:8/3/2021 1:28:06 PM cheyenne.defee@cityofdenton.com Viewed: 8/18/2021 8:42:46 AM Contract Administrator Signed:8/18/2021 8:43:09 AM City of Denton Using I Address: 198.49.140.104 Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley by: Sent:8/18/2021 8:43:12 AM sara.hensley@cityofdenton.com [110CUSigned ""H�r'a Viewed: 8/18/2021 8:49:31 AM Interim City Manager 5236OB296270423 Signed:8/18/2021 8:49:41 AM City of Denton Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IPAddress: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios by: Sent:8/18/2021 8:49:44AM rosa.rios@cityofdenton.com E110-Signed ~1404 Viewed: 8/18/2021 8:59:55 AM Cit Secretar 1c5CAac5E175493 Signed:8/18/2021 9:00:34 AM Y Y 9 Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IPAddress: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted:8/18/2021 8:59:55 AM ID:40323269-7edf-4cea-b768-b73c317c44d6 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee OPIED Sent:7/23/2021 10:17:51 AM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones Sent:8/3/2021 1:28:06 PM gretna.jones@cityofdenton.com COPIED Viewed: 8/4/2021 10:07:34 AM Legal Secretary City of Denton Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office Sent:8/18/2021 9:00:37 AM citysecretary@cityofdenton.com L COPIED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lindsey Garrison Sent:8/18/2021 9:00:38 AM Lindsey.Garrison@cityofdenton.com L COPIED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Logan Shelts Sent:8/18/2021 9:00:39 AM logan@goddardenterprises.net L COPIED Viewed: 8/18/2021 9:14:59 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Andy Goddard Sent:8/18/2021 9:00:40 AM andy@goddardenterprises.net L COPIED Viewed: 8/18/2021 9:02:14 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/23/2021 10:17:10 AM Certified Delivered Security Checked 8/18/2021 8:59:55 AM Signing Complete Security Checked 8/18/2021 9:00:34 AM Completed Security Checked 8/18/2021 9:00:40 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:7/21/2017 3:59:03 PM Parties agreed to: Linda Goddard, Kenneth Hedges, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From 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By checking the 'I Agree'box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DENTON 7728 Joe Goddard Enterprises LLC Supplier Response Event Information Number: 7728 Title: Outdoor Warning Sirens Maintenance and Repair Type: Request for Proposal Issue ate: 6/18/2021 Deadline- 71612021 11:00,4 ( T) Notes: The Cityhighly recommends that respondents do not waitit minutesime to submit proposal. The submittal process may take significant t Submissionsaccepted via 1UNWAVE oiir (hard copy GN11 "y (ino irnaill , Questionsitted by1he deadlinevia I too emails/no phone calls The City of Denton (the City) is requesting submissions to contract with an individual or business with considerable experience in providing goods or services of this solicitation. The responses and the cost solutions shall be submitted to the City of Denton in a sealed submission. The awarded individual or business shall possess a proven trek record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. Page 1 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 A firm may submit a solicitation response for one or more of the categories of product or services requested in this solicitation. It is the intent of the entity to consider intorloc l cooperative agreements and state/federal contracts in determining the best value for the entity. Contact Information Contact: tinny Brummett Address: Buyer 901-B Texas Street Denton, TX 76209 Phone- (940) 349-71 QQ Email: ginny.brummett@cityofdenton.com Page 2 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Joe Goddard Enterprises ILILC Information Contact- Linda Goddard Address- 11950 Thousand Oaks Dr Edmond, OK 73034 Phone- (405) 260-1994 Email- office@goddardenterprises.net The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Linda Goddard office@goddardenterprises.net Signature Email Submitted at 612812021 10:07:18 AM Supplier Note Thank you for the opportunity! Requested Attachments Conflict of Interest Questionnaire Conflict of Interest-Denton TX 6-23-21.pdf The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. Please attach a signed copy of the conflict of interest questionnaire. Safety Record Safety_Record_Filled.pdf The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the written definition and criteria as shown in the Safety Record Questionnaire for accurately determining the safety record of a respondent prior to awarding City contracts. Invoice Example Blank Invoice.pdf Please attach an example of your invoice based on the City requirements in Attribute 5 Response Attachments Training Academy Completion Certificate-Andy Goddard ( )® Andy Training Certificate Training Academy Completion Certificate-Dustin Reyna ( )® Dustin Training Certificate Training Academy Completion Certificate-Logan Shelts (1).pdf Logan Training Certificate Page 3 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Training Academy Completion Certificate-Ryan Dean ( )® Ryan Training Certificate Whelen Letter.pdf Authorized distributor letter from Whelen Reference s® Goddard Enterprises Reference letters Logan—Sheits---Service—Manager—&_System_Design.pdf Logan Shelts ® Experience and resume Andy Resume.pdf Andy Goddard ® Experience and resume Ryan Resume.pdf Ryan Dean ® Experience and resume Form 1295 Certificate of Interested Parties Denton TX 6-23-21.pdf 1295 Form filled out Liability.PDF CERTIFICATE OF LIABILITY INSURANCE Auto Insuance.pdf CERTIFICATE OF AUTO INSURANCE Bid Attributes 1 SE TION 1 General Information 2 Contract Term It is the intention of the City of Denton to award a contract for three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3 Pricing Unit Pricing shall include all fees and costs to provide the goods and services to the City. Unit pricing for goods shall include delivery costs, F.O.B. Destination Firm Price Pricing and discounts submitted are firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in "PRICE ADJUSTMENTS". Price Decreases/Discount Increases Respondents are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. Page 4 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 4 Price Adjustments Prices quoted for the commodities or services described in the solicitation must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/® 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturers price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of+/®1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar day after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: LjujLcbsg.,3�� � (,k J einloin,coirn noting the solicitation number. ...W.Qglyaw.......................... The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5 Invoices A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices all be itemized and transportation charges, if any, all be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. A sample invoice must be submitted with this solicitation W Acknowledge (Acknowledge) 6 Cooperative Purchasing Agreement As permitted under Interlocal Cooperation Act C Texas Government Code, Chapter 791, other governmental entities may wish to also participate under the same terms and conditions contained in this contract. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s). IYes Page 5 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Page 6o{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 8 Evaluation Procedures Selection of a firm(s) to provide the aforementioned materials and services shall be in accordance with the City of Denton Purchasing Policies and procedures. The City of Denton shall open all submissions and evaluate each respondent in accordance to the below criteria: to I® The City of Denton will evaluate the submission in accordance with the selection criteria and will rank the firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the response. The selection criterion is listed below: Delivery/Project Schedule (FACTOR-20 %) Ability to timely start and complete project. This includes the schedule to complete project and may include ability to meet required milestones of completion. For supplies, the estimated delivery after receipt of order. Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs (FACTOR- 30%) Compliance with the stated specification(s) coupled with the quality and reliability of the goods and services such as fitness for use that meets or exceeds Owner's expectations and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. Indicators of Probable Performance under contract (FACTOR. 20%) Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. Price, Total Cost of Ownership (FACTOR- 30%) The price of items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. The total possible score of the submissions shall be scored and weighted as indicated above. Based on the outcome of the computations performed, each submission will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each submission for completion of the final scoring process. to 2- After the final ranking of the submissions and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms® The best and final pricing cannot be higher than the original proposal submitted. The City of Denton may elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. to 3® Upon selection of the submission or Best and Final Offer that represents the "best value", a written recommendation will be presented to the appropriate approving authority for the City of Denton (the City Manager, Public Utility Board, City Council) requesting authorization to proceed with contract execution for the proposed services. In accordance with Texas State Law, trade secrets and confidential information in competitive sealed proposals are not open for public inspection. All submissions shall be opened in a manner that avoids disclosure of the contents to competing respondents and keeps the responses secret during negotiations. A public opening will not be conducted with this process. After the contract has been awarded all submissions will be open for public inspection, and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials I Management Staff and the using Division will be scheduled within a reasonable time. 9 Protests Any interested party who is aggrieved in connection with a solicitation or award of a contract may protest per the City of Denton policy located here on page 52 - "hi a,//%,(MWd ........................................C...lily ....Ulf .................... of- -Pirocuireirneint �P Z o Jfy. in a Deirlt�oirh/Blis��irless/So��iici�t�at�i oirls%20airld%20 .2.nt ct in Dentoin Page 7 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Page Xo{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 Page 9o{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 Prohibition tracts with CompaniesBoycotting Israel Pursuant to Section 2270.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts and provide documentation that make it exempt from the boycott certification in its Response. Exemption criteria includes the following: 1. Company is a sole proprietorship; 2. Company employs less than 10 full-time employees; 3. Value of the contract is less than $100,000 "Boycott Israel" is defined to mean 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. "Company" is defined to mean a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. Foes not Boycott Israel Section 3 Minimum li is i s Three(3) years experience providing similarproducts or services 1 Yes Reference over a nt/Com pa ny Name Person who you have done business with in the past. Flower Mound, Texas Reference e Enter phone number. (770) 3-6 45 Reference tact Person & Title Brandon Barth - Emergency Management Reference ail Address brandon.barth@flower-mound.com Reference Scope of Work Maintenance of the Outdoor Warning Sirens Reference tract Period 7 Cooperative agreement - 5 Years Reference over a nt/Com pa ny Name Person who you have done business with in the past. Terrell, Texas Page 10 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Reference e Enter phone number. ( 69) 79- 1 8 Reference tact Person & Title Dustin Connor- Emergency Management Reference ail Address 1 dconnercityofterrell.org Reference Scope of Work Maintenance of outdoor sirens, installation and upgrades of outdoor sirens Reference tract Period Year by Year Reference 3 ® Govern me nt/Com pa ny Name Person who you have done business with in the past. Arlington, Texas Reference 3 ® Phone Enter phone number. (817) 59-691 Reference 3 ® Contact Person & Title Irish Hancock - Emergency Management Reference 3 ® Email Address irish.hancockarlingtontx.gov Reference 3 ® Scope of Work Maintenance and installation of outdoor warning sirens Reference 3 ® Contract Period 5 year Registered `t the State of Texas The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. To learn how to obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: Ili :// - .sos,sIaIe fl .�.�. �.�..�lr�fli7�ll; Phone 512-463-5578; or email LQL[ state] us. Authorized a uactue 1 Authorized manufacturer or distributor authorized by the manufacturer for products identified in the Technical Specifications to sell to the City of Denton, Texas. Attach documentation such as a letter from the manufacturer or a line card. Page 11 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Page l2o{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, respondent contact regarding this solicitation with members of the evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the respondent shall have any contact or discussion, verbal or written, with any members of the City Council, members of the evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any respondent violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the respondent being disqualified from the procurement process. Any oral communications are considered unofficial and non-binding with regard to this solicitation. ® DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any submissions that do not clearly outline all qualifications may be disqualified. ® INTELLECTUALLY PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense: (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing. ® RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 3® PATENT RIGHTS The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied. 14.AWARD The City reserves the right to award a contract or contracts to various respondents by line item, section(s), or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the respondent. The City reserves the right to award a contract to a primary vendor, and one or multiple secondary vendors; whichever is most advantageous, or provides the "best value" to the City, unless denied by the respondent. The City reserves the right to consider interlocal cooperative agreements and state/federal contracts Page 13 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 in determining the best value for the City. 15. CONTRACTS The successful awarded vendor(s) will be required to sign an original contract. A sample contract is attached. 16ANSURANCE The City requires standard insurance for services performed on site. The successful awarded vendor will be required to provide a certificate of insurance as outlined in the contract. 17. CHANGES DURING CONTRACT TERM The awarded contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the products must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@,g�it ypfden�ton.com, with the solicitation number in the subject line, for review. Prod ucts/Services found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the contractor's expense. ®ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, additional services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate solicitation for the services/products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 ® SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may exist at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. 20. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards ® Contractors shall fully understand that the City relies on the product or service of the solicitation to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. ®ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, Page 14 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 addressing any anticipated problems and offer proposed solutions to those problems. ®ADDITIONAL GENERAL REQUIREMENTS A. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. B. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. C.Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. 3® PAYMENT AND PERFORMANCE REQUIREMENTS a. PAYMENT AND INVOICES- Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Submissions which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. b. PAYMENT TO PERFORMANCE MILESTONES Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. c. TAX EXEMPTION The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. 24. SUBMISSION ERRORS Prices offered shall be used for submission analysis and for agreement pricing. In case of errors in the pricing extension or totals, the unit pricing offered by the respondent will govern. 25. RIGHT TO PROTEST Any interested party who is aggrieved in connection with a solicitation or award of a contract above the formal threshold may protest to the Procurement Director. Protests based upon alleged improprieties in a solicitation that are apparent before the solicitation due date shall be filed not less than five (5) working days before the solicitation due date. In all other cases, protests shall be filed within five (5) days of notice of intent to award or in the absence of a notice of intent to award, prior to the award date. Filing of a protest must be in accordance with Article 12 of the Procurement Policy Manual found on the City of Denton webpage, Materials Management department page, Page 15 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 under the Standard Terms, Conditions, and Policies section. 5 General Provisions -Additional for Goods & Services 4 .......®..............P...............R...............E..............F..............E...............R...............E..............N................C...............E..............S.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS 1. This section applies only to a contract to be performed, wholly or partly, in a non-attainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. 2.A governmental agency procuring goods or services may: give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality-, or require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards." 2.PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2)or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. 3.WARRANTIES The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. 4.QUANTITIES The quantities indicated on the Pricing Sheet are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 5. SAMPLES Respondents must make samples available upon request by the City of Denton prior to award with no costs to the City. 6.AUTHORIZED DISTRIBUTOR The respondent shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 7. SUBSTITUTIONS Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. If specific manufacturers, Page 16 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Page l7o{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 Page lXo{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 5 Certificate of Interested Parties Electronic Filing 9 In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be reauired to furnish an oriainal Certificate of Interest Parties before the contract is awarded., in accordance with Government Code 5 ® The contractor shall: 1. Log onto the State Ethics Commission Website at Wjgj ,.L�www,et:��i��cs,st:at:e,t:x,�is/w��iat:sir�ew/e��f info foirm,1295,htirn ..................................................................................................................................... 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign the Form 1295 6. Email the form to gqL lr asi fQfJ jentoin,coirn with the contract number in the subject line. (EX: Contract . . .�m lyl�t-------------------------- 1234 - Form 1295) 7. The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Acknowledge (Acknowledge) Bid Lines 1 Em rgency Response (Line excluded from response total) 2 Annual Preventative Maintenance for the entire City of Denton's outdoor warning siren system. (includes 22 sirens, 3 Activation Control Points with Encoders and Radios) Quantity: 1 UOM: EA Price: 1 $18:,7:5 0=0 0 Total: $18,750.00 Supplier Notes: I includes both cabinet and siren head maintenance. 3 Annual Preventative Maintenance Cost per each additional Outdoor Warning Siren site if added by the City of Denton. Quantity: 1 UOM: EA Price: $600=00 Total: $600.00 Supplier Notes: I includes both cabinet and siren head maintenance. 4 Scheduled Repairs (Line excluded from response total) 5 Minimum site visit charge Quantity: 1 UOM: EA Price: $120=00 Total: $120.00 Supplier Notes: This cost is per day. Example: If work exceeds one working day, the minimum site visit is charged for each day our crews are onsite. This only applies to scheduled repairs, not annual maintenance. Page 19 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Page 20o{2lpages Vendor:Joe Goddard buterpdsemLLC 7728 1 Battery price if only 1 battery is showing low voltage in a siren. 5 Quantity: 1 UOM: EA Price: 1 �$12500 Total: 125.00 Supplier Notes: Batteries provided by Goddard have a 1 year warranty. Any battery reporting low voltage within I I the first year will be warrantied at no cost to the city. (Labor and service rates still apply)_ 1 AC Delco M24MF Battery 6 Quantity: 1 UOM: EA Price: �$12500 Total: �$125.00 1 Alternative battery being considered (AGM MK8A24DT) 7 Quantity: 1 UOM: EA Price: $2 1�72 5 Total: $217=.25 1 Estimated yearly expenditure for parts percentage discount off Mfg. list price 8 Total: 1=0./O 1 Total estimated turn-key cost to convert 1 siren from AC to Solar with DC back-Up. 9 Cost Breakdown: Quantity: 1 UOM: EA Price: $2=,250.00 Total: $2,250.00 2 Solar Panel 0 Quantity: 1 UOM: EA Price: $365=00 Total: 365.00 Supplier Notes: (Note: Two Solar panels are required for 48VDC siren) 190 Watt 24VDC Solar Panel ® Custom I Panel for Goddard Solar Kit 2 Misc Parts 1 Quantity: 1 UOM: EA Price: $630=00 Total: 630.00 Supplier Notes: I Misc Parts for Solar: 12/24/48VDC Regulator and Custom side of pole mounting kit 2 Hourly charge based on the #of hours on site 2 Quantity: 1 UOM: EA Price: $95=00 Total: 95.00 Supplier Notes: Note: Hourly rate is not charged when using the turnkey solar line item. Otherwise our standard 195/Hour rate will be charged. 2 Any additional miscellaneous items not listed above including but not limited to: 3 Software, Hardware, Equipment, Labor, Encryption of Siren Communications. Cost plus plus percentage mark-up Quantity: 1 UOM: Percentage Price: F $20.00 1 Total: $=20.0 0 Response Total: $24,112.25 Page 21 of 21 pages Vendor:Joe Goddard Enterprises LLC 7728 Exhibit F Line Description UOM QTY 1 Emergency Response EA Annual Preventative Maintenance for the entire City of Denton's outdoor warning siren system.(includes 22 sirens,3 Activation Control Points with Encoders and 2 Radios)(Includes both cabinet and siren head maintenance.) EA 1 $16,750.00 Annual Preventative Maintenance Cost per each additional Outdoor Warning Siren site 3 if added by the City of Denton.(Includes both cabinet and siren head maintenance.) EA 1 $600.00 4 IScheduled Repairs EA Minimum site visit charge(This cost is per day.Example:If work exceeds one working day,the minimum site visit is charged for each day our crews are onsite.This only 5 applies to scheduled repairs,not annual maintenance.) EA 1 $120.00 Technician labor with a regular bucket truck* *The expectation of the City of Denton is that all crews while working on a siren 6 operate out of a bucket truck and not a ladder for safety reasons. HR 1 $95.00 Technician labor with a large bucket truck** **Large Bucket Truck MUST be capable of safely servicing the siren head on top of any pole in the City of Denton or it will be considered a regular bucket truck.It must also be rated and capable of removing any siren head in the City of Denton from the 7 top of a pole to ground level. HR 1 $145.00 8 Any parts required will be charged at cost plus % PERCENTAGE 1 20% 9 System Training EA 10 Hourly Rate HR 1 No Charge 11 Remote System Monitoring for troubleshooting per month MONTH 1 No Charge 12 Miscellaneous EA 13 Total Cost of a Communication Battery for individual replacement EA 1 $55.00 14 Total Cost to replace all the Siren Batteries in One(1)Siren EA 1 $500.00 Battery price if only 1 battery is showing low voltage in a siren.(Batteries provided by Goddard have a 1 year warranty.Any battery reporting low voltage within the first 15 1year will be warrantied at no cost to the city.(Labor and service rates still apply)) EA 1 $125.00 16 AC Delco M24MF Battery EA 1 $125.00 17 Alternative battery being considered(AGM MK8A24DT) EA 1 $217.25 18 Estimated yearly expenditure for parts percentage discount off Mfg.list price EA 10% Total estimated turn-key cost to convert 1 siren from AC to Solar with DC back-Up. 19 Cost Breakdown: EA 1 $2,250.00 Solar Panel((Note:Two Solar panels are required for 48VDC siren)190 Watt 24VDC 20 Solar Panel-Custom Panel for Goddard Solar Kit)) EA 1 $365.00 Misc Parts(Misc Parts for Solar:12/24/48VDC Regulator and Custom side of pole 21 mounting kit) EA 1 $630.00 Hourly charge based on the#of hours on site(Note:Hourly rate is not charged when using the turnkey solar line item.Otherwise our standard 95/Hour rate will be 22 charged.) EA 1 $95.00 Any additional miscellaneous items not listed above including but not limited to: Software,Hardware,Equipment,Labor,Encryption of Siren Communications. 23 Cost plus plus percentage mark-up jPercentage 1 20 0 Total $22,112.25 7/16/2021 BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY TEXAS SECRETARY of STATE JOSE A. ESPARZA BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 803264927 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: March 15, 2019 Entity Status: Inexistence Formation Date: N/A Tax ID: 32070069177 FEIN: 814377312 Name: Joe Goddard Enterprises LLC Address: 11950 Thousand Oaks Dr Edmond, OK 73034 USA Fictitious Name: Joe Goddard Enterprises LLC Jurisdiction: OK, USA Foreign Formation January 1, 2017 Date: ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Name Address Inactive Date Town of Addison 5300 Belt Line Rd Dallas,TX 75254 USA [.Return to Search ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Instructions: , To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number=803264927&:Nsession_id=59407580&:Ndocument_number=l 06610... 1/1 DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB City Secretary Office Official Record Copy INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF NORTH RICHLAND HILLS,TEXAS AND CITY OF DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON THIS INTERLOCAL COOPERATIVE PURCHASING AGREEMENT (the "Agreement") is made on the NTH day p fDECEMBER , 2021, between the City of Denton, and City of North Richland Hills, Texas;jointly referred to herein as "parties" and each separately as a"party." WHEREAS, each party is authorized by Chapter 791 of the Texas Government Code (the "Interlocal Cooperation Act"),to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing necessary materials and supplies; WHEREAS, Section 271.102 of the Texas Local Government Code authorizes a local government to participate in a cooperative purchasing program with another local government or a local cooperative organization WHEREAS, the parties recognize that participation in this cooperative purchasing program will be highly beneficial to the taxpayers of the parties through anticipated savings to be realized; WHEREAS,the parties cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; WHEREAS, it is deemed in the best interest of all parties that said governments enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder,shall make that performance or those payments from current revenues legally available to that party; NOW, THEREFORE,the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under the Interlocal Cooperation Act, promise and agree as follows: I. Purpose A. The purpose of this Agreement is to establish a cooperative purchasing program between the parties, which will allow each party to purchase goods and services under each other's Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB RCH�aN a City Secretary Office Z rc � Official Record Copy competitively bid contracts pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code. II. Duration of Agreement A. This Agreement shall be in full force and effect from the date it is duly executed by all parties until terminated by either party to this Agreement. Any party may modify and/or terminate this Agreement in accordance with the following terms and conditions: • The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. Mutual consent will be demonstrated by approval of the governing body of each parry hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all parties. • This Agreement may be terminated at any time by either party, with or without cause, upon thirty days' written notice to the other party. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person, sent (i) as an attachment to an email, (ii) by fax with a successful send confirmation, or(iii)by certified mail to the address as listed herein: City of Denton: Procurement Division Attn: Purchasing Manager City of Denton 901 B Texas Street Denton, TX 76209 Phone: 940-349-7100 Fax: 940-293-1837 purchasing@cityofdenton.com City of North Richland Hills: Purchasing Department Attn: Scott Kendall City of North Richland Hills 4301 City Point Drive North Richland Hills, TX 76180 Phone: 817-427-6165 skendall a,nrhtx.com Signature Page to Interlocal Cooperative Purchasing Agreement City Secretary Office DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB ��c"�a�, s Official Record Copy III. Relationship of Parties A. It is agreed that the parties, in receiving products and/or services specified in this Agreement, shall each act as an independent purchaser and shall have control of its needs and the way any such products and/or services are acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the utilization and/or cooperative solicitation of any supplier agreement obtained in 'accordance with Texas law. B. The parties shall notify, using the notice procedures set forth in Section II.A, all participating entities of available contracts to include terms of contract,commodity cost, contact names and addresses, and shall keep participating parties informed of all changes to the list of contracts available for cooperative purchasing. C. Each party shall ensure that all applicable laws and ordinances have been satisfied with respect to any action taken by such party pursuant to this Agreement. D. Nothing in this Agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this Agreement individually and on its own behalf. E. Purchasing Agent or their designee, is the official representative to act for the City of Denton in all matters relating to this Agreement. Ci oFNo�a'k F. [JM&11. Andman] or their designee, is the official representative to act for f�2��la�ol u:l(tl in all matters relating to this Agreement. IV. Purchase of Goods and Services A. All products and services shall be procured in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by the laws of the State of Texas. B. The parties will be able to purchase from those contracts established by the other party where notice has been given in the bid specifications and the successful bidder has accepted terms for cooperative purchasing agreements for local governments. C. The parties hereto agree that the ordering of products and services through this Agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly or, if deemed advantageous by the parties,to both parties. Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB City Secretary Office z y Official Record Copy D. The parties agree to pay successful bidders directly for all products or services received from current revenues available for such purchase.Each party shall be liable to the successful bidder only for products and services ordered by and received by such party and shall not, by the execution of this Agreement, assume any additional liability. E. The parties do not warrant and are not responsible for the quality or delivery of products or services from the successful bidder. The participating parties shall receive all warranties provided by the successful bidder for the products or services purchased. F. If any dispute arises between individual parties and a successful bidder, such dispute shall be handled by and between the participating parry's governmental body and the bidder. V. Liability and Immunity Provisions A. It is understood and agreed between the parties that each party hereto shall be responsible for its own and its employees' acts of negligence in connection with this Agreement. Neither parry shall be responsible for any negligent act or omission of the other party or its employees in connection with this Agreement. It is specifically agreed that, as between the parties, each parry to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, and otherwise handling and managing liability and potential liability of itself and its employees pursuant to this Agreement. B. Notwithstanding the foregoing, each party hereto reserves and expressly does not waive any immunity or defense available at law or in equity, including governmental immunity, for any claim or cause of action whatsoever that may arise or result from the services provided and/or any circumstances arising under this Agreement. These provisions are solely for the benefit of the parties hereto and are not for the benefit of any person or entity not a parry hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Neither parry shall be held legally liable for any claim or cause of action arising pursuant to or out of the services provided under this Agreement, except as specifically provided by law. Where injury or property damages results from the joint or concurrent negligence of both parties,liability,if any, shall be shared by each party based on comparative responsibility in accordance with the applicable laws of the State of Texas, subject to all defenses available to them, including governmental immunity. C. This Agreement is expressly made subject to the parties' governmental immunity under the Texas Civil Practice and Remedies Code and all applicable federal,state,and local laws,rules, regulations, ordinances, and policies. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either party or to create any legal rights or claim on behalf of any third parry. Neither party waive, modify, or alter, to any extent whatsoever, the availability of the defense of governmental immunity under the laws of the State of Texas. VI. Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB a = City Secretary ®dice y Official Record Copy Miscellaneous A. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to'sign on behalf of their respective party. B. In the event any one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. C. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives,and assigns. Neither party will assign or transfer an interest in this Agreement without the prior written consent of the other party. D. By entering into this Agreement,the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in, or claims by,third parties who are not signatories to this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any cause of action concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. F. This Agreement,together with any referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto,has no legal force or effect whatsoever,unless properly executed in writing in accordance with Section II.A, and if appropriate, recorded as an amendment of this Agreement. G. Failure of any parry, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement or the right of either party thereafter to enforce each provision hereof. No term of this Agreement shall be deemed waived or any breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver or excuse of any other different or subsequent breach. H. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. I. Each parry agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID:218C155C-723A-4278-A096-FD4B93A79AFB �H pity Secretary ®dice 'y Official Record Copy Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their authorized officers thereon the day and the year first above written. CITY OF NORTH RICHLAND HILLS CITY OF DENTON, TEXAS 1 012--I�Z DocuSigned by: YL4� CITY MANAGER '-G5T3yBMANAGER SARA HENSLEY ATTEST: ATTEST: ALICIA RICHARDSON, CITY PFC ° °1�3y'�� ROSA RIOS, CITY SECRETARY /CHIEF GOVERNANCE OFFI. ..• ti�';� O� n Docusigned by: BY: r e BY: IZO41L R�44 � o �. 1 C5CMC5E175493_.. APPROVED AS TO LEGAL Fdrla' : S ,®ems APPROVED AS TO LEGAL `�A,e,oaoeaamo FORM: MALESHIA B McGINNIS MACK REINWAND DocuSigned by: B`Y:-J�' ®�.1� d� BY:1—A4B070B31B4AA43B 1.4X to M. ._. ♦ yf /� 0?1;j'0y �(' `�y {(`�lf CITY ATTORNEY H�`����.ti WLJS/b YLIIA Y YI+MQA� !r f'•' Date Approved Signature Page to Interlocal Cooperative Purchasing Agreement 6000ARD, ENTERPRISES MASS NOTIFICATION SYSTEMS Pmpam�for North Richland Hills,Texas TnRuolynDarnell EmaUn1am*U@nrhfd.00m Pmpam� by Logan Ghelto.Joe Goddard Enterprises A��reao11O5O Thousand Oaks Drive Edmond,Oklahoma 73O34 Phqne405-830-9057 www.godgan1*nt*rpha*aoet Oun�enumber75 August 1O.2O22 Vaflld until September O.2O22 North Richland H^UUsn Texas Year End Siren Quote Revised New Siren Location Siren:88U8@ Cross Timbers Park, Intersection of Douglas&Smith Farm Drive. Replaces legacy siren on wood pole. wpauom 23,902.00 WPS2907 Siren x1 YYhe|enYYPS28U7 Siren,Est range:51UUft. 28.802.00 The Battery Operated WPS2900 Series siren system consists of a speaker assembly,a pole top mounting bracket and electronics cabinet.The WPS2900 Series ornni-directional voice product delivers clear,powerful voice communication.Minimum of 30 minutes of full power output on battery power, with factory recommended batteries. mT-24/48pm:270371 1.440o0 Solar Panel Kit x1 Solar Panel Side of Pole Mount Reinforced Manufactured.SunYYioe185 Watt,24V Solar Module,C1D2. 1.440.00 Large J'boxViotmnConneot Smart Solar MPPT regulator 12/24/48. es'na/ or000 Radio Siren Interface x1 375.00 Goddard Enterprises Radio Siren Interface.Used with Maxon SD1 70 Series Radio.2030 logic interface UHF for NRH. 191.62 Maxon SD170EX Radio x 1 5/1 Watt Programmable per Channel 191.62 LED Status Indicator Light Programmable 12.5/25 kHz per Channel CTCSS/DCS Encode/Decode Busy Channel Lockout DE-9 Pin Male Connector w M • UHF3dB 384.00 Two-Way Antenna Kit x 1 384.00 Laird Fiberglass antenna,permanent install.35FT LMR400 coax, low loss. FM2 antenna mount bracket. 14 r �rU "�/ "^ �/yr AMB-P 129.60 Antenna Mounting Bracket x 1 129.60 Side of pole antenna bracket. 16" offset. Mounts to any utility pole. Steel Pole 7,680.00 50ft direct bury steel pole, Maverick brand,Whelen WPS Siren configuration. Lead time is about 8-10 weeks. Siren Install 6,000.00 x1 1 x Set of standard batteries provided 6,000.00 1 x Labor crew for build out and installation 1 x Removal of old siren,no additional cost for removal if direct replacement.All heavy equipment such as trucks and hardware will be supplied by Goddard Enterprises. Shipping 1,392.00 x1 Freight shipping of equipment,shipping of steel pole to NRH. 1,392.00 Total $41,494.22 Terms&Conditions The terms and conditions of this quote will be governed by the interlocal agreement between North Richland Hills and Denton, Contract#7728 Outdoor Warning Siren Maintenance and Service Denton,Texas. Whelen Mass Notification Warranty Whelen's warranty on Whelen Mass Notification Products is limited to the following: For a period of 24 months from the date of manufacture,Whelen will repair*or replace at its option,defective modules,which are manufactured by Whelen Engineering Company,Inc. in their entirety,and are returned by the customer via prepaid freight.Whelen will return repaired modules via prepaid ground transportation if shipping address is within the 48 contiguous states or District of Columbia.Repaired modules shipped outside of the 48 contiguous states or District of Columbia are at customer's expense. Excluded from warranty consideration is any loss arising from vandalism,tampering,misuse, improper installation,environmental damage or alterations to the product. A"pass-through"warranty is offered for products manufactured by other companies that are sold with Whelen Mass Notification Products.Typical examples of such products include, but are not limited to:computers, printers,weather data sensors,un- interruptible power supplies,and batteries.Warranties on these products are"pass-through",meaning the equipment warranty will be limited to that offered by the equipment's original manufacturer and that the warranty will exist solely between the manufacturer and end user.Exceptions will be by prior contractual agreement only. For a three year period following the 24 month warranty,Whelen will repair defective modules,which are manufactured in their entirety by Whelen and are returned to Whelen via prepaid freight for a flat fee.Whelen reserves the right to determine if the unit is repairable.This flat fee is now$75 per module.This offering is limited to defective modules,exclusive of any loss arising from vandalism, misuse, improper installation,tampering or environment damage.Whelen warrants its repair of defective modules for a period of one year. Whelen will not be held liable for any incidental or consequential damages,and assumes no responsibility or liability for expenses incurred in the removal and/or reinstallation of products requiring service and/or repair,nor the packaging,handling and shipping to the Factory Repair Center;nor for the handling of products returned from the repair center after service or repair. Failure to use the batteries recommended by Whelen Engineering Company, Inc.will void your warranty.There are no warranties,expressed or implied, including,but not limited to,any implied merchantability or fitness for a particular use.Whelen Engineering Company,Inc. reserves the right to discontinue,modify,or upgrade any products of its manufacture with design improvements without prior notice.This Warranty gives you specific rights and you may also have other rights which vary from state to state. Maxon America, Inc.Warranty Maxon America, Inc.offers to the original end user:Three(3)Year Limited Warranty on Maxon TM-2000/TM-8000 LMR Radios (separate warranty period on accessories).One(1)Year Limited Warranty on Accessories(includes,but not limited to,batteries, antennas,belt clips,chargers,audio accessories,nylon cases,leather cases,microphones,etc.) Maxon warrants each new radio product manufactured or supplied by it to be free from defects in material and workmanship under normal use and service for the time period stated, provided that the user has complied with the requirements stated herein.The warranty period begins on the date of purchase from an Authorized Maxon Dealer.This warranty is not assignable or transferable.This warranty is void if the product serial number is altered,defaced or removed.Maxon is not responsible for any equipment that is attached to or used in conjunction with our products. During the warranty period,if the product fails to function under normal use, because of manufacturing defects or workmanship, it should be returned to the Authorized Maxon Dealer from which it was purchased.The Authorized Maxon Dealer will repair the product or return the product for repair to Maxon or its Authorized Repair Depot.The user is responsible for the removal of the product from a vehicle or any equipment attached to it,or other site of its use;transportation of the product to the Authorized Maxon Dealer;for the return of the repaired or replacement product to the site of its use and for the reinstallation of the product. Maxon shall have no obligation to make repairs or replacement of product which results from normal wear and tear,or is necessitated by catastrophe,fault,or negligence of the user, improper or unauthorized alterations or repairs to the product, incorrect wiring,use for which it was not designed or by causes external to the product. Maxon's sole obligation shall be to replace or repair the product covered by the warranty.Replacement is done at Maxon's discretion and may consist of a similar or higher featured product.Repair may include the replacement of parts with functionally equivalent new or reconditioned parts.All replaced parts and accessories are warranted for the balance of the original time period.All parts and accessories that are replaced become the property of Maxon America,Inc. