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CC 2023-02-13 Agendas
t4RH NOKTH RICH�AND HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 4301 CITY POINT DRIVE NORTH RICHLAND HILLS,TX 76180 MONDAY, FEBRUARY 13, 2023 WORK SESSION: 6:00 PM 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 3. Discuss recommendations for 2023 Charter Amendment Election. EXECUTIVE SESSION The City Council may enter into closed Executive Session as authorized by Chapter 551, Texas Government Code. Executive Session may be held at the end of the Regular Session or at any time during the meeting that a need arises for the City Council to seek advice from the city attorney (551.071) as to the posted subject matter of this City Council meeting. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. 1 Section 551.072: Deliberate the purchase, exchange, lease or value of real property ® Tract 5E01, Abstract 1652, Landon Q Walker Survey and Lot 3 Lock 1, Northeast Crossing Addition. Monday, February 13, 2023 City Council Agenda Page 1 of 4 2. Section 551.037: Deliberation regarding Economic Development neqotiations - Tract 5 01 , Abstract 165 , Landon C Walker Suryey and Lot 3 Lock 1, Northeast Crossing Addition. REGULAR MEETING: Immediately following executive session (but no earlier than 7:00 p.m.) Held in the City Hall Council Chambers A. CALL TO ORDER A.1 INVOCATION - COUNCIL MEMBER ORR A.2 PLEDGE - COUNCIL MEMBER ORR A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) A.4 CITIZENS PRESENTATION An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the City Council during citizens presentation, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.5 PUBLIC COMMENTS An opportunity for citizens to address the City Council on matters which are scheduled on this agenda for consideration by the City Council, but not scheduled as a public hearing. In order to address the City Council during public comments, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS B.1 Approve minutes of the January 23, 2023 requiar City Council meeting. B.2 Authorize the purchase of a 2024 Hino L7 Crew Cab ump truck from Rush Truck Centers o Texas, LP using uy oar Contract No. 601-19 in an amount not to exceed $165,563.13. Monday, February 13, 2023 City Council Agenda Page 2 of 4 B.3 Authorize the purchase of computer workstations from Dell LP, through DIR Cooperative Contract No. DIR-TSO-3763 in the amount of $47,761.14 using Texas Anti-Gang Center Grant #2848908 funding, and consider Resolution No. 2023-xx authorizing the City MgD22�er to execute a Region I Asset Transfer Addendum with the Dallas County Criminal istrict Attorneys Office. BA Authorize the purchase of fifteen (15) bullet-resistant shields from GT Distributors in the amount of $61,974.44 using FY2023 Bullet-Resistant Shield Program Grant 4631601 Funding through the Office of the Governor's Criminal Justice Division. B-5 Consider Resolution No. 2023-013, authorizing the City Manager to execute a Regional Asset Transfer Addendum with the _City of Fort Worth to transfer equipment purchased by the City of North Richland Hilly Grant #2848908 funds. B-6 Authorize _payment to Motorola Solutions., Inc. for the annual safety radio maintenancelgLgement in the amount of$297 B-7 Consider Resolution No. 2023-014, authorizing submission ofthe grant application and acceptance of allocated funds if awarded for the Homeland Security Grant Program FY23 Urban Areas Security Initiative. C. PUBLIC HEARINGS D. PLANNING AND DEVELOPMENT D-1 PLAT23-0031 Consideration of a request from GeoNav LLC for a preliminary plat o Lots 1 and 2, Block 1, Smithfield Gateway Addition, being 4.0547 acres located at 6251 Davis Boulevard. E. PUBLIC WORKS F. GENERAL ITEMS F-1 Consider and approve Resolution No. 2023-015 calling the May 6, 2023 City Council Elecfi2n,_and authorizing the Mayor to execute election agreement with Tarrant County and other political subdivisions for election services. Monday, February 13, 2023 City Council Agenda Page 3 of 4 F-2 Consider and_a!p approve Ordinance No. 3777, 21�dering a Special Election on May 6, 2023 for the purpose of submitting to the qualified voters for adoption or rejection, proposed amendments to the existing Charter of the City of North Richland Hills. 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 - COUNCIL MEMBER COMPTON 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, February 10, 2023 by 3:00 PM. Traci Henderson Assistant City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. Monday, February 13, 2023 City Council Agenda Page 4 of 4 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 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: February 13, 2023 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. "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Discuss Charter Review Task Force recommendations for 2023 Charter Amendment Election PRESENTER: Mark Hindman, City Manager SUMMARY: The North Richland Hills City Charter was originally adopted in 1964 and was last amended in 2001. Since the last amendments, portions of the City Charter are now in conflict with State law and updates should be considered to a few other sections. In anticipation of calling for a City Charter election in May 2023, the City Council established a Charter Review Task Force in October 2022 to evaluate any proposed amendments to the City Charter and to bring a recommendation back to the City Council on January 9, 2023. The Charter Review Task Force met during the months of November and December and have submitted recommended changes to the City Charter for consideration by City Council. These proposed amendments were presented to the City Council during the Work Sessions on January 9 and 23, 2023. The City Council will make the final determination regarding calling an election to amend the City Charter, and the specific amendments to propose for consideration. GENERAL DESCRIPTION: The Charter Review Task Force is composed of three (3) members of the City Council and eight (8) citizens of the City of North Richland Hills. Meetings of the Charter Review Task Force were open to the public. The members of the Charter Review Task Force are: Scott Turnage, Chair Mason Orr, Vice Chair Rita Wright Oujesky Briane Goetz Jason Steinsultz Jason Winans Melissa Kates Mike Benton Patti Hourihan Phil Beckman Steve Koons The Charter Review Task Force was charged with considering possible revisions to the articles and sections of the City Charter as noted below, determining which of these articles and sections require amendment, deletion or addition, and presenting the Task "K NOKTH KICHLAND HILLS Force's recommendations to the City Council for the purpose of ordering a Special Election (City Charter Amendment). a. Article V: City Council. i. Section 1. City Officials. The Task Force is only to consider provisions in this Section related to Open Meetings. ii. Section 2. Qualifications. b. Article VI: Powers and Duties of Officers. i. Section 2. Duties of Mayor-Mayor Pro Tem ii. Section 5. Appointment and Removal of City Secretary. The Task Force is only to consider provisions in this Section related to the Assistant City Secretary. iii. Section 7. Municipal Court c. Article XIV: Planning/Building Regulations. i. Section 1. The Planning and Zoning Commission ii. Section 2. The Planning and Zoning Commission Powers and Duties d. Article XVIL City Civil Service e. Article XVIII: General Provisions. i. Section 6. Official Newspaper ii. Section 13. Ethics f. Remove redundancies and inconsistencies and correct any typographical errors in the City Charter. g. Remove or modify language that conflicts with or is preempted by other legislation. The majority of the amendments are minor in nature and are focused primarily on bringing the City Charter up to date with current laws and practices. RECOMMENDATIONS FROM CHARTER REVIEW TASK FORCE ATTACHED The Charter Review Task Force voted to recommend 26 amendments to the City Charter. A copy of the 26 recommended amendments and report from the Charter Review Task Force which outlines the proposed changes and the justification for those changes are attached. These amendments are the same as discussed during the Work Sessions on January 9 and 23, 2023. Based on the consensus of the City Council to move forward with submitting an item on the February 13, 2023, City Council meeting, staff developed proposed ballot language and an ordinance ordering a Special Election (City Charter Amendment) on Saturday, May 6, 2023. The proposed ballot language includes 26 propositions which are included in Exhibit "A" as an attachment to the ordinance. The City Council now has the responsibility to consider the recommended City Charter amendments, provide any additions, corrections or deletions to the recommended amendments, finalize ballot language, and formally order the Special Election (City Charter Amendment). The City Council must order the election no later than February 17, 2023. MItH CITY OF NORTH RICHLAND HILLS MEMO