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES,EITHER EXPRESSED OR IMPLIED OR STATUTORY,INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR ANY PRODUCTTHAT DOES NOT COMPLY WITH THE WARRANTY SPECIFIED,THE SOLE REMEDY WILL BE REPAIR OR REPLACEMENT. IN NO EVENT WILL MAXON BE LIABLE FOR ANY DAMAGES, INCLUDING ANY SPECIAL,INCIDENTAL,INDIRECT OR CONSEQUENTIAL DAMAGES,OR THE LOSS OF PROFIT, REVENUE OR DATA ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCT. IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 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 670-22 for an amount not to exceed $135,000 in total for the remaining contract period of three 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 670-22. The contract term runs through May 31, 2023 with two (2) one-year renewal options thereafter. The annual amount is not to exceed $45,000 for each year of the contract. GENERAL DESCRIPTION: For Fiscal Year 2021-2022 ("FY22"), departments citywide have utilized the Unifirst Corp. BuyBoard Purchasing Cooperative Program Contract Number 670-22 for the 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 FY22 budget process, City Council approved funding for these rentals. Because the year-to-date expenditures and the two (2) one-year renewals 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 two (2) one-year renewals. As long as the terms and conditions of the contract do not change, 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 670-22 for an amount not to exceed $135,000 in total for the remaining contract period of three years. ° P.O. Box 400,Austin,Texas 78767 FBOard 800.695.2919 •info@buyboard.com • buyboard.com 4/28/2022 Sent Via Email: teresa_jensen@unifirst.com Teresa Jensen UniFirst Corp. 3067 E. Commerce Street San Antonio, TX 78220 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative ContractAward;Proposal Invitation No. 670- 22, Uniforms and Accessories Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of June 1, 2022 through May 31, 2023, and may be subject to two possible one-year renewals. Please refer to the Proposal Invitation for the contract documents, including the General Terms and Conditions of the Contract. To review the items your company has been awarded, please review Proposal Tabulation No. 670-22 at: www.buyboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions. The contract will be posted on the BuyBoard website as an online electronic catalog(s).You are reminded that, in accordance with the General Terms and Conditions, all purchase orders must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative's administrator, you are not authorized to process a purchase order received directly from a Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a Cooperative member that you have reason to believe has not been received by the Cooperative or processed through the BuyBoard,you must promptly forward a copy of the purchase order by email to info@buyboard.com. A list of Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with the resources available and to provide any support you may need as an awarded BuyBoard vendor. On behalf of the Cooperative, 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 (select option"2'). Sincerely, Arturo Salinas Asst. Division Director, Cooperative Purchasing Texas Association of School Boards, Inc., Administrator for The Local Government Purchasing Cooperative v.oz.oi.zozi Endorsed by 1rl" TASAV VT National Pluchasing Conporatiuo 4/29/2022 Sent Via Email: teresa,jensen@unifirst.com Teresa Jensen UniFirst Corp. 3067 E. Commerce Street San Antonio, TX 78220 Welcome to BuyBoard! Re: Notice ofNationa/Purchasing Cooperative Award;Proposal Invitation No. 670-22, Uniforms and Accessories Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard@ contract based on the above-referenced Proposal Invitation. The contract is effective for an initial one-year term of June 1, 2022 through May 31, 2023, and may be subject to two possible one-year renewals. Please refer to the Proposal Invitation for the contract documents, including the National Purchasing Cooperative Vendor Award Agreement and General Terms and Conditions of the Contract. To review the items your company has been awarded, please review Proposal Tabulation No. 670-22 at www.buvboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions. The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders from National Cooperative members must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative's administrator, you are not authorized to process a purchase order received directly from a National Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a National Cooperative member that you have reason to believe has not been received by the National Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by e-mail to info@buyboard.com A list of National Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with resources available and provide any support you may need as an awarded BuyBoard vendor. 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 (select option"2"). Sincerely, Arturo Salinas, Asst. Division Director, Cooperative Purchasing Texas Association of School Boards, Inc., Procurement Administrator for the National Purchasing Cooperative v.oz.oi.zozi ,A/l/a P.O. Box 400,Austin, Texas 78767-0400 800.695.2919•buyboard.com PU URCIrnSINGard- COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 ' buyboard.coin PROPOSERS ACCEPTANCE AND AGREEMENT Proposal Invitation Name: Uniforms and Proposal Due Date/Opening Date and Time: Accessories December 16, 2021, at 4:00 PM Location of Proposal Opening: Texas Association of School Boards, Inc. BuyBoard Department Proposal Invitation Number: 670-22 12007 Research Blvd. Austin, TX 78759 Anticipated Cooperative Board Meeting Date: Contract Term: June 1, 2022, through May 31, April 2022 2023, with two possible one-year renewals. By signature below, the undersigned acknowledges and agrees that you are authorized to submit this Proposal, including making all acknowledgements, consents, and certifications herein, on behalf of Proposer and, to the best of your knowledge, the information provided Is true,accurate, and complete. UniFirst Corporation December 8, 2021 Name of Proposing Company Date 3067 E. Commerce St Street Address Signature of Auth I !zed Compa y Official San Antonio, TX 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 Page 16 of 72 Proposal Forms COMMISKS YMA 1.2021 Py U FUftCIfASING COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 - PH: 800-695-2919 ' buvboard.com PROPOSAL FORMS PART 1: COMPLIANCE FORMS INSTRUCTIONS: Proposer must review and complete all forms in this Proposal Forms Part l: • Proposal Acknowledgements • Felony Conviction Disclosure • Resident/Nonresident Certification ■ Debarment Certification • Vendor Employment Certification • No Boycott Verification ■ No Excluded Nation or Foreign Terrorist Organization Certification ■ Historically Underutilized Business Certification • Acknowledgement of BuyBoard Technical Requirements ■ Construction-Related Goods and Services Affirmation ■ Deviation and Compliance ■ Vendor Consent for Name Brand Use • Confidential/Proprietary Information • EDGAR Vendor Certification ■ Compliance Forms Signature Page An authorized representative of Proposer must initial in the bottom right corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer's failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive. PROPOSAL ACKNOWLEDGEMENTS The proposing company("you"or"your") hereby acknowledges and agrees as follows: 1. You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Information, General Terms and Conditions, attachments/forms, appendices, item specifications, and line items (collectively"Requirements"); 2. By your response ("Proposal") to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. By your Proposal, you acknowledge and certify all items set forth in the General Terms and Conditions, Section 8.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein. 4. Any and all deviations and exceptions to the Requirements have been noted in your Proposal on the required form and no others will be claimed; Initi l: Page 11 of 72 Proposal Forms C0MrV5VCS v.08.11.2021 U ard PURCHASIklG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 ' PH: 500-695-2919 ' buyboard.com 5. If the Cooperative accepts any part of your Proposal and awards you a Contract, you will furnish all awarded products or services at the pricing quoted and in strict compliance with the Requirements (unless specific deviations or exceptions are noted on the required form 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 similarly situated customers in similar circumstances; 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 the National Purchasing Cooperative or nonprofit entity, in which event you will offer the awarded products 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; 6. 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 the Texas Public Information Act or similar public information law; 7. The individual submitting this Proposal 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 or Proposal document) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 8. You have carefully reviewed your Proposal, and certify that all information provided is true, complete, and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as It deems appropriate to verify such information; and 9. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, will be grounds for disqualifying you from consideration for a contract award under this Proposal Invitation, termination of a contract award, or any other remedy or action provided for in the General Terms and Conditions or by law. FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History 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 N)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): Initia Page 12 of 72 Proposal Forms CQI4l1/SVCS v,08.11,2021 U ard avrrcxasrsc COOPERA rrve 12007 Research Boulevard • Austin,Texas 78759-2439 - PH: 800-695-2919 ' bu bow ard.com RESIDENTI NONRESIDENT CERTIFICATION 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 (-/)one of the following_ I 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 % DEBARMENT CERTIFICATION By signature on the Compliance Forms Signature Page, I certify that 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. VENDOR EMPLOYMENT CERTIFICATION 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(1) 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 (J)one of the following; ® Yes ❑ No Initial Page 13 of 72 Proposal Forms cor•1ri/svcs v.08.11.2021 Board !'URCHA SANG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' buYboard.com No BOYCOTT VERIFICATION A Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company(excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (TEX. GovT CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX. Gov'T CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association (TEX. Gov'T CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law. "Boycott Israel" means 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 doss not include an action made for ordinary business purposes. TEX. GOV'T CODE§808.001(1). "Boycott energy company"means,without an ordinary business purpose,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 with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A), TEX. Gov'T CODE §809,001(1) (effective September 1, 2021). "Discriminate against a firearm entity or firearm trade association" means, (A) with respect to the entity or association, to: (i) refuse to engage In the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (III) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (I) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (!I) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. TEX. Gov'T CODE §2274.001(3) (effective September 1, 2021). By signature on the Compliance Forms Signature Page, to the extent applicable, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or discriminate against a firearm entity or firearm trade association and will not do so 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. Ini ' Page 14 of 72 Proposal Forms C0MMJ5VC5 v.08.11.2021 cord- PURCTtASINO COOPERAVVF 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 1 buyboard.corn NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION 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 on the Compliance Forms Signature Page, 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. HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION 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 BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. Please check 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: ❑X My company has NOT been certified as a HUB. ACKNOWLEDGEMENT OF BUYBQARD TECHNICAL REQUIREMENTS Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned affirms that Proposer has obtained a copy of the BuyBoard Technical Requirements, has read and understands the requirements, and certifies that Vendor is able to meet and will comply with those requirements except as follows: [List and explain BuyBoard Technical Requirements, if any, to which your company cannot or will not comply.] Note: In accordance with the General Terms and Conditions of the Contract, to the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to meet the applicable BuyBoard Technical Requirements, the information available on the BuyBoard for Vendor's awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor's awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Technical Requirements, any subsequent failure or refusal by Vendor to promptly provide in&rion upon request to the Cooperative administrator in accordance with those technical requirements may be deemed a default under the Contract. Initial Page 15 of 72 Proposal Forms COI•I1•IJSVCS v.08.11.2021 U ard PU UNCIIASfNG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' buyboard.corn CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION The Cooperative issued the BuyBoard Procurement and Construction-Related Goods and Services Advisory for Texas Members ("Advisory"), which provides information specifically relevant to the procurement of construction-related goods and services by Texas Cooperative members. The Advisory, available at buyboard.com/Vendor/Resources.aspx, 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. Because many BuyBoard contracts include goods or installation services that might be considered construction-related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation. A contract awarded under this Proposal Invitation covers only the specific goods and/or services awarded by the Cooperative. As explained in the Advisory ("Advisory"), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This proposal Invitation and any Contract awarded thereunder 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. By signature on the Compliance Forms Signature Page, Proposer 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 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 member with a copy of the Advisory before accepting the member's Purchase Order or other agreement for construction-related goods or services. In1tia Page 16 of 72 Proposal Forms COMPI/SVC5 v,08.11.2021 PgBourd PVCHAsrric COOPERATIVE 12007 Research Boulevard , Austin,Texas 78759-2439 • PH; 800-695-2919 ' buyboard.com DEVIATION AND COMPLIANCE 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. Prior to completing this form, Vendor shall review the General Terms and Conditions section 113.4 (Deviations from Item Specifications and General Terms and Conditions). Please note that, as provided in section 8.4, certain provisions of the General Terms and Conditions are NOT subject to deviation, and certain deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whether directly or indirectly, to provisions identified in this Proposal Invitation as not subject to deviation shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor's Proposal being rejected in its entirety. 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, by and through the Cooperative administrator, 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 one of the following: vvll fll lns II Iiresented by flie vendor dor Ih v ❑ NO; Deviations been accepted by [''3UY[''3oard. RI Yes; Deviations � lisa Mairaden ;ontir of 9llmlnllvflr f ll' List and fully explain any deviations you are submitting: Termination for Cause or Convenience -We have a large investment up front on uniforms and Facility Products, If a cooperative member cancels without cause they will be responsible for early termination charges and will be required to pay all past due invoices. ffi*� Page 17 of 72 Proposal Forms C01-1MJ5VC5 v.08.11.2021 a � ard PURCrfnSIrIG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 ' buy bop rd.coni VENDOR CONSENT FOR NAME BRAND USE BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to product catalogs, pricelists, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure goods and services under the Contract utilizing the BuyBoard website, any Vendor logo, product images, and similar brand and trademark information provided by Vendor for purposes of the Contract("Vendor Information") may be posted on the BuyBoard website. You acknowledge that, by submitting your Proposal, unless you specifically opt out below, you consent to use of your company's Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator's authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsible for the use or distribution of Vendor Information by BuyBoard members or any other third party using the BuyBoard website. This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to contractadmin@[)uyboard.com. BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website. This Vendor Consent is subject to the Terms and Conditions of the Contract, including, but not limited to, those terms pertaining to Disclaimer of Warranty and Limitation of Liability, Indemnification, and Intellectual Property Infringement. Vendor logo tiles must be submitted in one of the formats set forth in the BuyBoard Technical Requirements. Proposers are requested to submit this information with Vendor's Proposal. (This consent shall not authorize use of your company's Vendor Information by BuyBoard if your company is not awarded a Contract.) OPT OUT: If your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DO NOTselect this box unless your company is opting out of this Vendor Consent for Name Brand Use. ❑ By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agrees that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor's awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor's awarded products and services on the BuyBoard website. I n i�lal: Page 18 of 72 Proposal Forms C01,11.1/SVCS v.08.11.2021 Q Board PURCHASING COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2139 • PH: 800-695-2919 ' buyboard.com CONFIDENTIAL/PROPRIETARY INFORMATION A. Public Disclosure laws All Proposals, forms, documentation, catalogs, pricelists, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, 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 parry request access to the information under the Texas Public Information Act or similar disclosure law, When required by the Texas Public Information Act or other disclosure law, Proposer may 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, catalogs, pricelists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? Please check(d)one of the following: ® NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. ® YES, 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 clearly 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 Cooperative administrator shall not be responsible for a Proposer's failure to dearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and Cooperative administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary. Confidential / Proprietary Information: Corporation marketing strategy and procedures Pricing Proposal Federal and State 1 Purchasing Cooperative Discount Comparison Form Government References and Price Discount Information (Attach additional sheets If needed.) Tniti Page 14 of 72 Proposal Forms COMM/SKS v,68.11.2021 ard' PfJRCIrnSlrrG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 - PH: 800-695-2919 ' buyboard.com B. Copyright Information_ Does your Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) contain copyright information? Please check(d)one of the following; ❑ NO, Proposal(including forms,documentation, pricelists, catalogs, or other materials submitted with the Proposal)does not contain copyright information. ❑ YES, Proposal (including forms, documentation, pricelists,catalogs,or other materials submitted with the Proposal) does contain copyright information. If you responded "YES", clearly identify below the specific documents or pages containing copyright information, Copyright Information: UniFirst Corporate Catalogs included with Submission (Attach additional sheets if needed.) C. Consent to Release Confidential I Pro rieta Copyright Information to BuyBoard Members 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 Cooperative 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 publicly release, including posting on the public BuyBoard website, a copy of the proposal tabulation and award information 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. Initi ; Page 20 of 72 Proposal Forms COMMISVC5 v.08.11.2021 cord"' PURLItASfff G COOPERATIVE 12007 Research Boulevard • Austin,Texas 78759-2139 , PH: 800-695-2919 ' buylboard,corn EDGAR VENDOR CERTIFICATION (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 a Proposal 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. Completed forms 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 terms and conditions of the BuyBoard contract, 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 check the applicable boxes, Initial each page, and sign the Compliance Forms Signature Page. 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, 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 or Cooperative member ancillary 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. ® YES, I agree. ❑ NO, I do not agree. 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 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 Vendors 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). 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 or ancillary agreement agreed to by the Vendor, the Cooperative member's provision shall control. ❑ YES, I agree. ® NO, I do not agree. Initia Page 21 of 72 Proposai Fwms COMM/SWS v.08.11.2021 AIIRCfIhSING COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' buyboard.com 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. M YES, I agree. ❑ NO, I do not agree. 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 beta.sam.gov. 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. I YES, I agree. ❑ NO, I do not agree. 5. Contract Work Hours 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. R1 YES, I agree. ❑ NO, I do not agree. Initi Page 22 of 72 Proposal Forms COMM/SKS v.6021_,"� � U PUREIfR511lGard 12007 Research Boulevard ' Austin,Texas 78759-2439 - PH: 800-695-2919 ' buvboard.com 6. Right to Inventions Made Under a Contract or Agreement: If the Cooperative members Federal award meets the definition of "funding agreement" under 37 CFR 441.2(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. Vendor agrees to comply with the above requirements when applicable. ® YES, I agree. ❑ NO, I do not agree. 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. U YES, I agree. ❑ NO, I do not agree. 8. 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. ® YES, I agree. ❑ NO, I do not agree. 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). ® YES, I agree. ❑ NO, I do not agree. Ini Page 23 of 72 NoposaE Forms COMMISVCS v.08.11.2021 ard- PUACrrASIr�G COOPERATIVE 12007 Research Boulevard I Austin,Texas 78759-2439 , PH: 800-695-2919 • bu bo� ard.com 10. Procurement of Recovered Materials: 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 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 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. [A YES, I agree. ❑ NO, I do not agree, 11. Domestic Preferences for Procurements: Where appropriate and consistent with law, 2 CFR §200.322 contains certain considerations for domestic preferences for procurements which may be applicable to Cooperative members using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member regarding Vendor's products, including whether goods, products, or materials are produced in the United States. ® YES, I agree. ❑ NO, I do not agree. 12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 2 CFR §200.216 prohibits expending federal loan or grant funds to procure or obtain certain telecommunications and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member to confirm whether any telecommunications or video surveillance services or equipment provided by Vendor is covered equipment or covered services under 2 CFR §200.216. [5j YES, I agree. ❑ NO, I do not agree. 13. Profit as a Separate Element of Price: For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.324(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. ® YES, I agree. ❑ NO, I do not agree. 14. 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. ® YES, I agree. ❑ NO, I do not agree. Initi 41-1Z Page 244 of 72 Proposal forms COMMISVC5 v.05.11.2021 NWURCx�ISIxC COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 ' PH: 800-695-2919 ' bw&oard.corn COMPLIANCE FORMS SIGNATURE PAGE By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that 1 am authorized by my company to make all certifications, consents, acknowledgements, and agreements contained herein: • Proposal Acknowledgements • Felony Conviction Disclosure ■ Debarment Certification • Resident/Nonresident Certification • Vendor Employment Certification • No Boycott Verification • No Excluded Nation or Foreign Terrorist Organization Certification • Historically Underutilized Business Certification ■ Construction-Related Goods and Services Affirmation It Acknowledgement of BuyBoard Technical Requirements • Deviation and Compliance • Vendor Consent for Name Brand Use ■ Confidential/Proprietary Information • EDGAR Vendor Certification UniFirst CorporcAion Comp ny Name ( il Signature of Auth ized Compan Official Gary Rog rs Printed Name and Title 12/8/2021 Date Page 25 of 72 Proposai Farms CONI/SWS v.08.11.2021 � U rur�c�rAsirrcard 12007 Research Boulevard I Austin,Texas 78759-2439 • PH: 800-695-2919 • buyboard.com PROPOSAL FORMS PART 2; VENDOR INFORMATION FORMS INSTRUCTIONS: Proposer must completely and accurately provide all information requested in the following Vendor Information Forms or your Proposal may be rejected as non-responsive: ■ Vendor Business Name ■ National Purchasing Cooperative Vendor Award ■ Vendor Contact Information Agreement (vendorsserving outside Texas only) ■ Federal and State/Purchasing Cooperative ■ Local/Authorized Seller Listings Experience ■ Manufacturer Dealer Designation • Governmental References ■ Proposal Invitation Questionnaire ■ Company Profile • Vendor Request to Self-Report BuyBoard • Texas Regional Service Designation Purchases (optional) ■ State Service Designation To the extent any information requested is not applicable to your company, you must so indicate on the form. VENDOR BUSINESS DAME By submitting a Proposal, Vendor is seeking to enter into a legal contract with the Cooperative. As such, Vendor must be an individual or legal business entity capable of entering into a binding contract. Name o€ProposinciCompany: UnIFirst Corporation (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 a1oint 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(V1 one of the following: Tyoe of Business: ❑ Individual/Sole Proprietor M Corporation ❑ Limited Liability Company ❑ Partnership ❑ Other (Specify: } State of Incorporation (if applicable): Massachusetts Federal Employer Identification Number: 74-2861951 (vendor must include a completed IRS W-9 form with their Proposal) Name by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note, Ifdifferentthan 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 Certifrcate(s), if applicable,must be attached.) UniFirst Corporation Page 26 of 72 Proposal Forms COMM/SVC5 v.08.11.2021 Form Request for Taxpayer Give Form to the 9 (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service A Go to www.irs.gov1FormW9 for instructions and the latest information. 1 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 ami 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the A Exemptions(codes apply only to following seven boxes. certain entities,not individuals;see a instructions on page 3): o ❑ Individual/sole proprietor or Q C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate d single-member LLC Exempt payee code(if any) an �U2 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► o 2 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 Fit LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is y) another LLG that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code(if an is disregarded from the owner should check the appropriate box for the tax classification of Its owner. do ❑ Other(see instructions))� {Anv ea J h to accounts maintained outside the LLS. In 6 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) n68 Jons in Road 6 City,state,and ZIP code Wilmington, MA 01887 7 List account number(s)here(optional) IMB 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(5ater Flow)ther,for a -ID - 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 How 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 8 6 1 9 5 1 licm 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)I have not been notified by the Internal Revenue Service(IRS)that I 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 dividen ou are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Jere U.S.person* Date► f ! Icy- General Instruc ions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(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 www.lrs.gov1FormW9. •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-L(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(1TIN),adoption .Form 1099-A{acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (FIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. 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.10-2018) ard- PURCtrAShVG CUDPERATM t2007 research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • buyboard.com VENDOR CONTACT INFORMATION Vendor shall provide the requested Vendor Contact Information in the electronic proposal submission system Including contract,purchase order, RFQ, and invoice contacts(or, Ifsubmltting a hard copy Proposal, timely request and complete the Vendor Contact Information form in accordance with the Instructlons to Proposers), FEDERAL AND STATE/PURCHASING COOPERATIVE EXPERIENCE The Cooperative strives to provide Cooperative 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: $ 4,116,852 (The period of the 12-month period is 1211/2020/ 12l1/2021), 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. . . e. r®. • r r e re• • 1. Federal General Services Administration 2. T-PASS (state of Texas) 3. OMNIA Partners y Uniforms&Facility Services 4. Sourcewell (NJPA) y Uniforms&Facility Services 5. E&I Cooperative 6. Houston-Galveston Area Council (HGAC) 7, Choice Partners 8. The Interlocal Purchasing System (TIPS) 9. Other ❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYBOARD 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, 0 0 Current Discount (%): 40 �o Proposed Discount(%): 40 0 Explanation: Page 27 of 72 Proposal Forms COMM/SKS v.08.13,N21 ilourd PURCHASING C06PERATIVE 12007 Research Boulevard , Austin,Texas 78759-2139 • PH: 800-695-2919 • buyboard.com GOVERNMENTAL REFERENCES 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 pricing/discounts you offer each customer. The Cooperative may determine whether pricing/discounts are fair and reasonable by comparing pricing/discounts stated in your Proposal with the pricing/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entity Name Contact Phone# Email Address Discount Volume 1. Northside ISD/ Mickey Hansen / (210) 397-4542 / harold.hansen@nisd.net 140%+/ $3,800 Weekly 2 Spring Branch ISD / Robert Lipkind/(832) 372-48381 robert.lipkind@springbranchisd.com 140%+ 1 $179 Weekly 3 South Plains College 1 Dennis Churchwell /(806) 716-2105/dchurchwell@southplainscollege.edu /40%+/ 1,000 4 Levelland ISD 1 Trevina Franklin / (806) 523-9734 /tranklin@levellandisd.net 140%+ /$617 Weekly 5. Southwest ISD 1 Mark Figueroa 1 (210) 792-5061 1 mfigueroa@swisd.net 140%+ /$2,200 Weekly Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower pricing) than indicated? YES ❑ NO ❑ if YES, please explain: Longer term agreements may allow for lower unit pricing COMPANY PROFILE Information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal. (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to exclude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.) Page 28 of 72 Proposal Forms COMM/5YC5 v.08.11.2021 �Jr r�(000h ll�!lld�dl°f11���yya"�okS � �111)1f.��e Company Profile UniFirst is one of North America's largest workwear and textile service companies, providing managed uniform, protective clothing, and custom corporate image apparel programs to businesses in diverse industries. In addition to outfitting more than 2 million workers in clean uniforms each workday, we also have a hand in keeping their businesses clean, safe, and healthy through our Facility Service programs... allowing us to be a single-source solution for a variety of needs. We built our Company from the ground up based on our founding Core Values (which remain in place today): a customer Focus, a Respect for Others, and a Commitment to Quality. Serving local business customers via 260 service centers throughout the United i. . . .: "., u,. irr;has(,:A programs are Cates Canada, and Europe our flexible.......;A.............II If: A�.. ... and .. .............................. accessible, scalable, and economical. Whether your organization is national, regional, or local in scope, you'll always receive the highest quality products and services as a UniFirst customer. Urfl[::::Jkr,st r IISSII Iri 5 atern Ir" Our mission is to be recognized as the leading provider of quality Uniform and Facility Service programs. We guarantee Total Customer Satisfaction. Our continuous customer focus enables us to grow, to provide an equitable return on investment, and to create ongoing career opportunities for our employees. We are committed to conducting our business in a fair, honest, and responsible manner in accordance with all environmental and government regulations. U NU URCllASING COOPERATIVE 12007 Research Boulevard ` Austin,Texas 78759-2439 ' PH: 800-695-2919 ' bu3board,com TEXAS REGIONAL SERVICE DESIGNATION This form must be completed in the electronic proposal submission system ,(or, If submitting a hard cop_ Pro osal tlmel re uest and com lete the form In accordance with the instruct! ns to Pro osers . 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. In the electronic proposal submission system, you must indicate if you will service Texas Cooperative members statewide or, if you do not plan to service all Texas Cooperative members statewide, you rnust indicate the specific regions you will service. 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. (Additional forms can be obtained by contacting bids@buyboard,com at least five (5) business days prior to the Proposal Due Date.) By designating a region or regions,you are certlfying 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 eitherrejection 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 the form in the electronic proposal submission system. Regional Education Service Centers Region and headquarters 1 Edinburg 2 Corpus Christi 3 Victoria 4 Houston 5 Beaumont 6 Huntsville ti 7 Kilgore 8 Mount Pleasant 9 Wichita Falls 4i ; 10 Richardson may@ 11 Fort Worth 12 Waco 13 Austin _Y1 14 Abilene 15 San Angelo 16 Amarillo 17 Lubbock 2 .. I; 18 Midland 19 El Paso 20 San Antonio f� Page 29 of 72 Proposal Forms COMIA/MS v.00.11.2021 pURCfIA SINGard' 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 • PAX: 800-211-5454 ' bu bo� ard.com STATE SERVICE DESIGNATION This form must be completed In the electronic proposal submission system tor, if submitting a hard copy Proposal, tlmely request and cam late the In accordance with the Instructions to Pro osers . As set forth in the Proposal Invitation, it is the Cooperative's intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system. (Note:If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form, to be considered for a piggy-back award by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Ven dor A ward Agreem en t that follows this page. If you serve different states for different products or services included in your Proposal, you must complete 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. (Additional forms can be obtained by contacting bids@buyboard._com at least five (5) business days prior to the Proposal Due Date.) 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, Ifawarded, termination of your Contract. h I will service all states in the united States. ■ I will not service all states in the United States. Alabama Alaska Nebraska Arizona Nevada Arkansas New Hampshire California (Public Contract Code 20118 & 20652) New Jersey Colorado 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 Proposal Forms COM1I1•IISVCS v.08.11.2021 Page 30 of 72 PW ard- FURCIlA51NG COOPERATWE 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard.com NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT 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, vendor invoices, and/or such other documentation regarding those purchase orders as the Cooperative's administrators may require in their reasonable discretion 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-proposa I/contra ct 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/5WS v.08.11,2021 Page 31 of 72 Pl1RGNASlNG COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 ' PH; 800-695-2919 ' FAX: 800-211-5454 ' byboard.corn 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 Corpo ation 670-22 Name Vendor Proposal Invitation Number Gary Rogers Signature of Aut q riz d Comp ny Official Printed Name of Authorized Company Official 12I8I2021 Date Proposal Forms CO-IM/MS v.68.11.2G21 Page 32 of 72 ard Pt1RCHASIrrC COOPERATIVE 12007 Research Boulevard • Austin,Texas 78759-2439 - PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard,com LOCATION AUTHORIZED SELLER LISTINGS 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 w1sh 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. MINE 455 AIRPORT ROAD 7MUniFirst MCorporation Daniel Venezuela CORPUS CHRISTI, TX 78405 PH:(361)883-9275; FAX: (361)883-4702 daniel venezuela unifirst.com 515 E. BEECH AVE. UniFirst Corporation Andres Hernandez MCALLEN, TX 78501 PH: (956)686-0218; FAX: (956)686-0538 andres hernandez unifirst.com 9019 RAILWOOD DRIVE UniFirst Corporation Andrew Althaus HOUSTON,TX 77078 PH: (713)635-1100; FAX:(713)635-2747 andrew althaus unifirst.com 1201 N.JOHN STOCKBAUER DR UniFirst Corporation Jason Koehler VICTORIA, TX 77901 PH: (361)576-4501: FAX: (361)578-5574 Jason koehler unit€rst.com 5807 EAST DRIVE UniFirst Corporation Juan Noriega LAREDO,Tx 78041 PH: (956)723-9396; FAX: (956)723-1421 juan_noriega@unifirst.com 603 MILL. RUN UniFirst Corporation Mario Villarreal KERRVILLE, TX 78208 PH: (830)257-8090; FAX: (830)257-8090 MadQ VillarrealUunifirstcorn 240 SIGNAL STREET UniFirst Corporation Jason Hampton LAKE CHARLES, LA 70615 PH: (337)497-0061; FAX: (337)497-0953 jason_hampton@unifirst.com 3047 E. COMMERCE ST UniFirst Corporation Martin Escandon SAN ANTONIO, TX 78220 PH: (210)222-8695; FAX: (210)227-7959 rnactin_escandon@unifirst.com 6000 BOLM ROAD UniFirst ora Cor tion Jason McFarland AUSTIN,TX 78721 p PH:(512)385-3320; FAX: (512)389-2984 jason_mcfariand@unifirst.com 1 LOU STROUP DR UniFirst Corporation David BlenkinSop UVALDE,TX 78801 PH: (830)278-5665; FAX:(830)278-2684 david blenkinsn unifirsLe rn proposal Forms COMMJ5VC5 v,08.11,2021 Page 33 of 72 � ardo PURCIIhSfMD COOPERATIVE 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard.com LOCATION I AUTHORIZED SELLER LISTINGS 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 deflned In the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. .� Him- 3045 W. MARLAND BLVD ffiUrflFirst Corporation Abran Duran HOBBS2, NM 88240 p PH: (575)393-5290; FAX: (575)397-4784 abran_duran@unifirst.com 1520 S.CRANE AVE. UniFirst Corporation Blake Stephenson O :(432) TX 79763 p p PH:(432)332-0548; FAX: (432)332-2412 blake_stephenson@u nifirst.com 6305 HWY 277 UniFirst Corporation Abel Flores PH; A 5)651- TX 76904 r � PH; (325)651-4fi26; FAX: (325)-fi51-86�7 abel_flores@unifirst.com 2815 SOUTH EASTMAN UniFirst Corporation David Cooper LONGVIEW, TX 75602 PH: (903)236-4025; FAX: (903)236-7289 david q coo er unifirst.com 8501 AGNES STREET UniFirst Corporation Jaime Tovar CORPUS CHRIST{,TX 78406 p PH: (361)265-0201; FAX: (361)400-3310 jaime_tovar@unifirst.com 1514 FAIR PARK BLVD. UniFirst Corporation Curtis Medley HARLINGEN,TX 78550 p y PH: (956)423-5464; FAX: (956)425-3938 cLirtis_medloy@unifirst.com 114 AVA DRIVE UniFirst Ora Cor tion Jason Warwick HEWITT,TX 76643 p PH: (254)666-8066; FAX: (254)666-6254 .ason Warwick@unifirst.com 12700 STATE HIGHWAY 30 UniFirst Corporation James Bryant COLLEGE STATION,TX 77845 PH: (979)774-0577; FAX: (979)774-0890 'awes brVantCcDunfflrst.com 13513 SOUTH GESSNER RD STE 100 UniFirst Corporation Rudy Hernandez MISSOURI CITY, TX 77489 p yernan PH: (281)261-9632; FAX: (281)261-9514 rudy_hernandez@unifirst.com 200 NORTH SAM HOUSTON RD UniFirst Corporation David Flaner PH: (97 ,TX 75159 p y PH: (972)289-0754; FAX: (972)289-6248 david_flanery@unifirst.com Proposal Forms COMM/SVCS v.08.11.2021 Page 33 of 72 nuRGNAS1rrGcurd- COOPERATIVE 12007 Research Boulevard • Austin,Texas 78759-2,139 • PH: 800-695-2919 • FAX: 800-211-5454 • btsyboard.com. LOCATION Z AUTHORIZED SELLER LISTINGS 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. 2900 N. BEACH STREET HALTO6111 rUrst Corporation David Brett PH: (817i)834 73 6 CITY, TX?FAX: (817)834-7490 david_brett@unifirst.com 4407 HENRY S GRACE FRWY Corporation Nick Calarelli WICHITA FALLS,TX 76302 UniFirst Cor p PH: (940)691-0069; FAX: (940)691-0051 Nick Colarelli@unifirst.com 1727 E 8TH ST UniFirst Corporation Jim Gonzalez SAN A TX 76904 p PH: (8066)762-62-0541; FAX: ($06)763-5700 jim_gonzalez@unifirst.com 4210 SE 22ND AVE UniFirst Corporation Shane White AMARILLO,TX 79103 PH: (806)374-4631; FAX: (806)374-9338 shane white(@unifirst.com 2321 WESTGATE STREET UniFirst Corporation Ernesto Aguirre CLOVIS, NM 88101 p g PH: (575)763-4441; FAX:(575)763-6157 Ernesto Aguirre@unifirst.com 48 WINDMILL CIRCLE UniFirst Corporation Joseph Hernandez P E,Tx 7s6os p p PHH:: (32325)695-0570; FAX: (325)698-4234 joseph_hernandez@unifirst.com 1415 WAYNE CABANISS DR UniFirst Corporation Carl Beauregard DENISON, TX 75020 PH: (903)327-8736; FAX: (903)327-8837 cari_beau regard @unifirst.cam Proposal Forms COMM/SVCS v.08.11.2021 Page 33 of 72 :J ard PURCMASRIG"OPERATI V£ 12007 Research Boulevard I Austin,Texas 78759-2439 • PH; 800-695-2919 ' FAX; 800-211-5454 ` buyboard.corn MANUFACTURER DEALER DESIGNATION 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 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. If you wish to designate multiple dealers, please duplicate this form as necessary. NIA Designated Dealer Name Designated Dealer Contact Person Designated Dealer Address City State zip Phone Number Fax Number Email address Designated Dealer Tax ID Number* (*attach W-9) Proposal Forms COMM/SVCS v.a8.11.2021 Page 34 of 72 � ard a FURCIthS1NG COOPERAVVE 12007 Research Boulevard ` Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com PROPOSAL. INVITATION QUESTIONNAIRE 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 and submit in one document with your Proposal. You must submit the 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 which consists of of three individuals assigned to them that work to communicate and execute any project, issues, or additional services needed by the customer. 3. Marketing Strategy; 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. (Exam le; 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 term.)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 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 who can benefit from a higher quality of service while helping to reduce their total spend for their uniform and facility services. We continue to educate our Texas area sales staff on the benefits to the members of Texas BuyBoard and our service teams meet with our existing Texas BuyBoard member customers to ensure we are consistently meeting their service expectations. Proposal Forms COMMISVC5 v.08.11.2021 Page 35 of 72 J ad PIIRGNA SI7rG COOPERATIVE: 12007 Research Boulevard • Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.corn 4. 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 insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. UniFirst Corporation has a strong credit rating and a solid financial profile. We have no outstanding debts and significant cash in reserve. We continue to reinvest in technologies that will improve the customer service experience. UniFirst Corporation provides ample insurance coverage options to meet each customer's requirements based on their needs. None of the UniFirst Corporation's principal share or stock holders have been involved in a ban kkru tc or i nc solve 5. Does your company have Ay oustanding '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 6. 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 we cannot provide a complete list. Reasons for terminations include: price, products, service, budget changes, business climate. 7. 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 firm's past or present owners, principal shareholders or stockholders, officers, agents or employees, that relate to or arise 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 and contract disputes. Proposal Forms COMM/SVCS v.08.11.2021 Page 36 of 72 � a purrerrnsiricard 12007 Research Boulevard ' Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com REQUIRED FORMS CHECKLIST (Please check(J)the(allowing) Reviewed/Completed: Proposers Acceptance and Agreement PROPOSAL FORMS PART 1: COMPLIANCE FORMS [� Reviewed/Completed: Proposal Acknowledgements ® Reviewed/Completed: Felony Conviction Disclosure ® Reviewed/Completed: Resident/Nonresident Certification ® Reviewed/Completed: Debarment Certification ® Reviewed/Completed: Vendor Employment Certification ® Reviewed/Completed: No Boycott Verification ® Reviewed/Completed: No Excluded Nation or Foreign Terrorist Organization Certification ® Reviewed/Completed: Historically Underutilized Business Certification ® Reviewed/Completed: Acknowledgement of BuyBoard Technical Requirements X1 Reviewed/Completed: Construction-Related Goods and Services Affirmation ® Reviewed/Completed: Deviation and Compliance �Z] ReviewedlCompleted: Vendor Consent for Name Brand Use ® Reviewed/Completed: Confidential/Proprietary Information ® Reviewed/Completed: EDGAR Vendor Certification ® Reviewed/Completed: Compliance Forms Signature Page PROPOSAL FORMS PART 2:VENDOR INFORMATION FORMS nX Reviewed/Completed: Vendor Business Name ® Reviewed/Completed: Vendor Contact Information (complete in electronicproposalsubmissionsystem) n ReviewedlCompleted: Federal and State/Purchasing Cooperative Experience © Reviewed/Completed: Governmental References ® ReviewedlCompleted: Company Profile [XI Reviewed/Completed: Texas Regional Service Designation (complete in electronicproposalsubmissionsystem) XO Reviewed/Completed: State Service Designation (complete in electronicproposalsubmissionsystem) ❑X Reviewed/Completed: National Purchasing Cooperative Vendor Award Agreement(vendors serving outside Texas only ® Reviewed/Completed: LocaI/Authorized Seller Listings ® Reviewed/Completed: Manufacturer Dealer Designation ® Reviewed/Completed: Proposal Invitation Questionnaire ❑X Reviewed/Completed: Vendor Request to Self-Report BuyBoard Purchases (optional) ® Reviewed/Completed: Proposal Specifications, Evaluation Items and Discount(%)off Catalog/Pricelistand/or other required pricing information including Catalogs/Pricelists(or no bld response)must be submitted with the Proposal or the Proposal will not be considered. Proposal Forms LOMMIMS v.08.11.2021 Page 40 of 72 ard- PlfRCll!SfNG CDGPERATWE 12007 Research Boulevard Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 • buyboard.com PROPOSAL SPECIFICATION SUMMARY The categories and items specified for this Proposal Invitation are summarized below. For full Proposal Specifications, you must review and complete the Proposal Specification information in the electronic proposal submission system in accordance with the Instructions to Proposers (or, if submitting a hard copy Proposal, timely request and complete the Proposal Specification Form In accordance with the Instructions to Proposers). PROPOSAL NOTE: Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalogs)/pricelist(s)with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer vendor websites will be acre ted. Section I: UNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS 1 . Discount (%) off catalog/pricelist for Purchase of Band Uniforms, Related Supplies and Accessories. 2 . Discount (%) off catalog/pricelist for Purchase of Flag Corps Uniforms, Related Supplies and Accessories. 3 . Discount(%) off catalog/pricelist for Purchase of Formal Wear for Bands and Orchestra, Related Supplies and Accessories (dresses, tuxedos,jackets, pants). 4 . Discount(%) off catalog/pricelist for Purchase of Show Choir Wear, Related Supplies and Accessories. 5 . Discount (%) off catalog/pricelist for Purchase of Cheerleading Uniforms, Related Supplies and Accessories. 6 . Discount (%} off catalog/pricelist for Purchase of Drill Team Uniforms, Related Supplies and Accessories. 7 . Discount (%) off catalog/pricelist for Purchase of Dancewear, Related Supplies and Accessories. 8 , Discount (%} off catalog/pricelist for Purchase of All Other Performance Related Uniforms, Related Supplies and Accessories not listed above. Section II: UNIFORMS FOR PURCHASE - WORK RELATED UNIFORMS 9 . Discount (%) off catalog/pricelist for Purchase of Public Safety (police, fire, EMS, security, etc.) Uniforms, Related Supplies and Accessories, 10. Discount(%) off catalog/pricelist for Purchase of Custodial and Maintenance Uniforms, Related Supplies and Accessories. 11. Discount{%) off catalog/pricelist for Purchase of Food Service Uniforms, Related Supplies and Accessories. 12. Discount (%) off catalog/pricelist for Purchase of Medical and Nursing Uniforms, Related Supplies and Accessories. 13. Discount (%) off catalog/pricelist for Purchase of Business uniforms (Career Apparel), Related Supplies and Accessories. 14. Discount{°10) off catalog/pricelist for Purchase of Student Uniforms, Related Supplies and Accessories. 15. Discount(%) off catalog/pricelist for Purchase of ARC Rated/Flame Resistant Uniforms, Related Supplies and Accessories. 16. Discount{%) off catalog/pricelist for Purchase of Industrial Towels, 17. Discount(°10) off catalog/pricelist for Purchase of All Other Work-Related Uniforms, Related Supplies and Accessories not listed above. Section III: RENTAL UNIFORMS - WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTS 18. Discount(%)off catalog/pricelist for Rental of Public Safety(police,fire, EMS,security,etc.) Uniforms, Related Supplies and Accessories. 19. Discount (%) off catalog/pricelist for Rental of Custodial and Maintenance Uniforms, Related Supplies and Accessories, 20. Discount (%) off catalog/pricelist for Rental of Food Service Uniforms, Related Supplies and Accessories. 21. Discount (%} off catalog/pricelist for Rental of Medical and Nursing Uniforms, Related Supplies and Accessories. 22. Discount (%) off catalog/pricelist for Rental of Business Uniforms (Career Apparel), Related Supplies and Accessories. Proposal Foims COMI-VSVCS v.08.11.2021 Page 38 of 72 U PV URCrtA5lrfG GOOPERADVE 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ` FAX: 800-211-5454 • buyboard.corn 23. Discount (%) off catalog/pricelist for Rental of All Other Work-Related Uniforms, Related Supplies and Accessories not listed above. 24. Discount (%) off catalog/pricelist for Rental of Industrial Towels. 25. Discount (%) off catalog/pricelist for Rental of Industrial Mats. 26. Discount (%} off catalog/pricelist for Rental of Industrial Mop Service. 27. Discount (%} off catalog/pricelist for Rental of ARC Rated/Flame Resistant Uniforms, Related Supplies and Accessories. 28. Discount (%) off catalog/pricelist for Rental of All Other Industrial Uniform, Related Products, Supplies and Accessories not listed above. Section IV: Proposal-No. 670-22-- Uniforms and Accessories: EVALUATION ITEMS for RENTAL UNIFORMS 1. Information under Section IV is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BE COMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILL NOT BE CONSIDERED. 2. Vendors shall provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to BuyBoard = BuyBoard Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3. Vendors that do not offer any of the evaluation or alternate items listed below shall submit a written explanation to request exemption from this requirement. The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. 29. Uniform Clothing Rental: Executive Shirt; Ion_ sleeve;leeve; 100% cotton; BuyBoard weekly rental unit price. 30. Uniform Clothing Rental: Industrial Work Shirt;jong sleeve synthetic blend; BuyBoard weekly rental unit price. 31. Uniform Clothing Rental: Industrial Work Shirt stripe, long sleevesynthetic blend; BuyBoard weekly rental unit price, 32. Uniform Clothing Rental: Button Down Shirt; long sleeve; 100% cotton; BuyBoard weekly rental unit price. 33. Uniform Clothing Rental: Industrial Pants; synthetic blend; BuyBoard weekly rental unit price. 34, Uniform Clothing Rental: Executive Slacks; Cotton; BuyBoard weekly rental unit price. 35. Uniform Clothing Rental: Blue Denim Jeans; Cotton; BuyBoard weekly rental unit price. ADDITIONAL WEEKLY RENTAL/PREP CHARGES (MISC. ITEMS) 36, 4X6 Floor Mat; per item; BuyBoard weekly rental unit price. 37. Dry Mop; Treated; 36 inches, per item; BuyBoard weekly rental unit price. 38. Name Tags; per item; BuyBoard weekly rental unit price. 39, Prep Charges; per item; BuyBoard weekly rental unit price. 40. Emblem; per item (print or embroidery); BuyBoard weekly rental unit price. 41. Emblem 2; per item (print or embroidery); BuyBoard weekly rental unit price. 42. Environmental Fee 43, Energy Surcharge 44. Initial Set Up Charges 45. Swing Suit Charges 46. Minimum Stop Size Fee 47. Image Guard Fee 48. Deposit Charge Proposal forms COPIMIMS v.08.11.2021 Page 39 of 72 i I i o FURCHASING OE , IE 670-22 UniFirst Corp. Supplier Response Event Information Number 670-22 Title: Uniforms and Accessories Type: Request for Proposal Issue ate: 10/14/2021 Deadline- 12/16/202104.00 PM (CT) Notes-. The Local Government Purchasing Cooperative (BuyBoard) Proposal Invitation Uniforms and Accessories Time:Proposal Due Date and I,,)eceirn eir 16, 2d2°1, at 4 dd 111 1111 Responding to this and future proposals online is easy with our online submission system. 1 . View and download the forms. • �',)O MO log in to view and download the documents. • Visit. t ndor.j)j ylkl t r .go n and click on the ""Current Proposal Invitations" button shown below to view and download the forms for this proposal. . To submit completed proposal. Visit. t r I r.lkl y )j2,!. j.go n an click "Register/Login/Submit Page 1 of 51 pages Vendor:UniFirst Corp. 670-22 Proposal" button shown below to submit your proposal online® For additional assistance click this link I View our ..................................... Subirnission InsbrucHIMIS, ............................................................... New Vendor? Visit vendor!)Iky j)j2, !.2d..goirn and click .................... ........ "Register/Login/Submit Proposal." Click R � ls�eir now as a new supplier/vendor, so you don't miss future - 1W....................... proposal opportunities. Any Addenda issued with this proposal will also be placed on the website, and it will be the vendor's responsibility to obtain the information. Page 2 of 51 pages Vendor:UniFirst Corp. 670-22 UniFirst Corp. Information Contact- Teresa Jensen Address- 3067 E. Commerce St. San Antonio, TX 78220 Phone- (210) 224-0711 x2077 Toll Free- (210) 226-6942 Email- Teresa—iensen@unifirst.com By submitting your response, you certify that you are authorized to represent and bind your company. Seth Vise seth_vise@unifirst.com Signature Email Submitted at 12115120213:02:18 PM Requested Attachments BuyBoard Proposal Invitation No. 670-22 UniFirst Corporation ® 670-22 Signed Proposal -12-2021.pdf Uniforms and Accessories REQUIRED-in PDF format, upload all proposal invitation documents available for download at vendor.buyboard.com including any additional pages, as necessary. (Please DO NOT password protect uploaded files.) Catalog/Price lip t UniFirst Rental Catalogs.pdf REQUIRED-in Excel or PDF format, upload catalog/pricelist in proposal invitation instructions. Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or Proposal will not be considered. No paper catalogs or manufacturer/vendor websites will be accepted. File size must not exceed 100MB. (Please DO NOT password protect uploaded files.) Exceptions and/or Detailed Information Related to Discount % and/or Hourly Labor Rate No response Proposed In PDF format and if necessary, vendor shall attach detailed information regarding exceptions to pricing and/or discount percentage and define the services that are proposed to be provided. NOTE: IF DETAILED INFORMATION IS NOT SUBMITTED, PROPOSAL MAY NOT BE CONSIDERED. (Please DO NOT password protect uploaded files.) Company Profile UniFirst Company Profile.docx REQUIRED-information on awarded Cooperative Contracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard website. Submit your company profile in a separate file, in Word format, with your Proposal. (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website. The Cooperative reserves the right to exclude or remove any content in its sole discretion, with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.) IRS Form ® Request for Taxpayer Identification Number and UniFirst Holdings Corporation_W9.pdf Certification REQUIRED-in PDF format, upload W®9 form. (Please DO NOT password protect uploaded files.) Exemption Letter No response Vendors that do not offer any of the evaluation and/or alternate items shall submit a written letter providing explanation requesting exemption from this requirement and identify its specialty product line(s). Page 3 of 51 pages Vendor:UniFirst Corp. 670-22 Bid Attributes 1 Federal Identification Number Federal Identification Number 174-2861951 2 HUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification HUB/No Israel Boycott Certification/No Excluded Nation or Foreign Terrorist Certification 3 No Israel Boycott Certification A Texas governmental entity may not enter into a contract with a value of$100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees 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). Accordingly, this certification form is included to the extent required by law. "Boycott Israel" means 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'T CODE §808.001(1). By signature on the Compliance Forms Signature Page, to the extent applicable, 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. IYes 4 No Excluded Nation or Foreign Terrorist Organization Certification 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 on the Compliance Forms Signature Page, 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. I Yes 5 MWBE/HUB Status Certification 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 BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. I certify that my company has been certified as a MWBEIHUB in the following categories: (Please check all that apply) 6 Minority Owned Business Minority Owned Business El Minority Owned Business (Yes) Page 4 of 51 pages Vendor:UniFirst Corp. 670-22 7 Women Owned Business Women Owned Business El Women Owned Business (Yes) 8 Service-Disabled Veteran Owned Business Service-Disable 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) El Service-Disabled Veteran Owned Business (Yes) 9 Certification Number Certification Number No response 1 Name of Certifying Agency 0 Certifying Agency No response 1 Non-MWBE/HUB 1 My company has NOT been certified as a MWBE/HUB FV Non-HUB (Yes) 1 Vendor General Contact Information 2 Proposal/Contract General Contact Information 1 Vendor Proposal/Contract Contact Name 3 Vendor Proposal/Contract Contact Name Teresa Jensen 1 Vendor Proposal/Contract Contact E-mail Address 4 Vendor Proposal/Contract Contact E-mail Address Iteresa_jensen@unifirst.com 1 Vendor Proposal/Contract Mailing Address 5 Vendor Proposal/Contract Mailing Address 13067 E. Commerce Street 1 Vendor Proposal/Contact Mailing Address - City 6 Vendor Proposal/Contact Mailing Address ® City I San Antonio 1 Vendor Proposal/Contact Mailing Address -State 7 Vendor Proposal/Contact Mailing Address ® State (Abbreviate State Name) I TX 1 Vendor Proposal/Contact Mailing Address -Zip Code 8 Vendor Proposal/Contact Mailing Address ®Zip Code 178220 Page 5 of 51 pages Vendor:UniFirst Corp. 670-22 1 Vendor Proposal/Contact Phone Number 9 Vendor Proposal/Contact Phone Number(xxx-xxx-xxxx) 1(210) 224-0711 2 Vendor Proposal/Contact Extension Number 0 Vendor Proposal/Contact Extension Number No response 2 Company Website 1 Company Website (www.xxxxx.com) lwww.unifirst.com 2 Purchase Orders Contact Information 2 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 and provide the requested information. a I will use the internet to receive Purchase Orders at the following address Yes 2 Purchase Order E-mail Address 3 Purchase Order E-mail Address Iteresa_jensen@unifirst.com 2 Purchase Order Contact Name 4 Purchase Order Contact Name I Teresa Jensen 2 Purchase Order Contact Phone Number 5 Purchase Order Contact Phone Number (xxx-xxx-xx>o) 1210-224-0711 2 Purchase Order Contact Extension Number 6 Purchase Order Contact Extension Number I No response 2 Alternate Purchase Order E-mail Address 7 Alternate Purchase Order E-mail Address I seth_vise@unifirst.com 2 Alternate Purchase Order Contact Name 8 Alternate Purchase Order Contact Name I Seth Vise Page 6 of 51 pages Vendor:UniFirst Corp. 670-22 Alternate Purchase Order Contact Phone Number Alternate Purchase Order Contact Phone Number (xxx®xxx-xxxx) 210-792-36 2 Alternate Purchase Order Contact Extension Number Alternate Purchase Order Contact Extension Number No response Purchase Orders Contact Information 1 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 and provide the requested information. 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. Yes 3 Request for Quotes (cMceRFQcH) Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: Request for Quote (RFQ) E-mail Address Request for Quote (RFQ) E-mail Address teresa_jensenunifirst.com Request for Quote (RFQ) Contact Name Request for Quote (RFQ) Contact Name Teresa Jensen Request for Quote (RFQ) Contact Phone Number Request for Quote (RFQ) Contact Phone Number (xxx-xxx-x ) (210) 22 -0711 Request for Quote (RFQ) Contact Extension Number Request for Quote (RFC) Contact Extension Number No response Alternate a ue t for Quote (RFQ) E-mail Address Alternate Request for Quote (RFQ) E-mail Address seth_vise@unifirst.com Alternate Request for Quote (RFQ) Contact Name Alternate Request for Quote (RFQ) Contact Name Seth Vise Page 7 of 51 pages Vendor:UniFirst Corp. 670-22 3 Alternate Request for Quote (RFQ) Contact Phone Number 9 Alternate Request for Quote (RFQ) Contact Phone Number (xxx-xxx-xxxx) 1(210) 792-3642 4 Alternate Request for Quote (RFQ) Contact Extension Number 0 Alternate Request for Quote (RFC) Contact Extension Number I No response 4 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 Buy Board we site and e-mail notifications will be sent when they are ready to be retrieved. 4 Invoices 2 Please choose only one (1) of the following options for receipt of invoices and provide the requested information. (a) Service fee invoices and related communications should be provided directly to my company at: or (b) In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent: If Vendor authorizes a billing agent to receive and process service fee invoices, in accordance with 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. Fs—ervice fee invoices and notices direct to company 4 Invoice Company Name 3 Invoice Company Name I UnFirst Corporation 4 Invoice Company Department Name 4 Invoice Company Department Name I Regional Offices 4 Invoice Contact Name 5 Invoice Contact Name Accounts Payable 4 Invoice Mailing Address 6 Invoice Mailing Address (P.O. Box or Street Address) 13067 E. Commerce Street 4 Invoice Mailing Address - City 7 Invoice Mailing Address - City San Antonio Page 8 of 51 pages Vendor:UniFirst Corp. 670-22 4 Invoice Mailing Address - State 8 Invoice Mailing Address ® State (Abbreviate State Name) I TX 4 Invoice Mailing Address -Zip Code 9 Invoice Mailing Address (Zip Code) 178220 5 Invoice Contact Phone Number 0 Invoice Contact Phone Number(xxx-xxx-xxxx) 1(210) 224-0711 5 Invoice Contact Extension Number 1 Invoice Contact Extension Number No response 5 Invoice Contact Fax Number 2 Invoice Contact Fax Number(xxx-xxx-xxxx) 1(210) 226-6942 5 Invoice Contact E-mail Address 3 Invoice Contact E-mail Iteresa_jensen@unifirst.com 5 Invoice Contact Alternate E-mail Address 4 Invoice Contact Alternate E-mail Address I No response 5 Billing Agent Company Name 5 Billing Agent Company Name No response 5 Billing Agent Department Name 6 Billing Agent Department Name No response 5 Billing Agent Contact Name 7 Billing Agent Contact Name No response 5 Billing Agent Mailing Address 8 Billing Agent Mailing Address (P.O. Box or Street Address) No response 5 Billing Agent Mailing Address -City 9 Billing Agent Mailing Address ® City No response Page 9 of 51 pages Vendor:UniFirst Corp. 670-22 6 Billing Agent Mailing Address ®State 0 Billing Agent Mailing Address ® State (Abbreviate State Name) I No response 6 Billing Agent Mailing Address ®Zip Code 1 Billing Agent Mailing Address ®Zip Code I No response 6 Billing Agent Contact Phone Number 2 Billing Agent Contact Phone Number(xxx-xxx-xxxx) I No response 6 Billing Agent Contact Extension Number 3 Billing Agent Contact Extension Number No response 6 Billing Agent Fax Number 4 Billing Agent Fax Number No response 6 Billing Agent Contact E-mail Address 5 Billing Agent Contact E-mail Address No response 6 Billing Agent Alternative E-mail Address 6 Billing Agent Alternative E-mail Address No response 6 Shipping Via 7 Common Carrier, Company Truck, Prepaid and Add to Invoice, or Other I company Truck 6 Payment Terms 8 Note: Vendor payment terms must comply with the Buy Board General Terms and Conditions and the Texas Prompt Payment Act(Texas Government Code Ch. 2251). Net 30 6 Vendor's Internal/Assigned Reference/Quote Number 9 Vendor's Internal/Assigned Reference/Quote Number I No response 7 State or Attach Return Policy 0 Note: Only return requirements and processes will be deemed part of Vendor's return policy. Any unrelated contract terms, terms of sale, or other information not specifically related to return requirements and processes included in Vendor's return policy shall not apply to any awarded Contract unless specifically included as a deviation in the Deviation and Compliance Form and accepted by the Cooperative. No response Page 10 of 51 pages Vendor:UniFirst Corp. 670-22 7 Electronic Payments 1 Are electronic payments acceptable to your company? I Yes :J 7 Credit Card Payments 2 Are credit card payments acceptable to your company? I Yes 7 Texas Regional Service Designation 3 Texas Regional Service Designation - Refer to Form in Proposal Invitation 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 must 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. 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. 7 Company Name 4 Company Name UniFirst Corporation 7 Texas Regional Service Designation 5 Select only one of the following options® If you select "I will NOT serve all Regions of Texas", you must then check the individual Regions you wish to serve. JAII Regions:] 7 Region 1 6 Region 1 - Edinburg WV Region 1 (1) 7 Region 2 7 Region 2 - Corpus Christi W/ Region 2 (2) 7 Region 3 8 Region 3 - Victoria WV Region 3 (3) 7 Region 4 9 Region 4 - Houston WV Region 4 (4) 8 Region 5 0 Region 5 - Beaumont W/ Region 5 (5) Page 11 of 51 pages Vendor:UniFirst Corp. 670-22 8 Region 6 Region 6 ® Huntsville Region 6 (6) 8 Region 7 2 Region 7 ® Kilgore FV Region 7 (7) 8 Region 8 3 Region 8 ® Mount Pleasant W/ Region 8 (8) 8 Region 9 4 Region 9 ®Wichita Falls FV Region 9 (9) 8 Region 10 5 Region 10 ® Richardson FV Region 10 (10) 8 Region 11 6 Region 11 ® Fort Worth Region 11 (11) 8 Region 12 7 Region 12 ®Waco FV Region 12 (12) 8 Region 13 8 Region 13 -Austin FV Region 13 (13) 8 Region 14 9 Region 14 -Abilene Region 14 (14) 9 Region 15 0 Region 15 ® San Angelo FV Region 15 (15) 9 Region 16 Region 16 -Amarillo W/ Region 16 (16) 9 Region 17 2 Region 17 ® Lubbock FV Region 17 (17) Page 12 of 51 pages Vendor:UniFirst Corp. 670-22 9 Region 18 3 Region 18 - Midland W/ Region 18 (18) 9 Region 19 4 Region 19 - El Paso WV Region 19 (19) 9 Region 20 5 Region 20 - San Antonio W/ Region 20 (20) 9 State Service Designation 6 State Service Designation - Refer to Form in Proposal Invitation. As set forth in the Proposal Invitation, it is the Cooperative's intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy-back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the entire United States or only specific states, you must complete this form accordingly. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form, to be considered for a piggy-back award by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Vendor Award Agreement that follows this form. If you serve different states for different products or services included in your Proposal, you must complete 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. 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. 9 Company Name 7 Company Name I UniFirst Corporation 9 State Service Designation 8 Select only one of the following options. If you select "I will NOT serve all States", you must then check the individual States you wish to serve® FI will not serve all states in the United States 9 Alabama 9 Alabama E]Alabama (AL) 1 Alaska 0 o Alaska El Alaska (AK) 1 Arizona 0 Arizona D Arizona (AZ) Page 13 of 51 pages Vendor:UrriFirst Corp. 670-22 1 Arkansas 0 Arkansas 2 El Arkansas (AR) 1 California 0 California (Public Contract Code 20118 & 20652) 3 El California (CA) 1 Colorado 0 Colorado 4 D Colorado (CO) 1 Connecticut 0 5 Connecticut El Connecticut (CT) 1 Delaware 0 Delaware 6 El Delaware (DE) 1 District of Columbia 0 7 District of Columbia El District of Columbia (DC) 1 Florida 0 Florida 8 El Florida (FL) 1 Georgia 0 9 Georgia D Georgia (GA) 1 Hawaii 1 6 Hawaii El Hawaii(HI) 1 Idaho 1 Idaho El Idaho (ID) 1 Illinois 1 Illinois 2 D Illinois (IL) 1 Indiana 1 Indiana 3 El Indiana (IN) Page 14 of 51 pages Vendor:UniFirst Corp. 670-22 1 Iowa 1 Iowa 4 El Iowa (1A) 1 Kansas 1 5 Kansas El Kansas (KS) 1 Kentucky 1 Kentucky 6 D Kentucky (KY) 1 Louisiana 1 Louisiana 7 El Louisiana (LA) 1 Maine 1 Maine 8 El Maine (ME) 1 Maryland 1 9 Maryland El Maryland (ME) 1 Massachusetts 2 5 Massachusetts El Massachusetts (MA) 1 Michigan 2 Michigan D Michigan (MI) 1 Minnesota 2 Minnesota 2 El Minnesota (MN) 1 Mississippi 2 3 Mississippi El Mississippi(MS) 1 Missouri 2 Missouri 4 D Missouri (MO) 1 Montana 2 5 Montana El Montana (MT) Page 15 of 51 pages Vendor:UniFirst Corp. 670-22 1 Nebraska Nebraska ❑Nebraska (NE) 1 Nevada 7 Nevada ❑Nevada (NV) 1 New Hampshire New Hampshire ❑New Hampshire (NH) 1 New,lersey New Jersey ❑New Jersey(NJ) 1 New Mexico New Mexico FV New Mexico (NM) 1 NewYork New York ❑New`lark(NY) 1 North Carolina North Carolina ❑North Carolina (NC) 1 North Dakota North Dakota ❑North Dakota (ND) 1 Ohio Ohio ❑ Ohio (OH) 1 Oklahoma Oklahoma ❑ Oklahoma (OK) 1 Oregon Oregon ❑ Oregon (OR) 1 Pennsylvania 7 Pennsylvania ❑Pennsylvania (PA) Page 16 of 51 pages Vendor:UniFirst Corp. 670-22 1 Rhode Island 3 Rhode Island 8 El Rhode Island (RI) 1 out Carolina 3 9 South Carolina El South Carolina (SC) 1 out Dakota 4 6 South Dakota D South Dakota (SD) 1 Tennessee 4 Tennessee El Tennessee (TN) 1 Texas 4 Texas 2 El Texas (TX) 1 to 4 Utah 3 El Utah (UT) 1 Vermont 4 Vermont 4 El Vermont(VT) 1 Virginia 4 5 Virginia D Virginia (VA) 1 Washington 4 Washington 6 El Washington (WA) 1 West Virginia 4 7 West Virginia El West Virginia (WV) 1 Wisconsin 4 Wisconsin 8 D Wisconsin (WI) 1 Wyoming 4 9 Wyoming El Wyoming (WY) Bid Lines Page 17 of 51 pages Vendor:UrriFirst Corp. 670-22 1 Section 1: UNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Band Uniforms, Related Supplies and Accessories. MLJS �lDe induded or IDroposall Wl1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<U, l:Rcfci,ciicc Nuribei's,Wobsifts, wid/oi, tic Af O che d/E::i close d" No response 2 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Flag Corps Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coin§deii�:Dd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<U, l:Rcfci,ciicc Nuribei's,Wobsifts, wid/oi, tic Af O che d/E::i close d" No response Page 18 of 51 pages Vendor:UniFirst Corp. 670-22 3 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Formal Wear for Bands and Orchestra, Related Supplies and Accessories (dresses, tuxedos,jackets, pants). MLJS l IlDe induded or IlDroposall wlil1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfur0lice INU11,11uel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 4 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Show Choir Wear, Related Supplies and Accessories. MLJS l IlDe induded or IlDroposall wlil1 not IlDe coin§deii�:Dd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfur0lice INU11,11uel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 19 of 51 pages Vendor:UnlTirst Corp. 670-22 5 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Cheer lea ding Uniforms, Related Supplies and Accessories. MLJ„..I.. IlDe induded or IDroposall Wl1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11cel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 6 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Drill Team Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coin§deii�:Dd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11cel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 20 of 51 pages Vendor:UnlTirst Corp. 670-22 7 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Dance wear, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfur0lice INU11,11uel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 8 Section LUNIFORMS FOR PURCHASE - PERFORMANCE RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of All Other Performance Related Uniforms, Related Supplies and Accessories not listed above. MLJS l IlDe induded or IDroposall W11 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfur0lice INU11,11uel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 21 of 51 pages Vendor:UnlTirst Corp. 670-22 9 Section WUNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist for Purchase of Public Safety (police, fire, EMS, security, etc.) Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 1 Section WUNIFORMS FOR PURCHASE ® RELATED UNIFORMS - Discoul off catalog/pricelist 0 for Purchase of Custodial and Maintenance Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall W11 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 22 of 51 pages Vendor:UnlTirst Corp. 670-22 1 Section WUNIFORMS FOR PURCHASE ® RELATED UNIFORMS - Discoul off catalog/pricelist for Food Service Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or Dr 1 n oposa�� w�� ot IlDe coind sein,lId No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11cel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 1 Section WUNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 2 for Purchase of Medical and Nursing Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coin§deii�:Dd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11cel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 23 of 51 pages Vendor:UnlTirst Corp. 670-22 1 Section WUNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 3 for Purchase of Business Uniforms (Career Apparel), Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coin§deii�:Dd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 1 Section WUNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 4 for Purchase of Student Uniforms, Related Supplies and Accessories. MLJS l IlDe induded oir IlDiroposall W11 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ..............."I'lI'llI'll'll""I'll""I'll",'ll""I'll""I'll'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 24 of 51 pages Vendor:UnlTirst Corp. 670-22 1 Section ll:UNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 5 for ARC Rated/Flame Resistant Uniforms, Related Supplies and Accessories. MLJS l IlDe induded or IDroposall Wl1 not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 1 Section ll:UNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 6 for Purchase of Industrial Towels. MLJS l IlDe induded or Droposall W11 not IIDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response Page 25 of 51 pages Vendor:UnlTirst Corp. 670-22 1 Section ll:UNIFORMS FOR PURCHASE -WORK RELATED UNIFORMS - Discoul off catalog/pricelist 7 for Purchase of All Other Work-Related Uniforms, Related Supplies and Accessories not listed above. MLJ„..I.. IlDe liinduded or IDroposall wlilI not IlDe coinsdeinDd No Bid Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11oel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" No response 1 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 8 ® Discount (%) off catalog/pricelist for Rental of Public Safety (police, fire, EMS, security, etc.) Uniforms, Related Supplies and Accessories. MLJS l IlDe liinduded or IDroposall wl11 not IlDe coinsdeinDd Total: I Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11oel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% Page 26 of 51 pages Vendor:UnlTirst Corp. 670-22 1 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 9 - Discoul off catalog/pricelist for Rental of Custodial and Maintenance Uniforms, Related Supplies and Accessories. MLJ„..I.. IlDe liinduded or IDroposall Wl1 not IlDe coin§deinDd Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 0 ® Discount (%) off catalog/pricelist for Rental of Food Service Uniforms, Related Supplies and Accessories. MLJS l IlDe liinduded or IDroposall W11 not IlDe coin§deinDd Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ..............."I'lI'llI'll'll""I'll""I'll",'ll""I'll""I'll'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% Page 27 of 51 pages Vendor:UnlTirst Corp. 670-22 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 1 - Discoul off catalog/pricelist for Rental of Medical and Nursing Uniforms, Related Supplies and Accessories. MLJ„..I.. IlDe liinduded or IDroposall Wl1 not IlDe coin§deinDd Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 2 ® Discount (%) off catalog/pricelist for Rental of Business Uniforms (Career Apparel), Related Supplies and Accessories. MLJS l IlDe liinduded or IDroposall W11 not IlDe coin§deinDd Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ..............."I'lI'llI'll'll""I'll""I'll",'ll""I'll""I'll'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, :Rc fe'0 lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% Page 28 of 51 pages Vendor:UnlTirst Corp. 670-22 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 3 - Discoul off catalog/pricelist for Rental of All Other Work-Related Uniforms, Related Supplies and Accessories not listed above. MLJS l IlDe liinduded or IDroposall Ml1 not IlDe coin§deinDd Total: I Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11oel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 4 ® Discount (%) off catalog/pricelist for Rental of Industrial Towels. MLJS l IlDe liinduded or Dr M1 n oposa�� � ot IlDe coin§dein,lId Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11oel's,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Facility Services Catalog/40% Page 29 of 51 pages Vendor:UnlTirst Corp. 670-22 2 Section III:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 5 ® Discount (%) off catalog/pricelist for Rental of Industrial at MLJS l IlDe liincluded or Dr 1 oposa�� w�� not IlDe coin§dein,lId Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ..............."I'lI'llI'll'll""I'll""I'll",'ll""I'll""I'll'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfe1,0lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Facility Services Catalog/40% 2 Section III:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 6 ® Discount (%) off catalog/pricelist for Rental of Industrial Mop Service. MLJS l IlDe liincluded or Dr 1 oposa�� w�� not IlDe coin§dein,lId Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcfe1,0lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Facility Services Catalog/40% Page 30 of 51 pages Vendor:UnlTirst Corp. 670-22 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 7 - Discoul off catalog/pricelist for Rental of ARC Rated/Flame Resistant Uniforms, Related Supplies and Accessories. MLJS l IlDe liinduded or IDroposall Wl1 not IlDe coin§deinDd Total: Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% 2 Section lll:RENTAL UNIFORMS -WORK RELATED UNIFORMS AND OTHER INDUSTRIAL PRODUCTSS 8 - Discoul off catalog/pricelist for of All Other Industrial Uniform, Related Products, Supplies and Accessories not listed above. MLJS l IlDe liinduded or IDroposall W11 not IlDe coin§deinDd Total: I Item Notes: Vendors proposing multiple manufacturer product lines and/or catalog/pricelist per line item must submit the information as follows or proposal may not be considered: • Select "Add Alteirinate" for each additional manufacturer product line and/or catalog/pricelist proposed • Vendor's must list one specific percentage discount for each manufacturer and/or catalog/pricelist listed Item Attributes ..............."I'lI'llI'll'll""I'll""I'll",'ll""I'll""I'll'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI'llI'll",'llI'llI'l'llI'llI'llI'llI'll",'llI............... 1. State Name of Catalog/Pricelist Proposed with Discount Percentage [Do io hiclude t::d<u, 1Rcrur0lice INU11,11DOI-S,Wobsifts, oilid/oi, tic A o che d/l::::i close d" Uniform Rental Catalog /40% Page 31 of 51 pages Vendor:UnlTirst Corp. 670-22 2 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 9 UNIFORMS - Evaluation Its No. 1 -Uniform Clothing Rental: Executive Shirt; long sleeve; 100% cotton; BuyBoard weekly rental unit price. Unit Price: 0.32 Total: $0.32 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 134 3. Catalog Price of RENTAL Clothing Its 10.5 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I 3.52 Page 32 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 0 UNIFORMS - Evaluation Its No. 2 -industrial Work Shirt; long sleeve, synthetic blend; BuyBoard weekly rental unit price. Unit Price: 0.20 Total: $0.20 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 15 3. Catalog Price of RENTAL Clothing Its 10.3 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 12.2 Page 33 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL UNIFORMS - Evaluation Its No. 3 -industrial Work Shirt; stripe, long sleeve, synthetic blend; BuyBoard weekly rental unit price. Unit Price: 0.26 Total: $0.26 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 113 3. Catalog Price of RENTAL Clothing Its 10. 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I E8 6:] Page 34 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 2 UNIFORMS - Evaluation Its No. 4 -Button Down Shirt; long sleeve; 100% cotton; BuyBoard weekly rental unit price. Unit Price: 0.29 Total: $0.29 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 114 3. Catalog Price of RENTAL Clothing Its 10. 9 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I El 9:1 Page 35 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 3 UNIFORMS - Evaluation Its No. 5 -industrial Pants; synthetic blend; BuyBoard weekly rental unit price. Unit Price: 0.27 Total: 1 $0.27 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 14 3. Catalog Price of RENTAL Clothing Its 10. 5 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I 2.97 Page 36 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 4 UNIFORMS - Evaluation Its No. 6 -Executive Slacks-, Cotton; BuyBoard weekly rental unit price. Unit Price: 0.30 Total: 1 $0.30 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 136 3. Catalog Price of RENTAL Clothing Its 10.5 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 3.3 Page 37 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 5 U N I FORMS - Evaluation Its No. 7 -Blue Denim Jeans-, Cotton; BuyBoard weekly rental unit price. Unit Price: 0.35 Total: 1 $0.35 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 140 3. Catalog Price of RENTAL Clothing Its 10.59 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) 71 Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I E8 5:] Page 38 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 6 UNIFORMS - Evaluation Its No. 8 ®4X6 Floor Mat, per item; BuyBoard weekly rental unit price. Unit Price: 2.93 Total: 1 $2.93 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Facility Services Catalog 2. Catalog Page No. of RENTAL Clothing Its 15 3. Catalog Price of RENTAL Clothing Its 1 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program 11 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I 2.93 Page 39 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 7 UNIFORMS - Evaluation Its No. 9 - Dry Mop; Treated; 36 inches, per item; BuyBoard weekly rental unit price. Unit Price: 1.1 Total: 1 $1.14 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Facility Services Catalog 2. Catalog Page No. of RENTAL Clothing Its Ill 3. Catalog Price of RENTAL Clothing Its 1.9] 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program 11 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 1.9 Page 40 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 8 U N I FORMS - Evaluation Its No. 10 - Name Tags', per item; BuyBoard weekly rental unit price. Unit Price: 1.50 Total: 1 $1.50 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 198 3. Catalog Price of RENTAL Clothing Its 12.09 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I one time charge 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 1.5 Page 41 of 51 pages Vendor:UrriFirst Corp. 670-22 3 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 9 U N I FORMS - Evaluation Its No. 11 ® Prep Charges; per item; BuyBoard weekly rental unit price. Unit Price: 1.00 Total: 1 $1.00 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 198 3. Catalog Price of RENTAL Clothing Its 11.67 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I one time Charge 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I =1 Page 42 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 0 UNIFORMS - Evaluation Item No. 12 - Emblem; per item (print crembroidery); BuyBoard weekly rental unit price Unit Price: 3.50 Total: $3.50 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 198 3. Catalog Price of RENTAL Clothing Its 15. 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I Company Emblem 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 3.5 Page 43 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL UNIFORMS - Evaluation Item No. 13 - Emblem 2; per item (print or embroidery); BuyBoard weekly rental unit price. Unit Price: 5.00 Total: $5.00 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I Uniform Rental Catalog 2. Catalog Page No. of RENTAL Clothing Its 198 3. Catalog Price of RENTAL Clothing Its 1 .35 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I Direct Embroidery 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 1 =5 Page 44 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 2 UNIFORMS - Evaluation Item No. 14 - Environmental Fee. Unit Price: 3.00 Total: $3.00 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I N/A 2. Catalog Page No. of RENTAL Clothing Its I N/A 3. Catalog Price of RENTAL Clothing Its 15 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I DEFE Charge 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 1 =3 Page 45 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 3 UNIFORMS - Evaluation Its No. 15 - Energy Surcharge. No Bid Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I No response 2. Catalog Page No. of RENTAL Clothing Its I No response 3. Catalog Price of RENTAL Clothing Its I No response 4. UNIFORM RENTAL (Discount % Stated in Proposal) I No response 5. No. of RENTAL Units Billed (11 Sets Program) El Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I No response Page 46 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 4 UNIFORMS - Evaluation Its No. 16 ® Initial Set Up Charges. No Bid Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I No response 2. Catalog Page No. of RENTAL Clothing Its I No response 3. Catalog Price of RENTAL Clothing Its I No response 4. UNIFORM RENTAL (Discount % Stated in Proposal) I No response 5. No. of RENTAL Units Billed (11 Sets Program) El Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I No response Page 47 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 5 UNIFORMS - Evaluation Its No. 17 - Swing Suit Charges. No Bid Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I No response 2. Catalog Page No. of RENTAL Clothing Its I No response 3. Catalog Price of RENTAL Clothing Its I No response 4. UNIFORM RENTAL (Discount % Stated in Proposal) I No response 5. No. of RENTAL Units Billed (11 Sets Program) El Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I No response Page 48 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 6 UNIFORMS - Evaluation Item No. 18 ® Minimum Stop Size Fee. Unit Price: 25.00 Total: $25.00 Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I N/A 2. Catalog Page No. of RENTAL Clothing Its I N/A 3. Catalog Price of RENTAL Clothing Its 150 4. UNIFORM RENTAL (Discount % Stated in Proposal) 1 5. No. of RENTAL Units Billed (11 Sets Program) D Yes (Yes) FV No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I Minimum Stop charge if needed 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) 25 Page 49 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 7 UNIFORMS - Evaluation Its No. 19 ® Image Guard Fee. No Bid Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I No response 2. Catalog Page No. of RENTAL Clothing Its I No response 3. Catalog Price of RENTAL Clothing Its I No response 4. UNIFORM RENTAL (Discount % Stated in Proposal) I No response 5. No. of RENTAL Units Billed (11 Sets Program) El Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) I No response Page 50 of 51 pages Vendor:UrriFirst Corp. 670-22 4 Section IV: ProDosal No. 670-22— Uniforms and Accessories: EVALUATION ITEMS for RENTAL 8 UNIFORMS - Evaluation Item No. 20 - Deposit Charge. No Bid Item Notes: 1.Information under Section VI is requested and will be used only for purposes of assisting in the evaluation of Vendor's price competitiveness. These items will not be individually awarded. THE FOLLOWING EVALUATION ITEMS MUST BECOMPLETED FOR EITHER THE AS SPECIFIED OR ALTERNATE PRODUCT. Equal alternates may be submitted only if you do not sell the specific product listed. Evaluation items must be fully completed and submitted, or the PROPOSAL WILLNOT BE CONSIDERED. 