TO: Mayor Oscar Trevino Mayor Pro Tern Tito Rodriguez Deputy Mayor Pro Tern Kelvin Deupree Associate Mayor Pro Tern Scott Turnage Councilmember Rita Wright Oujesky Councilmember Suzy Compton Councilmember Mason Orr Councilmember Blake Vaughn FROM: Scott Turnage, Chair of Charter Review Task Force Mason Orr, Vice Chair of Charter Review Task Force Rita Wright Oujesky Briane Goetz Jason Steinsultz Jason Winans Melissa Kates Mike Benton Patti Hourihan Phil Beckman Steve Koons SUBJECT: Charter Review Task Force Report DATE: January 9, 2023 In October 2022, the City Council established a Charter Review Task Force with a charge of evaluating selected portions of the City Charter for possible amendment. The City Charter was first adopted in 1964 and was last amended in 2001. The Charter Review Task Force was composed of three current members of the City Council and eight (8) members of the community who were recommended by the four(4) City Councilmembers not appointed to the Task Force. Resolution No. 2022-045 establishing the Charter Review Task Force and establishing the charge for this group is attached for your review. The Task Force met on November 16, 2022, November 30, 2022, and December 14, 2022. Scott Turnage was appointed as Chair of the Task Force, and Mason Orr was appointed as the Vice Chair. Each of the meetings included a majority of the Task Force and was open to the public. On December 14, 2022, the Task Force voted to recommend 25 amendments to the City Charter. A copy of the motions approved by the Task Force is attached for the Council and public review. As Chair of the Charter Review Task Force, I would like to commend the 11 members of our community who took time away from their families during the holiday season in order to review the Charter and recommend amendments. Members of the Task Force were thoughtful, creative and insightful in reviewing the recommendations proposed by City staff and developing their final recommendations that are proposed to the City Council for consideration. As a reminder, the charge to the Task Force was limited in scope to several specific sections where updating and clarification were desired in order to comply with existing federal and state laws as well as currently established best practices for municipal governments. The intent was to tweak the Charter and not to provide a wholesale rewriting of the Charter since it continues to serve the citizens of North Richland Hills. While a copy of the Task Force's official recommended changes to the City Charter is attached, below is a narrative summary of these changes for your consideration. Summary of Task Force Recommendations The City of North Richland Hills Charter Review Task Force hereby submits a summary of the following amendments to be considered by the City Council for a possible City Charter Amendment Election on May, 6, 2023. Article V, Section 1: City Officials Chapter 551 of the Texas Government Code sets forth the requirements for all meetings of a governmental body, including Committee Meetings. This amendment clarifies that the Mayor and Councilmembers only receive the $50.00 meeting stipend for meetings where the full City Council is called to attend. Committee or subcommittee meetings do not count for terms of stipend payment even if they are considered a "public meeting" per state law. Article V, Section 2: Qualifications 1) Section 141.001 of the Texas Elections Code requires a candidate for election to be a registered voter in the territory elected from by the filing deadline, unless the home-rule charter expressly conflicts. Currently, a candidate is not required to be a registered voter in NRH to be placed on the ballot, and the candidate only has to meet the current requirements prior to the date of the election. This is inconsistent with and creates a conflict between the Charter and state law. This section would be amended to match state law. 2) Section 26.041 of the Local Government Code authorizes a municipality to determine the method for selecting officers and to prescribe the qualifications, duties and tenure of office for officers. City Council serves in a position of public trust and wishes to provide clarity on the process for forfeiture of office for any of its members who are finally convicted of a felony or finally convicted or placed on deferred adjudication for a misdemeanor or felony involving a crime of moral turpitude, fraud, deceit, theft or dishonesty. Article V, Section 7: Municipal Court Section 30.00006 of the Government Code requires a municipality to appoint its judges by ordinance and does not make residency in the municipality a requirement for appointment. The current language in the charter conflicts with state law. This section would be amended to reflect state law. Removing the requirement for the Clerk of the Municipal Court to be appointed by the City Council. This will bring the position in line with practices for hiring other department heads such as the Police Chief or Fire Chief, who are both appointed by the City Manager as is typical in most Texas cities. Article VI, Section 2: Duties of Mayor-Mayor Pro Tem This amendment provides clear authority for the City Council to establish a succession plan for the Mayor and Mayor Pro Tem. The need for this succession plan became evident in 2020 during the COVID-19 pandemic, prompting the City Council to approve an ordinance to create additional leadership positions on the City Council. This amendment incorporates language from the ordinance. Article VI, Section 5: Appointment and Removal of City Secretary Removing the requirement for the Assistant City Secretary to be appointed. This will bring the position in line with practices for the City Attorney and City Manager to select their own assistants. The City Council will continue to appoint the City Secretary who will be responsible for the staffing and operation of the City Secretary's Office. Article VI, Section 3: Duties of City Council Amend this section to provide the flexibility to allow City Council to define or delegate plat approval authority through the Subdivision Ordinance, as is allowed by state law. This is in conjunction with proposed amendments to Article XIV, Section 2. Article XIV, Section 1: The Planning and Zoning Commission Remove the requirement that Planning & Zoning Commission members own property in the city to be consistent with requirements for other City boards and commissions. Provide City Council with the ability to appoint alternate P&Z commissioners, allowing those alternates to have full voting rights and to serve in the absence of any commissioner. Make the procedure for removal of a Planning and Zoning Commissioner the same as the procedure for appointing a Planning and Zoning Commissioner to be consistent with other City boards and commissions. Article XIV, Section 2: The Planning and Zoning Commission Powers and Duties This would give more flexibility to City Council to determine through the Subdivision Ordinance which plats go to Council, which plats can be approved by P&Z, and which plats can be approved by staff. Chapter 212 of the Local Government Code allows municipalities to assign approval of minor plats (defined by the state) to staff. The Planning & Zoning Commission can also be the final authority on plats if the City Council wishes to delegate that responsibility. The benefit would be decreased process time and a more favorable customer service atmosphere. ARTICLE XVII: CITY CIVIL SERVICE Civil Service laws have existed in the State of Texas since 1947 and are intended to provide commissioned public safety employees protection from political influence/interference. The City of North Richland Hills adopted its local Civil Service system as part of the City's Charter in the late 1970's. As part of the City's Charter, a Civil Service Commission was created. This Civil Service Commission is given the authority to recommend "Civil Service Rules" for consideration and adoption by the City Council. Since that time, only a few revisions to the City's Charter have been made, the most recent being in 1992. The proposed revisions to Article XVII: City Civil Service are intended to provide much-needed updates to the Charter language which retains the original intent of the Civil Service system while also providing the flexibility necessary for recruiting and retaining Civil Service employees in an ever-changing employment environment. Proposed Charter revisions include the following- (1) Only sworn police officers below the rank of Captain or equivalent rank, firefighters below the rank of Battalion Chief or equivalent rank, and sworn employees in the City Marshals' Office will be eligible for Civil Service inclusion. (2) Specific procedures for employment actions such as hiring, promoting or disciplining a Civil Service employee will reside in the "Civil Service Rules" and no longer exist in the City's Charter. (3) Proposed revisions to specific Civil Service rules/procedures will continue