2. Vendors all provide AS SPECIFIED OR ALTERNATE PRODUCT pricing based on the following pricing structure. [BuyBoard Price (catalog price for Rental of Clothing Item less (minus) discount proposed to Buy Board = Buy Board Weekly Rental Unit Price)]. Weekly rental pricing shall be inclusive of pickup, launder, repairs, and delivery. 3.Vendors that do not offer any of the evaluation or alternate items listed below all submit a written explanation to request exemption from this requirement and select "Na Bid.". The Cooperative may determine, in its sole discretion, whether or not to exempt a Vendor from this requirement based on all information provided with the Proposal. Item Attributes 1. UNIFORM RENTAL (Catalog Name as stated in proposal) I No response 2. Catalog Page No. of RENTAL Clothing Its I No response 3. Catalog Price of RENTAL Clothing Its I No response 4. UNIFORM RENTAL (Discount % Stated in Proposal) I No response 5. No. of RENTAL Units Billed (11 Sets Program) El Yes (Yes) El No (No) 6. If checked "No" above, enter number of sets in proposed weekly rental program I No response 7. WEEKLY RENTAL COST PER PERSON (Specified Uniform Sets Per Program) No response Response Total: $45.06 Page 51 of 51 pages Vendor:UrriFirst Corp. 670-22 NKH NORTH RICHLAND HILLS (APPENDIX H TO THE PURCHASING POLICY AND PROCEDURES MANUAL) CITY OF NORTH RICHLAND HILLS COOPERATIVE PURCHASE CUSTOMER AGREEMENT This Cooperative Purchase Customer Agreement("Customer Agreement")is entered into by and between UNIFIRST CORP. .("Vendor")and the City of North Richland Hills,("Customer"or"Authorized Customer"),a Texas government entity,and a Customer authorized to purchase goods or services pursuant to the Agreement between the BuyBoard ("Cooperative Entity")and Vendor, Contract No. 670-22 , as amended, (the "Agreement")with an expiration date of May 31,2023 .This Customer Agreement includes and shall be governed by(i)the terms and conditions of the Agreement,which are incorporated herein by reference and available online at hops://app.buyboard.com/report/20 or upon request from Vendor, (iii) the attached Vendor Quote/Purchase Order No. nla , if applicable, and (iii)the Government Contract and Purchasing Rider for Contracts with the City of North Richland Hills Contracts,if applicable,all of which are attached hereto and/or incorporated herein by reference.Authorized Customer is eligible and desires to purchase uniforms and accessories pursuant to the terms and conditions of the Agreement as the Cooperative Entity may specify from time to time, as well as the terms and conditions of this Customer Agreement.To ensure goods and services are provided directly to the Customer, the Cooperative Entity will only be responsible for services provided to the Cooperative Entity will not be responsible for payments for services provided tothe Customer. The Authorized Customer agrees to the terms and conditions of the Agreement as applicable and as authorized by law.The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for equipment,products and services provided hereunder.Vendor agrees that Customer shall be entitled to the same rights and protections under the law afforded to the Cooperative Entity under the Agreement,as applicable,as if Customer had entered into the Agreement.Except in the event of gross negligence or intentional misconduct,Customer's liability shall not exceed the amount paid by Customer under this Customer Agreement for the proceeding twelve(12)month period.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,hard copy or electronic, involving transactions relating to this Customer Agreement necessary to determine compliance herewith, 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. Purchase Price-Payments under this Customer Agreement shall not exceed $ 135,000.00 ("Purchase Price"). Term-The Term of this Customer Agreement("Term")shall be for one of the following as selected below(Select the type of contract that applies): ❑ Single Purchase Contract—The Term shall not exceed one(1)year, and this Customer Agreement shall be for the purchase of goods or services as specified and quoted by the Vendor,and the Purchase Price shall not exceed the budgeted amount for Customer's current fiscal year for the applicable goods and services. ❑ Supply/As Needed Contract—The Term shall be effective as of October 1$ and shall expire on September 3011'at the end of FY 21-22.This Customer Agreement shall be for multiple purchases of goods or services on an as needed basis,from the same vendor under the same contract,and shall not exceed the budgeted amount for Customer's current fiscal year for the applicable goods and services. ® Multi-Year Contract—The Term shall be for 1 year(s) expiring on May 31, 2023. This Customer Agreement may be renewed for 2 years. Customer Agreement shall be with a single vendor for products and services. If the amount of expenditures under this Multi-Year Contract equals or exceeds$50,000 in the aggregate,City Council approval is required.In the event the City does not appropriate sufficient funds to make payments during the current or any subsequent year,the City shall have the right to terminate this Multi-Year Contract at the end of any such fiscal year without penalty. ❑ Emergency Purchase—Purchases that are necessary to address a public calamity,because of unforeseen damage to property,or to protect the public health or safety where the City's ability to serve the publicwould be impaired if the purchase were not made immediately.Emergency purchases must meet the requirements of Local Government Code 252.022,and must be ratified by City Council if the purchase is$50,000 or more. (Government Rider-Select if Vendor has additional terms and conditions that apply to this purchase) El Government Contract and Purchasing Rider for Contracts with the City of North Richland Hills, Texas—If this purchase contains additional terms and conditions from the Vendor, other than those set forth in the Agreement, the Vendor shall separately execute the Government Contract and Purchasing Rider for Contracts with the City of North Richland Hills,Texas("Government Rider").Such applicable terms and conditions as set forth in the Government Rider shall supersede any conflicting terms of the Vendor's terms and conditions,and such Government Rider shall control.The Government Rider is attached hereto,incorporated herein by reference and made a part of this Customer Agreement for all purposes. The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the respective party, and that the execution and performance of this Customer Agreement has been duly authorized by the respective party.This Customer Agreement, and any amendment hereto, may be executed in counterparts, and electronically signed,scanned,digitally signed and sent via electronic mail and such signatures shall have the same effect as original manual signatures. Each party has caused this Customer Agreement to be executed by its duly authorized representative on this day of 20 [Signature Page Follows] NRH Cooperative Purchase Customer Agreement,Page 1 of 2 CA-CONTRACT NO.PUR0002_20220107 Vendor Name: UNIFIRST CORP. for this purchase. Narne .. r 0 (Check the batt if$3,000 or less) Tltl©: Date,, By: ...... Scott Kendall,Purchasing Manager Department Director: By: n Printed Name: -- _. p Department: fD 7 APPROVED: Q By: _ Date: Mark Hindman,City Manager Or Designee: By: -- — Date: _._......__ Name: Title: w ATTEST: By Alicia Richardson,City Secretary/Chief Governance Officer By: Traci Henderson,Assistant City Secretary NRH City Council Action: Y❑ N❑ Date Approved: Agenda Item No: Ord/Res No. APPROVED TO FORM AND LEGALITY: By: Maleshia B.McGinnis,City Attorney By: Thomas McMillian,Assistant City Attorney PACE 1 Of-Un First NEW ACCOUNT"C:] EXISTING ACCOUNT-C" i INSTALLA]i DATE MM/Doryyyy CUS"I'MER SERVICE AGREEMENT � COMPANY NAME(Customer) City.of North Richland Hills (MAS113R ACREEMl NT) LOC.NO, 829 ' ADDRESS _ ---, ROUTE NO, North Richland Bills Tx 76108 DATE 7/18/2022 PHONE SIC/NAICS The undersigned(the"CUSTOMER")orders from UniFirst Corporation and/or Unifirst Holdings,Inc.d.b.a.UniFirst and/or UniFirst Canada LTD, ("UNIFIBST")the rental service(s)at the prices and upon the conditions outlined: r 777 NO.OF TOTAt.NO.OF PRICEPER STANDARD/SERVICE PERSONS/ TOTAL FULL TOTALITEM DESCRIPTIONREQUENCY ISSUE PER CRANGEW CHANGEI NON- SERVICE VALU-LEASE' PERSON PIECES PIECE STANDARD UL16 Logo Mat 4x6H —__.__. $3.99 N0102 L/S 65/35 �_.._ � ,20 — S 0111 US Oxford Shirk 1 .32 �S 0137 US 65135 Stripe Shirt ] � .32 S 0202 S/S 65/35 Shirt m^ —] .20 S 0211 S/S Oxford Shirt 1 .32 S f 03UM US Microcheck Shirt 1 323 S 04UM S/S Microcheck Shirt S 298 S 0436 S/S Woman Shirt i 31 S I0HO Itelex 1/tt Jean 1 .40 S I 1002 65/35 Pant 1 .25 S 1034 65/35 Short 1 .25 S 1060 65/35 Western Jean 1 .25 S w 1144100%Cotton Wrangler Jean 1 .53 N Minimum weekly charge applies,equal to 75%of the initial weekly install value. Sf fir"a( r 0 f 0 r 0 Garment preparation per piece N/A Non-stock sizes per pieta 20% Name emblem per piece $1.50 Special cuts per piece 3.00 Company emblem per piece $3.50 Restock/Exchange per pieta 3.00 r< Direct Embroidery: Wearer name per piece $1.00 Automatic Wiper Replacement N/A Company name per piece $5.00 Automatic Linen Replacement N/A y DEFE(See description on reverse side) $3.00 PAYMENT TERMS: C.O.D.❑ E.F.T.® Approved Charge'(] 8 1 BuyBoard 36 Mouth Tenn 670-22 Wrangler Buyout:0-6 Months$20.007-12Montlls $16.00 12+Months$10.00 See Appendix H for City ofNRH adjusted term Stipulations s Approved charge:CUSTOMER agrees to make payments within 30 days The undersigned agrees to all terms on the reverse and attests to have the of invoice receipt.A late charge of 1 f/2%per month(18%per year)for any authority to execute for the named CUSTOMER,and to approve use of any amount in arrears may be applied' personalization—including logos or brand identities—that has been requested, SALES REP- RJJacO bs ACCEPTED: _— y SrU.ES fe'+1'd,(mtM rpeh DATE CUSTOMER tSgmnir) GATE H p u ,, cNIA6ER s>go �� 4 DATE CUSTOMER IPrt+UlemaaixfTiUnl ACCEPTED, s. r u' "'L M LOCATION htAtU,GER 1prk:z Plarno aM TNeI EMAIL {M r Out-sizes of othanvsn Standard Merchandise are daomadto beNun-Sundard Morchandse. 4A41 rowmad checks and declined crediVdebit cards subject to S35 pexessing fee, t a Merchandise which is Val-ULsased is not cleaned by UniFirst. cThis Agreement is effective only upon acceptance try UniFirst Location Manager. f 'Charge statuscontingentupon continuingcredit Tvorlhinose and maybe revokedat Ili discmd". j PRINT&SIGN12)COPIES ON LEGALSME(8WX 141)PAPER: ®LOCAL.LINIFIRST COPY(SCANNED COPY TO CORPORATE OFFICE) OCUSTOMERCOPY Ftllmr1253R-R,,.0W0 y PAGE.7OF F NEW ACCOUNT 11 EXISTING ACCOU I" rfl UniFirst INSTALLATION DAtT: t,tr.voarvvw CUSTOMER SERVICE AGREEMENT COMPANY NAME(Customer) City of'North Richland Hills-- _.... —... _._�__ LOC.NO. 829 ADDRESS _ —__-- ROUTE NO. t North Richland Hills Tx 76108 � I7A't'E 7/18/2022 PHONE �— —_ SIC/NAICS _--_ The undersigned(the"CUSTOMER")orders from UniFirst Corporation and/or Unfirst Holdings,Inc,d.b.a.UniFrst and/or UniFirst Canada LTD. i ("UNIFIRST")the rental service(s)at the prices and upon the conditions outlined; a a-figg u r f LOST/ NO,OF TOTALNO.OF PRICEPER STANDARDI DAMAGED SERVICF. ISSUE EI TOTAL FUII. TOTAL ITEM DESCRIPI"ION CHANGES/ CHANGE:/ NOW p it REPLACEM7ENT F17r:OUr.-NGY ISSUE PER t SERVICF. VAUULEASE CHARGE PERSON PIECES PIECE STANDARD 1167 65-35 Women Side Elastic 1 .25 S 1500 65/35 Jacket 1 .56 _.._5_ _...._.. 1527 65/35 FIrp Jacket 1 . ,62 S 3002 65/35 Coverall 1 .47 S 4544 65/35 Smock 3/4 Sleeve 1 .30 S — 5388 3x5 Scraper Mat 1 1.90 S -50FC Fender Cover 1 .50 S 7046 Sib Apron 1 .17 S 76AT 3x5 Wet Area Mat w 1 4 '53 S '/6GA 3x5 GI Mat 1 190 S 760B 4x6 GI Mat 1 2.90 S 76GC 3x10 GI Mat 1 3.50 S 8023 18x 18 Bagged Wiper 1 .09 S 8142,8141 Dust Mop Handle 1 N/C S is Minimum weekly charge applies,equal to 75%of the initial weekly install value. i a C a ® c a k Garment preparation per piece Non-stock sizes per piece t r Name emblem per piece Special cuts per piece Company emblem per piece RestocklExchange per piece f Direct Embroidery; Wearer name per piece Automatic Wiper Replacement Company name per piece Automatic Linen Replacement 1 rl DEFE(See description on reverse side) PAYMENT TERMS: C.O.D.❑ EFT.n Approved Charge'El 9 W as a 1� I ( Approved charge:CUSTOMER agrees to make payments within 30 days The undersigned agrees to all terns on the reverse and attests to have the of invoice receipt.A late charge of 1 F%per month(18%per year)for any authority to execute for the named CUSTOMER,and to approve use of any ? amount in arrears may be applied' personalization-including logos or brand identities-that has been requested. SALES REP; RJ Jacobs ACCEPTED: „$A tV me }'DATE CUMMERISgnaturo) DATE ACCEPTEDa' r LOCAFION.MRrJAG IS 1wol rn� DATE CUSTOMER III Name andTldal 7 LOCATIONArANAGER(PMtName dT4e1 EMAIL if 'Out-sizes of othanviso Standard Merchandise ere tlaemed flo bo FdonSflandard Merchandise. a Ali returned Checks and declined crediwabil cards subject to$35 processing lea. a MerchanD'se which is VaI U-Leased is not cle8ned by UniFk59. sThis Agreement is etl.tuw only Upon acceptance by UniFiud Location Marratim x Charge status conpngent upon continuing credit vmnieness and may be revoked at UnFost's discmdon. PRINT&SIGN t2)COPIES ON LEGAL-SIZE(a'/z'x W)PAPER: 0 LOCAL UNIFIRST COPY(SCANNEDCOPYTO CORPORATE OFFICE) 13CUSTOMENCOPY Form a1263R-eve..OWO S PAGE/OF/ NEW ACCOUNT 0 EXISTING ACCOUNT C] ) UnFirst INSTALLATION DATE I.IMIDD/yyyy CUSTOMER SERVICE AGREEMENT COMPANY NAME(Customer) CitydNorth Richland Hills LL--- ^ LOC.NO. 829__—.__ a ADDRESS _ _ _ ROUTE NO. i North Richland Fulls Tx 76108 DATE 7118/2022. PHONE _ SIC/NAICS The undersigned(the"CUSTOMER")orders from UniFirst Corporation and/or UniFirst Holdings,Inc.d.b.a.UniFirst and/or UniFirst Canada LTD. ("UNIFIRST")the rental service(s)at the prices and upon the conditions Outlined: a k a LOST? EPY NO,OF TOTAL.NO.OF PRICE PER $TANDARDT DAMAGED SERVICE PERSONS/ TOTAL FULL TOTAL r ITEM OE$CRIiTION CHANGES/ CHANGE/ NON z REPLACEMENT FnEOVENGY ISSUE,PER PIECES PIECE STANDARD SE(#VICE WA4U-LEASE 1 ._ _.___._._.�_._._____,.._.._...,_......... CHARGE _ PERSON I 8324 244"Dust Mop � 1 .75 S 8336 36"Dust Mop 1 mm 1.13 S 8360 60"Dust Mop .� 1 1.89 S� 8581 BaggedTerry'Powel 1 m .16 S t 88UE UniFirst Hand-Free Disp. 1 .25 S II: 88UH UniFirst Foam Soap 1 930 S 89518 Bank Locker — 1 �2.10 S y: _ Ef 8958 Soil Locker 1 1.50 S 9075 Laundry Bag 1 .35 S x -_-----._. _ _......__ 946B Swipe"i'owel 1 .20 S J Minirnam weakly charge applies,equal to 75%of the initial weekly install value. i c ® o d a Garment preparation per piece Non-stock sizes per piece } Name emblem per piece Special cuts per piece Company emblem per piece Restock/Exchange per piece n Direct Embroidery: Wearer name per piece Automatic Wiper Replacement I Company name per piece Automatic Linen Replacement DEFE(See description on reverse side) i1 ix PAYMENT TERMS: C.O.D.El E.F.T.❑ Approved Charge'❑ ;I me1161, a i Approved charge:CUSTOMER agrees to make payments within 30 days The undersigned agrees to all terms on the reverse and attests to have the of invoice receipt.A late charge of 1'1/2 per month(18%per year)for any authority to execute for the named CUSTOMER,and to approve use of any amount in arrears may be applied.' personalization—including logos or brand identities—that has been requested. SALES REP: RJ Jacob s ACCEPTED: "SALE DIP WDC th— # DATE CUSTOMER ISgDrew,i DATE ACCEPTED'. a iliMrArY ER IS A Nr I DATE CUSTOMER IN.,Na Tdol LOCATIOU MANAGER I Na eandTdel "'� EMAIL Out-sizas of otherwise Standard Marchandiso aro d¢emod to ba NonSleMaM Morchandisa. "AII resumed checka and declined credit/debit cards subject to S35 processing fee. ! 'Mardrandise whidr is VaFU-Leased Is not loaned by Unirnst. 'This Agreement is eClecGva oney upon ateap#anxa b!UniFirsA Locat%on thanagar. 'Change stains wnEngenl upon continuing crodit worthiness and maybe twokod at Und'Ust's discrogon. PRINT&SIGN(2)COPIES ONLEGALSIZE(8Wx W)PAPER; r7 LOCAL UNIFIRGT COPY(SCARRED COPY TO CORPORATE OFFICE) ❑CUBYOMERCOPY Formb1253R-Rw.0W6 ii i PAGE J OF/ CUSTOMER SERVICE AGREEME14TTERMS REQUIREMENTS SUPPLIED.Customerorders from UniFirst Corp.("UnFirsP)the rental garments and/or other items of the type specified in tNsAgreement('Merchandise') and related pickup/delivery and maintenance services(collectivetywilh Merchandise,'Services)for all of customers requirements therefor,at the prices and upon the(arms and conditions set forth herein.Additional Services requested by Customer,verbally or In writing,will also be covered by this Agreement.All rental Merchandise supplied to Customer remains the property of UNFirst.Customer warrants that Ills not subject to,and that this Agreement does not interfere or conglclwith,any existing agreement for the supply of the Merchandise or Services covered, PERFORMANCE GUARANTEE.UNIFIRST GUARANTEES TO DELIVER HIGH-QUALITY SERVICE AT All TIMES.All items of Merchandise cleaned,finished,inspected, repaired and delivered by UniFirst will meet or exceed Industry standards,or non-conforming items will be replaced by the next scheduled delivery day at no cost to Customer. t. Items of rental Merchandise requiring replacement due to normal wear and tear will be replaced at no cost to Customer,save for any applicable personalization and setup charges, l f Customer expressly waives the right to terminate this Agreement during the initial term or any extension thereof for dafidencles in the quality of Services unless:(1)complaints are first made in writing to UniFlrst which set forth the precise nature of any deficiencies;(2)UNFirst is afforded at least 60 days to correct any deficiencies complained of;and (3)UnlFirst fails to correct those deficiencies complained of within 60 days.In the event Customer complies with the foregoing and UniFirst fails to correct such deficiencies, Customer may terminate this Agreement by written notice to UNFirst,providing that at)previous balances due to UniFlrsl have been paid in full and that all other conditions to terminate have been satisfied.Any delay or interruption of the Services provided for In this Agreement by reason of acts of God,fires,explosions,strikes or other industrial disturbances,or any other cause not within the control of UniFirst,shall not be deemed a breach or violation of this Agreement. TERM AND RENEWAL,This Agreement Is effective when signed by both the Customer and UniFirst Location Manager and continua$in effect for 60 months after Installation of Merchandise(for new customers)or any renewal date.This Agreement will be renewed automatically and continuously for multiple successive 60-month periods unless Customer or UnIFirst gives written notice of non-renewal to the other at least 90 days prior to the next expiration date. PRICES AND PAYMENTS.Prices are based on 52 weeks of service per year.Any Increase(s)to Service Frequency could result in additional charges.On an annual basis, the prices then In effectwill be Inueased by the greater of the annual percent increase In the Consumer Price Index-All Urban Consumers,Series ID:CUUROOOOSAG,other goods and services,or by 5%.Additional price increases and other charges may be imposed by separate written notice or by notation on Customers invoke.Customer may, however,decline such additional increases or charges by notifying UnlFirst in writing within 10 days after receipt of such notice or notation.If Customer declines said additional price increases,UnlFirst may terminate this Agreement.Customer also agrees to pay the other charges and minimum weekly charge herein specified.Charges relating to a wearer leaving Customers employ ran be terminated by(1)giving notice thereof to UNFirst and(2)relur ing or paying for any missing Merchandise issued to that individual. Any Merchandise payments required pursuant to this Agreement will be at the replacement prices)then in effect hereunder.If an authorized Customer representative is not available to receive and acknowledge delivery of Merchandise,Customer authorizes UnlFirst to make delivery and assumes responsibility for related chargesfinvoices. It Customer falls to make timely payment,UniFirst may,at any time and in its sole discretion,terminate this Agreement by giving written notce to Customer,whether or not UniFirst has previously strictly enforced Customer's obligation to make timely payments.Customer agrees to pay,and will pay,all applicable sales,use,personal property and other taxes and assessments arising out of this Agreement L DEFE CHARGE.Customers invoices may also include a DEFE charge to cover all or portions of certain expenses Including: f D=DELIVERY,or expenses associated with the actual delivery of Services and Merchandise to Customers place of business,primarily Route Sales Representative commissions,management salaries,vehicle depreciation,equipment maintenance,insurance,road use charges and local access fees. E=ENVIRONMENTAL,or expenses(past,present and future)UniFirst absorbs related to wastewater testing,purification,effluent control,solids disposal,supplies and r equipment for pollution controls and energy conservation and overall regulatory compliance. r; F=FUEL,or the gas,diesel fuel,oil and lubricant expenses associated with keeping UniFtrst's fleet vehicles on the road and servicing its customers. I E=ENERGY,primarily the natural gas UniFirst uses to run boilers and gas dryers,plus other local utility charges. MERCHANDISE.customer acknowledges and agrees to notify all employees that Merchandise supplied is for general occupational use and,except as expressly specified below,affords no special user protections.Customer further acknowledges that(1)customer has unilaterally and Independently determined and selected the nature,*to, performance characteristics,number of changes and scope of all Merchandise to be used and the appropriateness of such Merchandise for Customers specific needs or Intended uses;(2)UnlFirst does not have any obligation to advise,and has not advised,Customer concerning the fitness or suitability of the Merchandise for Customer's Intended use;(3)UniFlrsl makes no representation,warranty or covenant regarding the performance of the Merchandise(Including without limitation Flame Resistant and 1 Visibility Merchandise);and(4)UnlFlrst shall in no way be responsible or liable for any Injury or harm suffered by any Customer employees while wearing or using any Merchandise.Customer agrees to Indemnity and hold harmless UNFirst and Its employees and agents from and against all claims,Injuries or damages to any person or property resulting from Customers or Customers employee use of the Merchandise,whether or not such claims,injuries ordamages arise from any alleged defects in the Merchandise. " Flame Resistant('FR')Merchandise supplied hereunder is intended only to prevent the Ignition and burning of fabric away from the point of high heat Impingement antl to be self-extinguishing upon removal of the ignition source.FR Items wig not provide significant protection from bums In the immediate area of high heat contact due to thermal transfer through the fabric and/or destruction of the fabric in the area of such exposure.FR Items are designed for continuous wear as only a secondary level of protection. s Primary protection is still required for work activiltes where direct or significant exposure to heat or open flame Is likely to occur. 1<sibilityMerchandise is Intended to provide Improved consplcutty of the wearer under daylight conditions and when illuminated by slight source of sufficient candlepower at night It is Customers responsibility to determine the level of conspicuity needed by wearers under spedficwork conditions.Further,Customer agrees that Visibility Merchandise alone does not ensure rxuspicuity,of the wearer and that additional safety precautions may be necessary.The Visibility Merchandise supplied satisfied partiarlarANSIASEA standards only when theywere new and unused and only if so labeled.Customer acknowledges that usage and laundering of Visibility Merchandise may adversely affect its conspicuity. HealthranwFood-Related Customer acknowledges that:(1)UniFirst does not guarantee or warrant that the Merchandise selected by Customer or that processed garments delivered by UniFirst will be appropriate or sufliclent to provide a hygienic level adequate for individual Customers needs;and(2)optional poly-bagging`is recommended to reduce the risk of cross-contamination of Merchandise,and the fall-ire to utilize such service may adversely affect the efficacy of UniFirsfS hygienic cleaning process. r'Poly-bag aonlcos Incur addilionsl charges.) If any Merchandise supplied hereunder is Merchandise that:(1)UniFlrst does not stock for whatever reason(Including due to style,color,size or brand);(2)consists of non-UniFirst manufactured or customized FR Merchandise;or(3)consists of Merchandise that has been permanently personalized on all cases known as"Nonstandard Merchandise"),then,upon the discontinuance of any Service hereunder at any time for any reason,Including expiration,lermination,or cancellation of this Agreement,with or without cause,deletion of any Nonstandard Merchandise from Customers Service Program,or due to employee reductions(in each case a"Discontinuance of Service), Customerwili purchase at the time ofsuch Discontinuance of Service all affected Nonstandard Merchandise Items then In UniFirst's Inventory(in-service,shelf,as well as any manufacturers supplies ordered for Customers use),paying for same the replacement charges then in effect Customer agrees not to contaminate any Merchandise with asbestos,heavy metals,solvents,inks or other hazardous or toxic substances('contaminants').Customer agrees to pay UnlFlrst for all Merchandise that is lost,stolen,damaged or abused beyond repair,As a condition to the termination of this Agreement,for whatever reason,Customer will return to UniFlrsl all standard Merchandise in good and usable condition or pay for same at the replacement charges then in effect. OBLIGATIONS AND REMEDIES.If Customer breaches or terminates this Agreement before the expiration date for any reason(other than for UnlFirst's failure under the performance guarantee described above),Customer wig pay UniFkst,as liquidated damages and not as a penally(the parties acknowledging that actual damages would be difficult to calculate with reasonable certainly)an amount equal to 50 percent of the average weekly amounts invoiced in the preceding 26 weeks,multiplied by the number of weeks remaining In the current term.These damages will be in addition to all other obligations or amounts owed by Customer to UniFirsl.Including the return of Standard Merchandise or payment of replacement charges,and the purchase of any Nonstandard Merchandise Items as set forth herein. 3 This Agreement shall be governed by Massachusetts taw(exclusive of choice of law).If a dispute arises from or relates in any way to this Agreement or any alleged breach a thereof at any time,the parties will first attempt to resolve the claim or dispute by negotiation at agreed times)and location(s).All negotiations are confidential and will be treated as settlement negotiations.Any matter not resolved through direct negotiations within 30 days shall be resolved exclusively by final and binding arbitration,conducted 4 in the capital city of the stale where Customer has its principal place of business(or some other location mutually agreed);pursuant to the Expedited Rules of the Commercial Arbitration Rules of the American Arbitration Association;and,governed by the Federal Arbitration AG,to the exclusion of state law Inconsistent therewith.The parties will agree upon one(1)Arbitrator to settle the controversy or claim.The successful or substantially prevailing party in any proceeding,including any appeals thereof(as determined by the l Arbitrator/court)shall recover all of its costs and expenses including,without limitation,reasonable attorney fees,witness fees and discovery costs,all ofwhich shall be included In and as a part of the judgment or award rendered hereunder.This provision forArbttration Is specifically enforceable by the parties;the Arbitrator shall have no power to vary or ignore the provisions hereof;and,the derision of IheArbitratorin accordance herewith,may be entered in any court havingjudsdidion thereof.Customer acknowledges that, with respect to all such disputes,it has voluntarily and knowingly waived any right it may have to a jury trial or to participate in a class action or class litigation as a representative of any other persons or as a member of any class of persons,or to consolidate its claims with those of any other persons or class of persons.If this prohibition against class litigation Is ruled to be unenforceable for any reason in any proceeding,then the prohibition against class litigation shall be void and of no force and effect in that proceeding. MISCELLANEOUS,The parties agree that this Agreement represents the entire agreement between them.In the event Customer issues a purchase order to UniFlrsl at any time,none of the standard pre-printed terms and conditions therein shall have any application to this Agreement,or any transactions occurring pursuant hereto or thereto. UniFlrsl may,in its sole discretion,assign this Agreement Customer may not assign this Agreement without the prior written consent of UNFirst.Customer agrees that in the event if sells or transfers its business,it will require the purchaser or transferee to assume all obligations and responsibilities under this Agreement,provided that such assumption shall not relieve Customer of its liabilities hereunder,and provided further that any failure by a purchaser or transferee to assume this Agreement shall constitute a e breach and early termination of thfsAgreement resulting in the obligation to pay all amounts on account thereof as set forth in thisAgreemenL Nellherpady will be liable for any incidental,consequential,special or punitive damages.in no event shall UNFlrst's aggregate liability to Customerfor any and all claims exceed the sum of all amounts actually paid by Customer to UniFirst.in the event any portion of this Agreement is held by a court of competent jurisdiction or by a duly appointed arbitrator to be unenforceable,the balance will remain in effect.All written notices provided to UnlFlfsl must be sent by carUfied mail to the attention of the Location Manager.In Texas and certain other locations, UnlFirst's business is conducted by,and the term"UniFirst"as used herein means,UNFirst Holdings,Inc.d.b.a.UniFirst. ACCEPTED. Customer Signature Dale (1 have read and agree to all of the above Terms.) r MRH NORTH RICHLAND HILLS GOVERNMENT CONTRACT AND PURCHASING RIDER FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS,TEXAS By submitting a response to a solicitation or bid, or by entering into a contract for goods or services and/or by accepting a purchase order, the Contractor, Consultant, Vendor, or other party identified below(collectively"Contractor'), agrees that the terms and conditions herein shall govern all agreements with the City unless otherwise agreed to by a specifically executed provision within the contract or purchase order, provided same is permissible by law. The terms are conditions herein are BINDING and SUPERSEDE any and all other terms and conditions whether oral or written in any separate agreement or found on Contractor's website or other electronic platform. APPLICATION. This GOVERNMENT CONTRACT AND PURCHASING RIDER FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS, TEXAS("Government Rider")applies to,is considered a part of,is incorporated into,and takes precedence over any conflicting provision in,or attached to,the Response to Solicitation or Bid,Contract or Purchase Order,Agreement for Purchase or Sale,Standard Terms and Conditions,Quote,Invoice,or other applicable agreement of the Contractor(collectively the"Agreement"),to which this Government Rider is attached and described as follows: Title of Agreement with Additional Terms:;Customer Service Agreement i Legal Name of Cooperative Contractor:) Unifirst Corporation j Legal Name of Third-Party Contractor(if applicable)(if not applicable enter N/A):1 N/A Description of Goods or Services("Goods or Services"):i Uniforms and accessories Cooperative Agreement:) BuyBoard 670-22 Total Contract Price:$1 $135,000.00 I. Notwithstanding any language to the contrary in the attached Agreement between Contractor and the City of North Richland Hills("City"),individually referred to as a"parry"and collectively referred to as the"parties,"the parties stipulate by evidence of execution of this Government Rider below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Government Rider below shall be applicable to and shall modify and supersede the Agreement as set forth below: SECTION 1. TIME FOR PAYMENT AND INTEREST. The City's payments under the Agreement, including the time of payment and the payment of interest on overdue amounts,are subject to Chapter 2251 of the Texas Government Code. Payment shall be due within thirty(30)days of(i)the date of the City's receipt of the goods under the Agreement;(ii)the date the performance of the services under the Agreement are completed;or(iii)the date the City receives an invoice for the goods or services,whichever is later. Interest on any overdue payment shall not exceed 1%plus the prime rate as published by the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday.The City reserves the right to modify any amount due to the Contractor presented by invoice to the City if necessary to conform the amount to the terms of the Contract,the Texas Government Code or this Government Rider.To the extent the Agreement requires the City to agree to a higher rate of interest than allowed by law, or to incur penalties or late fees prior to 30 days before receipt of invoice or services, any such requirements shall be null and void, are hereby deleted from the Agreement and shall have no force or effect. SECTION 2.INDEMNIFICATION;LIABILITY;NO FUTURE DEBT. 2.1 Multiyear Contracts. If the NRH City Council does not appropriate funds sufficient to make any payment for a fiscal year after the City's fiscal year in which the Agreement becomes effective,and there are no proceeds available for payment from the sale of bonds or other debt instruments,then the Agreement shall automatically terminate at the end of the fiscal year for which funds were appropriated,in accordance with Section 5,Article XI of the Texas Constitution.The City shall have the right to terminate the Agreement at the end of any City fiscal year,without any penalty to the City,if the City Council does not appropriate sufficient funds to continue the Agreement to the next fiscal year.The City shall provide Contractor with as much advance written notice of such termination as is reasonably possible,but not less than thirty(30)days. 2.2 No Future Debt. In compliance with Section 5,Article XI of the Texas Constitution, all payment obligations of the City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable during the Term of the Agreement, or in any renewal year of the Agreement, the City shall have the right to terminate the Agreement, except for those portions of funds which have been appropriated prior to termination. To the extent the Agreement requires the City to agree to the creation of future debt for which funds are not appropriated, any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. 2.3 INDEMNIFICATION AND LIABILITY.CONTRACTOR SHALL BE LIABLE FOR,AND SHALL INDEMNIFY AND HOLD THE CITY ITS OFFICERS, AGENTS, EMPLOYEES,VOLUNTEERS,AND REPRESENTATIVES(collectively"CITY INDEMNITEES")HARMLESS FROM ANY INJURY, LOSS OR DAMAGE DUE TO,OR ARISING OUT OF,THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF CONTRACTOR.TO THE EXTENT THE AGREEMENT REQUIRES THE CITY TO INDEMNIFY, DEFEND AND/OR HOLD CONTRACTOR OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, VOLUNTEERS, OR REPRESENTATIVES (collectively the "CONTRACTOR INDEMNITEES") HARMLESS,THE CITY SHALL NOT BE REQUIRED TO DEFEND ANY CONTRACTOR INDEMNITEE UNDER THE AGREEMENT AND THE CITY SHALL ONLY INDEMNIFY OR HOLD ANY INDEMNITEE HARMLESS TO THE EXTENT PERMITTED BY APPLICABLE LAW,AND ONLY TO THE EXTENT SUCH INJURY, LOSS, OR DAMAGE IS DUE TO THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF THE CITY.THE CITY SHALL NOT BE UNDER ANY OBLIGATION TO CREATE ANY SINKING FUND TO SATISFY ANY OBLIGATION TO INDEMNIFY UNDER THE AGREEMENT.NOTWITHSTANDING ANY OF THE FOREGOING,IN NO EVENT SHALL THE CITY'S LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CITY UNDER THE AGREEMENT FOR THE PREVIOUS TWELVE MONTH PERIOD. IN NO EVENT SHALL Government Contract and Purchasing Rider CA-CONTRACT NO.PUR0006-20220107—Rev 3/7/2022 For Contracts with the City of North Richland Hills,TX Vendor Name:1 Unifirst Corporation Page 1 of 3 EITHER PARTY BE LIABLE FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES UNDER THE AGREEMENT. THIS PROVISION SHALL SUPERSEDE ANY OTHER PROVISION OF CONTRACTOR IN ANY SEPARATE AGREEMENT,TERMS AND CONDITIONS,QUOTE OR INVOICE. SECTION 3.TERMINATION. Notwithstanding Section 2 above, and unless otherwise specifically agreed to by the parties, either party may terminate this Agreement by providing thirty(30)days prior written notice of such termination to the other party. Termination pursuant to this Section shall not relieve the Contractor of any obligation or liability that has accrued prior to cancellation. City shall pay Contractor for any services performed up to the effective date of such termination. This Agreement is subject to termination,without penalty,at any time the City deems the Contractor to be non-compliant with contractual obligations.Unless otherwise specifically agreed to by the parties in writing,to the extent the Agreement requires the City to (i) agree to a shorter termination period than thirty (30) days; (ii) agree to automatic renewals not included as a part of the "Term of the Agreement"listed above in this Government Rider;or(iii)incur a termination penalty,any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 4. INSURANCE. The City is a Government entity under the laws of the state of Texas, and pursuant to Chapter 2259 of the Texas Government Code,"Self-Insurance by Government Units,"the City is self-insured and therefore is not required to purchase insurance.The City shall not be required to purchase an insurance policy under this Agreement.Any such requirement in the Agreement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect.The City will provide a letter of self-insured status as requested by Contractor. SECTION 5. CONFIDENTIALITY. The City is a Government entity under the laws of the State of Texas and all documents or information held or maintained by the City are subject to disclosure under the Texas Public Information Act,Chapter 552 of the Texas Government Code(the"Act").To the extent any provision in the Agreement attempts to prevent the disclosure of information that is subject to public disclosure under federal or Texas law, including any provision that prohibits disclosure of the terms and conditions of the Agreement, such provision is invalid. Any such requirement in the Agreement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 6. TAX EXEMPTION. The City shall not be liable to Contractor for any federal, state or local taxes for which the City is not liable by law, including state and local sales and use taxes, pursuant to Section 151.309 of Title 3,Texas Tax Code,and federal excise tax,pursuant to Subtitle D of the Internal Revenue Code.Accordingly,those taxes shall not be added to any goods or services under the Agreement.The City shall furnish a copy of the applicable tax exemption certificate upon request from Contractor. If the City is billed for any taxes not in compliance with this Section 6,the City shall be authorized to remit payment less the taxes imposed. SECTION 7.GOVERNING LAW AND VENUE.This Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and the state of Texas,exclusive of conflicts of laws provisions.Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent this Agreement is required to be governed by any state law other than Texas or venue in any jurisdiction other than Tarrant County, any such requirement in the Agreement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 8.ATTORNEYS'FEES;PENALTIES;LIQUIDATED DAMAGES:The City shall only be liable for attomeys'fees for breach of this Agreement to the extent such attorneys' fees are reasonable and necessary and equitable and just as authorized by Section 271.153 of the Texas Local Government Code. To the extent the attached Agreement requires the City to pay attorneys' fees for any action contemplated or taken, or to incur penalties or liquidated damages in any amount not authorized by Section 271.153,any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 9. SOVEREIGN IMMUNITY. Nothing in the Agreement, or herein in this Government Rider, constitutes a waiver of the City's sovereign immunity.To the extent the Agreement requires the City to waive its rights or immunities as a government entity, any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 10.ASSIGNMENT.To the extent the Agreement addresses the right to assign any rights or interest in the Agreement to another party,such right of assignment shall be reciprocal,and neither party shall have the right to assign or transfer any of its rights or interests in the Agreement without the express prior written consent of the other party.Notwithstanding,the Contractor shall have the right to assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or which such entity obtains a majority interest without the consent of the City;however,Contractor shall give the City at least thirty(30)days'written notice of any such assignment or transfer of interest. SECTION 11. RIGHT TO TRIAL BY JURY. The City reserves its right to settle disputes by trial by jury. Any such provision in the Agreement that requires the City to waive its right to a trial by jury shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 12.ALTERNATIVE DISPUTE RESOLUTION. To the extent the Agreement requires all disputes to be resolved by binding arbitration, any such provision shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. Prior to instituting litigation under the Agreement, the parties may agree to mediation upon written mutual consent. Any such mediation shall be governed by the applicable rules of the American Arbitration Association,with mediation being held in Tarrant County, Texas. Each party shall share equally in the costs of the mediator, and shall be responsible for its own attorney's fees and expenses. SECTION 13. LIMITATION ON CLAIMS.Any claim for breach of this Agreement shall be brought within four(4)years in accordance with Texas Civil Practices and Remedies Code Sec. 16.004 and Texas Business and Commerce Code Sec. 2.725. To the extent the Agreement requires a shorter period for limitation on claims,any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 14.FORCE MAJEURE.Either party may terminate this Agreement and shall not be liable for any alleged damages or loss due to failure to perform its obligations under this Agreement if the performance is delayed or canceled by reason of a Force Majeure event,including but not limited to,war;civil commotion; acts of God; inclement weather; Government restrictions, regulations, or interferences; fires; labor strikes; material shortages; lockouts, national disasters; epidemics; pandemics; riots;transportation restrictions; or any other circumstances which are reasonably beyond the control of the party. Government Contract and Purchasing Rider CA-CONTRACT NO.PUR0006-20220107—Rev 3/7/2022 For Contracts with the City of North Richland Hills,TX Vendor Name:; Unifirst Corporation j Page 2 of 3 SECTION 15.RIGHT TO AUDIT.The City shall,until the expiration of three(3)years after final payment under the Agreement,have the right to access and the right to examine and photocopy any directly pertinent books,documents, papers and records,whether electronic or hardcopy(collectively"Records")of Contractor involving transactions under this Agreement to ensure compliance herewith.The City shall have the right to access Contractor's Records during normal working hours and shall provide Contractor with reasonable advance notice of intended audits,but not less than ten(10)business days. SECTION 16. SUCCESSORS AND ASSIGNS. The parties each bind themselves and their successors, executors, administrators and assigns to this Agreement and to all covenants of this Agreement hereafter. SECTION 17. CITY'S LOGO OR MARKS.The City's logo is protected by applicable federal and state copyright and trademark laws.Contractor may not use the City's name in a demeaning,obscene or detrimental manner as determined by the City in its sole discretion,and Contractor shall not use the City's logo in any manner,except as specifically approved by the City in writing. SECTION 18. RIDER CONTROLLING: If any provisions of the attached Agreement, conflict with the terms herein of this Government Rider, are prohibited by applicable law,conflict with any applicable rule,regulation or ordinance of the City,the terms in this Government Rider shall control. By signature below of an authorized representative,the parties hereby accept and agree to the terms and conditions set forth in this Government Rider. CITY OF NORTH RICHLAND HILLS: Unifirst Corporation BY: By: Mark Hindman e City Manager Title Date: Date: ATTEST: By: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: By: Maleshia B.McGinnis City Attorney Government Contract and Purchasing Rider CA-CONTRACT NO.PUR0006-20220107—Rev 3/7/2022 For Contracts with the City of North Richland Hills,TX Vendor Name:I Unifirst Corporation j Page 3 of 3 CERTIFICATE INTERESTED PARTI FORD 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. 2022-919691 UniFirst Corp Haltom City,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 08/08/2022 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. 0006-20220107 Uniforms and accessories 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary UniFirst Corp Haltom City,TX United States X i 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is -z,)2V,CP J 43+�cC and my date of birth is My address is 2900 North Beach St Haltom City_, _TX_ _76111 ,_USA_. (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in t v v ma 4 County, State of �'C r a S ,on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Approve an agreement with Iteris Inc. for cumulative purchases for traffic signal equipment in an amount up to $320,577 using BuyBoard 608-20 and direct purchases from Iteris for sole source products. PRESENTER: Boe Blankenship, Assistant Director of Public Works - Operations SUMMARY: Council is being asked to approve an agreement with Iteris Inc., in an amount up to $320,577 including cumulative payments exceeding the $50,000 purchasing threshold, for traffic signal software and equipment using BuyBoard contract 608-20 and direct purchases from Iteris for sole source products. GENERAL DESCRIPTION: The North Richland Hills Public Works Department has developed a transportation management plan that consists of three components: software, engineering, and equipment. The goal of this plan is to improve traffic signal efficiency, improve vehicular throughput in our key corridors, and reduce response time to malfunctioning traffic signals. The foundational component of this project is the central synchronization software that provides key data storage and remote access to field-installed compatible hardware. Once installed, the system will operate on engineer-designed timing plans that will be the basis for the traffic signal coordination. Staff will be utilizing BuyBoard contract 608-20 and making direct purchases from Iteris, Inc., for sole source products resulting in cumulative purchases under this agreement for the transportation management plan. A purchase made through a cooperative purchasing agreement or a sole source purchase satisfies any state law requirements for competitive bidding. Funding for the purchase is as follows: Traffic Signal Operations $42,402.81 Information Technology $45,149.40 ST 2201 $195,550.00 ST2004 $11,912.29 ST2102 $25,562.50 Total $320,577.00 IrLp NOKTH KICHLAN HILLS RECOMMENDATION: Approve an agreement with Iteris Incorporated for cumulative purchases of traffic signal software and equipment in an amount up to $320,577 using BuyBoard contract 608-20 and direct purchase from Iteris for sole source products. ard' PFCouperativePurchasing P 0. Box 400 Austin, TX 78767-0400 60tt.696.2.91.9 1 612.467.tt222 / 6'ax:606'.211,6464 buyboard.coni April 29, 2020 Sent Via Email: jgd@iteris.com John Drake Iteris, Inc. 1700 Carnegie Avenue, Ste 100 Santa Ana, CA 92705 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative Award Proposal Name and Number: Highway Safety and Traffic Control Products, Proposal No. 608-20 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal.The contract is effective 6/1/2020 through 5/31/2021, 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. 608-20 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 email the order info@buyboard.com 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, Ir 7( - Arturo Salinas Department Director, Cooperative Procurement v.6.5 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- the Local Covefwu)eW rlui hasi;dy Cooperative Js earl reed bye yfte Tee ds AsTsoci,,N r of Sdwov Bo"'rajs, , � exas P ��arr�,��af f ey��e, ye�� AsFa�slora ref Cr�uraYre,, ara�YlP7e�exat.,��sv�,i�ftr�r�aP '�an��J�dr�aa�'rasPaaPaas. DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn PROPOSER'S AGREEMENT AND SIGNATURE Proposal Name: Highway Safety and Traffic Proposal Due Date/Opening Date and Time: Control Products November 7, 2019 at 4:00 PM Location of Proposal Openinci: Texas Association of School Boards, Inc. BuyBoard Department Proposal Number: 608-20 12007 Research Blvd. Austin, TX 78759 Anticipated Cooperative Board Meetinu Date: Contract Time Period: June 1, 2020 through May April 2020 31, 2021 with two (2) possible one-year renewals. Iteris, Inc. October 11 , 2019 Name of Proposing Company Date 1700 Carnegie Avenue, Ste 100 .. Street Address Sign re of Authorized Company Official Santa Ana, CA, 92705 Scott Carlson City, State, Zip Printed Name of Authorized Company Official 949-270-9578 Vice President/Assistant GM, Western Region Telephone Number of Authorized Company Official Position or Title of Authorized Company Official 95-2588496 -------------------------- Fax Number of Authorized Company Official Federal ID Number Page 8 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUDoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn VENDOR CONTACT INFORMATION Name of Company: Iteris, Inc. Vendor Proposal/Contract Contact Name: John_Drake Vendor Proposal/Contract Contact E-mail Address: jgd aO iteris.Corn -- Vendor Contact Mailing Address for Proposal/Contract Notices. 6 Indian Meadows Dr. , #420 Round Rock, TX 78665 Company Website: www.iteris.corn Purchase Orders: 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 and provide the requested information: x❑ I will use the internet to receive purchase orders at the following address: Purchase Order E-mail Address: RS-Sales-Support@iteris.com Purchase Order Contact: Marilyn Holden -- Phone: 949-270-9615 ------------------- ------------- Alternate Purchase Order E-mail Address: clr@iteris.corn Alternate Purchase Order Contact: C h e ry I Rea I i Phone 949-270-9554 ❑ 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. Request for Quotes ("RFO"): Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: RFQ E-mail Address: lgd iteris.com —_--_— RFQ Contact: John Drake Phone: 512-592-9567 Alternate RFQ E-mail Address: naa iteris.corn—_------__------_Alternate RFQ Contact: Nader Ayoub ------- phone: 1 2-913-8000------ Page 10 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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: Please choose only one (1) 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:P.O. Invoice Mailing address: r •O• BOX 842123 Department: City: Los Angeles State: CA_ _ _ Zip Code: 90084_2123_ Contact Name: Phone: Invoice Fax: Invoice E-mail Address: Alternative Invoice E-mail Address: ❑ In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent": Billing agent Mailing address: Department: City: State: Zip Code: Billing Agent Contact Name: _ _ _ Phone: Billing Agent Fax: _ Billing Agent E-mail Address: Alternative Billing Agent E-mail Address: **If Vendor authorizes a billing agent to receive and process service fee invoices, in accordance with 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 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn FELONY CONVICTION DISCLOSURE AND DEBARMENT CERTIFICATION FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History 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 N) 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. Iteris, Inc. --------- Company Name--------- Scott Carlson - --------- ---------------------- Sign ure of Authorized Company Official Printed Name DEBARMENT CERTIFICATION 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. I te_ris, Inc. Company Name _ Scott Carlson ------------- ---------------------- �ignature of Authorized Company Official Printed Name Page 12 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn RESIDENT/NONRESIDENT CERTIFICATION 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 11nonresident" 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 N) one of the following: ❑ I 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): Iteris, Inc. 1700 Carnegie Avenue, Suite 100 ----------------------------- -------------------------- Company Name Address Santa Ana _ CA 92705 ------------------------- - -------- ---------------- 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 x❑ No B. What is the prescribed amount or percentage? $—_----_— or—_---___% VENDOR EMPLOYMENT CERTIFICATION 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 N) one of the following: ❑ Yes x❑ No 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. Iteris, Inc. ----------------------- Company Name Scott Carlson - --------- ------------------ Signctlrure of Authorized Company Official Printed Name Page 13 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn NO ISRAEL BOYCOTT CERTIFICATION Effective September 1, 2017, as amended effective May 7, 2019 (H.B. 793), a Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees 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). Accordingly, this certification form is included to the extent required by law. "Boycott Israel" means 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'T 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. Iteris, Inc. ----------------------- Company Name rl Scott Carlson ------ -------------------- Signa e oT Authorized Company Official Printed Name Note: If Vendor does not wish to make this certification, return the blank form in lieu of a completed certification. NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION 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. Iteris, Inc. ------------------------ Company Name Scott Carlson Sig nat uthorized Company Official Printed Name Page 14 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION 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 N) 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: x❑ 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. Iteris, Inc. -------------------- Company Name Scott Carlson Printed me --------------- Sig re of Authorized Company Official Page 15 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION 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 procurement 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.com/Vendor/Resources.asDx, 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 member 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. Iteris, Inc. ---------------------------- Company Name Scott Carlson ----- --------------------- Signat o uthorized Company Official Printed Name October 11 , 2019 Date Page 16 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn DEVIATION AND COMPLIANCE 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(-/) one of the following_ ■❑ NO; Deviations ❑ Yes; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INFORMATION: 1. Shipping Via: ❑■ Common Carrier ❑ Company Truck ❑ Prepaid and Add to Invoice ❑ Other: Standard courier or package delivery(UPS, FedEx, etc.) 2. Payment Terms: ❑■ Net 30 days ❑ 1% in 10/Net 30 days ❑ Other: 3. Number of Days for Delivery: 30-445ARO 4. Vendor Reference/Quote Number: 608-20 _--_--__- 5. State your return policy: NA 6. Are electronic payments acceptable? ■❑Yes ❑ No 7. Are credit card payments acceptable? ❑Yes ❑■ No Iteris, Inc. ----------------------- Company Name Scott Carlson Signature Authorized Company Official Printed Name Page 17 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn LOCATION / AUTHORIZED SELLER LISTINGS 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. ------------------------------ Company Name --------------------------------- Address ---------------------- --------------- ----------- City State Zip ------------------------- -------------------- Phone Number Fax Number ------------------ Contact Person ------------------------------ Company Name ------------------------- Address ---------------------- --------------- ----------- City State Zip ------------------------ ----------------------- Phone Number Fax Number ------------------ Contact Person Page 18 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn MANUFACTURER DEALER DESIGNATION 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. ------------------------------------------------------------ Designated Dealer Name ------------------------------------------------------------- Designated Dealer Address ---------------------- --------------- ----------- City State Zip ------------------------ ----------------------- Phone Number Fax Number ------------------------ ------------------------------ Email address Designated Dealer Tax ID Number* (*attach W-9) ----------------------------------------------------------- Designated Dealer Contact Person ------------------------ ---------------------------- Your Company Name Signature of Authorized Company Official Page 19 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard,corn TEXAS REGIONAL SERVICE DESIGNATION 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 must 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. Re'gio,nal Education Service Centers I will service Texas Cooperative members statewide. .f,.,. ❑ I will not service Texas Cooperative members � '2 statewide. I will only service members in the regions checked below: �= Reuion Headuuarters ° � � ❑ 1 Edinburg �' , �� � ❑ 2 Corpus Christi " r� �� ❑ 3 Victoria �..�. .,. � ''` x'� ❑ 4 Houston ' ❑ 5 Beaumont 1 ❑ 6 Huntsville , � % Kilgore ❑ 7 ti " ❑ 8 Mount Pleasant "._`° 20 ❑ 9 Wichita Falls r ° ❑ 10 Richardson ❑ 11 Fort Worth ❑ 12 Waco _i ❑ 13 Austin .J 9� ❑ 14 Abilene ❑ 15 San Angelo �� '""'" ❑ 16 Amarillo Iteris, Inc. ❑ 17 Lubbock ❑ 18 Midland Company Name ❑ 19 El Paso ❑ 20 San Antonio Sign ure of Authorized Company Official Scott Carlson ❑ I will not service members ------------------------- Printed Name of the Texas Cooperative. Page 20 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.corn 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: Page 21 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn STATE SERVICE DESIGNATION 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 complete 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 (-/) all that apply: ❑ I will service all states in the United States. ❑■ 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 ❑ 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 22 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.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. Iteris, Inc. Company Name Scott Carlson - ---------- -------------------- Sign ure of Authorized Company 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: Page 23 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT 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's awards Vendor a contract under this Proposal Invitation ("Underlying Award', the National Purchasing Cooperative ("National Cooperative's 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's, 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.05.31.2019 Page 24 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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. Iteris, Inc. 608-20 ------------------------- ------------------------- Name of Vendor Proposal Invitation Number Scott Carlson Sig re of Authorized Company Official Printed Name of Authorized Company Official October 11 , 2019 -------------------- Date Proposal Forms COMM/SVCS v.05.31.2019 Page 25 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn FEDERAL AND STATE/PURCHASING COOPERATIVE EXPERIENCE 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: $__ __. (The period of the 12 month period is J______). 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. CURRENT FORMER VENDOR (Y/N)? — AWARDED PURCHASING VENDOR? • •D GROUPD•• •• 1. Federal General Services Administration 2. T-PASS (state of Texas) 3. OMNIA Partners 4. Sourcewell (NIPA) 5. E&I Cooperative 6. Houston-Galveston Area Council (HGAC) 7. Choice Partners 8. The Interlocal Purchasing System (TIPS) 9. Other ■❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUYBOARD 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(%): �0 Proposed Discount(%): 10 Explanation: NA Proposal Forms COMM/SVCS v.05.31.2019 Page 26 of 63 DZUDoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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. Iteris, Inc. ----------------------------- Company Name Scott Carlson - -------- ------------------- Signatilre of Authorized Company Official Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Page 27 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard,corn GOVERNMENTAL REFERENCES 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 comparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entity Name Contact Phone# Email Address Discount Volume 1 City of Allen Scotty Stewart 214-509-3164 sstewart@cityofallen.org none na Z. City of San Marcos Nina Zou nzou sanmarcostx. ov -------------�----- 512=393-8034 ------p�-----g---- none--------na 3, ---- City of Cedar Park Jeremy Connor 512-740-5852 jeremy.connor@cedarparktexas.gov ov none na Y�connor@ parktexas.9 City of Waco Billy Dehart 254-749-4087 none 4.---------------------------- bill�at7wacotx�c. ov-----------------na -- 5. City of Br an Eddie Lovato 979-218-2302 mlovato@bryantx.gov none na Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower prices) than indicated? YES ❑ NO ❑x If YES, please explain: By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. Iteris, Inc. ----------------------------- Company Name Signature of Authorized Company Official Scott Carlson ------------------------------ Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Page 28 of 63 DZUDoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn MARKETING STRATEGY 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. (EA ample:, Explain how your company will initially inform Cooperative nembetss of your BuyBoard contract, and how you will continue to support'the BuyBoard for the duration of the contract period.) Attach additional pages if necessary. If accepted, Iteris will announce the product award and offering to all municipal customers via email, and face-to-face customer meetings. Iteris, Inc. Company Name Name Signature of Authorized Company Official Scott Carlson ----------------------------- Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Page 29 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com CONFIDENTIAL/PROPRIETARY INFORMATION A. Public Disclosure Laws All 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&J one of the following: ❑E NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. YES, 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: -------------------------------------------------------------- (Attach additional sheets if needed.) Proposal Forms COMM/SVCS v.05.31.2019 Page 30 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com B. Copvriuht Information Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check(i/,)one of the following: ❑E 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 "YES", identify below the specific documents or pages containing copyright information. Copyright Information: _--_—_— ------------------------------------------------------------ (Attach additional sheets if needed.) C.Consent to Release Confidential/Proprietary/Copvriuht Information to BuyBoard Members 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. Iteris, Inc. ------------------------ Company Name Sign ure of Authorized Company Official Scott Carlson__________ Printed Name October 11 , 2019 ----------------------- Date Proposal Forms COMM/SVCS v.05.31.2019 Page 31 of 63 DZUDoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com VENDOR BUSINESS 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: Iterls, Inc__ (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&j one of the following_ Type of Business: Individual/Sole Proprietor Corporation x __ Limited Liability Company Partnership Other If other, identify State of Incorporation (if applicable): Delaware Federal Employer Identification Number: 95-2588496 (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: Ifdifterent 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.) Iteris, Inc. Proposal Forms COMM/SVCS v.05.31.2019 Page 32 of 63 W'W9 Request r r Fo to e Farm.October01 Identification r and Certification requenWir.DO nut I I I send to the IRS. ln=R"Of thISTeror t 10,60 to wwvvJra6Vav1FbrmW9 for � ..... 1 Nam(as ahown On your Income tax iviturn).Name Is required an this line,do not leave this line blank. 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Other One,I ) CIV ..... - _ ------...w_____.___--------------------, (number, suite no.)Sea Instructions. u rs nameand address(optlonso __ rrfe l _ ..... __.. -_--_______.--------------....__ _________ ________. 6 city,state,and ZIP rode nta Aria CA 92705 _ .................----------------______._..............................._ __ _______________..._,_, �.,,,,,,,.. ,,� .,. __. Uut accountnumbero here(optional) Taw er Id c onNumber— _( yii [ �� •� Enter your TINIn tappropriate provided a then n on II 1 { u . ... U backup withholding.For Individuals,this Is generally your social security number( IJ).Flo�rerrer,for a I alien, proprietor, ientity, t Instructions Part I,later. or ontitles,It Is your employer Identification nu (EIM,If you do not hem a number,on How to got a LLJ ,later. or If the accountIs In more than one n n r line 1. is ..._.._.. ..... _......_ Number To®!m the Floquester fcrr guidelines on whose number to enter. g 5 2 5 8.. S 4 9 6 Cerliffieffdon Under penalties of perjury,I certify that; 1®The number shown on this form Is my oomsct taxpayer Identification number(or I am waitingr a number to be I )®an 2.I am not subWto backup withholdingbecause:(a)I am exemptbackup l In °or )I have not been nallfied by the Internal R nu Service(I that I am subject kup withholding as a resulta failure to report all Interest or dividends,or(a)the IRS has notifiedthat I am no longer subject to backup withholding,and ®I am a U. ®citizen or other U.S.person(defined below): 4®The FATCA co (s)entered on this indicating that I am exempt from FAT FATQA reportingIs correct. Instructions.You mustcram out Itern 2 above If you have been notifled by dhe IRS that you are currandy subjecth of in u have falled to report ail Interest and dividends On your transactions,ftern 2 does not apply,For mortgageInterest ul cn onm u p c,,Y r e1 rl In ivl I t ,al n lye paid. other than Interest and dividends,YOq , gym W I n the cortification,but you must provide your correct TIN.Seetheinstructions for Part IIa later. •�. ,m�.��. tea,. �a �� ... �i r .. ... .......____________ ___ - .,,,n..., m .. .• Sign Sweaters Of � � Here U.S.parson► w Dam► Fora{I099-DIV(dividends,Inclucl ng 14ose from stocks or mutual General Instruion ,om� funds) Section references are to the Internal Revenue Code unitise otherwise noted. a Form 1 Og9®P�ISC(various types of Income.prizes,awards,or grams proceeds) Future devolopmerift.For the lateirt Information about developments •Form 1 (stock or mutual fund salles and certain other Iated to Form W-0 and its Instructions,such as legislation onacted transactions by brokem) after they were published. o to www.1rs.gov1FbrmVM. a Form 1 O from real satifflie transactions) Purpose of Form •Form 1 (merchant card and third network traveractions) An Indlyiduall or entity(Formu r)who Is required to file n ®Form 1 Intsm4 ( u loan l . Information return withIRS must obtain your comed twqmer 1 ®T(tuition) Identification.nu r lwhich your social security number •Form 1 -C(canceled e (SSNQ,Individual taxpayer Identification nu (MN).adoption • o (acquisition Or donsecured taxpayer I I nu b .or I I nu b r I )®to report on an Information rn the amountyou,or other Use FormIf you are a U.S.person Oncluding a resident amount I on an Information u m Examples of Information ).to provide your carrect TIN. returnsinclude,but are nut limited .the following. ff you do not r with a 77 ,you might • o ®I (interest earned or I 'to backup withholding,See What Is l in Cat.No.1 31 .1 D- i DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn EDGAR VENDOR CERTIFICATION (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, 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. 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 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). 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. Proposal Forms COMM/SVCS v.05.31.2019 Page 33 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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 wdola ov. 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 Hours 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. 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. Vendor agrees to comply with the above requirements when applicable. Proposal Forms COMM/SVCS v.05.31.2019 Page 34 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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. 8. 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: 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 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 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. 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of the Simplified Acquisition Threshold, 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/SVCS v.05.31.2019 Page 35 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.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. Vender Certification', YES, I agree or Vender Certification Item No. NO, f;do NOT a ree Initial 1. Vendor Violation or Breach of Contract Terms YES 2. Termination for Cause or Convenience YES 3. Equal Employment Opportunity YES 4. Davis-Bacon Act v E S 5. Contract Work Hours and Safety Standards Act YES 6. Right to Inventions Made Under a Contract or Agreement YES 7. Clean Air Act and Federal Water Pollution Control Act YES 8. Debarment and Suspension YES 9. Byrd Anti-Lobbying Amendment YES 10. Procurement of Recovered Materials YES 11. Profit as a Separate Element of Price YES 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. Iteris, Inc. -------------------------- Company Name ,�� 5;v-,ZauA,_ Signat (5f Authorized Company Official Scott Carlson -------------------------- Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Page 36 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn PROPOSAL INVITATION QUESTIONNAIRE 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's. 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. Iteris, Inc. has been in business for thirty-two years Previous Names: Odetics, Inc., 1969 - 1998; Odetics ITS Inc. 1998 - 2004 2004; Iteris, Inc. 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. Iteris has 8 employees in Texas with over 150 yrs of combined technical experience to service this contract Iteris has over 400 employees nationwide. 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 insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. Iteris Inc is Publiclv traded companvwith an annual revenue of$99 million.____________ Proposal Forms COMM/SVCS v.05.31.2019 Page 37 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn 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. --Nooe 5. 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. ----------------------------------------------------- 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 firm's 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. During the last five years,the lawsuits listed below did or may meet the above criteria.Iteris is currently not a party to any other pending litigation,arbitrations,governmental proceeding or regulatory proceeding involving claims in excess of$100,000 that relate to the performance of Iteris services or products,the outcome of which,in management's opinion,individually would exceed$100,000. 1.2017_12 Lawsuit Mary Cheney vs City of Killeen et al,District Court of Bell County TX cause no.286720-C filed 12/14/2017,Plaintiff:Mary Cheney,Defendants:City of Kileen,Texas Department of -!LaLY4P-QEL fJnn.JJ��''' '.it¶dn ii�it¶eel li Itii�,J�ll]L¢::.:�� iir 111 'Hriln Oin 911WN)'16 �11C➢1CIl�IJIUIl:e�r>���"r1 r -�r.6V4YIC1Lr:ra irpJl�"irra,:��f air¶iiir¶fair �¢ .. JJt�-gd'liyg Il4kirP of siiginall Illights froirni what tlruay had fzaairn opeiratiiirng sliirndao appiroxiiirnatally 10/1/2015(132 dtaycs).Case its Adiiva. 2.Ui.S.IE)Is6irild Court)NesVairirn IENstirild of"TX Austin Il:Nviisloirn case'1:14-mi.970 Ned 10/24/2014 IF"Ilailinhtf:W4/avekoirniix IL..Ii C. IlaafairndtairnL l incIl SaPtllairneint agiraairttuant iiirn the airttuouint of $130 000 was iidnad�t as of 3/15/201 5.---____ By signature below, I certify that the information contained in and/or attached to this Proposal Invitation Questionnaire in response to the above questions is true and correct and that I am authorized by my company to make this certification. Iteris, Inc. --------------------------- Company Name Sig vofM1%uthorized Company Official Proposal Forms COMM/SVCS v.05.31.2019 Page 38 of 63 DZUBoard Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.com REQUIRED FORMS CHECKLIST (Please check(�)the following) x❑ Completed: Proposer's Agreement and Signature x❑ Completed: Vendor Contact Information x❑ Completed: Felony Conviction Disclosure and Debarment Certification x❑ Completed: Resident/Nonresident Certification x❑ Completed: No Israel Boycott Certification xI Completed: No Excluded Nation or Foreign Terrorist Organization Certification xI Completed: Historically Underutilized Business (HUB) Certification) x❑ Completed: Construction Related Goods and Services Affirmation x❑ Completed: Deviation/Compliance x❑ Completed: Location/Authorized Seller Listings x❑ Completed: Manufacturer Dealer Designation x❑ Completed: Texas Regional Service Designation x❑ Completed: State Service Designation xI Completed: National Purchasing Cooperative Vendor Award Agreement x❑ Completed: Federal and State/Purchasing Cooperative Experience x❑ Completed: Governmental References x❑ Completed: Marketing Strategy x❑ Completed: Confidential/Proprietary Information x❑ Completed: Vendor Business Name with IRS Form W-9 x❑ Completed: EDGAR Vendor Certification x❑ Completed: Proposal Invitation Questionnaire x❑ Completed: Required Forms Checklist x❑ Completed: Proposal Specification Form with Catalogs/Price I ists *ratalogslPricellsts must be submitted with proposal response or response w1/l not be considered.? Proposal Forms COMM/SVCS v.05.31.2019 Page 39 of 63 pcBoard- .-P afi'Purch Proposal Invitation No. 608-20-Highway Safety and Traffic Control Products Catalo s Pricelists must be submitted with Proposal or Proposal will not be considered'. NOTE:Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as 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 states"please see attachment sheet,"all manufacturers listed on the attachment sheet must indicate per manufacturer the line item that correlates to Proposal Specification Form or Vendor's proposal may not be considered. Section 1.Highway Equipment,Products,and Supplies State Percent(%) Item of 16iscount off State Name of Exceptions to No. Short bescription Full Description Catalog/Pricelistl Catalog/Pricelists Discount Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Highway 1 Highway Safety Safety Products,Supplies,and Equipment.Catalog/Pricelist MUST % Products,Supplies,and be included or proposal will not be considered. Equipment Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Traffic Control 60&°°20 2 Traffic Control Products,Supplies,and Equipment.Catalog/Pricelist MUST be 1 % Products,Supplies,and included or proposal will not be considered. if.3 Ilf3o lyd Equipment Catalog Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Pavement 3 Pavement Marking Marking Supplies and Eqipment.Catalog/Pricelist MUST be included % or proposal will not be considered. Supplies and Equipment Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Delineation 4 Delineation Products Products and Object Markers.Catalog/Pricelist MUST be included or °/° proposal will not be considered. and Object Markers Discount(%)Off Catalog/Pricelist for Road Please state the discount(%)off catalog/pricelist for Road Signs, ° /° 5 Posts,and Hardware.Catalog/Pricelist MUST be included or proposal Signs,Posts, will not he considered. and Hardware PROPOSAL NOTE PROPOSAL SPECIFICATION FORM 1.Catalogs/Pricelists are required to be submitted with Proposal Page 10 of 63 pcBoard- .-PafirePurch Proposal Invitation No. 608-20-Highway Safety and Traffic Control Products Catalo s Pricelists must be submitted with Proposal or Proposal will not be considered'. State Percent(9/n) Item of biscount off State Name of Exceptions to No: Short bescriptian Full C escrtption +Catalog/Pricelists Catalog/Pricelists Discount Discount(%)Off Catalog/Pricelist far Fire Please state the discount(%)off catalog/pricelist for Fire Hydrants 6 Hydrants and and Accessories.Catalog/Pricelist MUST be included or proposal will not °/° be considered. Accessories Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Wheel Wash 7 Wheel Wash System System(In Ground)/(Above Ground).Catalog/Pricelist MUST be % (In Ground)/(Above included or proposal will not be considered. Ground) Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Locking 8 Locking Systems for Systems for Highway/Safety Products.Catalog/Pricelist MUST be % Highway/Safety included or proposal will not be considered. Products Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Animal Cages, 9 Animal Cages,Traps, Traps,and Accessories for Roads and Highways. % and Accessories for Catalog/Pricelist MUST be included or proposal will not be considered. Roads and Highways Discount(%)Off Catalog/Pricelist for Please state the discount(%)off catalog/pricelist for Herbicides 10 Herbicides and Weed and Weed Control Products for Roads and Highways. % Control Products for Catalog/Pricelist MUST be included or proposal will not be considered. Roads and Highways Discount(%)Off Catalog/Pricelist for Oil Please state the discount(%)off catalog/pricelist for Oil and 11 and Hazardous Hazardous Material Spill Remediation Products and Supplies. % Material Spill Catalog/Pricelist MUST be included or proposal will not be considered. Remediation Products and Supplies PROPOSAL NOTE PROPOSAL SPECIFICATION FORM 1.Catalogs/Pricelists are required to be submitted with Proposal Page 11 of 63 pcBoard- .-P afi'Purch Proposal Invitation No. 608-20-Highway Safety and Traffic Control Products Catalo s Pricelists must be submitted with Proposal or Proposal will not be considered'. State Percent(q/n) Item of biscount off Stag Name of Exceptions to No. Short Description Full Description +Catalog/Pricelistl Catalog/Prieelist:( Discount Discount(%)Off Catalog/Pricelist for All Other Related Please state the discount(%)off catalog/pricelist for All 12 Highway Safety and Other Related Highway Safety and Traffic Control Products. % Catalog/Pricelist MUST be included or proposal will not be considered. Traffic Control Products Discount(%)Off Catalog/Pricelist for Maintenance/Warranty Please state the discount(%)off catalog/pricelist for 13 Agreements far Maintenance/Warranty Agreements for Equipment and Equipment and Systems of Various Brands. Catalog/Pricelist MUST be included or proposal will not be considered. Systems of Various Brands Section II Installation and Repair Service Detailed Exceptions to Item Not to Exceed Information on Hourly Labor No. Short Description Full Description Hourly Labor Rate Hourly Labor hate hate Not to Exceed Hourly Labor Rate for Hourly Labor Rate for Installation/Repair of Highway 14 Installation/Repair of Safety and Traffic Control Equipment and Products--State the Highway Safety and Not to Exceed hourly labor rate for Installation/Repair Service of $ Hour Traffic Control Equipment and Products. Equipment and Products Not to Exceed Hourly Hourly Labor Rate for Weed Control Service for Roads 15 Labor Rate for Weed and Highways--State the Not to Exceed hourly labor rate $ /Hour Control Service for for Weed Control Service of Roads and Highways. Roads and Highways PROPOSAL NOTE PROPOSAL SPECIFICATION FORM 1.Catalogs/Pricelists are required to be submitted with Proposal Page 12 of 63 Page 1 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 � E LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE TXDOT N EMA TS2 16 POSITION GROUND MOUNT CONTROLLER TS2-16-GROUNDMOUNT(TXDOT) CABINET WITH SIEMENS CONTROLLER 1 $13,000.00 $11,700.00' TXDOT N EMA TS2 12 POSITION POLE MOUNT CABINET WITH SIEMENS TS2-12-POLEMOUNT(TXDOT) CONTROLLER 1 $13,000.00 $11,700.00' TACTICS MARC TACTICS SEMARC 1-5 USER 1 $13,889.00 $12,500.10' VECTOR VECTOR DETECTOR ASSEMBLY 1 $3,777.78 $3,400.00' VECTOR-NEXT VECTOR-NEXT DETECTOR ASSEMBLY 1 $3,777.78 $3,400.00 Iteris Vantage Ethernet Communication Module with Quad EDGE-CONNECT view 1 $2,250.00 $2,025.00 VELOCITY SHELF MOUNT W/ANT-SH- Velocity-SM/ant-sh-bkt BKT 1 $2,778.00 $2,500.20 VELOCITY RACK MOUNT W/ANT-SH- Velocity-RM/ant-sh-bk BKT 1 $2,723.00 $2,450.70' Iteris Vantage Edge2 Processor-2 EDGE2-2N-TX Camera Input,24VDC 1 $2,611.11 $2,350.00 OS9 MASTER/LOCAL CONTROLLER 8130-0400-XXX UNIT 1 $2,808.00 $2,527.20' 8132-0000-XXX M60 NEMA LINUX CONTROLLER 1 $2,326.00 $2,093.40' M60 NEMA LINUX CONTROLLER WITH 8132-1900-XXX FSK 1 $2,326.00 $2,093.40' M60 NEMA LINUX CONTROLLER WITH 8132-0300-XXX PORT 3 1 $2,674.00 $2,406.60' 8133-0000-XXX M62 ATC LITE CONTROLLER 1 $2,961.00 $2,664.90' 8133-0004-XXX M62 ATC FULL BLOWN CONTROLLER 1 $3,230.00 $2,907.00' M60 MASTER/LOCAL NEMA LINUX 8132-0400-XXX CONTROLLER 1 $2,809.00 $2,528.10' Iteris Vantage Edge2 Processor-1 EDGE2-IN-TX Camera Input,24VDC 1 $1,834.00 $1,650.60' Composite 8281 Coax,16 AWG Power ISOCBL-1000 Cable,1,000 foot Roll 1 $1,334.00 $1,200.60' Server,Dell with Host Software, Velocity-Server Windows OS 1 $1,112.00 $1,000.80' Page 2 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 � E LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE Iteris-Training(MInQty-1)-Detection System,Vehicle,Training for Installation,Set-Up,and Operations of a VIVDS Intersection,Iteris Part No. Iteris Training(NOTE:Unit price for training will be priced per hour)Video TRAINING Imag 1 $1,112.00 $1,000.80 LENS ADUSTMENT TOOL WITH ADVANCED LAMVIEW MONTITOR 1 $1,112.00 $1,000.80 raffic Signal Installation and CONTROLLER Integration Assistance by Factory INSTALLATION/INTEGRATION Trained Personnel(per day) 1 $1,112.00 $1,000.80' Iteris Vantage Wide Dynamic Range RZ4A-WDR-PAK Color Camera Assembly 1 $1,056.00 $950.40' Iteris Vantage Color Camera Assembly Model CAM-RZ4C-RS 170 Motorized Zoom Lens,115VAC,with power/coax CAM-RZ4C-PAK connector set 1 $834.00 $750.60 Iteris Vantage TS2 Interface Module TS21M-PAK (BIU) 1 $723.00 $650.70 SDLC Comm module for TS1 an SDLC-IM-PAK Caltrans applications 1 $889.00 $800.10 TS1 Input/Output Module Assembly, Output Cable,Input Cable,Extension 1032-PAK Module Cable,and Users Manua 1 $667.00 $600.30 TS2 Card Rack and Power Supply for VIVDS Processors,3 Configurable Slots,Postion 1 Dedicated to Power Supply,Position 2 Dedicated for BIU or VRACK3-TS2-PS Iteris TS2 IM 1 $556.00 $500.40 Iteris Detector Rack with Power VRACK4-TS1-PS Supply for TS1 1 $556.00 $500.40 Flat Rate Charge for Repairs to VIVDS Cameras and/or Processors,Iteris Part No.Edge/Camera RepairVideo Imaging Video Detection System REPAIR (VIVDS) 1 $500.00 $450.00' ITERIS TOOL KIT,STRIPPER,CRIMPER, INSERTION/EXTRACTION TOOL,COAX TURNONKIT STRIPPER,COAX CRIMPER,CUTTER 1 $334.00 $300.60 Iteris Vantage Edge2 Extension EDGE2EM4-PAK Module-4 Channel,24VDC 1 $323.00 $290.70 Iteris Vantage Edge2 Extension EDGE2EM2-PAK Module-2 Channel,24VDC 1 $295.00 $265.50 Page 3 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 � E LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE Iteris Surge Panel with mounting clips SURGEPAN-TX for up to 6 Supressors(SURGEVAN) 1 $167.00 $150.30 Camera Bracket,1-Piece Adjustable Stellar,74"Tube,120"Galv Cable, AS-0175-74-120-PNC Alum 1 $170.00 $153.00 7"Color Monitor,w/BNC connector Lilliput 319GL-70NP (for use with RZ4C cameras) 1 $139.00 $125.10 Camera Bracket,1-Piece Adjustable AS-0175-74-62-PNC Stellar,74"Tube,62"Galy Cable,Alum 1 $160.00 $144.00 12-pin connector with shell(package Deutschconn of 4) 1 $112.00 $100.80 BNC Connector Retrofit Pack of 12(ea includes,1 BNC,Rubber Boot,Grease, BNCRETRO-PAK and Instructions) 1 $73.00 $65.70 Video Surge Supressor with one SURGEVAN FCABLE 1 $56.00 $50.40 Iteris Side of Pole Universal Mount CAMBRKT4 Camera Bracket 1 $78.00 $70.20' Iteris-VRAS(M i nQty-1)-Detection System,Vehicle,Central Control Communications Software for Set-Up VRAS and Monitoring VIVDS Intersections, 1 $6.00 $5.40 Vantage Next CCU unit,1U,supports Next-CCU-Pak up to 2 Next-DVP's,ship kit 1 $2,445.00 $2,200.50 Vantage Next CCU unit,Shelf Mount with embedded processors(No DVP's Next-CCU-SM-TS2-Pak needed),ship kit 1 $8,334.00 $7,500.60 Vantage Next Dual Video Processor, Next-DVP-Pak supports 2 Next-Cam 1 $2,778.00 $2,500.20 Next-Cam-Pak Vantage Next WDR Camera 1 $1,167.00 $1,050.30 4 Cam Vantage Next System,1U-CCU, Next-System-4-Pak 2 Next DVP,4 Next-Cam-BH,ship kit 1 $12,667.00 $11,400.30 4 Cam Vantage Next System,1 Shelf Mount CCU with embedded processors(No DVP's needed),4 Next- Next-System-4-SM-TS2-Pak Cam,ship kit 1 $13,000.00 $11,700.00 Vantage Radius CCU unit,1U,box [Rad-CCU-Pak supports up to 2 Rad-Procs,ship kit 1 $2,445.00 $2,200,50 Page 4 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE Vantage Radius CCU unit,Shelf Mount with embedded processors(No Rad- Rad-CCU-SM-TS2-Pak Procs needed),ship kit 1 $8,334.00 $7,500.60 Vantage Radius Dual Processor, Rad-Prot supports 2 Rad-Sensor 1 $2,611.11 $2,350.00 Rad-Sensor-Pak Vantage Radius Sensor 1 $2,223.00 $2,000.70 4 Sensor Vantage Radius System,11.1 CCU,2 Rad-Prot,4 Rad-Sensor-BH, Rad-System-4-Pak ship kit 1 $16,645.00 $14,980.50' 4 Sensor Vantage Radius System,1 Shelf Mount CCU with embedded processors(No Rad-Prot needed),4 Rad-System-4-SM-TS2-Pak Rad-Sens-BH,ship kit 1 $17,223.00 $15,500.70 Next-Rad-DT Diagnostic tool for Next/Radius 1 $1,000.00 $900.00 1000'spool UV Resistant Cat 5E Bulk Cat5E-Shld-Cable cable for Next/Radius Systems 1 $255.56 $230.00' 8"Color LCD Monitor,1 composite,1 HDMI input for use with Next or Mon-8HDMI Radius 1 $167.00 $150.30 10"Color Monitor,Sunlight Viewable, 2 composite,1 VGA,1 HDMI input for Mon-10LCD-SL use with Next or Radius 1 $473.00 $425.70 Siemens M60 Controller Comm AAD1528813004 Module,Port 3 and FSK 1 $417.00 $375.30' Siemens M60 Controller Comm AAD1528813003 Module,Port 3 1 $195.00 $175.50' Radio mounting bracket(requires AS-3009-120-PNC mast) 1 $107.00 $96.30' SE-0484-74-PNC Radio mounting mast-10' 1 $57.00 $51.30' Ethernet Switch for use with Iteris EdgeConnect,Pegasus or Siemens Controller.Hardened,Managed 11 Port- 2x100/1000/2500FX+1.100/1000FX SFP Ports,8.10/100TX Ports,includes CNGE3FE8MS power supply(SFP's not included) 1 $1,404.00 $1,263.60' Page S of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i to r i s® �����u ����� ������� ��� .f 1700 Carnegie Ave,Suite 100, ,«�"I Santa Ana,CA 92705-5661 g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE 8-Port 10/100/1000Mbps Hardened Managed Ethernet Switch(SFP'S not CNGE8MS/DIN included) 1 $1,105.00 $994.50' Unmanaged Switch,8 Port,100Mbps, CNFE8TX8US 8 Copper,SFP Sold Separately 1 $675.00 $607.50' Battery