to be made by the Civil Service Commission to the City Council for final approval and adoption. In summary, revisions to the City's Charter that are being proposed will continue to provide Civil Service protection to sworn Public Safety employees, which was the original intent of the civil service law, as well as allow for updates to Civil Service employment rules/procedures with the recommendation of the Civil Service Commission and approval of the City Council. By removing specific procedures from the Charter, the City will have greater flexibility for adopting changes and staying current with employment market conditions as well as Federal or State laws. Article XVIII, Section 6: Official Newspaper Specify that the caption of adopted ordinances that assess fines, fees or penalties shall be published at least once in the city's official newspaper. This amendment is in accordance with Chapter 52 of the Local Government Code and will allow the city to realize cost savings, as currently these items are published twice. All Sections The City Council is composed of a Mayor and seven (7) Council members. For consistency, to remain gender neutral, and to conform to long-standing practice, these officials should be referred to collectively in the Charter as Council members or individually as a Council member. For clarity, the Mayor and Council members are collectively referred to as the City Council. The proposed amendments also provide the flexibility for staff to remove any redundancies or inconsistencies, correct any typographical errors, and remove or modify any language that conflicts with or is preempted by other state or federal legislation throughout the Charter. MOTIONS APPROVED BY THE CHARTER REVIEW TASK FORCE December 14, 2022 MOTION 1—ARTICLE V: CITY COUNCIL,SECTION 1.CITY OFFICIALS AND SECTION 2 QUALIFICATIONS. Sections 1 and 2 of Article V of the North Richland Hills City Charter be amended to replace the words "Councilperson," "Councilmen" and "Councilman" with the words "Council member" or "Council members" respectively,and all other sections in which these words are referenced in the Charter;confirm that all meetings of the City Council are to be held in accordance with state law;that the Council members and Mayor meet the requirements to be a registered and qualified voter in the City of North Richland Hills,Texas as of the filing deadline preceding the election at which he or she is a candidate; and that any member of the City Council who is convicted or pleads guilty or no contest to a misdemeanor or felony involving a crime of moral turpitude for fraud, deceit, theft or dishonesty, before or while in office, shall immediately forfeit his or her office. MOTION PASSED MOTION 2—ARTICLE VI: POWERS AND DUTIES OF OFFICERS. SECTION 2. DUTIES OF MAYOR -MAYOR PRO-TEM;SECTION S.APPOINTMENT AND REMOVAL OF CITY SECRETARY;AND SECTION 7. MUNICIPAL COURT JUDGE. Sections 2, 3, 5 and 7 of Article VI of the North Richland Hills City Charter be amended to allow for the appointment of additional members from among the City Council to serve in the absence or disability of the Mayor or the Mayor Pro Tem; remove the requirement for the City Council to adopt plats; remove the requirement for the City Council to appoint the Assistant City Secretary; allow City Council to appoint more than one judge; remove the requirements that a Municipal Court Judge be a resident of North Richland Hills and that the judge be elected; and remove the requirement for the Clerk of the Municipal Court to be appointed by the City Council. MOTION PASSED MOTION 3 —ARTICLE XIV: PLANNING/BUILDING REGULATIONS— SECTION 1. PLANNING AND ZONING COMMISSION AND SECTION 2. PLANNING AND ZONING COMMISSION POWERS AND DUTIES. Sections 1 and 2 of Article XIV of the North Richland Hills City Charter be amended to authorize the City Council to appoint alternate members to the Planning and Zoning Commission to serve in the absence or disability of any Commissioner; remove the requirements that Planning and Zoning Commissioners be removed after a public hearing and for cause,or own real property within the City; authorize Planning and Zoning Commissioners to be removed upon majority vote of the City Council; and authorize the Planning and Zoning Commission to be responsible for the approval of plats. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 1 of 5 CIVIL SERVICE MOTIONS: MOTION 4—ARTICLE XVII: CITY CIVIL SERVICE. Section 2 of Article XVII of the North Richland Hills City Charter be amended to remove all full-time, non- appointed employees from the City's Civil Service and provide that Civil Service coverage only applies to any full-time,sworn, Police or Fire Department employee, below the rank of Police Captain, Fire Division/ Battalion Chief,or equivalent rank, or any sworn employee in the service of the City Marshal's Office,who has completed the required one (1) year probationary period; and define the aforementioned employee as a "Civil Service Employee." MOTION PASSED MOTION 5—ARTICLE XVII: CITY CIVIL SERVICE. Sections 3, 3A, and 4 of Article XVII of the North Richland Hills City Charter be amended to authorize the appointment of alternate members to serve on the Civil Service Commission in the absence or disability of any member,with all members and alternates to be appointed by the Mayor and confirmed or removed by majority vote of the City Council; add the requirement that the members and alternates be subject to any attendance requirements established by the City Council; and to change the meeting time to provide that the Commission shall meet at least annually. MOTION PASSED MOTION 6—ARTICLE XVII: CITY CIVIL SERVICE. Section 5 of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language to authorize the Commission to recommend Civil Service rules governing initial employment, promotions and disciplinary appeal process to the City Council for approval; provide the authority for the Commission to determine compliance with the Charter and the Civil Service Rules; authorize any three (3)Commissioners to request that an item be placed on the Commission's agenda for consideration; authorize the Commission to hear Civil Service Employee appeals of disciplinary terminations, suspensions or demotions; and provide that the Commission shall not interfere with or provide instructions regarding the operation of any City departments to any City staff outside of the responsibilities of the Commission. MOTION PASSED MOTION 7—ARTICLE XVII: CITY CIVIL SERVICE. Section 5A of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language to authorize the Civil Service Commission to make inquiries and enforce the Civil Service provisions of the Charter and the Civil Service Rules and Regulations; provide authority for the Commission to administer oaths, compel and subpoena witnesses and records pertaining to an investigation; require depositions; and adopt rules and regulations to specify the processes and procedures for conducting its investigations or exercising its subpoena power. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 2 of 5 MOTION 8—ARTICLE XVII: CITY CIVIL SERVICE. Section 5B of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 9—ARTICLE XVII: CITY CIVIL SERVICE. Sections 6 and 23 of Article XVII of the North Richland Hills City Charter be amended to change the Director of Personnel to the Director of Human Resources (or its named successor). MOTION PASSED MOTION 10—ARTICLE XVII: CITY CIVIL SERVICE. Section 9 of Article XVII of the North Richland Hills City Charter be amended to add "PROMOTIONS; VACANCIES"to the title; replace the current language with language that the City Civil Service Commission shall recommend that the City Council adopt Rules and Regulations by ordinance governing all Civil Service positions, promotions, original appointments, transfer or demotions, including method of examination and eligibility lists; and that the City Council shall make the final determination on the adoption of such rules. MOTION PASSED MOTION 11—ARTICLE XVII: CITY CIVIL SERVICE. Section 10, of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 12—ARTICLE XVII: CITY CIVIL SERVICE. Section 12 of Article XVII of the North Richland Hills City Charter be amended to clarify that upon initial employment, all Civil Service Employees shall serve a probationary period of twelve (12) months. MOTION PASSED MOTION 13—ARTICLE XVII: CITY CIVIL SERVICE. Section 14, of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 14—ARTICLE XVII: CITY CIVIL SERVICE. Section 16 of Article XVII of the North Richland Hills City Charter be amended to clarify that the Department Head is responsible for initiating a suspension of a Civil Service Employee; changing the time frame that the Commission shall hold an appeal hearing from a suspension from thirty (30) days to forty (45)days after it receives notice of appeal; modifying the Commission's authority to reinstate employees; Approved Charter Amendment Motions—Charter Review Task