Backup System(BBU),TxDOT MP-2000E/BATT CAB Approved 1 $5,325.00 $4,792.50' Battery Backup System(BBU),WITH MP-2000E/BATTCAB-GEN GEN INPUT 1 $5,660.00 $5,094.00' 5GHz 802.11AC 300 Mb MIMO Radio with 19db Integrated Antenna,POE VP-58AC-1 and Mount(Gen 2 enclosure) 1 $939.00 $845.10' 5GHz 802.11AC 300 Mb MIMO Radio with 19db Integrated Antenna,Radio, POE and Mount,150'Cat 5E cable(Gen VP-58AC-I-Kit 2 enclosure) 1 $1,012.00 $910.80 5GHz 802.11AC 300 Mb MIMO Connectorized Radio,POE and Mount (Gen 2 enclosure,will require VP-58AC-C antenna) 1 $1,030.00 $927.00' 5GHz 802.11AC 300 Mb MIMO Connectorized Radio,POE and Mount, 150'Cat 5E cable(Gen 2 enclosure,will VP-58AC-C-Kit require antenna) 1 $1,110.00 $999.00 5GHz 802.11AC 300 Mb MIMO Radio with 24 db Integrated Antenna,POE VP-58ACH-1 and Mount(Gen 1 enclosure) 1 $1,348.00 $1,213.20 5GHz 802.11AC 300 Mb MIMO Radio with 24 db Integrated Antenna,Radio, POE and Mount,150'Cat 5E cable(Gen VP-58ACH-I-Kit 1 enclosure) 1 $1,427.00 $1,284.30 5GHz 802.11AC 300 Mb MIMO Connectorized Radio,POE and Mount (Gen 1 enclosure,will require VP-58ACH-C antenna) 1 $1,189.00 $1,070.10 5GHz 802.11AC 300 Mb MIMO Connectorized Radio,POE and Mount, 150'Cat 5E cable(Gen 1 enclosure,will VP-58ACH-C-Kit require antenna) 1 $1,268.00 $1,141.20 5GHz 802.11AC 300 Mb MIMO Radio with 20db Integrated Antenna,POE VP-58ACL-I and Mount(Gen 1 enclosure) 1 $1,189.00 $1,070.10 Page 6 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i Vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE 5GHz 802.11AC 300 Mb MIMO Radio with 20db Integrated Antenna,Radio, POE and Mount,150'Cat 5E cable(Gen VP-58ACL-l-Kit 1 enclosure) 1 $1,306.00 $1,175.40 5GHz 802.11AC 300 Mb MIMO TwistPort Radio,POE and Mount(will VP-58AC-TP require antenna) 1 $1,224.00 $1,101.60 5GHz 802.11AC 300 Mb MIMO TwistPort Radio,POE and Mount,150' VP-58AC-TP-Kit Cat 5E cable(will require antenna) 1 $1,306.00 $1,175.40 5GHz 802.11AC 150 Mb MIMO Connectorized Radio,POE and Mount (Gen 2 enclosure,will require VP-24N-C antenna) 1 $872.00 $784.80 Connectorized Radio,POE and Mount, 150'Cat 5E cable(Gen 2 enclosure,will VP-24N-C-Kit require antenna) 1 $951.00 $855.90 Dual Pol 5.8GHz 24 db Panel Antenna, AT-PD58231388-ARC Mount,2xN F Connector 1 $276.00 $248.40 Dual Pol 5.8GHz 20 db Panel Antenna, AT-PD5820B88-ARC Mount,2xN F Connector 1 $128.00 $115.20 5.8 GHz 21 db ADJ DUAL POL Sector AT-21SEVAR-58D Antenna,Mount,2X NFCONNECTOR 1 $250.00 $225.00 5.8 GHz 18 db ADJ DUAL POL Sector AT-18SEVAR-58D Antenna,Mount,2X NFCONNECTOR 1 $146.00 $131.40' 5.8 GHz 17 db 90 Deg Dual Pol Sector AT-17SE90-58CC Antenna,Mount,SMA Connector 1 $241.00 $216.90 5.8 GHz 19 db 60-120 Deg Dual Pol Sector Antenna,Mount,SMA AT-V5GTI-D Connector 1 $424.00 $381.60 5.8 GHz 18 db 30 Deg Dual Pol Horn SH-CC-5-30 Sector Antenna,Mount,N Connector 1 $407.00 $366.30' 5.8 GHz 18 db 30 Deg Dual Pol TwistPort Horn Sector Antenna, SH-TP-5-30 Mount 1 $278.00 $250.20' Page]of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i Vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE 5.8 GHz 14 db 60 Deg Dual Pol Horn SH-CC-5-60 Sector Antenna,Mount,N Connector 1 $407.00 $366.30' 5.8 GHz 14 db 60 Deg Dual Pol TwistPort Horn Sector Antenna, SH-TP-5-60 Mount 1 $241.00 $216.90' 5.8 GHz 10 db 90 Deg Dual Pol Horn SH-CC-5-90 Sector Antenna,Mount,N Connector 1 $407.00 $366.30' 5.8 GHz 14 db 90 Deg Dual Pol TwistPort Horn Sector Antenna, SH-TP-5-90 Mount 1 $204.00 $183.60' 5.8 GHz 27 db 550mm Dual Pol AT-ULD5-550 TwistPort Dish Antenna,Mount 1 1 $239.00 $215.10 5.8 GHz 24 db 400mm Dual Pol AT-ULD5-400 TwistPort Dish Antenna,Mount 1 $184.00 $165.60 5.8 GHz 24 db Dual Pol TwistPort Horn AT-ULH5-24 Antenna,Mount 1 $739.00 $665.10 2.4GHz 5 db Omni Antenna,SMA AT-5SBX-24 connector 1 $19.00 $17.10 2.4GHz 10 db Omni Antenna,SMA AT-10OM-24D connector 1 $350.00 $315.00 5.8GHz 10 db Omni Antenna,SMA AT-10OM-58D connector 1 $239.00 $215.10 NC-1FT 1 FT INDOOR CATS PATCH CABLE 1 $8.00 $7.20 NC-5FT 5 FT INDOOR CATS PATCH CABLE 1 $11.00 $9.90' 150 FT OUTDOOR UV RATED CATS NC-15OFT-ODS SHIELDED PATCH CABLE 1 $101.00 $90.90' Page 8 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i Vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE 50 FT OUTDOOR UV RATED CATS NC-50FT-ODS SHIELDED PATCH CABLE 1 $61.00 $54.90' 1000 FT OUTDOOR RATED CATS BC-CATS-1000S SHIELDED BULK CABLE(For Radios) 1 $253.00 $227.70 GROUNDED RJ45 CRIMP CONNECTOR AD-CON-100-S 100 PACK 1 $91.00 $81.90 PT-RSMAM-NM1 1 METER LMR240 SMA TO NM CABLE 1 $33.00 $29.70 Page 9 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 ° � LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE PT-RSMAM-NM3 3 METER LMR240 SMA TO NM CABLE 1 $61.00 $54.90' 18 VOUT POE SUPPLY FOR MUNI PE-18VS UNITS+SURGE 1 $45.00 $40.50 18 VOUT GIGE POE SUPPLY FOR MUNI PE-18VS-G UNITS+SURGE 1 $111.00 $99.90 RE COAXIAL LIGHTNING PROTECTOR 2- AT-SRG6 6 GHZ 1 $51.00 $45.90 AD-NM-RF 50 OHM NMALE DUMMY LOAD 1 $21.00 $18.90 OUTDOOR RE WEATHERPROOFING KIT AT-SEAL BUTYL TAPE 1 $45.00 $40.50 ARTICULATING MOUNTING BRACKE MT-BR0701S01-ARC KIT 1 $51.00 $45.90 TACTICS 30 TACTICS CENTRAL 1-30 1 $33,708.00 $30,337.20, TACTICS 50 TACTICS CENTRAL 1-50 1 $61,798.00 $55,618.20 TACTICS 100 TACTICS CENTRAL 1-100 1 $84,270.00 $75,843.00 TACTICS ENTERPRISE TACTICS CENTRAL 1-400 1 $121,348.00 $109,213.20 TACTICS-VIEW UPLOAD/DOWNLOAD 1 $2,106.00 $1,895.40 SMART CYCLE INDICATOR SYSTEM(4 SBI-SYS-4 LIGHT SYSTEM) 1 $2,045.00 $1,840.50' SMART CYCLE INDICATOR SYSTEM(3 SBI-SYS-3 LIGHT SYSTEM) 1 $1,818.00 $1,636.20' SMART CYCLE INDICATOR SYSTEM(2 SBI-SYS-2 LIGHT SYSTEM) 1 $1,591.001 $1,431.90 SMART CYCLE INDICATOR SYSTEM(1 SBI-SYS-1 LIGHT SYSTEM) 1 $1,364.00 $1,227.60 Page 10 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 � E LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE IR807G-LTE-NA-K9 807 Low-power Industrial ISR,4G/LTE multimode for AT&T N.America 1 $1,475.56 $1,328.00 FW-WP7500-LY Additional FW for WP7500 1 $0.00 $0.00 810 Series Advance Security Software SL-810-ADVSEC 1 License $0.00 $0.00 810 Series Advance IP Services License SL-810-AIS 1 $0.00 $0.00 S807UK9-15803M Cisco IR807 IOS UNIVERSAL 1 $0.00 $0.00 FW-WP7504-AT FW for WP7504 AT&T 1 $0.00 $0.00 Cisco Config Pro Express on Router IR-CCP-EXP Flash 1 $0.00 $0.00 Cisco ONE PI Device License for LF,AS, Cl-PI-LEAS-ISR-K9 &IWAN App for ISR 1 $0.00 $0.00 Cisco ONE IoTFND device license for Cl-IOTFN D-I R800 1 managing IR 800 $0.00 $0.00 Tracker PID v03 End Perpetual IR8X9- C1F1VIR8X9-03 1 no delivery $0.00 $0.00 C1F1PIR8X9 Cisco ONE Foundation Perpetual IR 1 8X9 $142.22 $128.00 Single Unit antenna Extension Base(10 4G-AE010-R foot cable included) 1 $150.75 $135.68' IR807-DINRAIL Din Rail kit for the IR807 1 $14.22 $12.80 Vertical mounting Din Rail kit for the IR807-VM-DINRAIL IR807 1 $42.67 $38.40 Console Cable 6ft with USB Type A and IR-CAB-CON-USB 1 mini-B $21.33 $19.20 3 in 1 outdoor antenna-4G/LTE-2,GPS ANT-3-4G2G1O 1 1 $352.00 $316.80 IR807G-LTE-VZ-K9 807 Low-power Industrial ISR,4G/LTE multimode for Verizon 1 $1,475.55 $1,328.00 FW-WP7601-807-VZ FW for WP7601 Verizon on IR807 1 $0.00 $0.00 FW-WP7600-LY Additional FW for WP7600 1 $0.00 $0.00 810 Series Advance Security Software SL-810-ADVSEC 1 License $0.00 $0.00 810 Series Advance IP Services License SL-810-AIS 1 $0.00 $0.00 OEM-PRI-WP7601 Cisco OEM PRI for WP7601 1 $0.00 $0.00 S807UK9-15803M Cisco IR807 IOS UNIVERSAL 1 $0.00 $0.00 Cisco Config Pro Express on Router IR-CCP-EXP Flash 1 $0.00 $0.00 S807UK9-15803M Cisco IR807 IOS UNIVERSAL 1 $0.00 $0.00 Cisco ONE PI Device License for LF,AS, Cl-PI-LEAS-ISR-K9 &IWAN App for ISR 1 $0.00 $0.Q0 Cisco ONE IoTFND device license for Cl-IOTFN D-I R800 1 managing IR 800 $0.00 $0.00 Page 11 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE Tracker PID v03 End Perpetual IR8X9- C1E1VIR8X9-03 1 no delivery $0.00 $0.00 IR1101-K9 Cisco IR1101 Industrial Inegrated Services Router Rugged 1 $782.22 $704.00 SIR1101UK9-1611 Cisco IR 1101 Series IOS XE Universal 1 $0.00 $0.00 4G LTE 3 in 1 outdoor Black antenna 4G-LTE-ANTM-0-3-B 700MHz-2600MHz bands 1 $711.11 $640.00 IR1101-DINRAIL Din Rail kit for the IR1101 1 $42.67 $38.40 Console Cable 6ft with USB Type A and IR-CAB-CON-USB 1 mini-B $21.33 $19.20 Network Essentials License for Cisco SL-IR1101-NE 1 IR1101 Industrial lSR $426.67 $384,00 P-LTEA-EA CAT6 LTE Advanced Pluggable for 1 Europe and North America $640.00 $576.00 IR829-2LTE-EA-BK9 829 Industrial ISR,LTE multimode US, 802.11n FCC 1 $2,688.89 $2,420.48' Cisco Config Pro Express on Router IR-CCP-EXP Flash 1 $0.00 $0.00 Cisco AP1530 Series Unified WIN 8.1 SWAP1530-81-Al-K9 1 Software Release $0.00 $0.00 Cisco AP1530 Series Autonomous WIN SWAP1530-81A-Al-K9 1 8.1 Software Release $0.00 $0.00 Data License for Cisco IR800 series SL-IR800-DATA-K9 1 routers $0.00 $0.00 IP Base License for Cisco IR800 series SL-IR800-IPB-K9 routers 1 $0.00 $0.00 Security License for Cisco IR800 series SL-IR800-SEC-K9 1 routers $0.00 $0.00 OEM-PRI-MC7455 Cisco OEM PRI Load for MC7455 1 $0.00 $0.00 CWE-7455-LTE-VZ FW Switching Load for 7455 Verizon 1 $0.00 $0.00 CWE-7455-LTE-ST FW Switching Load for 7455 Sprint 1 $0.00 $0.00 CWE-7455-LTE-AT FW Switching Load for 7455 AT&T 1 $0.00 $0.00 FW-7455-LTE-ST FW Switching Load for 7455 Sprint 1 $0.00 $0.00 IR800 G2A Power Cords-North I R-P W R-G2A-N A 1 America $0.00 $0.00 FW Switching Load for 7455 AT&T and FW-7455-LTE-AT 1 T-Mobile $0.00 $0.00 FW-7455-LTE-VZ FW Switching Load for 7455 Verizon 1 $0.00 $0.00 S8001UK9-15703M Cisco IR800 Series UNIVERSAL 1 $0.00 $0.00 2.4 GHz 2 dBi/5 GHz 4 dBi Dipole Ant., AIR-ANT2524DB-R Blk,RP-TNC 2 $64.00 $57.60 IR829-DC-PWRCORD DC Power Cord for IR829 1 $21.33 $19.20 20-ft(6M)Ultra Low Loss LMR 400 4G-CAB-ULL-20 4 Cable with TNC Connector $1,137.77 $1,024.00 5 in 1 outdoor antenna-4G/LTE-2, ANT-5-4G2 W L2G 1-O 1 WLAN-2,GPS-1 $494.22 $444.80 ANT-2-4G2-0 2 in 1 outdoor antenna-4G/LTE-2 1 $280.89 $252.80 Page 12 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i Vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE POE/802.3af compatible POE module IR800-IL-POE for IR800 1 $213.34 $192.00 IR829-PWR125W-AC= PWRSPLY AC/DC for IR829 1 $117.34 $105.60 IC3000 Bundle with IC3000 gateway,END,and power supply 1 $0.00 $0.00 IOTFND-SOFTWARE-K9 IoT Field Network Director 1 $0.00 $0.00 IoT END License for Managing IC3000 IOTFN D-IC3000 1 industrial compute-60 month $2,958.00 $2,662.20 SVS-IOTFND-SUPT-B IOTFND Support 1 $0.00 $0.00 IC3000-2C2F-K9 Industrial Compute appliance 1 $2,446.94 $2,202.24 Cisco Software for IC3000 Industrial SW-IC3000-U-K9 Compute Gateway 1 $0.00 $0.00 PWR-IE50W-AC-IEC= AC Power Module w/IEC Plug 1 $334.23 $300.80 CAB-AC-RA Power Cord,110V,Right Angle 1 $0.00 $0.00 IE-4000-8GT8GP4G-E IE 4000 8 x RJ45 10/100/1000 with 8 x 1G PoE,4 x 1G Combo, 1 $6,966.76 $6,270.08' IE4000-DNA-A-M IE 4000 DNA Advantage(24 ports) 1 $0.00 $0.00 IE 4000 DNA Advantage(24 ports),5 I E4000-DNA-A-M-SY 1 Year Term license $1,479.12 $1,331.20 PWR-IE170W-PC-AC= IE family power supply 170W.AC to DC 1 $1,341.87 $1,207.68' GLC-LX-SM-RGD= 1000Mbps Single Mode Rugged SFP 2 $1,605.69 $1,445.12' IE-2000-16TC-G-E IE 16 10/100,2 FE SFP+2 T/SFP,Base with 1588 1 $2,200.00 $1,980.80 IE 1GB SD Memory Card for IE2000, SD-IE-1G8 IE3010 1 $64.00 $57.60 IE2000-DNA-E-M IE 2000 DNA Essentials(24 ports) 1 $0.00 $0.00 IE 2000 DNA Essentials(24 ports),5 I E2000-DNA-E-M-SY 1 Year Term license $476.45 $428.80 PWR-IE50W-AC= IE3000/2000 AC Power Module (updated) 1 $334.22 $300.80 GLC-LX-SM-RGD= 1000Mbps Single Mode Rugged SFP 2 $1,605.69 $1,445.12' IE-3300-8132S-E Catalyst IE3300 Rugged Series Modular System PoE,NE Layer3 1 $5,308.45 $4,777.60 SD-IE-4GB IE 4GB SD Memory Card for IE 1 $256.00 $230.40 Cisco DNA Advantage license for I E3300-DNA-A 1 IE3300 Series $0.00 $0.00 IE 3300 DNA Advantage 3 Year Term I E3300-DNA-A-SY 1 license $1,479.12 $1,331.20 PWR-IE170W-PC-AC= IE family power supply 170W.AC to DC 1 $1,341.87 $1,207.68' GLC-LX-SM-RGD= 1000Mbps Single Mode Rugged SFP 2 $1,605.69 $1,445.12' IE-3300-8T2S-E Catalyst IE3300 Rugged Series Modular System,non PoE NE Layer2 1 $2,357.34 $2,121.60 Cisco DNA Essentials license for IE3300 IE3300-DNA-E 1 Series $0.00 $0.00 SD-IE-4GB IE 4GB SD Memory Card for IE 1 $256.00 $230.40 Page 13 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �� I Santa Ana,CA92705-5661i vanz' g Pegasus- _ d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE IE 3300 DNA Essentials,5 Year Term I E3300-DNA-E-SY 1 license $476.45 $428.80 PWR-IE170W-PC-AC= IE family power supply 170W.AC to DC 1 $1,341.87 $1,207.68' GLC-LX-SM-RGD= 1000Mbps Single Mode Rugged SFP 2 $1,605.69 $1,445.12' IEM-3300-16T= Catalyst IE3300 Rugged 16 Port GE Copper Exp Module 1 $2,589.16 $2,330.24 IEM-3300-16P= Catalyst IE3300 Rugged 16 Port GE PoE+Exp Module 1 $5,799.83 $5,219.84 IEM-3300-8S= Catalyst IE3300 Rugged 8 Port SFP Fiber Exp Module 1 $1,571.56 $1,414.40 IE-4010-16S12P IE4010 16x1G SFP and 12x10/100/1000 LAN BASE 1 $5,400.89 $4,860.80 RPS-IE5000-COVER Power Supply Blank for IE5000 1 $0.00 $0.00 IE4010/5000 Hazloc Pwr Supply High PWR-RGD-AC-DC-H AC/DC 85-264VAC/88-300VDC 1 $497.78 $448.00 Cisco IE4010 UNIVERSAL WITH WEB SIE40UK9T-15204EC BASED DEV MGR 1 $0.00 $0.00 Console Cable 6ft with USB Type A and CAB-CONSOLE-USB 1 mini-B $71.12 $64.00 Transportation Industry Solutions;For IOT-TRANSPORTATION 1 tracking only. $0.00 $0.00 IOT-ROADWAYS Connected Roadways:Intersections, 1 Tolling;Tracking only $0.00 $0.00 IE4010-DNA-A-H IE 4010 DNA Advantage 1 $0.00 $0.00 IE 4010 DNA Advantage,5 Year Term I E4010-DNA-A-H-SY 1 license $2,161.78 $1,945.60 IE-1000-6T2T-LM IE-1000 GUI based L2 switch,8 FE copper ports 1 $769.43 $692.48' PWR-IE50W-AC-IEC= AC Power Module w/IEC Plug 1 $334.23 $300.80 CAB-AC-RA Power Cord,110V,Right Angle 1 $0.00 $0.00 IE-5000-12S12P-10G IE5000 12x1G SFP+12x10/100/1000+4 1G/10G LAN BASE 1 $17,928.54 $16,135.68' RPS-IE5000-COVER Power Supply Blank for IE5000 1 $0.00 $0.00 IE4010/5000 Hazloc Pwr Supply High PWR-RGD-AC-DC-H AC/DC 85-264VAC/88-300VDC 1 $497.78 $448.00 Cisco IE5000 UNIVERSAL WITH WEB SIE5UK9T-15204EA1 BASED DEV MGR 1 $0.00 $0.00 Console Cable 6ft with USB Type A and CAB-CONSOLE-USB 1 mini-B $71.12 $64.00 Transportation Industry Solutions;For IOT-TRANSPORTATION 1 tracking only. $0.00 $0.00 IOT-ROADWAYS Connected Roadways:Intersections, 1 Tolling;Tracking only $0.00 $0.00 IE5000-DNA-A-H DNA Advantage for IE 5000 1 $0.001 $0.Q0 �:icense E 5000 DNA Advantage,5 Year Term1 I E5000-DNA-A-H-SYF $2,161.78 $1,945.60 Page 14 of 14 JOHN DRAKE 1700 Carnegie Ave. Suite 100 Santa Ana, CA 92705-5551 iteris Phone: (512)592-9567 email:jgd teris.com, web site: www.iteris.com Iteris,Inc, i e r i s® G Is .E 1700 Carnegie Ave,Suite 100, �_ IantaAna CA92705-5661 � E LIE d Agency: BUY BOARD Project Name: 608-20 BUY BOARD 10P ITEM# DESCRIPTION CITY CATALOG PRICE DISCOUNTED PRICE GLC-LX-SM-RGD= 1000Mbps Single Mode Rugged SFP 1 $802.85 $772.56' GLC-ZX-SM-RGD= 1000BASE-ZX Single Mode RuggedSFP 1 $3,219.20 $2,897 28' CON-SSSNT-IR807GLN SOLN SUPP 8X5XNBD 807 Low-power Industrial ISR,4G/LTE mul,5 Year 1 $913.15 $821.84 SOLN SUPP SWSS Cisco ONE CON-ECMUS-C1F1PIR8 1 Foundation Perpetual IR 8X9,5 Year $166.67 $154.10 CON-SSSNT-IR807GLZ SOLN SUPP 8X5XNBD 807 Low-power Industrial ISR,4G/LTE mul,1 Year 1 $182.64 $164.37 SOLN SUPP SWSS Cisco ONE CON-ECMUS-C1F1PIR8 1 Foundation Perpetual IR 8X9,1 Year $33.36 $30.42 CON-SSSNT-IR101K9K SOLN SUPP 8X5XNBD Industrial ISR 1101,1 Year 1 $147.47 $132.72 CON-SSSNT-IR8292LB SOLN SUPP 8X5XNBD 829 Industrial ISR,4G/LTE multimode ATT,1 Year 1 $354.42 $318.97'' CON-SNT-IC30002C SNTC-8X5XNBD Industrial Compute alndustrial Compute,1 Year 1 $241.41 $217.27 CON-SNT-IE40008P SNTC-8X5XNBD IE 4000 8 x RJ45 10/100/1000 with 8 x 1G,5 Year 1 $3,066.53 $2,759.87' CON-SNT-IE20001E SNTC-8X5XNBD IE 1610/100,2 FE SF,5 Year 1 $1,088.45 $979.60 CON-SSSNT-IE33008S SOLN SUPP 8X5XNBD Catalyst IE3300 Rugged Series Modular Sy,5 Year 1 $3,673.03 $3,305.72' CON-SSSNT-IE33008E SOLN SUPP 8X5XNBD Catalyst IE3300 Rugged Series Modular Sy,5 Year 1 $1,631.88 $1,468.69' CON-SSSNT-IEM3301T SOLN SUPP 8X5XNBD Catalyst IE3300 Rugged 16 Port GE Copper,1 Year 1 $357.95 $322.15' CON-SSSNT-IEM3301P SOLN SUPP 8X5XNBD Catalyst IE3300 Rugged 16 Port GE PoE+E,1 Year 1 $801.68 $721.51 CON-SSSNT-IEM3308S SOLN SUPP 8X5XNBD Catalyst IE3300 Rugged 8 Port SFP Fiber,1 Year 1 $217.27 $195.54 CON-SSSNT-E401016S SOLN SUPP 8X5XNBD IE4010 16x1G SFP,5 Year 1 $3,460.67 $3,114.42' CON-SSSNT-IE102TLM SOLN SUPP 8X5XNBD IE1K with total of 8 FE ports 10/100,1 Year 1 $100.28 $90.25 CON-SSSNT-IES12P50 SOLN SUPP 8X5XNBD IE5000 12x1G SFP+12x10/100/1000 4 1G10G,5 Year 1 $11,030.51 $9,927.46' DST-1-MITIGATOR MAST ARM VIBRATION DAMPER 1 $2,475.00 $2,227.50 ° P.O. Box 400,Austin,Texas 78767 FBOard 800.695.2919 •info@buyboard.com • buyboard.com May 2, 2022 Sent via email to: rs-sales-support(Witeris.com Marilyn Holden Iteris, Inc. 1700 Carnegie Avenue, Ste 100 Santa Ana, CA 92705 Re: Highway Safety and Traffic Control Products BuyBoard Contract 608-20 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Highway Safety and Traffic Control Products, Contract 608-20, for which the current term is set to expire May 31, 2022. At this time, the BuyBoard is renewing your contract through May 31, 2023. This will be the final renewal of this contract. 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 I[.1 ir.„)air s�; n�„ ,„D ID ��irg prior to the start of the renewal term. If you have questions or comments concerning this renewal, please contact me as soon as possible at Jl sa.in„i it len.(-) l . �irq. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, �2t-- Lisa Maraden Contract Administrator final renewal v.02.13.2020 Endorsed by Iri� TASA C�� *.7 '?r. MRH NOKTH RICHLAND HILLS GOVERNMENT CONTRACT AND PURCHASING RIDER FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS,TEXAS By submitting a response to a solicitation or bid, or by entering into a contract for goods or services and/or by accepting a purchase order, the Contractor, Consultant, Vendor, or other party identified below (collectively "Contractor'), agrees that the terms and conditions herein shall govern all agreements with the City unless otherwise agreed to by a specifically executed provision within the contract or purchase order, provided same is permissible by law. The terms are conditions herein are BINDING and SUPERSEDE any and all other terms and conditions whether oral or written in any separate agreement or found on Contractor's website or other electronic platform. APPLICATION. This GOVERNMENT CONTRACT AND PURCHASING RIDER FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS, TEXAS("Government Rider')applies to, is considered a part of, is incorporated into,and takes precedence over any conflicting provision in,or attached to,the Response to Solicitation or Bid, Contract or Purchase Order,Agreement for Purchase or Sale,Standard Terms and Conditions, Quote, Invoice,or other applicable agreement of the Contractor(collectively the"Agreement"),to which this Government Rider is attached and described as follows: Title of Agreement and Agreement Number: Iteris, Inc and Buyboard contract 608-20 Legal Name of Contractor: Iteris, Inc Description of Goods or Services: Highway Safety and Traffic Control Products Date of Agreement:2/18/2022 Term of Agreement:6/l/2021-5/31/2022,final renewal extended through 5/31/2023 Total Contract Price:$200,675 Notwithstanding any language to the contrary in the attached Agreement between Contractor and the City of North Richland Hills("City"), individually referred to as a"party"and collectively referred to as the"parties,"the parties stipulate by evidence of execution of this Government Rider below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Government Rider below shall be applicable to and shall modify and supersede the Agreement as set forth below: SECTION 1. TIME FOR PAYMENT AND INTEREST. The City's payments under the Agreement, including the time of payment and the payment of interest on overdue amounts,are subject to Chapter 2251 of the Texas Government Code. Payment shall be due within thirty(30)days of(i)the date of the City's receipt of the goods under the Agreement; (ii)the date the performance of the services under the Agreement are completed; or(iii)the date the City receives an invoice for the goods or services, whichever is later. Interest on any overdue payment shall not exceed 1% plus the prime rate as published by the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday.The City reserves the right to modify any amount due to the Contractor presented by invoice to the City if necessary to conform the amount to the terms of the Contract,the Texas Government Code or this Government Rider. To the extent the Agreement requires the City to agree to a higher rate of interest than allowed by law, or to incur penalties or late fees prior to 30 days before receipt of invoice or services, any such requirements shall be null and void, are hereby deleted from the Agreement and shall have no force or effect. SECTION 2.INDEMNIFICATION; LIABILITY; NO FUTURE DEBT. 2.1 Multiyear Contracts. If the NRH City Council does not appropriate funds sufficient to make any payment for a fiscal year after the City's fiscal year in which the Agreement becomes effective, and there are no proceeds available for payment from the sale of bonds or other debt instruments,then the Agreement shall automatically terminate at the end of the fiscal year for which funds were appropriated, in accordance with Section 5, Article XI of the Texas Constitution. The City shall have the right to terminate the Agreement at the end of any City fiscal year,without any penalty to the City, if the City Council does not appropriate sufficient funds to continue the Agreement to the next fiscal year.The City shall provide Contractor with as much advance written notice of such termination as is reasonably possible, but not less than thirty(30)days. 2.2 No Future Debt. In compliance with Section 5,Article XI of the Texas Constitution, all payment obligations of the City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable during the Term of the Agreement, or in any renewal year of the Agreement, the City shall have the right to terminate the Agreement, except for those portions of funds which have been appropriated prior to termination. To the extent the Agreement requires the City to agree to the creation of future debt for which funds are not appropriated, any such requirement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. 2.3 INDEMNIFICATION AND LIABILITY.CONTRACTOR SHALL BE LIABLE FOR,AND SHALL INDEMNIFY AND HOLD THE CITY ITS OFFICERS, AGENTS, EMPLOYEES,VOLUNTEERS,AND REPRESENTATIVES(collectively"CITY INDEMNITEES") HARMLESS FROM ANY INJURY, LOSS OR DAMAGE DUE TO,OR ARISING OUT OF,THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF CONTRACTOR.TO THE EXTENT THE AGREEMENT REQUIRES THE CITY TO INDEMNIFY, DEFEND AND/OR HOLD CONTRACTOR OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, VOLUNTEERS, OR REPRESENTATIVES (collectively the "CONTRACTOR INDEMNITEES") HARMLESS, THE CITY SHALL NOT BE REQUIRED TO DEFEND ANY CONTRACTOR INDEMNITEE UNDER THE AGREEMENT AND THE CITY SHALL ONLY INDEMNIFY OR HOLD ANY INDEMNITEE HARMLESS TO THE EXTENT PERMITTED BY APPLICABLE LAW,AND ONLY TO THE EXTENT SUCH INJURY, LOSS, OR DAMAGE IS DUE TO THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF THE CITY. THE CITY SHALL NOT BE UNDER ANY OBLIGATION TO CREATE ANY SINKING FUND TO SATISFY ANY OBLIGATION TO INDEMNIFY UNDER THE AGREEMENT. NOTWITHSTANDING ANY OF THE FOREGOING,IN NO EVENT SHALL THE CITY'S LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CITY UNDER THE AGREEMENT FOR THE PREVIOUS TWELVE MONTH PERIOD. IN NO EVENT SHALL Government Contract and Purchasing Rider CA-CONTRACT NO. PUR0006-2022-0107 For Contracts with the City of North Richland Hills,TX Vendor Name: Iteris, Inc Page 1 of 3 NEITHER PARTY BE LIABLE FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES UNDER THE AGREEMENT. THIS PROVISION SHALL SUPERSEDE ANY OTHER PROVISION OF CONTRACTOR IN ANY SEPARATE AGREEMENT,TERMS AND CONDITIONS,QUOTE OR INVOICE. SECTION 3. TERMINATION. Notwithstanding Section 2 above, and unless otherwise specifically agreed to by the parties, either party may terminate this Agreement by providing thirty (30) days prior written notice of such termination to the other party. Termination pursuant to this Section shall not relieve the Contractor of any obligation or liability that has accrued prior to cancellation. City shall pay Contractor for any services performed up to the effective date of such termination. This Agreement is subject to termination, without penalty, at any time the City deems the Contractor to be non-compliant with contractual obligations. Unless otherwise specifically agreed to by the parties in writing,to the extent the Agreement requires the City to agree to a shorter termination period than thirty(30)days,or a termination penalty,any such requirement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 4. INSURANCE. The City is a Government entity under the laws of the state of Texas, and pursuant to Chapter 2259 of the Texas Government Code,"Self-Insurance by Government Units,"the City is self-insured and therefore is not required to purchase insurance.The City shall not be required to purchase an insurance policy under this Agreement.Any such requirement in the Agreement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect.The City will provide a letter of self-insured status as requested by Contractor. SECTION 5. CONFIDENTIALITY. The City is a Government entity under the laws of the State of Texas and all documents or information held or maintained by the City are subject to disclosure under the Texas Public Information Act, Chapter 552 of the Texas Government Code(the"Act"). To the extent any provision in the Agreement attempts to prevent the disclosure of information that is subject to public disclosure under federal or Texas law, including any provision that prohibits disclosure of the terms and conditions of the Agreement, such provision is invalid. Any such requirement in the Agreement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 6. TAX EXEMPTION. The City shall not be liable to Contractor for any federal, state or local taxes for which the City is not liable by law, including state and local sales and use taxes, pursuant to Section 151.309 of Title 3, Texas Tax Code, and federal excise tax, pursuant to Subtitle D of the Internal Revenue Code.Accordingly,those taxes shall not be added to any goods or services under the Agreement. The City shall furnish a copy of the applicable tax exemption certificate upon request from Contractor. If the City is billed for any taxes not in compliance with this Section 6, the City shall be authorized to remit payment less the taxes imposed. SECTION 7.GOVERNING LAW AND VENUE.This Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and the state of Texas, exclusive of conflicts of laws provisions.Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in any jurisdiction other than Tarrant County, any such requirement in the Agreement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 8.ATTORNEYS' FEES; PENALTIES; LIQUIDATED DAMAGES:The City shall only be liable for attorneys'fees for breach of this Agreement to the extent such attorneys' fees are reasonable and necessary and equitable and just as authorized by Section 271.153 of the Texas Local Government Code. To the extent the attached Agreement requires the City to pay attorneys' fees for any action contemplated or taken, or to incur penalties or liquidated damages in any amount not authorized by Section 271.153, any such requirement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 9. SOVEREIGN IMMUNITY. Nothing in the Agreement, or herein in this Government Rider, constitutes a waiver of the City's sovereign immunity. To the extent the Agreement requires the City to waive its rights or immunities as a government entity, any such requirement shall be null and void,is hereby deleted from the Agreement and shall have no force or effect. SECTION 10.ASSIGNMENT.To the extent the Agreement addresses the right to assign any rights or interest in the Agreement to another party, such right of assignment shall be reciprocal, and neither party shall have the right to assign or transfer any of its rights or interests in the Agreement without the express prior written consent of the other party. Notwithstanding,the Contractor shall have the right to assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or which such entity obtains a majority interest without the consent of the City; however, Contractor shall give the City at least thirty(30)days'written notice of any such assignment or transfer of interest. SECTION 11. RIGHT TO TRIAL BY JURY. The City reserves its right to settle disputes by trial by jury. Any such provision in the Agreement that requires the City to waive its right to a trial by jury shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 12. ALTERNATIVE DISPUTE RESOLUTION. To the extent the Agreement requires all disputes to be resolved by binding arbitration, any such provision shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. Prior to instituting litigation under the Agreement, the parties may agree to mediation upon written mutual consent. Any such mediation shall be governed by the applicable rules of the American Arbitration Association,with mediation being held in Tarrant County, Texas. Each party shall share equally in the costs of the mediator, and shall be responsible for its own attorney's fees and expenses. SECTION 13. LIMITATION ON CLAIMS.Any claim for breach of this Agreement shall be brought within four(4)years in accordance with Texas Civil Practices and Remedies Code Sec. 16.004 and Texas Business and Commerce Code Sec. 2.725. To the extent the Agreement requires a shorter period for limitation on claims,any such requirement shall be null and void, is hereby deleted from the Agreement and shall have no force or effect. SECTION 14. FORCE MAJEURE. Either party may terminate this Agreement and shall not be liable for any alleged damages or loss due to failure to perform its obligations under this Agreement if the performance is delayed or canceled by reason of a Force Majeure event, including but not limited to, war; civil commotion; acts of God; inclement weather; Government restrictions, regulations, or interferences; fires; labor strikes; material shortages; lockouts, national disasters; epidemics; pandemics; riots; transportation restrictions; or any other circumstances which are reasonably beyond the control of the party. Government Contract and Purchasing Rider CA-CONTRACT NO. PUR0006-2022-0107 For Contracts with the City of North Richland Hills,TX Vendor Name: Iteris, Inc Page 2 of 3 SECTION 15. RIGHT TO AUDIT.The City shall, until the expiration of three (3)years after final payment under the Agreement, have the right to access and the right to examine and photocopy any directly pertinent books, documents, papers and records, whether electronic or hardcopy (collectively"Records")of Contractor involving transactions under this Agreement to ensure compliance herewith. The City shall have the right to access Contractor's Records during normal working hours and shall provide Contractor with reasonable advance notice of intended audits,but not less than ten(10)business days. SECTION 16. SUCCESSORS AND ASSIGNS. The parties each bind themselves and their successors, executors, administrators and assigns to this Agreement and to all covenants of this Agreement hereafter. SECTION 17. CITY'S LOGO OR MARKS.The City's logo is protected by applicable federal and state copyright and trademark laws. Contractor may not use the City's name in a demeaning,obscene or detrimental manner as determined by the City in its sole discretion,and Contractor shall not use the City's logo in any manner,except as specifically approved by the City in writing. SECTION 18. RIDER CONTROLLING: If any provisions of the attached Agreement, conflict with the terms herein of this Government Rider, are prohibited by applicable law,conflict with any applicable rule,regulation or ordinance of the City,the terms in this Government Rider shall control. By signature below of an authorized representative,the parties hereby accept and agree to the terms and conditions set forth in this Government Rider. CITY OF NORTH RICHLAND HILLS: Iteris,Inc.// By: By: C�/�Ll,� f444 Name Christine Brady 07 City Manager Contracts Manager Date: Date: March 10, 2022 ATTEST: By: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: By: Maleshia B. McGinnis City Attorney Government Contract and Purchasing Rider CA-CONTRACT NO. PUR0006-2022-0107 For Contracts with the City of North Richland Hills,TX Vendor Name: Iteris, Inc Page 3 of 3 P.g.I 0 2 JOHN DRAKE EQUIPMENT QUOTE 1700 Carnegie Ave.Suite 100 Quote#: 062322-2-JGD 'to is Santa Ana, 92705-5551 Phone: (51212)592-9567 email:jgd@iteris.com,web site: www.iteris.com Iteds,Inc. • • )II I III �----- 1700 Carnegie Ave,Suite 100, Santa Ana,CA 92705-5551 Vewitagpe, Nsxr Agency: NORTH RICHLAND HILLS Project Name: TRANSPORTATION EQUIPMENT August 8,2022 End User: NORTH RICHLAND HILLS ITEM# DESCRIPTION NOTES CITY SUPPLIER UNIT PRICE EXT.PRICE 5.8 GHZ 17DB 60DEG DUAL ROL EXTEND QTY AS TWISTPORT HORN SECTOR NEEDED.BUYBOARD AH-TP-5-60 W/MOUNT 608-20 40 $498.60 $19,944.00 RF Elements HG3-TP-A60-V2 5GHz SW-HG3-TP-A60-V2 Asymmetrical Horn TwistPort 60'V.2 40 5 GHZ 802.11AC 300MB MIMO VP-58AC-TP-V2-KIT TWISTPORT RADIO KIT-VERSION 2 BUYBOARD 608-20 50 $1,237.50 $61,875.00 5 GHZ 802.11AC 300MB MIMO VP-58AC-TP-KIT TWISTPORT RADIO KIT BUYBOARD 608-20 18 $1,175.40 $21,157.20 5.8 GHZ 24DB 400 MM DUAL ROL INCLUDES ANTENNA TWIST PORT DISH ANTENNA W/ BELOW BUYBOARD 608- AT-ULD5-400 MOUNT 20 18 $175.50 $3,159.00 RF Elements UD-TP-21 Ultra Dish TP SW-UD-TP-21-2PK 5GHz 21.2dBi-2Pk 9 8132-0000-154 M60 CONTROLLER BUYBOARD 608-20 15 $2,093.40 $31,401.00 ABW12027P001 CBL,TYPE 2 TO TYPE 1 ADPTR 15 Astro-Brac Stellar Clamp Kit,120" AS-3009-120-PNC Galy Cable Mount,Alum BUYBOARD 608-20 10 $103.50 $1,035.00 ALR112-TUBE-10 10 FT RIGID CONDUIT NA 10 $65.00 $650.00 Hardened 3 FX SFP 100/1000/2500Mbps FX+Sport 10/100Mbps TX Ports Managed CNGE3FE8MS Switch BUYBOARD 608-20 10 $1,263.60 $12,636.00 8"Color LCD Monitor,1 composite video input,1 VGA input,1 HDMI input,High 700:1 contrast ratio, brightness 500 nits(cd/m2). MON-8HDM1 (NTSC/PAL) BUYBOARD 608-20 10 $166.50 $1,665.00 Camera Bracket,1-Piece Adjustable Stellar,74"Tube,62"Galy Cable, AS-0175-74-62-PNC Alum BUYBOARD 608-20 40 $174.60 $6,984.00 INCLUDES ITEMS BELOW.BUYBOARD 608- Next-System-4-SM-TS2-Pak 4 CAMERA NEXT SYSTEM 20 10 $11,400.00 $114,000.00 Vantage Next CCU,Shelf-Mount Unit, for TS2 applications.Supports up to 4 sensors,no separate rack-mount processors required.Includes CCU-SM- TS2-SHIPKIT(external din-rail power supply,2.4GHz rubber duck antenna, USB optical mouse,6 ft.HDMI cable,5 NEXT-CCU-SM4-TS2-PAK ft.Cat5e patch cable,screwdriver) 10 Vantage Next WDR Camera.Includes NEXT-CAM-SHIPKIT(pedestal-mount bracket assembly,2 shielded RJ45 NEXT-CAM-PAK connectors) 40 P.g.20 2 JOHN DRAKE EQUIPMENT QUOTE 1700 Carnegie Ave.Suite 100 Quote#: 062322-2-JGD 'to is Santa Ana, 92705-5551 Phone: (51212)592-9567 email:jgd@iteris.com,web site: www.iteris.com Iteris,Inc. • • )II I III �----- 1700 Carnegie Ave,Suite 100, Santa Ana,CA 92705-5551 Vewitagpe, Nsxr Agency: NORTH RICHLAND HILLS Project Name: TRANSPORTATION EQUIPMENT August 8,2022 End User: NORTH RICHLAND HILLS Outdoor,UV Resistant,CAT5E Bulk SHIREEN BUYBOARD 608 CAT5E-SHLD-CABLE Cable1,000 FT REEL 20 5 $360.00 $1,800.00 ITERIS SPM SERVICES PER ITERIS-SPM-I-INT-10YEAR INTERSECTION,10 YEARS N/A 10 $2,000.00 $20,000.00 ABW14652PO60 HARNESS ASSY:DLC CABLE NA 30 $48.00 $1,440.00 AAD14753P001 SDLC HUB 8 POS NA 10 $103.00 $1,030.00 16 Ch LCD Enhanced TS2 NEMA MMU2-16LEIP Monitorw/Ethernet NA 10 $1,180.00 $11,800.00 Traffic Signal Installation and CONTROLLER Integration Assistance by Factory INSTALLATION/INTEGRATION Trained Personnel(per day) BUYBOARD 608-20 10 $1,000.00 $10,000.00 TIMING ADJUSTMENTS AND SIGNAL COORDINATION SERVICES COORDINATION 10 Fax or email Purchase Orders to:Marilyn Holden,(949)270-9441,RS-Sales-Support@iteris.com,please include quote number on your purchase order SUBTOTAL $3zo 576;20 Quote Terms:Net 30 days,subject to credit approval and Iteris Standard Terms&Conditions unless negotiated in writing with Iteris,Inc.priorto purchase. FREIGHT PPD Prices are valid for 30 days from the date of quote unless extended in writing. TAX 0.00% FOB Destination,freight included,does not include insurance.Equipment from this quote mayonly be installed in the State of Texas. DISCOUNT 0.00% This quotation and any resulting order are subject to Iteris'Roadway Sensor Products Standard Terms and Conditions of Sale attached hereto or available at http://www.iteris.com/RS-Std-TC.pdf,which are incorporated herein by this reference. TOTAL 5320,576.20. DP DI" P I"I°IIDD STANDARD DISCOUNT"APPUED TO SOME II" DI 0 a it'eeris August 15, 2022 To Whom It May Concern: Iteris, Inc. is the sole distributor of the Iteris products and services which includes the Vantage detection line, Pegasus radio line, and SPM services in the State of Texas. We are responsible for the Sales, Service, Support and Warranty concerns in Texas. Your primary contacts here are Nader Ayoub, P.E (naa iteris.com), Fidel Garza (fgarza iteris.com), Kirk Barnes (keb iteris.com), and me. If you have any questions with regard to our equipment line, please feel free to contact any of us to purchase Iteris equipment or for any other engineering services we can provide you. Thank you for your continued support and loyalty. Sincerely, John Drake Estimator - Texas Roadway Sensors - Iteris, Inc. Cell 512.592.9567 Fax 512.600.0180 jgd@iteris.com 6 Indian Meadows Dr I Unit 4201 Round Rock I TX 178665 1 tel. 512.592.95671 fax 512.600.0180 www.iteris.com 0 a it,eeris August 15, 2022 To Whom It May Concern: Iteris, Inc. has been the sole distributor of Yunex / Siemens Industry, Inc., Road and City Mobility's product line in the State of Texas since January of 2013. We are responsible for the Sales, Service, Support and Warranty concerns in Texas. Your primary contacts here are Nader Ayoub, P.E (naa iteris.com), Fidel Garza (fgarza iteris.com), Kirk Barnes (keb iteris.com), and me. Additionally, as Iteris is the sole authorized distributor in the State of Texas, we provide first line repair services for Yunex / Siemens traffic control products and serve as the proper avenue for all service and warranty repairs. Please note that Yunex / Siemens warranties on products can only be honored if all components are official Yunex / Siemens parts and all services have been performed by authorized Siemens repair facilities. Repairs to Yunex / Siemens traffic control products by unauthorized repair facilities could void any warranty and/or functional responsibility on the part of Siemens. If you have any questions with regard to the equipment line, please feel free to contact any of us to purchase Iteris equipment or for any other engineering services we can provide you. Thank you for your continued support and loyalty. Sincerely, John Drake Estimator - Texas Roadway Sensors - Iteris, Inc. Cell 512.592.9567 Fax 512.600.0180 jgd@iteris.com 6 Indian Meadows Dr I Unit 4201 Round Rock I TX 178665 1 tel. 512.592.95671 fax 512.600.0180 www.iteris.com CERTIFICATE OF INTERESTED PARTIES FORM 1295 Itcris, Inc. is a publicly traded company and is providing this information at the request oft the Agency. 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. 2022-859797 Iteris, Inc. Austin, CA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/10/2022 being filed. 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. 608-20, PUR0002_2022-0107 Purchase of Equipment using Buy board Contract No. 608-20 Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Bergera,Joe Austin, TX United States X Mooney, Gerald M. Austin, TX United States X Siegal, Laura L. Austin, TX United States X Joshi,Anjali Austin, TX United States X Thomas, Thomas L. Austin, TX United States X Zank, Dennis Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Christine Brady and my date of birth is My address is 1700 Carnegie Avenue, Suite 100 Santa Aria CA 92705 USA . (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Orange County, State of CA ,on the 10th day of March ,20 22 (month) (year) Signature of authorized agent of contr ting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: ZC21-0016, Ordinance No. 3754, Public hearing and consideration of a request from Fernando Sotelo for a zoning change from 1-2 (Medium Industrial) to RI-PD (Residential Infill Planned Development) at 6716 Stardust Drive, being 2.86 acres described as Tract 1A2, John C Yates Survey, Abstract 1753. PRESENTER: Clayton Comstock, Planning Director SUMMARY: Fernando Sotelo (Somerik Realty) and Chase Medford (Medford Construction) are requesting a zoning change from 1-2 (Medium Industrial) to RI-PD (Residential Infill Planned Development) on 2.86 acres located at 6716 Stardust Drive. The applicant is proposing a single-family detached development on the site. GENERAL DESCRIPTION: The property under consideration is an undeveloped 2.86-acre site located on the south side of Stardust Drive, approximately 300 feet east of Rufe Snow Drive. The site abuts an automobile repair facility (Service King) on the west, the Summer Crossing (platted as Estates at NRH) neighborhood on the north and east, and the TEXRail right-of-way on the south. The Cambridge Place subdivision is located south of the property across the railroad right-of-way. Concept plan exhibits for the project are attached, and a layout of the development is shown below. The property is generally triangular, being approximately 210 feet wide and 325 feet deep. The proposed development includes 16 single-family lots with an overall density of 5.5 dwelling units per acre and a minimum dwelling unit size of 2,000 square feet. The lots front a looped street that has a single point of access to Stardust Drive, with all lots across the street from the central open space lot. The residential lots are generally 50 feet wide by 80 feet deep. These lots range in size from 3,880 square feet to 6,400 square feet, with an average lot size of 4,440 square feet. These lots are shallower and smaller than other planned development lots, which typically range in depth from 100 to 110 feet and average 5,000 square feet in area. The two lots in the extreme south corners of the proposed project are slightly deeper and exceed 10,000 square feet in area. "K NOKTH KICHLAND HILLS l—,r r IrecA9"t; Prar erf L., T L as •� / "L M.q .. rr f7 7.nenrsal T ue Lr /r P � \ Y Kr /0� raj/�"1y pro evd�Sh,rb U. Landscape Plan r r r 1 Concept Plan Exhibit The development incorporates approximately 11,000 square feet (0.25 acres) of open space, which makes up 8.7% of the site. Most of the open space is located in a 6,578- square foot lot in the center of the development. Planned improvements to the central open space area include landscaping and hardscape features, a community fireplace and outdoor patio, and off-street parking spaces to accommodate visitor parking for the neighborhood. Open space lots are also located adjacent to Stardust Drive to provide areas for entryway signage, street trees, and landscaped entries. The Development Review Committee commented that the size and scope of open space improvements may be too large for a 16-lot homeowner's association to maintain in the long term. It is recommended that the size of the open space lot at the northeast corner of the site be reduced in size and the land area redistributed into the residential lots to make them slightly larger and wider. The proposed conditions of approval for this RI-PD district are attached. Applications for rezoning to the RI-PD district provide an opportunity to address modifications to specific site development and building design standards for the site. These conditions are based on the applicant's proposed development of the property, and include the items described in detail below. These conditions may be modified throughout the public hearing process, but they are subject to final approval by City Council. LAND USE PLAN: This area is designated on the Land Use Plan as Medium Density Residential. This designation provides for attached dwelling units such as duplexes and townhomes as well as higher density detached dwelling units such as zero lot line patio/cottage home. General characteristics of these neighborhoods include amenitized neighborhood open spaces, wide sidewalks, street trees, alley-accessed driveways and garages, a density of six to eleven dwelling units per acre, and houses of one, two, and three stories. CURRENT ZONING: The property is currently zoned I-2 (Medium Industrial). The I-2 district is intended to permit a wide range of manufacturing, wholesale, and service type uses. "K NOKTH KICHLAND HILLS PROPOSED ZONING: The proposed zoning is RI-PD Residential Infill Planned Development. The RI-PD zoning district is intended to encourage residential development of small and otherwise challenging tracts of land by offering incentives that encourage creative and inventive development scenarios. These developments are limited to residential development or redevelopment of less than ten acres. SURROUNDING ZONING ( LAND USE: NORTH PD(Planned Development) Low Density Residential Single-family residences WEST 1-2(Medium Industrial) Retail Commercial Auto repair facility SOUTH RI-PD(Residential Infill Planned Low Density Residential Single-family residences Development) EAST PD(Planned Development) Low Density Residential Single-family residences PLAT STATUS: The property is unplatted. Approval of a preliminary plat; engineering plans for streets, utilities, grading and drainage; and a final plat would be required prior to any construction. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission conducted a public hearing and considered this item at the August 4, 2022, meeting and voted 6-1 to recommend approval (Chair Welborn voting against). RECOMMENDATION: Approve Ordinance No. 3754. f W x LU 7 LL ...................................... p,.. .. 'yam W .. �A "0111, Uri) STA i�RD US`T lui� i uuVluuw ullllluuuu 11111100 ' i u IRON HORSE ............ ....... ........_....... ........ ............. w i... i WESTBURY LL W ' 1J9 /a ........ . SIERRA A ................................ ................ „ x z Q � �� x.................. z r v ........ Q ... �u z...............", > ........ z Prepared by Planning 7/8/2022 N DISCLAIMER:This product is for informational purposes and may not n Feet have been prepared foror be suitable for legal,engineering,or surveying N 0 125 250 500 750 1,000 purposes.It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. � ,". uJ�ri v y�1✓%����f/ti/ �: fa� c", m „r �il�� i rr r r f ti/ %^'' r�r,�r ��r,'/r %il- ,/ �rm rrir fir/r r0U��l % r '✓�/s'� / �� /i �r� // j,'�u"!r ' a r m✓a y J r � u„�" j, ' / r „� 11~ �. ( �;; r� r f���f�t; �, I „` . 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Prepared by Planning 7/8/2022 N DISCLAIMER:This product is for informational purposes and may not n Feet have been prepared for or be suitable for legal,engineering,or surveying N 0 125 250 500 750 1,000 purposes.It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. k4FItH PUBLIC HEARING NOTICE NORTH RICHLAND HILLS CASE: ZC21 -0016 You are receiving this notice because you are a property owner of record within 200 feet of the property requesting a zoning change as shown on the attached map. APPLICANT Fernando Sotelo (Somerik Realty) and Chase Medford (Medford Construction) LOCATION 6716 Stardust Drive REQUEST Public hearing and consideration of a request from Fernando Sotelo for a zoning change from 1-2 (Medium Industrial) to RI-PD (Residential Infill Planned Development) at 6716 Stardust Drive, being 2.86 acres described as Tract 1A2, John C Yates Survey, Abstract 1753. DESCRIPTION Proposed zoning change for the development a 16-lot single-family residential neighborhood with 0.25 acres of open space. Lots would range from 3,880 to 12,110 square feet in area, with an average lot size of 5,320 square feet. The minimum house size would be 2,000 square feet. PUBLIC HEARING DATES Planning and Zoning Commission 7:00 PM Thursday, August 4, 2022 City Council 7:00 PM Monday, August 22, 2022 MEETING LOCATION City Council Chamber-Third Floor 4301 City Point Drive North Richland Hills, Texas People interested in submitting letters of support or opposition are encouraged to contact the Planning & Zoning Department for additional information. Letters must be received by the close of the City Council public hearing. Because changes are made to requests duringthe public hearing process,you are encouraged to follow the request through to final action by City Council. Planning and Zoning Department 1 4301 City Point Drive - NRH, TX 76180 817-427-6300 1 www.nrhtx.com I planning@nrhtx.com FOR MORE INFORMATION, VISIT NRHTX.COM/MAP 3LA a — LL m o STARDUST 1 (P v IRON HORSE C WE STB U RN U- Ise u. �y uu z SIERRA, 4 w� Y POM r � Mes 40, J J Ik m w r r Planning and Zoning Department 4301 City Point Drive - NRH, TX 76180 817-427-6300 1 www.nrhtx.com I planning@nrhtx.com NOTIFIED PROPERTY OWNERS ZC21-0016 BARRAZA,JULIE LYNEE 6821 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 BIRDVILLE ISD 6125 E BELKNAP ST FORT WORTH TX 76117 CAVADIAN PROPERTIES LLC 1230 RIVERBEND ST#220 DALLLAS TX 75247 DAWSON,REGINALD 6737 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 DAY,LISA 6705 STARDUST DR NORTH RICHLAND HILLS TX 76180 DRAG00,EMILY B 6721 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 DUGULESCU,LUCIAN 6916 HEATHER LN NORTH RICHLAND HILLS TX 76182 EAGLE RESOURCES LTD PO BOX 33037 FORT WORTH TX 76162 EDWARDS,JOHN 6745 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 ESTATES AT NRH HOMEOWNERS ASSOC PO BOX 650255 DALLAS TX 75265 FREENEY,STEVE 6717 STARDUST DR NORTH RICHLAND HILLS TX 76180 GERAYLI TEXAS PROPERTIES LLC 31921 MONARCH CREST LAGUNA NIGUEL CA 92677 HALE,RALPH 6701 STARDUST DR NORTH RICHLAND HILLS TX 76180 HAMMONDS FAMILY REVOCABLE TRUST 6818 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 HENDERSON,REVLYN APPLEWHITE 4505 SLEEPY MEADOWS DR FORT WORTH TX 76244 HOGAN,PAMELA SUSAN 6809 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 HOWELL,BRENDAC BUCHSTEIN 6813 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 ANDANI,SHAHABUDDIN 6713 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 KATHIYA,SOYEBMOHMED 6829 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 KHADKA,SANTOSH 6717 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 KHATIWADA,DEVENDRA 10301 GRAYHAWK LN FORT WORTH TX 76244 KNOX,FRANK STEPHEN 6825 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 MARISCAL,ANDREA 6838 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 MILLS FAMILY TRUST 6733 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 MORENO,MARTIN 6825 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 MUELLER,ERIC 6000 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 NIROULA,PRAVESH RAJ 6801 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 NOVALIS,JOHN III 6821 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 ORTEGA,SERGIO 6829 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 PATHAMMAVONG,SICHANH 6834 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 PAUDEL,AMY 6817 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 PENA,PAUL III 6826 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 POUDEL,DURGA 6822 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 REGIONAL RAIL ROW CO PO BOX 660163 DALLAS TX 75266 ROBERTS,SAMUEL EUGENE 6749 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 SERVICE KING PAINT&BODY INC 808 S CENTRAL EXPWY RICHARDSON TX 75080 SHRESTHA,MIVA 6713 STARDUST DR NORTH RICHLAND HILLS TX 76180 SOMERIK REALTY LLC 1713 LITTLE DEER LN FORT WORTH TX 76131 STAMBAUGH,DONNAS 6817 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 STEPHEN,MARGARET 6709 STARDUST DR NORTH RICHLAND HILLS TX 76180 STEWART,DANIELJ 6712 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 TAUBENHEIM,SCOTT 6741 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 VILLEGAS,ALDO GALLEGOS 6805 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 WEATHERRED,PEGGY 6813 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 WILSON,JENNIFER V 6729 CAMBRIDGE DR NORTH RICHLAND HILLS TX 76180 YOGI,BINOD 6830 DREAM DUST DR NORTH RICHLAND HILLS TX 76180 ......67,09...... 6$0 6805 6013: 6921 6925 6040 69 6250 6009 6708 ����m�� � i 60 16 6125 17 f 6813 i 69 s �6sv/ 6005 PRAIRIE pqw 36 �oi 6712 6721i 6821/ 6532 N 6000 u / „ ,,,,,,,, 8 Qii 6001 6012 69 28 C 6 / ��� �25 6924'' U� 6717 6829 6920 6705" 6713 /� � � � i%i 6709 ��6814 ��;S1 6008 6916 q .. 6818// m ✓�^ STARDUST /6822 6004 6913 loll 6000 6826 plllII���� 6509 ','III 6830 6834 ' 6838 5904 �I 6849 6905 O 15 6845 6901 LLI 6837 6841 LL .............................................. 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ORDINANCE NO. 3754 ZONING CASE ZC21-0016 AN ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, TEXAS AMENDING THE ZONING ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, AND THE ZONING MAP OF THE CITY OF NORTH RICHLAND HILLS, TEXAS BY REZONING 2.86 ACRES OF LAND LOCATED AT 6716 STARDUST DRIVE FROM 1-2 (MEDIUM INDUSTRIAL) TO RI-PD (RESIDENTIAL INFILL PLANNED DEVELOPMENT); PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING FOR SEVERABILITY; ESTABLISHING A PENALTY; PROVIDING FOR SAVINGS; PROVIDING FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of North Richland Hills, Texas is a home-rule municipality located in Tarrant County, Texas acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the Zoning Ordinance of the City of North Richland Hills regulates and restricts the location and use of buildings, structures, and land for trade, industry, residence, and other purposes, and provides for the establishment of zoning districts of such number, shape, and area as may be best suited to carry out these regulations; and WHEREAS, the City Council has previously passed an ordinance adopting the Vision203O Land Use Plan as the primary document on which to base all zoning, platting, and other land use decisions; and WHEREAS, the Vision203O Land Use Plan map provides guidance for future development in conformance with the adopted Vision203O Land Use Plan; and WHEREAS, the owner of property located at 6716 Stardust Drive (the "Property") has filed an application to rezone the Property from its present classification of 1-2 (Medium Industrial) to RI-PD (Residential Infill Planned Development); and WHEREAS, the Planning and Zoning Commission of the City of North Richland Hills, Texas held a public hearing on August 4, 2022, and the City Council of the City of North Richland Hills, Texas, held a public hearing on August 22, 2022, with respect to the zoning change described herein; and Ordinance No. 3754 ZC21-0016 Page 1 of 4 WHEREAS, the City has complied with all requirements of Chapter 211 of the Local Government Code, the Zoning Ordinance of the City of North Richland Hills, and all other laws dealing with notice, publication, and procedural requirements for rezoning the Property; and WHEREAS, upon review of the application, and after such public hearing, the City Council finds that granting the request herein furthers the purpose of zoning as set forth in the Zoning Ordinance of the City of North Richland Hills and that the zoning change should be granted, subject to the conditions imposed herein; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: That the Zoning Ordinance of the City of North Richland Hills is hereby amended by rezoning the Property and approving a Residential Infill Planned Development as provided herein on a 2.86-acre tract of land described as Tract 1A2, John C Yates Survey, Abstract 1753, commonly referred to as 6716 Stardust Drive, as described and shown on Exhibit"A," attached hereto and incorporated for all purposes. Section 2: The City Council finds that the information submitted by the applicant pursuant to the requirements of the Zoning Ordinance is sufficient to herein approve the residential infill planned development in accordance with the requirements of the Residential Infill Planned Development (RI-PD) district Land Use and Development Regulations, set forth in Exhibit "B," and the Site Plan Exhibits, set forth in Exhibit "C," both of which are attached hereto and incorporated for all purposes. Section 3: That the official zoning map of the City of North Richland Hills is amended and the Planning Director is directed to revise the official zoning map to reflect the approved Residential Infill Planned Development (RI-PD)zoning, as set forth above. Section 4: The use of the property described above shall be subject to all applicable and pertinent ordinances of the City of North Richland Hills, all applicable regulations contained in the Building and Land Use Regulations for the R-2 (Single-Family Residential) zoning district, and the additional zoning standards as set forth in Exhibit "B." Section 5: The zoning district as herein established has been made in accordance with a comprehensive plan for the purpose of promoting the health, safety, morals and general welfare of the community. Ordinance No. 3754 ZC21-0016 Page 2 of 4 Section 6: This Ordinance shall be cumulative of all provisions of ordinances and of the Code of Ordinances of the City of North Richland Hills, Texas, as amended, except when the provisions of this Ordinance are in direct conflict with the provisions of such ordinances and such code, in which event the conflicting provisions of such ordinances and such code are hereby repealed. Section 7: It is hereby declared to be the intention of the City Council that the sections, paragraphs, sentences, clauses, and phrases of this Ordinance are severable, and if any section, paragraph, sentence, clause, or phrase 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 sections, paragraphs, sentences, clauses, and phrases of this Ordinance, since the same would have been enacted by the City Council without the incorporation in this Ordinance of any such unconstitutional section, paragraph, sentence, clause or phrase. Section 8: Any person, firm or corporation violating any provision of the Zoning Ordinance and the zoning map of the City of North Richland Hills 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 9: 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 governing zoning 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 10: The City Secretary is hereby authorized and directed to cause the publication of the descriptive caption and penalty clause of this ordinance two times. Section 11: This ordinance shall be in full force and effect immediately following publication as required by Section 10 hereof. AND IT IS SO ORDAINED. PASSED AND APPROVED on this 22nd day of August, 2022. Ordinance No. 3754 ZC21-0016 Page 3 of 4 CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary / Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney APPROVED AS TO CONTENT: Clayton Comstock, Planning Director Ordinance No. 3754 ZC21-0016 Page 4 of 4 Exhibit A— Property Description—Ordinance No. 3754— Page 1 of 1 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas BEING a 2.86-acre portion of a tract of land situated in the John C.Yates Survey,Abstract Number 1753,City of North Richland Hills,Tarrant County,Texas conveyed to Service King Paint& Body Inc, as described in a deed recorded in Volume 9290, Page 1785, Deed Records,Tarrant County,Texas(D.R.T.C.T.)and being more particularly described as follows: BEGINNING at a capped iron rod found at the southeast corner of said Service King Paint& Body tract,at the most southerly corner of Block B, Estates at NRH, an Addition to the City of North Richland Hills,Tarrant County,Texas, according to the map thereof recorded in Volume A, Page 7954, Plat Records, Tarrant County,Texas, in the north line of St. Louis&Southwestern Railroad,a 100-foot right-of-way; THENCE with the north line of said St. Louis&Southwestern Railroad South 64 degrees 27 minutes 17 seconds West, a distance of 563.28 feet,to a capped iron rod set stamped"GSI SU RVEYING"for the southwest corner of said Service King Paint& Body tract,for the southeast corner of Lot 3, Block 1, Ranger Crossing,an Addition to the City of North Richland Hills, Tarrant County, Texas, according to the map thereof recorded in Volume 388-208, Page 44, Plat Records,Tarrant County,Texas; THENCE with the common line between said Service King Paint& Body tract and with said Lot 3, North 02 degrees 51 minutes 18 seconds East, a distance of 390.84 feet,to a capped iron rod set, stamped "GSI SURVEYING'for the northwest corner of said Service King Paint& Body tract,for the beginning of a curve to the right, having a radius of 229.28 feet, in the south line of Stardust Drive,a 60-foot right-of-way; THENCE with the south line of said Stardust Drive,the following three(3)courses and distances: 1. with said curve to the right, a chord bearing and distance of North 75 degrees 25 minutes 48 seconds East,86.73 feet,an arc length of 87.26 feet; 2. North 64 degrees 33 minutes 47 seconds East,a distance of 34.79 feet,to the beginning of a curve to the right having a radius of 50.00 feet; 3.with said curve to the right a chord bearing and distance of North 73 degrees 36 minutes 03 seconds East, 88.40 feet,an arc length of 108.44 feet,to the northeast corner of said Service King Paint& Body tract; THENCE with the common line between said Service King Paint&Body tract and with said Block B,South 54 degrees 03 minutes 55 seconds East, at 40.98 feet passing a capped iron rod found, in all a distance of 356.42 feet to the POINT OF BEGINNING and containing 2.860 acres of land. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 1 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas This Residential Infill Planned Development (RI-PD) District must adhere to all the conditions of the North Richland Hills Code of Ordinances,as amended, and adopt a base district of R-2 (Single- Family Residential).The following regulations must be specific to this RI-PD district. Where these regulations conflict with or overlap another ordinance, easement, covenant or deed restriction, the more stringent restriction will prevail. A. Permitted Land Uses. Uses in this RI-PD are limited to those permitted in the R-2(Single Family Residential) zoning district, as amended, and subject to the following. 1. Any land use requiring a special use permit in the R-2 (Single-Family Residential) zoning district, as amended, is only allowed if a special use permit is issued for the use. 2. Any land use prohibited in the R-2 (Single-Family Residential) zoning district, as amended, is also prohibited. B. Site development standards. Development of the property must comply with the development standards of the R-2 (Single-Family Residential) zoning district unless otherwise provided below. 1. The minimum standards for lot dimensions and setbacks areas follows. STANDARD MINIMUM REQUIREMENT Lot area 4,000 square feet .................................................................................................................................................................................................................................................................................................................................................................................................................................................... Number of lots 16 lots (maximum) ................................................................................................................................................................................................................................................................................................................................................................................................................................................. Lot width, interior 50 feet .................................................................................................................................................................................................................................................................................................................................................................................................................................................... Lot width,corner 55feet ................................................................................................................................................................................................................................................................................................................................................................................................................................................. Lot depth 80 feet .................................................................................................................................................................................................................................................................................................................................................................................................................................................... Front building line 20 feet ................................................................................................................................................................................................................................................................................................................................................................................................................................................. Side building line 5 feet interior 10 feet on corner street side 20 feet on reverse corner street side .................................................................................................................................................................................................................................................................................................................................................................................................................................................... Rear building line 10 feet Rear yard open space Not required 2. The development must set aside at least eight percent (8%) of the land area as common open space.All common open space areas and amenities must be owned and maintained by the home owner's association. The common open space areas must be designed as shown on the site plan attached as Exhibit "C." 3. Fencing must be designed as shown on the site plan attached as Exhibit "C" and is subject to the following. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 2 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas a. A six- (6-) foot tall masonry screening wall must be constructed on the rear property line of the single-family lots abutting Lot 3, Block 1, Ranger Crossing Addition.The wall must be constructed as a traditional masonry wall or a pre-cast product.The columns may not exceed seven (7)feet in height.The wall must include a twelve(12) inch mow strip. The developer is responsible for the wall construction as part of the public improvements for the subdivision. b. A thirty- (30-) inch tall masonry kneewall at least eighteen (18) inches deep must be constructed on the north side of the parking spaces on the central open space lot.The wall must include a twelve- (12-) inch mow strip and be topped with a capstone of at least two (2) inches thick. Thin-panel walls are prohibited. The developer is responsible for the wall construction as part of the public improvements for the subdivision. c. A six-(6-)foot tall ornamental metal fence must be constructed on the side or rear lot lines of the single-family residential lots that abut any open space lot as depicted on Exhibit "C." Wood privacy fences are prohibited adjacent to open space lots. d. An eight- (8-) foot tall wood privacy fence must be constructed on the rear property lines of the single-family lots abutting the railroad right-of-way. The fence must be a pre-stained board-on-board cedar fence with top cap and side trim; metal posts, brackets, and caps. The finished side must face the railroad right-of-way. The developer is responsible for the fence construction as part of the public improvements for the subdivision. e. Privacy fences constructed on residential lots must be a pre-stained board-on-board cedar fence with top cap and side trim; metal posts, brackets, and caps. The privacy fence must not exceed eight (8) feet in height. However, where a privacy fence intersects an ornamental metal fence on an open space lot or a masonry screening wall, the privacy fence must transition to six (6) feet in height over the course of at least one fence panel. 4. Sidewalks, crosswalks, and parking areas must be designed as shown on the site plan attached as Exhibit "C" and are subject to the following. a. A four- (4-) foot wide sidewalk must be constructed on internal streets adjacent to all single-family residential lots.The builder is responsible for the sidewalk construction. b. A four-(4-)foot wide sidewalk must be constructed on internal streets adjacent to the open space lots at the entry to the development.The developer is responsible for the sidewalk construction as part of the public improvements for the subdivision. c. Crosswalks must be designed and installed as shown on the site plan attached as Exhibit "C." All crosswalks must be at least six (6) feet wide and enhanced with a decorative stamp and stain or dyed as approved by the Development Review Committee. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 3 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas d. Six(6) head-in off-street parking spaces must be constructed in the central open space lot as shown on the site plan attached as Exhibit "C." The developer is responsible for construction of the parking spaces as part of the public improvements for the subdivision. 5. Utility construction is subject to the following. a. Lateral and service lines for all franchise utilities must be placed and maintained underground. b. Streetlights must be selected from Oncor's decorative street lighting options, excluding any fiberglass poles. c. New aerial utilities are prohibited as part of this development. 6. The development must include cluster mailboxes. The mailbox design must be equipped with decorative tops and pedestals. The location and design must be approved by the Development Review Committee and US Postal Service. 7. Development entry signs must be designed and installed in accordance with Chapter 106 —Signs of the North Richland Hills Code of Ordinances and details attached as Exhibit "C." 8. Landscaping must be designed as shown on the landscape plan attached as Exhibit "C" and is subject to the following. a. The landscape improvements shown in the central open space on the site plan are considered conceptual for the purpose of identifying the proposed location and type of improvements on the lot. A formal landscape site plan prepared by a Registered Landscape Architect must be submitted for approval by the Development Review Committee. The plan must be submitted with the public infrastructure plans for the development. b. Street trees must be planted in open space lots adjacent to Stardust Drive. The trees may be spaced twenty (20) to fifty (50) feet on center, provided the average spacing is thirty (30) feet on center. c. Landscaping on and adjacent to individual residential lots is subject to the following. i. On all lots, at least two (2) trees must be installed. At least one (1) tree must be a Large/Canopy Tree of a hardwood species such as oak, elm, maple, or similar species at least three (3) caliper inches in size. One (1) tree may be a Small/Ornamental tree selected from the City's Plant List. ii. On all lots, one (1) street tree must be planted between the sidewalk and curb adjacent to the front of each lot.The street trees must be spaced a minimum of twenty (20) feet apart and must be maintained to provide proper clearance along the sidewalk and street. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 4 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas iii. The front yard of all lots must be landscaped with a minimum of eight (8) three- or five-gallon shrubs and eighteen (18) one-gallon shrubs. The shrubs must include at least three different species. Industry standard edging must be provided between turf and landscaped beds. d. All landscaped areas of each residential lot and each open space lot must be watered by an automatic underground irrigation system equipped with rain and freeze sensors.All large and ornamental trees must be on bubbler/drip irrigation on separate zones from turf grass. e. The homeowner's association is responsible for the maintenance of the landscaping and trees within all open space lots. f. The use of artificial turf in street parkways and front yards is prohibited. C. Building design standards. Building design and appearance must comply with the standards described below. 1. The conceptual building elevations attached as Exhibit "C" are intended to be a reference for architectural elements and design techniques. The purpose of the elevation is not to dictate how residences are designed, but to provide flexibility for variety and ensure that the community possesses a distinct character. 2. The minimum dwelling unit size is 2,000 square feet. 3. The maximum structure height is thirty-eight (38) feet. 4. Windows are prohibited on the second story level of the rear elevation of dwelling units constructed on the lots abutting the Estates at NRH subdivision. 5. The exterior walls of dwelling units are subject to the following. a. The construction of exterior walls must be designed and constructed in accordance with Section 98-125 (Railroad noise attenuation) of the North Richland Hills Code of Ordinances, as applicable. b. Exterior wall material changes may not occur at a front outside corner of the front elevation. Materials must wrap at least two (2) feet around the side elevation. 6. Garages are subject to the following. a. Front entry garages are permitted within the development. At least four (4) houses must have individual doors separated by a minimum twelve-inch (12) wide column. b. The garage entry must be set back at least twenty (20) feet from the property line. c. The proportion of garage doors on a front building fagade may not exceed fifty (50) percent of the building width. d. Three-car garages are prohibited. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 5 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas e. Garage doors must include at least two of the following elements. i. Two single garage doors. ii. Decorative windows. iii. Decorative hardware. iv. Raised or recessed panels, reveals with texture. v. Garage door paint or stain that is darker in color than the trim of the dwelling. 7. Driveways are subject to the following. a. Surface materials for driveways must be salt finished, aggregate pebble, pavestone, or stamped and stained concrete. b. The drive approaches must not exceed forty percent (40%) of the lot width as measured at the property line. 8. Building roofs are subject to the following. a. Roof must have a minimum pitch of 8:12 on front elevation of house, and a minimum pitch of 6:12 on the sides. Accent roofs, porch roofs, and shed roofs must be pitched 4:12 or greater. b. Roofing materials must have a minimum 30-year warranty. c. Three-tab shingles are prohibited. d. Mansard, gambrel, chalet, and flat roofs are prohibited. 9. Building elevations and floor plans are subject to the following. The purpose of this section is to limit the effects of repetition and uniformity by requiring substantive variation and diversity in front elevations within a certain lot pattern. a. The same front building elevation may not be repeated more frequently than every fourth lot. b. There must be at least two (2) dwellings a#WpnKc7 located between dwelling units that have 1 2 the same building elevation or the same I I I I I I floor plan. c. The same floor plan may not be used if a dwelling with that floor plan already I w .l 4 ,: � exists either directly across the street or diagonally across the street. d. A dwelling is considered sufficiently differentiated when three of the following elements are satisfied: Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 6 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas i. Different number of full stories. ii. Change in the roofline that is at least fifty percent (50%) of the width of the front elevation. iii. Change in roof pitch of at least two units of change, e.g., 6:12 pitch to 8:12 pitch. iv. Inclusion or exclusion of a front porch or change in height of a front porch roof by at least four (4) feet. v. Difference in the number of dormers. vi. Change in number of front-facing garage doors. vii. Garages recessed or projected by at least four (4) feet. viii. Change in exterior materials covering fifty percent (50%) or more of the wall coverage on the front elevation, excluding door and window openings. ix. Difference in the number of windows, provided there is at least two (2) feet of separation between windows when two or more windows are present. e. The following elements will not be considered when evaluating the elements stated a bove. i. Change in paint or material color. ii. Change in roof pitch of less than two units of change, e.g., 5:12 pitch to 6:12 pitch. iii. Change in roofline of less than fifty percent (50%) of the width of the front elevation. iv. Minor changes in exterior architectural features. v. Same proportions of exterior features, including flipped or mirrored front elevations. vi. Changes in roof material. 10. Each building must include the following architectural elements: a. Decorative coach lighting fixtures at least thirteen (13) inches in height. 11. Each building must also include at least three of the following architectural elements. a. At least two distinct masonry materials. b. Divided light or border light windows on street facing elevations, including front elevations and side elevations on corner lots. c. Enhanced brick details, such as herringbone, rowlocks, etc. d. Metal seam roof accents. Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 7 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas e. Cedar shutter accents that are at least one-half the width of the window. f. Cast stone accents. g. Front porches with a minimum depth of at least six (6) feet and an area of at least sixty (60) square feet. h. Cedar columns. i. Dormers. j. Balconies. k. Eight-foot-tall entry doors. D. Property owner's association. Each lot owner must be a mandatory member of the homeowner's association (HOA). Conditions, covenants, and restrictions (CC&Rs) for all property within the RI-PD district must be recorded in the official public records of Tarrant County by the owner before a final subdivision plat may be approved, a lot sold, or a building permit issued. Conditions, covenants, and restrictions that relate to provisions required in this district must be approved by the city attorney, and they must: 1. Create a property owners' association with mandatory membership for each property owner. 2. Establish architectural standards that are in conformity with the requirements of this RI- PD district. 3. Create an architectural review committee to review development for compliance with the architectural standards and issue certificates of approval for additions and exterior remodels prior to a building permit application. 4. Provide for the maintenance of the landscaping and trees within the right-of-way. 5. Provide for the maintenance of all common amenities, common areas, open space lots, and associated landscaping and irrigation. 6. Provide for the maintenance of fences and walls adjacent to open space lots and/or within dedicated wall easements. 7. At a minimum, the conditions, covenants, and restrictions establishing and creating the mandatory property owners' association must contain and/or provide for the following: a. Definitions of terms contained therein; b. Provisions acceptable to the City for the establishment and organization of the mandatory property owners' association and the adoption of bylaws for the association, including provisions requiring that the owner of any lot within the applicable subdivision and any successive buyer shall automatically and mandatorily become a member of the association; Exhibit B—Land Use and Development Regulations—Ordinance No. 3754— Page 8 of 8 Zoning Case ZC21-0016 Wayfarer Tract 1A2,John C Yates Survey,Abstract 1753 6716 Stardust Drive, North Richland Hills,Texas c. The initial term of the covenants, codes, and restrictions establishing and creating the association must be for a 50-year period and must automatically renew for successive ten-year periods, and the association may not be dissolved without the prior written consent of the City; d. The right and ability of the City or its lawful agents, after due notice to the association, to remove any landscape systems, features, or elements that cease to be maintained by the association; to perform the responsibilities of the association if the association fails to do so in compliance with any provisions of the covenants, codes, and restrictions of the association or of any applicable city code or regulations; to assess the association for all costs incurred by the City in performing said responsibilities if the association fails to do so; and/or to avail itself of any other enforcement actions available to the city pursuant to state law or city codes or regulations; and e. Provisions indemnifying and holding the City harmless from any and all costs, expenses, suits, demands, liabilities or damages, including attorney's fees and costs of suit, incurred or resulting from the City's removal of any landscaping, features, or elements that cease to be maintained by the association or from the city's performance of the aforementioned operation, maintenance or supervision responsibilities of the association due to the associations' failure to perform said responsibilities. E. Amendments to Approved Planned Developments. An amendment or revision to the Residential Infill Planned Development (RI-PD) must be processed in the same manner as the original approval. The application for an amendment or revision must include all land described in the original ordinance that zoned the land to the RI-PD district. The city manager or designee may approve minor amendments or revisions to the RI-PD standards provided the amendment or revisions does not significantly: 1. Alter the basic relationship of the proposed uses to adjacent uses; 2. Change the uses approved; 3. Increase approved densities, height, site coverage, or floor areas; 4. Decrease on-site parking requirements; 5. Reduce minimum yards or setbacks; or 6. Change traffic patterns. Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 1 of 7 ti3'�2 A / B D.:. i i C WAYFARER SITE�ONOEPT OB30.2022 - y Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 2 of 7 2X2 9r7 A CL A p7 Tree from the city's p o ed &p''i Large Tree Ust Tree from the oity's Ornamental Tree Llt Shrub from In.cty's approved Shrub L F Landscape Plan saes / � Common SPace/Lan�sraPeA l \ry \s e CM 1 Pellu/Br'ck Fovors �� � � +� Cnnaete ITT` � ' g �a 1 «V Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 3 of 7 V1 m n A� (t � o . 2aL, Y Rt �. sic �,� Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 4 of 7 x �z z TQ \ BD QQ sr f � � i e �a WAYFARER SITE ADJA.FNT PROPRTIES Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 5 of 7 14 roV, r,. k eonar,oeM cs95 �r r trrl t�y. � o 0 > ;�pI o �yii a ry _ U N C 4;jf r L� L I— J E O Eon '{7 N C y > L] p (n ct r, o J sy Y (I' M T Q a h a VJ Y w f .t C L l.L a (Ll N C Cm E C a c a m o Community Fire Plac t th CIO = U a U center of Wayfarer Plac J Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 6 of 7 III. Exhibits The following exhibits include images of proposed typical home elevations similar to those to be constructed for this project.Other exhibits include typical wall/landscape examples,concept plan and landscape plan. A. Decorative Light Poles and Mailboxes a j k Q r/r ri/ice rii / J�IJJ irr rtr r ri o a � M1@ �: rr^ 1✓ s� W II �° wi Jaoi v �r �R w '1 ia I�ir%�ii/i r rnre iJG/�p%ot✓ fir; ali, rDi i r, Exhibit C-Site Plan Exhibits-Ordinance No.3754-Page 7 of 7 E. Typical Home Elevations 8 ix r a� �y i %//� , i qq1 % illl Y ;% �ii// flJllJlllllrU�'1�Y�lTdllJ� lff��lll��lnd�4f �' � ��/' � � fGa66'dfl�d(�rrrl�rll���Yl6@IYIY 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 4, 2022 CA ZC21-0016 PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM FERNANDO SOTELO FOR A ZONING CHANGE FROM 1-2 (MEDIUM INDUSTRIAL) TO RI-PD (RESIDENTIAL INFILL PLANNED DEVELOPMENT) AT 6716 STARDUST DRIVE, BEING 2.86 ACRES DESCRIBED AS TRACT 1A2, JOHN C YATES SURVEY, ABSTRACT 175. APPROVED Chair Welborn introduced the item, opened the public hearing, 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. Jeff Polk, 710 Cabernet Court, Grapevine, Texas, presented the request. Chair Welborn and the applicant discussed the percentage of siding being proposed for the houses. Mr. Polk stated the houses are intended to have not more than 50% siding and limited to second floor areas. Chair Welborn and the applicant discussed the pad sizes shown on the zoning exhibit. Mr. Polk stated the sizes vary depending on lot size. Ex-Officio Ross and the applicant discussed the location of the stop sign at the internal intersection. Vice Chair Luppy and the applicant discussed the fencing proposed for the project. Mr. Polk stated a masonry fence is proposed on the west side and a cedar wood fence proposed adjacent to the railroad right-of-way. Chair Welborn called for Mr. Comstock to present the staff report. Mr. Comstock presented the staff report. Commissioner Bridges and Mr. Comstock discussed which properties would be affected by the restriction on second floor windows. August 04, 2022 Planning and Zoning Commission Meeting Minutes Page 1 of 3 Chair Welborn, Commissioner Stamps, and Mr. Comstock discussed which lots would be affected by the railroad sound attenuation standards. Chair Welborn and Mr. Comstock discussed the pad depths and setbacks, and that the twenty-percent rear yard open space standard would not apply for this project. Chair Welborn and Mr. Comstock discussed the minimum 2,000 square-foot house size and that the lot size and pad size would result in almost all the houses being two-story design. Commissioner Bowen asked if the streets are intended for one-way or two-way traffic. Mr. Comstock stated the street is standard width designed for two-way traffic. Chair Welborn asked if this property was ever intended to be a phase of the adjacent residential development. Mr. Comstock stated nothing turned up during research about the property and that the site has been zoned for industrial use for many years. Chair Welborn asked what the zoning can control regarding building materials. Mr. Comstock stated a state law change in 2019 generally prevents cities from requiring specific building materials for residential or commercial property. He stated materials could be required as part of a development agreement, but such an agreement is not proposed for this project. Chair Welborn and Mr. Comstock discussed examples of homeowner's associations for small developments in the city. Chair Welborn and Mr. Polk discussed details of the pad sizes and fencing. Mr. Polk stated the pads are situated at the building line on most of the lots and clarified the fence along the railroad is a cedar fence. He stated the builder on the lot could address the replacement of the existing fences with the property owners on the east side of the project. Chair Welborn asked if the developer would also be the builder. Mr. Polk stated that is undetermined at this time but that he expects the project to build out quickly. Vice Chair Luppy and the applicant discussed the existing fences on the adjacent homes and that it would be appropriate for those fences to be replaced as part of the construction of the project. August 04, 2022 Planning and Zoning Commission Meeting Minutes Page 2 of 3 Chair Welborn called for anyone wishing to speak for or against the request to come forward. There being no one else wishing to speak, Chair Welborn closed the public hearing. Commissioner Roby asked the expected price point for the houses. Mr. Polk stated the price point is not determined at this time but that it could be comparable to others in the area. Chair Welborn stated his concerns about the how the lot sizes and required house size would likely result in all two-story houses, and that the number of lots may be too small to sustain a homeowner's association to maintain the amount of open space provided. A MOTION WAS MADE BY VICE CHAIR LUPPY, SECONDED BY COMMISSIONER STAMPS TO APPROVE ZC21-0016. MOTION TO APPROVE CARRIED 6-1, WITH CHAIR WELBORN OPPOSING. August 04, 2022 Planning and Zoning Commission Meeting Minutes Page 3 of 3 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Consider Ordinance No. 3752, authorizing the issuance of "City of North Richland Hills, Texas, General Obligation Bonds, Series 2022"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said 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. PRESENTER: Mark C. Mills, Director of Finance SUMMARY: City Council is requested to consider all matters related to the issuance and sale of City of North Richland Hills, Texas General Obligation Bonds, Series 2022 (the "GO's"), including the adoption of Ordinance No. 3752. Sealed bids for the GO's are to be received on Monday, August 22, 2022. GENERAL DESCRIPTION: The proposed GO sale will include $12,405,000 in bonds. These bonds will be used to fund projects directly associated with the 2020 Bond Election program. MWERNME WHE lG..... J fl,. Im GO 2T02€98E Tax-Exempt Streets ST2219 Crystalll Lane 4133,200.0,0 GO 20208E Tax-Exempt Streets ST2220 Daniell Drive 4137,400.0,0 GCS 2'D20 BE Tax-E'xemniptt, Streets ST2210 Davvml Driive 1,222,800.00 GCS 20208E Tax-Exemmtptt. Streets ST2218 INarmmomsonRoad 2,326,000.00 GO 2T02€98E Tax-Exempt Streets ST2214 I Lamle 418,800.0,0 GCS 2024Bf, Tax-Exemniptt, Streets ST221,1, Lariiatt,Traiiilll 2,362„801.00 GCS 2020 6E Tax-Exempt ptt Streets ST221.2 IMaiiim Street 1„397,0130„O'O GO 20208E Tax-Exempt Streets ST2221 Post Oak Drive 590,400.00 GO 20208E Tax-Exempt Streets ST221.7 Siierra Drive 658,800.0,0 GCS 2'D20 BE Tax-E'xemniptt, Streets ST221,6 South Crest Drive 373,800.00 GCS 20208E Tax-Exemmtptt. Streets ST221.3 WimdhavenRoad 1„366,800.00 GO 2T02€9 8E Tax-Exempt Streets ST2215 Wood Vilew Drive 697,200.0,0 The Preliminary Official Statement and Notice of Sale were released for consideration to potential bidders on Friday, August 12. Based on the structure recommended by the IrLp NOKTH KICHLAN HILLS City's Financial Advisor, Hilltop Securities, the tax-exempt GO's will be sold at a premium. The City expects to issue approximately $11,780,000 in GO's (i.e. the par amount). In addition, the City expects to receive a net premium on the GO's of approximately $795,000. After deducting costs associated with the issuance of the GO's the City will receive net proceeds of $12,405,000, the amount required to cover the GO-funded projects. The final par and premium amounts will be determined based on the winning bid received on August 22. As part of this process, the City seeks credit ratings from S&P Global Ratings ("S&P") and Moody's Investors Service ("Moody's"). These ratings are a representation of creditworthiness and provide an evaluation of a bond issuer's financial strength and capacity to repay the bond's principal and interest. S&P has assigned its AA+ rating to both the GO's and CO's. At the same time, S&P affirmed its AA+ rating on the city's existing GO debt and certificates of obligation. The AA+ rating is S&P's second highest rating, behind AAA. Moody's has assigned its Aa2 rating to both the GO's and CO's, as well as maintaining the Aa2 rating on the City and its outstanding obligations. Aa2 is Moody's third highest rating, behind Aaa and Aa1. These ratings represent obligations of high quality, with very low credit risk. These are the same ratings the City received when it last went through this rating process in 2021. Staff requests that Council consider the approval of an ordinance prepared by the City's Bond Counsel, Norton Rose Fulbright US LLP. A draft, prepared prior to the receipt of bids for the Bonds, has been provided as an attachment to this item. The ordinance also authorizes all necessary actions associated with the transaction. If approved, the closing and delivery of funds would occur on or around September 21, 2022. RECOMMENDATION: Approve Ordinance No. 3752, authorizing the issuance of "City of North Richland Hills, Texas, General Obligation Bonds, Series 2022"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said 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. ORDINANCE NO. 3752 AUTHORIZING THE ISSUANCE OF CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BONDS, SERIES 2022 ADOPTED: August 22, 2022 13162 8316.2/1001216715 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)..................................................................................................... 