Force Page 3 of 5 restricting the Commission's authority to reinstate an employee if thee mployee has been finally convicted of a criminal act; and removing the Commission's authority to punish and hold a Department Head in contempt for refusing to reinstate an employee. MOTION PASSED MOTION 15—ARTICLE XVII: CITY CIVIL SERVICE. Section 16A of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language that provides the purpose of the Civil Service laws; that the members of the Commission are directed to administer the Civil Service laws in accordance with the purpose;and provides that the Commission, when sitting as a Board of Appeals, is to conduct any such appeal hearing fairly and impartially, and render a fair and just decision, considering only the evidence presented before them in such hearing. MOTION PASSED MOTION 16—ARTICLE XVII: CITY CIVIL SERVICE. Section 18 of Article XVII of the North Richland Hills City Charter be amended to specify that the correct venue for filing an appeal of the Commission's decision is the District Court in Tarrant County,Texas, and remove any language related to preferential treatment of such appeal. MOTION PASSED MOTION 17—ARTICLE XVII: CITY CIVIL SERVICE. Sections 19, 20, 25 and other sections referencing such terms, of Article XVII of the North Richland Hills City Charter be amended to replace "head of a department" with "Department Head" and replace "employee"with the defined term of"Civil Service Employee." MOTION PASSED MOTION 18—ARTICLE XVII: CITY CIVIL SERVICE. Section 22, POLITICAL ACTIVITIES, and Section 22A, LEAVES OF ABSENCE, of Article XVII of the North Richland Hills City Charter be REPEALED IN THEIR ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 19—ARTICLE XVII: CITY CIVIL SERVICE. Section 23 of Article XVII of the North Richland Hills City Charter be amended to remove the requirement that the Civil Service Rules and Regulations be distributed to each department and replace that requirement with language that the Civil Service Rules and Regulations be made available to all City Service Employees and that the Director of Human Resources shall keep copies on hand for review upon request, instead of distribution. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 4 of 5 MOTION 20—ARTICLE XVII: CITY CIVIL SERVICE. Section 24 of Article XVII of the North Richland Hills City Charter be amended to clarify that only sworn Civil Service Employees at the time of passage of any such Charter Amendment will be entitled to Civil Service classification; clarifying such sworn employees will not be required to take any competitive examination for the position they currently occupy; and removing the six(6) month requirement for being in the classified civil service. MOTION PASSED MOTION 21—ARTICLE XVII: CITY CIVIL SERVICE. Section 25 of Article XVII of the North Richland Hills City Charter shall be amended to delete paragraphs four (4) through ten (10) and clarify that the remaining provisions apply to Civil Service Employees as defined and not to permanent and temporary employees in the classified service. MOTION PASSED MOTION 22—ARTICLE XVII: CITY CIVIL SERVICE. Section 25A of Article XVII of the North Richland Hills City Charter shall be amended to add authority for the City Manager to exercise discretion to increase vacation accruals for Civil Service Employees on a temporary or permanent basis. MOTION PASSED MOTION 23—ARTICLE XVII: CITY CIVIL SERVICE. Section 26 of Article XVII of the North Richland Hills City Charter be amended to delete the second and third paragraphs and replace the language with language that requires all disciplinary action for violations of this Article to be administered in accordance with the North Richland Hills Personnel Policy Manual and Civil Service Rules and Regulations. MOTION PASSED MOTION 24—ARTICLE XVIII: GENERAL PROVISIONS—SECTION 6. OFFICIAL NEWSPAPER. Section 6 of Article XVIII of the North Richland Hills City Charter be amended to authorize the summary of the caption and the penalty of adopted ordinances that assess a fine, fee or penalty to be published once in the City's official newspaper. MOTION PASSED MOTION 25—GENERAL INCONSISTENCIES OR CONFLICTS. The North Richland Hills City Charter be amended to remove any redundancies or inconsistencies,correct any typographical errors, modify language as necessary to make it gender neutral, and remove or modify any language that conflicts with or is preempted by other state or federal legislation. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 5 of 5 ORDINANCE NO. 3777 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, ORDERING A SPECIAL ELECTION BY THE QUALIFIED VOTERS OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, ON MAY 6, 2023, FOR THE PURPOSE OF SUBMITTING TO THE QUALIFIED VOTERS OF SAID CITY, FOR ADOPTION OR REJECTION, PROPOSED AMENDMENTS TO THE EXISTING CHARTER OF THE CITY OF NORTH RICHLAND HILLS AND ORDAINING RELATED MATTERS. WHEREAS, the North Richland Hills City Charter was adopted on November 3, 1964 creating a home rule charter and the City Council/City Manager form of government for the City of North Richland Hills ("City"); and WHEREAS, Article XVIII, Section 21 of the Charter states that the Charter may be amended no more than once every two years; and WHEREAS, the City Charter was previously amended by election in 1969, 19747 19817 19877 1992, with the last amendment being in 2001; and WHEREAS, on October 24, 2022, the City Council adopted Resolution No. 2022-045 appointing a Charter Review Task Force to review the City Charter and make recommendations for amendments; and WHEREAS, the Charter Review Task Force presented its findings to the City Council of North Richland Hills on January 9, 2023 recommending amendments to the Charter; and WHEREAS, the City Council finds it in the best interest of the citizens of North Richland Hills to submit proposed amendments to the existing Charter to the qualified voters of said city in a special election to be held on May 6, 2023; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Incorporation of Recitals. The City Council hereby finds the recitals above to be true and correct, and such recitals are hereby incorporated into this Ordinance as if written herein. SECTION 2: Special Election Called. In compliance with the Charter of the City of North Richland Hills, Chapter 9 of the Texas Local Government Code, and the Texas Election Code (the "Code"), the City Council hereby orders that a special election be held on a uniform election day, Saturday, May 6, 2023, for the purpose of submitting to the qualified voters of the City of North Richland Hills, for adoption or rejection, the proposed amendments Ordinance No. 3777 Page 1 of 12 to the existing Charter as set forth in Exhibit "A," which is attached hereto and incorporated herein. The election shall be held between the hours of 7:00am and 7:OOpm, in conjunction with the general municipal election to be held on the same day and at the same time. The polling locations in North Richland Hills for this Special Election include: Library (Community Room) Former Bursey Road Senior Center 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, TX 76182 Qualified North Richland Hills voters will also be able to cast their ballots at any countywide polling location on Election Day. SECTION 3: Propositions to be on the Ballot. The official ballot to be used in said election shall be prepared in accordance with Sections 52.072 and 52.073 of the Texas Election Code, and shall have the Propositions set forth in Exhibit"A" printed thereon. The ballot shall be printed in English, Spanish and Vietnamese for use in said election. Each proposed Charter amendment in Exhibit "A" shall contain a separate and distinct subject so that voters may approve or disapprove any one or more amendments without having to approve or disapprove all of the amendments by voting "FOR" or "AGAINST' on each said amendment. SECTION 4: Joint Election Agreements Approved. The Mayor is authorized to enter into joint election agreements and other contracts as necessary for election services with Tarrant County conducted under the authority of Chapter 271 of the Election Code (the "Agreements"). The election shall be conducted pursuant to the election laws of the State of Texas. SECTION 5: Early Voting. A. Early voting by personal appearance. Early voting by personal appearance will be held jointly with other political subdivisions in Tarrant County beginning on April 24, 2023 and will continue through May 2, 2023 at the locations established by Tarrant County on the dates and times as follows or as may be amended by Tarrant County: April 24 —April 28, 8.00 a.m. to 5.00 p.m. April 29, 7.00 a.m. to 7.00 p.m. April 30, 10.00 a.m. to 4.00 p.m. May 1 — May 2, 7.00 a.m. to 7.00 p.m. Ordinance No. 3777 Page 2 of 12 The main early voting location shall be located at: Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Early voting locations in North Richland Hills include: North Richland Hills Library Former Bursey Road Senior Center Community Room Main Room 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, TX 76182 B. Early voting by mail. Tarrant County Chief Elections Administrator, or his designee, is hereby designated as Early Voting Clerk for the city's election. The Tarrant County Chief Elections Administrator may appoint other deputy early voting clerks as necessary. Applications for early voting by mail may be delivered to the Chief Elections Administrator beginning January 1, 2023, but not later than April 25, 2023 if delivered by mail to: Early Voting Clerk 2700 Premier Street Fort Worth, Texas 76111 Early voting by mail ballots shall be mailed to the Chief Elections Administrator at the same address. Pursuant to House Bill 3107, the early voting clerk's email address, phone number and internet website are as follows: Early Voting Clerk electionsinfo@tarrantcounty.com 817-831-8683 https-Hwww.tarrantcounty.com/elections C. Early voting by Ballot Board. Early voting, both by personal appearance and by mail, shall be canvassed by the Early Voting Ballot Board, which is hereby created. The Presiding Election Judge and Alternate Presiding Election Judge, as set forth in the Agreements, shall serve as the presiding officer and alternate presiding officers, respectively, of the Early Voting Ballot Board. The other election officers serving at the election shall serve as the other members of the Early Voting Ballot Board. SECTION 6: Governing Law and Qualified Voters. The election shall be held in accordance with the Constitution of the State of Texas and the Code. All resident qualified voters of the City shall be eligible to vote in the election. Ordinance No. 3777 Page 3 of 12 SECTION 7: Publication and Posting of Notice of Election. Notice of the election shall be given as required by Chapter 4 of the Election Code and Section 9.004 of the Texas Local Government Code. SECTION 8: Necessary Actions. The Mayor is authorized to execute a joint election agreement and contract for election services with Tarrant County whereby Tarrant County will provide all material, supplies and personnel to hold the election contemplated hereby, including any runoff election which may be required, and will be responsible for coordinating, supervising and administering the joint election. This resolution shall be construed with any action of the governing bodies of other Tarrant County political subdivisions providing for the conduct of a joint election as herein contemplated. The Mayor and the City Secretary of the City, in consultation with the City Attorney, are hereby authorized and directed to take any and all actions necessary to comply with the provisions of the Code in carrying out and conducting the election, whether or not expressly authorized herein. SECTION 9: Effective Date of Amendments. The proposed amendments in Exhibit "A," if approved by a majority of the qualified voters voting upon said amendments, shall become a part of the City Charter of the City of North Richland Hills as soon as an official action has been taken by the City Council of the City of North Richland Hills, declaring said amendments adopted. SECTION 10: Open Meetings Compliance. It is hereby officially found and determined that the meeting at which this Ordinance was adopted and said election was called was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 of the Texas Government Code. SECTION 11: Statement of Fiscal Impact. Section 9.004(c)(2) of the Texas Local Government Code requires a statement of the anticipated fiscal impact to the City if the proposed amendments are approved. The City asserts that if the proposed amendments are approved an overall analysis reflects that there should be no immediate fiscal impact upon the probable economic cost to the City other than if Proposition Y is approved, there will be a cost- savings of approximately 5% of the budgeted amount for legal ads to publish city ordinances beginning in Fiscal Year 2024. SECTION 12: Severability. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such Ordinance No. 3777 Page 4 of 12 unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 12: Effective Date. That this Ordinance, election order, call and notice shall take effect upon adoption. AND IT IS SO ORDAINED. PASSED AND APPROVED on this 13t"day of February, 2023. 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 Ordinance No. 3777 Page 5 of 12 EXHIBIT "A" THE FOLLOWING PROPOSITIONS SHALL BE PLACED ON THE BALLOT, FOR ADOPTION OR REJECTION, BY THE QUALIFIED VOTERS OF THE CITY OF NORTH RICHLAND HILLS AMENDING THE EXISTING CHARTER OF SAID CITY IN SUBSTANTIALLY THE FOLLOWING FORM: CHARTER AMENDMENTS RELATED TO THE DUTIES AND QUALIFICATIONS OF CITY COUNCIL: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION A For Shall Section 1 of Article V, City Officials, of the North Richland Hills Charter be amended to clarify that meeting pay for the Mayor and Council members does not include Committee meetings? Against PROPOSITION B For Shall Section 2 of Article V, Qualifications, of the North Richland Hills Charter be amended to read that the Mayor and Council members meet the requirements to be a registered and qualified voter in the City of North Richland Hills, Texas as of the filing deadline preceding the election at which he or she is a candidate? Against PROPOSITION C Shall Section 2 of Article V, Qualifications, of the North Richland Hills For Charter be amended to read that any member of the City Council who is convicted or pleads guilty or no contest to a misdemeanor or felony involving a crime of moral turpitude for fraud, deceit, theft or dishonesty, before or while in office, shall immediately forfeit his or her office? Against PROPOSITION D For Shall Section 2 of Article VI, Duties of Mayor-Mayor Pro Tem, of the North Richland Hills Charter be amended to allow for the appointment of additional members from among the City Council to serve in the absence or disability of the Mayor or the Mayor Pro Tem? Against Ordinance No. 3777 Page 6 of 12 For PROPOSITION E Shall Section 5, Appointment and Removal of City Secretary, and Section 7, Municipal Court, of Article VI, of the North Richland Hills Charter related to the appointment of City Officials be amended to (a) remove the Against requirement that the City Council appoint Assistant City Secretaries; (b) authorize the City Council to appoint more than one judge to the municipal court; (c) remove the requirement that the Municipal Court Judge be a resident of North Richland Hills and that the judge be elected, to conform with state law; and (d) remove the requirement that the Clerk of the Municipal Court be appointed by the City Council? PROPOSITION F Shall Section 1 of Article XIV, The Planning and Zoning Commission, of For the North Richland Hills Charter be amended to authorize the City Council to appoint alternate members to the Planning and Zoning Commission to serve in the absence or disability of any Commissioner? Against PROPOSITION G For Shall Section 1 of Article XIV, The Planning and Zoning Commission, of the North Richland Hills Charter be amended to remove the requirement that the Planning and Zoning Commissioners own real property within the Against City? CHARTER AMENDMENTS RELATED TO THE POWERS AND DUTIES OF THE PLANNING AND ZONING COMMISSION: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION H For Shall Section 1 of Article XIV The Plannin and Zonin Commission of g g , the North Richland Hills Charter be amended to remove the requirement that the Planning and Zoning Commissioners be removed after a public hearing and for cause, and authorize the Planning and Zoning Commission Against members to be removed upon majority vote of the City Council? Ordinance No. 3777 Page 7 of 12 PROPOSITION I For Shall Section 3 of Article VI, Duties of City Council and Section 2 of Article XIV, Planning and Zoning Commission Powers and Duties, of the North Richland Hills Charter be amended to authorize the City Council to approve, or delegate the approval of, plats in accordance with state law and the City's Subdivision Ordinance? Against CHARTER AMENDMENTS RELATED TO CIVIL SERVICE EMPLOYEES AND DUTIES AND RESPONSIBILITIES OF THE CIVIL SERVICE COMMISSION: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION J For Shall Section 2 of Article XVII, Definitions, of the North Richland Hills Charter be amended to remove all civilian employees and amend the definition of Civil Service Employee to read "any full-time employee who is a sworn peace officer in the Police department, below the rank of Police Captain or equivalent, or a fire fighter in the Fire department below the rank Against of Fire Battalion Chief or equivalent rank, or a sworn peace officer in the service of the City Marshal's Office, who has completed the required one (1) year probationary period is entitled to Civil Service coverage under this Article?" PROPOSITION K Shall Section 3, Civil Service