7 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.. ...................................................................... 9 Section 13: Ordinance a Contract -Amendments - Outstanding Bonds...............................10 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.. ........................................................................14 Section 17: Proceeds of Sale...............................................................................................14 Section 18: Notices to Holders -Waiver. .............................................................................14 Section 19: Cancellation......................................................................................................14 Section20: Legal Opinion....................................................................................................15 Section 21: CUSIP Numbers. ..............................................................................................15 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...................................................19 Section 31: Public Meeting. .................................................................................................19 Section 32: Effective Date.. .................................................................................................19 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT EXHIBIT B FORMS OF BOND 131628316.2/1001216715 i ORDINANCE NO. 3752 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2022"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related to the issuance, sale, payment and delivery of said 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 "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 November 3, 2020 should be issued and sold at this time; a summary of the general obligation bonds authorized at such election, the principal amount 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 ($)* Balance ($) 11-3-20 Street Improvements 49,875,000 19,200,000 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. AND WHEREAS, the Council hereby reserves and retains the right to issue the balance of unissued bonds approved at such election in one or more installments when, in the judgment of the Council, funds are needed to accomplish the purposes for which such bonds were voted; 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 2022" (hereinafter referred to as the "Bonds"), for the purpose of providing funds for (1) permanent public improvements and public purposes, to wit: designing, acquiring, constructing, renovating, improving, upgrading, updating, and equipping City streets, roads, and intersections, and related curb, gutter, sidewalk, trail, drainage and utility infrastructure improvements, demolition, repair, and rebuilding of existing streets, completing necessary or incidental utility relocation and drainage in connection with the foregoing and the acquisition of land, easements, rights-of-way, and other real property interests necessary therefor or incidental thereto, and (2) 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 August 15, 2022 (the "Bond Date"), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on 13162 8316.2/1001216715 February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the rates per annum in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount ($) Rates 20 20 20 20 20 20 20 20 20 20 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 September 21, 2022) 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, 2023, 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 UMB Bank, 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 131628316.2/1001216715 2 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 Kansas City, Missouri, 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 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, 2033, 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 February 15, 2032, 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) fMandatory Redemption. The Bonds having Stated Maturities 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: 131628316.2/1001216715 3 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_ (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. 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 131628316.2/1001216715 4 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. 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 Holders 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. 131628316.2/1001216715 5 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. 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 said 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. 131628316.2/1001216715 6 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) 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 131628316.2/1001216715 7 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 said 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 2022 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 said 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 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. The City has sufficient current funds available and such funds are hereby appropriated to make the payments to become due on the Bonds on February 15, 2023, and August 15, 2023, and 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, are hereby authorized and directed to transfer and deposit in the Interest and Sinking Fund such amount of current funds which will be sufficient to pay the amounts to become due on the Bonds on February 15, 2023, and August 15, 2023. 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. 131628316.2/1001216715 8 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 shall 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 and. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent certified public accountant, or another qualified third party concerning the sufficiency of the deposit of cash and/or Government Securities to pay,when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. 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 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. 131628316.2/1001216715 9 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, 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. 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. 131628316.2/1001216715 10 "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. (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 131628316.2/1001216715 11 (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. (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 131628316.2/1001216715 12 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. (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. Section 15: Sale of Bonds —Official Statement Approval. Pursuant to a public sale for the Bonds, the bid submitted by (herein referred to collectively 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 said Purchaser at the price of par plus a cash premium of$ and no accrued interest, 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. 131628316.2/1001216715 13 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 August 22, 2022 in the reoffering, sale and delivery of the Bonds to the public. The Mayor or Mayor Pro Tern and City Secretary or Assistant 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 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 Tern 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. 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) shall 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 Council. 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 131628316.2/1001216715 14 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 prior engagement of Bond Counsel as bond counsel to the City is hereby approved, ratified and confirmed. 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 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 131628316.2/1001216715 15 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. "MSRB" 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 2022, 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 2022. 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 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; 131628316.2/1001216715 16 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 immediately preceding subsections (c)15 and (c)16 and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by 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 131628316.2/1001216715 17 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. 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 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 131628316.2/1001216715 18 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, City Manager, Deputy City Manager, 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 30: Incorporation of Findings and Determinations. The findings and determinations of the 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] 131628316.2/1001216715 19 PASSED AND APPROVED, this August 22, 2022. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO FORM AND LEGALITY: City Attorney [signature page of Ordinance] EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 131628316.2/1001216715 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 2022 Bond Date: Interest Rate: Stated Maturity CUSIP No: August 15, 2022 % 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 September 21, 2022) 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, 2023, 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 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 B-1 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 (1) permanent public improvements and public purposes, to wit: designing, acquiring, constructing, renovating, improving, upgrading, updating, and equipping City streets, roads, and intersections, and related curb, gutter, sidewalk, trail, drainage and utility infrastructure improvements, demolition, repair, and rebuilding of existing streets, completing necessary or incidental utility relocation and drainage in connection with the foregoing and the acquisition of land, easements, rights-of-way, and other real property interests necessary therefor or incidental thereto, and (2) 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_ (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, 2033, 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 February 15, 2032, 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 B-2 redemption and notice of such redemption duly given, then upon such redemption date such Bond (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 Kansas City, Missouri, is the "Designated Payment/Transfer Office" for this Bond. UMB Bank, 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 2022 Bond Date: August 15, 2022 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). (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 B-6 (anticipated to be September 21, 2022) 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, 2023, 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 UMB Bank, N.A., Dallas, Texas (the "Paying Agent/Registrar ), upon its presentation and surrender at its designated offices, initially in Kansas City, Missouri, 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 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 20222 SUBJECT: Consider Ordinance No. 3753, authorizing the issuance of "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2022"; 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. PRESENTER: Mark Mills, Director of Finance SUMMARY: City Council is requested to consider all matters related to the issuance and sale of City of North Richland Hills, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2022 (the "CO's"), including the adoption of Ordinance No. 3753. Sealed bids for the CO's are to be received on Monday, August 22, 2022 GENERAL DESCRIPTION: On June 27, 2022, the City Council passed Resolution No. 2022-027, authorizing the publication of 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 1, 2022 and July 8, 2022 and was also placed on the City's website beginning July 57 2022. The notice included a not-to-exceed amount of$3,875,000 for the purpose of: 1. Constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's water and sewer system facilities, including the acquisition of land and rights-of-way therefor; 2. Acquiring fleet vehicles and equipment for various City departments, including the fire/emergency services department; and IrLp NOKTH KICHLAN HILLS 3. Professional services rendered in relation to such projects and the associated financing thereof. These funds serve as a funding source for the Big Fossil Interceptor Rehabilitation project, a 12" and 10" sewer by-pass line, and the replacement of an ambulance. The Preliminary Official Statement and Notice of Sale were released for consideration to potential bidders on Friday, August 12. Based on the structure recommended by the City's Financial Advisor, Hilltop Securities, the tax-exempt CO's will be sold at a premium. The City expects to issue approximately $3,635,000 in CO's (i.e. the par amount). In addition, the City expects to receive a net premium on the CO's of approximately $245,000. The total funds received will be approximately $3,880,000. After deducting costs associated with the issuance of the CO's the City will receive net proceeds of 3,805,000 for the CO-funded projects. The final par and premium amounts will be determined based on the winning bid received on August 22. As part of this process, the City seeks credit ratings from S&P Global Ratings ("S&P") and Moody's Investors Service ("Moody's"). These ratings are a representation of creditworthiness and provide an evaluation of a bond issuer's financial strength and capacity to repay the bond's principal and interest. S&P has assigned its AA+ rating to both the GO's and CO's. At the same time, S&P affirmed its AA+ rating on the city's existing GO debt and certificates of obligation. The AA+ rating is S&P's second highest rating, behind AAA. Moody's has assigned its Aa2 rating to both the GO's and CO's, as well as maintaining the Aa2 rating on the City and its outstanding obligations. Aa2 is Moody's third highest rating, behind Aaa and Aa1. These ratings represent obligations of high quality, with very low credit risk. These are the same ratings the City received when it last went through this rating process in 2021. Staff requests that Council consider the approval of an ordinance prepared by the City's Bond Counsel, Norton Rose Fulbright US LLP. A draft, prepared prior to the receipt of bids for the CO's, has been provided as an attachment to this item. The ordinance authorizes all necessary actions associated with the transaction. If approved, the closing and delivery of funds would occur on or around September 21, 2022. RECOMMENDATION: Approve Ordinance No. 3753, authorizing the issuance of "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2022"; 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. ORDINANCE NO. 3753 AUTHORIZING THE ISSUANCE OF CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2022 Adopted August 22, 2022 131630950.2/1001216715 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....................................................... 4 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. ...............................................................................................10 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.....................13 SECTION 20: Further Procedures...........................................................................................13 SECTION 21: Notices to Holders -Waiver. .............................................................................13 SECTION 22: Cancellation......................................................................................................14 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......................................................................................19 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....................................................................................20 SECTION 32: CUSIP Numbers. ..............................................................................................20 SECTION 33: Continuing Disclosure Undertaking. ..................................................................20 SECTION 34: Benefits of Ordinance. ......................................................................................23 131630950.2/1001216715 TABLE OF CONTENTS (cont.) Page SECTION 35: Inconsistent Provisions.. ...................................................................................23 SECTION 36: Governing Law..................................................................................................23 SECTION 37: Effect of Headings.............................................................................................24 SECTION 38: Severability.......................................................................................................24 SECTION 39: Construction of Terms.......................................................................................24 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 FORMS OF CERTIFICATE 131630950.2/1001216715 i i ORDINANCE NO. 3753 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 2022"; 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 $3,875,000 for the purpose of paying contractual obligations to be incurred for (i) constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's water and sewer system facilities, including the acquisition of land and rights-of-way therefor, (ii) acquiring fleet vehicles and equipment for various City departments, including the fire/emergency services department, and (iii) 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 2022" 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 1, 2022, and July 8, 2022, 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 "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: 131630950.2/1001216715 (a) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (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 2022" 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 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: 131630950.2/1001216715 2 (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (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 2022" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's water and sewer system facilities, including the acquisition of land and rights-of-way therefor, (ii) acquiring fleet vehicles and equipment for various City departments, including the fire/emergency services department, and (iii) 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. 131630950.2/1001216715 3 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 August 15, 2022 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount ($) Rate 20 20 20 20 20 20 20 20 20 20 20 20 20 20 The Certificates shall bear interest on the unpaid principal amounts from the date of delivery to the initial purchasers (anticipated to be September 21, 2022) 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, 2023, 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 UMB Bank, 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 131630950.2/1001216715 4 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 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 Kansas City, Missouri, 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, 2033, 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 February 15, 2032, 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. 131630950.2/1001216715 5 (b) fMandatory Redemption. The Certificates having a Stated Maturity of February 15, 20_, 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: 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_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_(maturity) $ Term Certificates due February 15, 2040 Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ 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 131630950.2/1001216715 6 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 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 131630950.2/1001216715 7 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 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 the "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 131630950.2/1001216715 8 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. 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(s)") 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. 131630950.2/1001216715 9 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 2022 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. 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 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 Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the 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 131630950.2/1001216715 10 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. The City has sufficient current funds available and such funds are hereby appropriated to make the payments to become due on the Certificates on February 15, 2023, and August 15, 2023, and 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, are hereby authorized and directed to transfer and deposit in the Certificate Fund such amount of current funds which will be sufficient to pay the amounts to become due on the Certificates on February 15, 2023, and August 15, 2023. 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 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: 131630950.2/1001216715 11 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. 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 131630950.2/1001216715 12 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 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 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. 131630950.2/1001216715 13 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: "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. 131630950.2/1001216715 14 "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 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 131630950.2/1001216715 15 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. (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 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 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 131630950.2/1001216715 16 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. Q) 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. 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 shall 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. In the event of a defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent certified public accountant, or another qualified third party concerning the sufficiency of the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any Defeased Certificates. 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. 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. 131630950.2/1001216715 17 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 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 131630950.2/1001216715 18 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 cash premium 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 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 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 August 22, 2022, 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 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 or Mayor Pro Ternof 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. 131630950.2/1001216715 19 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 Purchaser. 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 prior engagement of Bond Counsel as bond counsel to the City is hereby approved, ratified and confirmed. 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. (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 2022, 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 2022. 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 131630950.2/1001216715 20 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; (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; 131630950.2/1001216715 21 (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 (c)(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 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 131630950.2/1001216715 22 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 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. 131630950.2/1001216715 23 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 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] 131630950.2/1001216715 24 PASSED AND ADOPTED, this August 22, 2022. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO FORM AND LEGALITY: City Attorney 131630950.2 [signature page of Ordinance] EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 131630950.2 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 2022 Certificate Date: Interest Rate: Stated Maturity: CUSIP No.: August 15, 2022 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, 2023, until maturity or prior redemption. 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 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 131630950.2 B-1 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 $ (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's water and sewer system facilities, including the acquisition of land and rights-of-way therefor, (ii) acquiring fleet vehicles and equipment for various City departments, including the fire/emergency services department, and (iii) 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_ $ February 15, 20_ $ February 15, 20_(maturity) $ February 15, 20_(maturity) $ Term Certificates due February 15, 2040 Redemption Date Principal Amount February 15, 20_ $ February 15, 20_ $ 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, 2033, 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 February 15, 2032, 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 131630950.2/1001216715 B-2 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 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 131630950.2/1001216715 B-3 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 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. 131630950.2/1001216715 B-4 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 [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) 131630950.2/1001216715 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 Kansas City, Missouri, is the Designated Payment/Transfer Office for this Certificate. UMB Bank, 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. 131630950.2/1001216715 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 2022 Certificate Date: August 15, 2022 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 September 21, 2022) 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, 2023, until maturity or prior redemption. Principal installments of this Certificate are payable at the year of maturity or on a redemption date to the registered owner hereof by UMB Bank, N.A., Dallas, Texas (the "Paying Agent/Registrar'), upon presentation and surrender at its designated offices in Kansas City, Missouri, 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 business 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 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 131630950.2/1001216715 B-7 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. 131630950.2/1001216715 B-8 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 SUBJECT: Approve Resolution No. 2022-037 authorizing and endorsing the application for the 2023 "Our Town" grant program by the National Endowment for the Arts for the Wishing Spot project at Linda Spurlock Park PRESENTER: Adrien Pekurney, Director of Parks and Recreation SUMMARY: Staff will be applying for a federal grant through the National Endowment for the Arts' (NEA) "Our Town" program to supplement funding for art and place-making projects associated with parks and open spaces. This resolution is proposed because the grant application requires proof of support by the governing body. GENERAL DESCRIPTION: Grant Program Description (described by the NEA): Through "Our Town", subject to the availability of funding and application selection, the National Endowment for the Arts will provide a limited number of grants ranging from $25,000 to$200,000 for creative place-making projects that contribute toward the livability of communities and help transform them into lively, beautiful, and sustainable places with the arts at their core. "Our Town" grants will invest in creative and innovative projects in which communities, together with both their local city and community partners seek to: • Improve their community's quality of life. • Encourage greater creative activity. • Foster stronger community identity and a sense of place. • Revitalize underserved populations or areas within a community. Partnership: A partnership with a non-profit organization that actively advances the arts or inclusive community engagement and connection is required for the grant. Social Transportation for Seniors (STS) is a non-profit organization providing rides for any NRH senior 62 and older to social venues in the North Richland Hills area. Operating out of the NRH Senior Center, the mission at Social Transportation for Seniors is reconnecting seniors to the community and taking them out of isolation. STS targets isolated seniors within our community with a goal to re-engage them in order for them to enjoy maximum independence and dignity while providing access to a full range of activities that contribute to an individual's quality of life. IrLp NOKTH KICHLAN HILLS A partnership with the City of North Richland Hills and STS on this grant project would include consultation on the planning and design of the artwork for the public space in which this project would be displayed, with an emphasis on capturing the life stories and wisdom of our senior community. Project: "The Wishing Spot" is a proposed collaborative art project between the City of North Richland Hills, Social Transportation for Seniors with emphasis on continued efforts of community engagement and ongoing education of community services and resources. The concept includes four core categories: Merging Art with Nature, a Meditation Maze, The Wishing Spot Help Station, and Partnership Programming. 1. Merging Art with Nature with a new public art installation that reflects love-Chemed artwork, like a heart, that becomes a "recognizable spot" in the southern and long established portion of the North Richland Hills community. 2. Within the spot, a Meditation Maze would be created and serve as a unique park amenity that encourages reflection and contemplative activity, slowing the pace for the park user to enjoy the natural surrounding with intentional movement, and includes at the center of the maze, the wishing spot to make a wish. Making wishes is a universally known activity enjoyed by all ages, like throwing pennies in a fountain or blowing out candles on a birthday cake, and creates opportunities for individual and shared group memories. 3. Recognizing not everyone has the means for web-based or electronic communication, the Wishing Spot Help Station serves as a unique installation where people are encouraged to drop a handwritten note for assistance, if needed. The Help Station is designed so that people who are in need of connection to community services can discreetly write down their problem, include their contact information, and drop their notes through the slot in the station. The notes would be collected weekly and distributed to the appropriate City department or community resource agency. The design of the Help Station will be light and whimsical but will be secure enough that the messages are kept safe until they can be collected. Signage would be placed adjacent to the Help Station with contact information for community resources and helpful services. 4. The combination of the three above installations provides new opportunities for programming and community engagement in small groups and provides activities for all ages and stages of life encouraging social connection. The final design is contingent upon the selection of the application and amount of funding awarded. If the grant application is selected and funds are awarded, the City's portion of the matching grant will come from the Art in Public Spaces Donation Fund. IrLp NOKTH KICHLAN HILLS RECOMMENDATION: Approve Resolution No. 2022-037 authorizing and endorsing the application for the 2023 "Our Town" grant program by the National Endowment for the Arts for the Wishing Spot project at Linda Spurlock Park. RESOLUTION NO. 2022-037 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AUTHORIZING AND ENDORSING THE APPLICATION FOR THE 2023 OUR TOWN PROGRAM BY THE NATIONAL ENDOWMENT FOR THE ARTS FOR VARIOUS CREATIVE PLACEMAKING PROJECTS ASSOCIATED WITH THE WISHING SPOT PROJECT AT LINDA SPURLOCK PARK, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of North Richland Hills is committed to integrating art into daily life and beautifying public areas, whereby improving our quality of life and creating a distinctive identity for our community; and WHEREAS, the City of North Richland Hills is also dedicated to bringing the arts in an affordable and accessible way to the community; and WHEREAS, the City of North Richland Hills recognizes that encouraging creative placemaking projects with arts at their core has a positive effect on the health, safety, and welfare of its citizens; and WHEREAS, the National Endowment for the Arts offers a "Our Town" Program in which a certain amount of federal funding is earmarked for creative placemaking projects that contribute toward the livability of communities and help transform them into lively, beautiful, and sustainable places with the arts at their core; and WHEREAS, the City of North Richland Hills is planning to submit an "Our Town" grant application to infuse art and artful projects; and WHEREAS, the art projects will be located at Linda Spurlock Park; and WHEREAS, Social Transportation for Seniors, a non-profit community engagement provider, will partner with the City in its "Our Town" grant request. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: SECTION 1. The City Council hereby finds that the recitals set forth above are true and correct and are incorporated into this Resolution as if written herein. SECTION 2. The application for funding from the National Endowment for the Arts Our Town Program is hereby authorized and endorsed for the project area. SECTION 5. This Resolution shall take effect and be in full force and effect from and after the date of its adoption, and it is so resolved; and all Resolutions of the City Council of the City in conflict herewith are hereby amended or repealed to the extent of such conflict. Resolution No. 2022-037 PASSED AND APPROVED on this 22nd day of August 2022. 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 APPROVED AS TO CONTENT: Adrien Pekurney, Director of Parks and Recreation Resolution No. 2022-037 Exhibit A "Our Town" Public Arts Grant - National Endowment for the Arts City of North Richland Hills, Texas "The Wishing Spot,"a collaborative art project between the City of North Richland Hills, Social Transportation for Seniors & continued efforts of education of community services and resources STS w'" TI A 'SP' RTATIO Proposed Installation Site—Linda Spurlock Park, 6400 Glenview Drive gym,' r�'GWw �� I � � �r77i���,D�t�w!,�u��%✓��Nbf ���t�r� � � G r,7N,,. � I 91 G r r �r� brl�r rr r i Nestled within a shaded copse of oaks at the newly renovated Linda Spurlock Park, the proposed site for "The Wishing Spot" is situated away from the bustling playground area, but within easy access of the loop trail surrounding the park.The site is located on a natural rise within the park grounds and is designed to take advantage of a quieter area of the park and the calming southwest facing vista of the park pond. 1 1 II°gage 4 Meng ig Art and IMature: "The Wishing Spot" is an intimate, meditative art installation that will stand as a safe place for individuals and small groups to visit for reflection, sanctuary and to request discreet assistance. "The Wishing Spot" is a place to uplift, inspire and confirm the power of ritual and good intention within our community. Page 3 represents sample renderings of the site with art meditation maze and artwork structure. Design and materials have not yet been determined or finalized and will be part of the review process should the grant be awarded. 2 Il` as I � y,r,7. 7 ��/ li,��/ ,�.S /ii� rirr rlrr/ �;�aJi%�rrtryfy�urrfa�./r/GF%�rl�r rrr/rari/r/rf /r /�r/ 1 e' r F� i I �r „y ter, air: J CONCRETE SIDEWALK MEDITATION NAAZE PRECAST CONCRETE WITH INSCRIPTIONS ARTWORK 4 amN� r II°°leart cW tuoru: A 20 ft. high aluminum or steel powder-coated red heart stands at the center of the installation, serving as a neighborhood landmark and a community celebration spot where people can stop for selfies and mark important celebrations. Below: The attraction of love-themed artwork is undeniable with numerous examples across the country. The heart shape universally represents love, health, support, longevity and hope. The positivity represented by the vivid red color can stand in warm contrast to the surroundings almost wherever it is situated. 3 II` as ( r PONE;" LIMY IN,mi„ i� ry r �II�II�VVVI�N�I�IIIINIIIfo r_,„r�" . „✓,r ,. ,,,,w. . (Photos examples of love themed public art installations as place-making spots in communities) Meditation Maze:: Sample inspiration photos. r /UM' u The Meditation Maze at The Wishing Spot will designate a place of quiet and contemplative activity. The path will feature small /�/�. ,; rr ,,,r„ i 'J O��rynmmmmMmioioimimup�ilww inscribed plaques with words of hope and wisdom from the NRH Senior Community. At the center of the maze in front of the heart sculpture, there will be a circular plaque...the actual "wishing spot," where people can stand and make wishes. "S R H if W M B oU "Stand fight ere and Wait to See i our fish is Meant to e." Its fun to make wishes ... and we all have them. Just like when "ol throwing pennies in a fountain or blowing out birthday candles, g g iii/i iiaJ"r ,rr i i is%il � � rrrrr %r1�11111111111111111111111111111( rr//%% The Wishing Spot is a place where wishes are encouraged. 4 1 II°gage tartan rstiip witt:NWIServices or ottier Community Resources: ll i,iie III°10p S't 'fi n: Sample inspiration photos. The Wishing Spot Help Station will be a unique installation where people are encouraged to drop " 4 y handwritten notes for assistance, if needed. The s Help Station is designed so that people who are in need of help or connection to community services can discreetly write down their problem, contact information,and drop their notes through the slot in to Rp, a��,�ii �f11%ll the station. The notes will be collected weekly and distributed to the appropriate City department or community resource agency.The design of the Help Station will be light and whimsical but will be secure enough that the messages are kept safely until they can be collected. Signage would be placed adjacent to the Help station A design based on an oversized garden gazing ball with a highly with contact information for community resources reflective surface or brightly powder-coated surface and lock box and helpful services. mechanism is one possible idea. I Illilll IIIIIIIIII mmiim i i r�ium ' I tartan erstiip witt:Soria/Transportation for Seniors: rogra m ming.A variety of healthy outdoor activities can be programmed within The Wishing Spot installation, including outdoor yoga classes, Parent and Me programs, Gentle Fitness classes, Walking Groups and meditation classes. "Our Past Builds Our Future" programming will specifically honor the Senior Citizens of North Richland Hills through a variety of music, dance and spoken word events.The neighborhood surrounding Linda Spurlock park is a diverse one,with people of many backgrounds and cultures,and first-generation immigrants with remarkable stories to tell. Additional programming at the site will bring seniors and young people together through a neighborhood dance celebration centered on traditions, history and the wisdom of the older residents living within our community.The Wishing Spot can also serve as a hub for assisting seniors in need. The NRH Senior Center would also participate in programming at this location as well as including Linda Spurlock Park within their seasonal park tour visits, which include walking to encourage the importance of daily movement at any age. 5 II` a "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: August 22, 2022 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: Registration is open for the NRH Citizens Civic Academy. The academy will be held on Tuesday evenings from September 13 through October 25. Participants will get an informative look at city services and operations. More information and an application is available on the city's website. City Hall and other non-emergency City offices will be closed on Monday, September 5, for the Labor Day Holiday. The NRH Centre, Iron Horse Golf Course and NRH2O will be open. Garbage and recycling will not be collected on Labor Day. Monday collections will shift to Tuesday and Tuesday collections will be picked up on Wednesday. Kudos Korner: Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: the Staff at NRH2O — As summer is winding down and we transition to weekends only at NRH2O Family Water Park, we would like to recognize the NRH2O team and the impact they have had on families, citizens and guests to our area. Even with many staffing challenges, so far this summer the water park has seen 181,000 visitors, which is 10,000 more than last year. The NRH2O Team has remained dedicated and worked hard to provide our high standard of quality and service and they are to be commended.