Commission, Section 3A, Removal of For Commissioners, 4, Organization of Commission, of Article XVI I of the North Richland Hills Charter related to the administration and organization of the Commission, be amended to (a) authorize the appointment of alternate members to serve in the absence or disability of any member; (b) authorize Against confirmation or removal of any commissioner by a majority vote of the City Council; (c) require the Commission to comply with the attendance requirements established by the City Council for all City Boards; and (d) modify the meeting time of the Commission to at least once annually? Ordinance No. 3777 Page 8 of 12 For PROPOSITION L Shall Section 5, Powers and Responsibilities, of Article XVII of the North Richland Hills Charter related to powers, duties, and responsibilities of the Commission be amended to (a) authorize the Civil Service Commission to Against recommend civil service rules governing the initial employment, promotional processes, and the disciplinary appeals process for Civil Service Employees to the City Council for approval; (b) hear appeals of disciplinary terminations, suspensions and demotions of Civil Service Employees; (c) provide the authority for the Civil Service Commission to report on all matters deemed by the Commission to be appropriate to determine enforcement and compliance; (d) allow any three (3) Commissioner's to request that an item be placed on the Commission's meeting agenda for discussion and action by the Commission; and (e) clarify that the Civil Service Commission shall not interfere with or provide instructions regarding the operation of any City department or provide any direction to any member of the City Staff outside of the formal responsibilities of the Commission? PROPOSITION M Shall Section 5A, Commission Investigations; Oaths and Subpoena For Power, of Article XVII of the North Richland Hills Charter be amended to replace the current language with language authorizing the Civil Service Commission to make inquires and enforce the Civil Service provisions of the Charter and the Civil Service Rules and Regulations, administer oaths, Against compel and subpoena witnesses and records, and adopt rules and regulations to specify the processes and procedures for conducting its investigations or exercising its subpoena power? PROPOSITION N Shall Section 9, Examination for Eligibility Lists, of Article XVI I of the North For Richland Hills Charter be amended to add "PROMOTIONS; VACANCIES" to the title and replace the current language with language that the Civil Service Commission shall recommend that the City Council adopt Rules and Regulations by ordinance governing all Civil Service positions, Against promotions, original appointments, transfer or demotions, including method of examination and eligibility lists; and that the City Council shall make the final determination on the adoption of such rules? Ordinance No. 3777 Page 9 of 12 PROPOSITION O For Shall Section 16, Indefinite Suspensions, of Article XVII of the North Richland Hills Charter be amended to change the time frame that the Commission shall hold an appeal hearing from a suspension from thirty (30) days to forty-five (45) days after it receives notice of appeal? Against PROPOSITION P Shall Section 16, Indefinite Suspensions, of Article XVII of the North For Richland Hills Charter related to reinstatement of a Civil Service Employee after suspension be amended to (a) provide that in the event the Commission reinstates a Civil Service Employee, such employee shall be reinstated within ten (10) days of the date of the Commission's order; (b) Against clarify that such employee shall be entitled to full compensation and restoration of any benefits lost during the actual time lost as a result of the suspension; (c) limit the Commission's authority to require prompt reinstatement by a department head for not citing specific facts; (d) eliminate the Commission's ability to hold a Department Head in contempt or reinstate any employee who has been charged with a crime (except minor traffic offense), unless such charges have reached final disposition and the employee has been found not to have engaged in criminal conduct; and (e) eliminate the requirement that the City Manager remove a Department Head for refusing to obey an order of reinstatement of the Commission allowing the City Manager discretion to determine level of discipline for the Department Head? PROPOSITION Q For Shall Section 18, Appeal to District Court of Article XVII of the North Richland Hills Charter be amended to specify that the correct venue for filing an appeal of the Commission's decision is to the District Court in Tarrant County, Texas and remove any language related to preferential Against treatment of such appeal? PROPOSITION R For Shall Sections 6, 19, 20, 23, 25 and all other sections referencing such terms, of Article XVII of the North Richland Hills Charter be amended to replace the term "head of department" with "Department Head;" replace the term "employee" with "Civil Service Employee;" and replace the term Against "Director of Personnel" with "Director of Human Resources?" Ordinance No. 3777 Page 10 of 12 For PROPOSITION S Shall Section 10, Method of Filling Positions, Section 14, Promotions; Filling Vacancies, Section 22, Political Activities, Section 22A, Leaves of Absence, and 22B, Military Leave of Absence, and Section 5B, Against Responsibilities, of Article XVII of the North Richland Hills Charter be REPEALED in their entirety to be included in the Civil Service Rules and Regulations, other applicable sections of the Charter and the City's Personnel Policy Manual, respectively, and as amended? For PROPOSITION T Shall Section 23, Publishing of Civil Service Rules and Regulations, of Article XVII of the North Richland Hills Charter be amended to remove the requirement that the Civil Service Rules and Regulations be distributed to Against each department and replace that requirement with language that the Civil Service Rules and Regulations be made accessible for review? For PROPOSITION U Shall Section 24, Status of Present Employees, of Article XVI I of the North Richland Hills Charter be amended to provide that only sworn Civil Service Against Employees at the time of passage of any such Charter Amendment(s) herein are entitled to Civil Service classification for the position currently occupied and eliminate any six (6) month waiting period? For PROPOSITION V Shall Section 25, Sick and Injury Leaves of Absence, of Article XVII of the North Richland Hills Charter be amended to move language regarding Against beneficiary settlement of accounts to the City Personnel Policy Manual? Ordinance No. 3777 Page 11 of 12 For PROPOSITION W Shall Section 25A, Vacations, of Article XVII of the North Richland Hills Charter shall be amended to add authority for the City Manager to exercise Against discretion to increase vacation accruals for Civil Service Employees on a temporary or permanent basis? PROPOSITION X For Shall Section 26, Employees Prohibited from Striking, of Article XVII of the North Richland Hills Charter be amended to delete the second and third paragraphs and replace the language with language that requires all disciplinary action for violations of this Article to be administered in Against accordance with the North Richland Hills Personnel Policy Manual and Civil Service Rules and Regulations? PROPOSITION Y For Shall Section 6, Continuity in Government, of Article XVIII of the North Richland Hills Charter be amended to authorize the summary of the caption and the penalty of adopted ordinances that assess a fine, fee or penalty to Against be published once in the City's official newspaper? PROPOSITION Z For Shall the North Richland Hills City Charter be amended to remove any redundancies or inconsistencies, correct any typographical errors, modify language as necessary to make it gender neutral, and remove or modify Against any language that conflicts with or is preempted by other state or federal legislation. Ordinance No. 3777 Page 12 of 12 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Approve minutes of the January 23, 2023 regular City Council meeting. PRESENTER: Alicia Richardson, City Secretary SUMMARY: The minutes are listed on the consent agenda and approved by majority vote of Council at the City Council meetings. GENERAL DESCRIPTION: The City Secretary's Office prepares action minutes for each City Council meeting. The minutes for the previous meeting are placed on the consent agenda for review and approval by the City Council, which contributes to a time efficient meeting. Upon approval of the minutes, an electronic copy will be uploaded to the City's website. RECOMMENDATION: Approve minutes of the January 23, 2023 regular City Council meeting. MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE JANUARY 23, 2023 WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 23rd day of January at 6.00 p.m. in the City Council Chamber prior to the 7.00 p.m. regular Council meeting. Present: Tito Rodriguez Mayor Pro Tem, Place 1 Rita Wright Oujesky Place 2 Suzy Compton Place 3 Mason Orr Place 4 Blake Vaughn Place 5 Scott Turnage Associate Mayor Pro Tem, Place 6 Kelvin Deupree Deputy Mayor Pro Tem, Place 7 Absent: Oscar Trevino Mayor Staff Members: Mark Hindman City Manager Paulette Hartman Deputy City Manager Karen Manila Assistant City Manager Alicia Richardson City Secretary/Chief Governance Officer Maleshia B. McGinnis City Attorney CALL TO ORDER 1. DISCUSS ITEMS FROM REGULAR CITY COUNCIL MEETING City Council had no questions for staff. 2. DISCUSS CHARTER REVIEW TASK FORCE RECOMMENDATIONS FOR 2023 CHARTER AMENDMENT ELECTION. City Manager Mark Hindman informed City Council at their January 9, 2023 meeting Associate Mayor Pro Tem Turnage who served as the Charter Review Task Force Chair reviewed the proposed Charter amendment language. Following the January 9 meeting, staff reviewed the proposed Charter amendment language and recognized additional language is necessary to clarify (i) City Council members are paid $50.00 per meeting, not including Council committee meetings and that meetings of the City Council shall be held in accordance with state law (Article V, Section 1. City Officials); (ii) City Council January 23, 2023 City Council Meeting Minutes Page 1 of 11 approves or authorizes the approval of plats in accordance with state law (Article VI, Section 3(7). Duties of City Council); and (iii) Planning and Zoning Commission be responsible for the approval of plats as authorized by the City Council in accordance with state law and the Subdivision Ordinance (Article XIV, Section 2(3). Planning and Zoning Commission Powers and Duties). Director of Human Resources Patrick Hillis provided an overview of the Charter Review Task Force ("Task Force") recommendations for Civil Service. He informed City Council staff made additional changes since the approval of charter amendments by the Task Force. Mr. Hillis reviewed the following changes: Article XVII: City Civil Service, Section 2. Definitions. - Any full-time, employee who is a sworn, peace officer in the Police department below the rank of Police Captain, or equivalent rank, or a fire fighter in the Fire department below the rank of Fire Battalion Chief or equivalent rank, or a sworn peace officer in the service of the City Marshal's Office, who has completed the required one-year probationary period is entitled to Civil Service coverage under this Article. Such employee is hereafter referred to as a "Civil Service Employee". The new language proposed by staff identifies employees within the Police and Fire departments who are considered a civil service employee. Article XVII: City Civil Service, Section 16. Indefinite Suspensions. The new language proposed by staff provides that a suspended employee be restored to his or her position when ordered by the Civil Service Commission. The employee shall be reinstated within ten (10) days of the date of the Commissioner's order of reinstatement and shall be entitled to full compensation for the actual time lost as a result of the suspension at the rate of pay provided the position or class of service from which he or she was suspended. The employee shall also be entitled to restoration of, or credit for, any other benefits lost (i.e., sick leave, vacation, etc.) to which he or she would have been entitled to as a result of the suspension. The previous language for this section assigned the duty of reinstating a suspended employee to the Department Head and ramifications (discharged by the City Manager) if Department Head refused to obey the Civil Service Commissions order. EXECUTIVE SESSION 1. SECTION 551.072: DELIBERATE THE PURCHASE, EXCHANGE, LEASE OR VALUE OF REAL PROPERTY - 9105 BOULEVARD 26, TRACT 5, LANDON C WALKER SURVEY, ABSTRACT 1653 January 23, 2023 City Council Meeting Minutes Page 2 of 11 2. SECTION 551.087: DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS - 8735, 8859 AND 8867 BOULEVARD 26. Mayor Pro Tem Rodriguez announced at 6.36 p.m. that the City Council would adjourn into Executive Session as authorized by Chapter 551, Texas Government Code, specifically Section 551.072: Deliberate the purchase, exchange, lease or value of real property - 9105 Boulevard 26, Tract 5, Landon C Walker Survey, Abstract 1653 and Section 551.087: Deliberation regarding Economic Development negotiations - 8735, 8859 and 8867 Boulevard 26. Executive Session began at 6.40 p.m. and concluded at 6.58 p.m. Mayor Pro Tem Rodriguez announced at 6.58 p.m. that City Council would convene to the regular City Council meeting. REGULAR MEETING A. CALL TO ORDER Mayor Pro Tem Rodriguez called the meeting to order January 23, 2023 at 7.06 p.m. Present: Tito Rodriguez Mayor Pro Tem, Place 1 Rita Wright Oujesky Place 2 Suzy Compton Place 3 Mason Orr Place 4 Blake Vaughn Place 5 Scott Turnage Associate Mayor Pro Tem, Place 6 Kelvin Deupree Deputy Mayor Pro Tem, Place 7 Absent: Oscar Trevino Mayor Staff Members: Mark Hindman City Manager Paulette Hartman Deputy City Manager Karen Manila Assistant City Manager Alicia Richardson City Secretary/Chief Governance Officer Maleshia B. McGinnis City Attorney A.1 INVOCATION Council member Compton gave the invocation. A.2 PLEDGE Council member Compton led the Pledge of Allegiance to the United States and Texas January 23, 2023 City Council Meeting Minutes Page 3 of 11 flags. A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) There were no items for this category. A.4 CITIZENS PRESENTATION There were no requests to speak from the public. A.5 PUBLIC COMMENTS There were no requests to speak from the public. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA No items were removed from the consent agenda. B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS APPROVED A MOTION WAS MADE BY DEPUTY MAYOR PRO TEM DEUPREE, SECONDED BY COUNCIL MEMBER WRIGHT OUIESKY TO APPROVE THE CONSENT AGENDA, AS PRESENTED. MOTION TO APPROVE CARRIED 7-0. BA APPROVE MINUTES OF THE JANUARY 9, 2023 REGULAR CITY COUNCIL MEETING. B.2 CONSIDER RESOLUTION NO. 2023-003 AUTHORIZING THE CITY MANAGER TO EXECUTE A REGIONAL ASSET TRANSFER ADDENDUM WITH THE DALLAS COUNTY CRIMINAL DISTRICT ATTORNEY'S OFFICE TO TRANSFER EQUIPMENT PURCHASED BY THE CITY OF NORTH RICHLAND HILLS USING TEXAS ANTI-GANG CENTER GRANT #2848908 FUNDS. B.3 APPROVE PURCHASE FROM MCMILLAN JAMES EQUIPMENT COMPANY, LLC, FOR REPLACEMENT HVAC ROOFTOP UNITS FOR CAPITAL IMPROVEMENT PROJECT FC2314 PUBLIC LIBRARY HVAC REPLACEMENT IN THE AMOUNT OF $745,166 THROUGH BUY BOARD CONTRACT NO. 631-20. January 23, 2023 City Council Meeting Minutes Page 4 of 11 B.4 AUTHORIZE THE PURCHASE OF A 2023 CHEVROLET 1500 SUBURBAN FROM CALDWELL COUNTRY CHEVROLET USING BUYBOARD CONTRACT NO. 601-19 IN AN AMOUNT NOT TO EXCEED $53,175. B.5 AUTHORIZE THE CITY MANAGER TO EXECUTE A MASTER COOPERATIVE PURCHASING AGREEMENT WITH THE SHERIFF'S ASSOCIATION OF TEXAS AND APPROVE THE PURCHASE OF 20 POLICE DEPARTMENT TAHOES FROM RELIABLE CHEVROLET, UTILIZING THE SHERIFF'S ASSOCIATION OF TEXAS COOPERATIVE CONTRACT #22-03-1008R IN THE AMOUNT OF $1,225,739. B.6 APPROVE A SOLE SOURCE SERVICE SUBSCRIPTION AGREEMENT FOR 60 AUTOMATED LICENSE PLATE READER CAMERAS FROM FLOCK GROUP INC., IN THE AMOUNT OF $323,400 USING TEXAS ANTI-GANG CENTER GRANT #2848908 FUNDING AND CONSIDER RESOLUTION NO. 2023-011, AUTHORIZING THE CITY MANAGER TO EXECUTE A REGIONAL ASSET TRANSFER ADDENDUM WITH THE CITY OF ARLINGTON. B.7 AUTHORIZE THE SOLE SOURCE PURCHASE OF A BULLET RECOVERY SYSTEM FROM CYBERNATIONAL, INC. IN THE AMOUNT OF $79,525 USING TEXAS ANTI-GANG CENTER GRANT #2848908 FUNDING AND CONSIDER RESOLUTION NO. 2023-012, AUTHORIZING THE CITY MANAGER TO EXECUTE A REGIONAL ASSET TRANSFER ADDENDUM WITH THE CITY OF ARLINGTON. B.8 CONSIDER RESOLUTION NO. 2023-004 AUTHORIZING THE CITY MANAGER TO EXECUTE A REGIONAL ASSET TRANSFER ADDENDUM WITH THE CITY OF ARLINGTON TO TRANSFER EQUIPMENT PURCHASED BY THE CITY OF NORTH RICHLAND HILLS USING TEXAS ANTI-GANG CENTER GRANT #2848908 FUNDS. B.9 CONSIDER RESOLUTION NO. 2023-005 AUTHORIZING SUBMISSION OF THE GRANT APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE OFFICE OF THE GOVERNOR'S PUBLIC SAFETY OFFICE FY24 GENERAL VICTIM ASSISTANCE GRANT PROGRAM, GRANT #3544405. B.10 CONSIDER RESOLUTION NO. 2023-006 AUTHORIZING SUBMISSION OF THE GRANT APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S OFFICE CRIMINAL JUSTICE DIVISION EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE PROGRAM FY2024, GRANT #4734101 TO PURCHASE EQUIPMENT FOR THE PUBLIC SAFETY DISPATCH CENTER. January 23, 2023 City Council Meeting Minutes Page 5 of 11 B.11 CONSIDER RESOLUTION NO. 2023-007 AUTHORIZING SUBMISSION OF THE GRANT APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S PUBLIC SAFETY OFFICE FY24 VIOLENCE AGAINST WOMEN JUSTICE AND TRAINING PROGRAM, GRANT #4734001. B.12 CONSIDER RESOLUTION NO. 2023-008 APPROVING A MEMORANDUM OF UNDERSTANDING WITH THE CITY OF FORT WORTH FOR THE FY2022 EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT FORMULA PROGRAM AWARD. B.13 AUTHORIZE THE SOLE SOURCE PURCHASE OF 12 ADDITIONAL POLE-MOUNTED AUTOMATED LICENSE PLATE READER (ALPR) CAMERAS AND THE SUBSCRIPTION RENEWAL FOR 9 EXISTING ALPR CAMERAS FROM FLOCK SAFETY, INC, NOT TO EXCEED THE AMOUNT OF $74,700. B.14 CONSIDER RESOLUTION NO. 2023-009 AUTHORIZING SUBMISSION OF THE GRANT APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE 2022 ASSISTANCE TO FIREFIGHTERS GRANT (AFG) PROGRAM - EQUIPMENT IN THE AMOUNT OF UP TO $90,000 WITH THE CITY'S MATCH BEING UP TO $9,000, AND AUTHORIZE THE EXECUTION OF THE ASSOCIATED TERMS AND CONDITIONS. B.15 AUTHORIZE THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH DENTON COUNTY FOR THE PURCHASE OF SLURRY SEAL AND OTHER GOODS AND SERVICES FROM VENDORS SELECTED THROUGH THE COMPETITIVE BIDDING PROCESS. C. PUBLIC HEARINGS CA PUBLIC HEARING AND CONSIDERATION OF ORDINANCE NO. 3775 ADOPTING THE NORTH RICHLAND HILLS YOUTH PROGRAMS STANDARDS OF CARE. APPROVED Mayor Pro Tern Rodriguez opened the public hearing and called on NRH Centre Member Services Supervisor Ron Newman to introduce the item. Mr. Newman informed City Council the youth programs standards of care are a requirement of the Texas Department of Family and Protective Services for exempt status for day care licensing. To receive exempt status a municipality must submit a copy of January 23, 2023 City Council Meeting Minutes Page 6 of 11 the program standards of care, a notice of a public hearing for the program and a copy of the ordinance adopting the standards. 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 ORR, SECONDED BY COUNCIL MEMBER COMPTON TO APPROVE ORDINANCE NO. 3775. MOTION TO APPROVE CARRIED 7-0. C.2 CONDUCT A PUBLIC HEARING AND APPROVE ORDINANCE NO. 3776 AMENDING THE FISCAL YEAR 2022-2023 ADOPTED CAPITAL IMPROVEMENT BUDGET. APPROVED Mayor Pro Tern Rodriguez opened the public hearing for Ordinance No. 3776, and called on Director of Budget and Research Trudy Lewis to present item C.1 and companion items F.1, and F.2. Ms. Lewis informed City Council the public hearing for the capital budget amendment was published in the Fort Worth Star Telegram on January 11, 2023. There are two projects associated with the budget amendment. The first project provides intersection improvements at Rufe Snow Drive and Starnes Road and Smithfield Road and Starnes Road. In 2021, city staff submitted a grant application and received funding from the Texas Highway Safety Improvement Program (HSIP) for these intersection improvements. The HSIP program will pay 90% of construction cost and the remaining 10% will come from North Central Texas Council of Governments Transportation Development Credits. While the grant does not require the city to pay for construction costs or overages associated with construction costs; the city is responsible to fund the design phase for the intersection improvements. It is necessary to allocate $150,000 towards the design phase. Ms. Lewis stated that funding is available in Street Capital Improvement Program Fund reserves. This new project requires an amendment to the FY 2022-2023 Adopted Capital Budget for the design cost for the intersection improvements. The second project provides additional funding for the Iron Horse East Boulevard reconstruction project. This street was included in the 2020 Bond Program and subsequently awarded a grant from the Economic Development Administration (EDA) to fund 80% of the project cost with the city being responsible for a 20% match ($1,055,000). The city is responsible for 100% of any cost overages. The construction January 23, 2023 City Council Meeting Minutes Page 7 of 11 phase of the project was bid and the lowest bidder exceeded the available budget by $926,031 . Staff recommends to increase the budget to one million, which will provide a contingency fund for construction of Iron Horse East Boulevard. Staff proposes an amendment of$1,150,000 to the FY 2022-2023 Adopted Capital Budget. Ms. Lewis stated the two companions items for this budget amendment include a reimbursement resolution (item F.1) and an award of bid for the construction of the Iron Horse East Boulevard project (item F.2). A reimbursement resolution authorizes the city to reimburse expenditures from proceeds of a future bond sale. The Iron Horse East Boulevard project was included in the 2020 Bond Program, which makes it eligible for General Obligation bond proceeds. The city has sufficient reserve funds in the Street CIP Fund to move forward with the award of contract. If approved, the resolution allows Street CIP cash reserves to be reimbursed from a future bond sale. Staff recommends the approval of Resolution No. 2023-010. Item F.2 on the agenda is to award the construction of the Iron Horse East Boulevard project to The Fain Group and authorize the City Manager to execute the related construction agreement. 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 WRIGHT OUIESKY, SECONDED BY ASSOCIATE MAYOR PRO TEM TURNAGE TO APPROVE ORDINANCE NO. 3776. MOTION TO APPROVE CARRIED 7-0. D. PLANNING AND DEVELOPMENT There were no items for this category. E. PUBLIC WORKS There were no items for this category. F. GENERAL ITEMS FA CONSIDER REIMBURSEMENT RESOLUTION NO. 2023-010 AUTHORIZING REIMBURSEMENT OF CAPITAL EXPENDITURES WITH RESPECT TO PROCEEDS OF DEBT HEREAFTER TO BE INCURRED, IN AN AMOUNT NOT TO EXCEED $1,020,000. APPROVED January 23, 2023 City Council Meeting Minutes Page 8 of 11 This item was presented in conjunction with items C.2 and F.2. A MOTION WAS MADE BY COUNCIL MEMBER ORR, SECONDED BY COUNCIL MEMBER VAUGHN TO APPROVE REIMBURSEMENT RESOLUTION NO. 2023-010 AUTHORIZING REIMBURSEMENT OF CAPITAL EXPENDITURES WITH RESPECT TO PROCEEDS OF DEBT HEREAFTER TO BE INCURRED, IN AN AMOUNT NOT TO EXCEED $1,020,000. MOTION TO APPROVE CARRIED 7-0. F.2 CONSIDER AWARD OF RFB 23-005 TO THE FAIN GROUP, INC., FOR CONSTRUCTION OF THE IRON HORSE EAST PROJECT (ST2101) IN THE AMOUNT OF $5,868,723 AND AUTHORIZE THE CITY MANAGER TO EXECUTE THE RELATED CONSTRUCTION AGREEMENT. APPROVED This item was presented in conjunction with items C.2 and F.1. A MOTION WAS MADE BY DEPUTY MAYOR PRO TEM DEUPREE, SECONDED BY COUNCIL MEMBER WRIGHT OUJESKY TO AWARD RFB 23-005 TO THE FAIN GROUP, INC., FOR CONSTRUCTION OF THE IRON HORSE EAST PROJECT (ST2101) IN THE AMOUNT OF $5,868,723 AND AUTHORIZE THE CITY MANAGER TO EXECUTE THE RELATED CONSTRUCTION AGREEMENT. MOTION TO APPROVE CARRIED 7-0. GA EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA APPROVED Mayor Pro Tern Rodriguez announced there was action necessary as the result of discussion in Executive Session pursuant to Section 551.072: Deliberate the purchase, exchange, lease or value of real property - 9105 Boulevard 26, Tract 5, Landon C Walker Survey, Abstract 1653 and Section 551.087: Deliberation regarding economic development negotiations - 8735, 8859 and 8867 Boulevard 26. Director of Economic Development Craig Hulse informed City Council the city was approached by Merlin Entertainment Theme Parks, LLC to redevelop 13 acres of property located south of NRH2O. The former business located at this property closed in January 23, 2023 City Council Meeting Minutes Page 9 of 11 2021. Merlin Entertainment Theme Parks, LLC wants to develop a year-round attraction that will complement NRH2O. The city has been requested to consider two agreements. The two items for City Council's consideration this evening is a parking lot lease and economic development agreement with Merlin Entertainment Theme Parks, LLC. A MOTION WAS MADE BY COUNCIL MEMBER COMPTON, SECONDED BY COUNCIL MEMBER VAUGHN TO AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PARKING LOT LEASE AND ANY OTHER NECESSARY AND RELATED DOCUMENTS WITH MERLIN ENTERTAINMENTS THEME PARKS, LLC FOR 9105 BOULEVARD 26 AND TRACT 5, ABSTRACT 1653, WALKER, LANDON C SURVEY. MOTION TO APPROVE CARRIED 7-0. G.2 EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA APPROVED This item was presented in conjunction with item G.1. A MOTION WAS MADE BY COUNCIL MEMBER WRIGHT OUIESKY, SECONDED BY DEPUTY MAYOR PRO TEM DEUPREE TO AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN ECONOMIC DEVELOPMENT AGREEMENT WITH MERLIN ENTERTAINMENTS THEME PARKS, LLC FOR 8735, 8859 AND 8867 BOULEVARD 26. MOTION TO APPROVE CARRIED 7-0. H. INFORMATION AND REPORTS H.1 ANNOUNCEMENTS Council member Orr made the following announcements. NRH2O Family Water Park is hosting the Polar Plunge benefiting Special Olympics Texas on Saturday, February 4. You can find more information and a link to sign up on the city's website. Tickets are on sale now for the Daddy/Daughter Valentine's Dance. The dance will take place on Saturday, February 18 in the Grand Hall at the NRH Centre. Please visit the city's website or contact the NRH Centre for details. January 23, 2023 City Council Meeting Minutes Page 10 of 11 Kudos Korner - Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Clayton Comstock in Planning & Development: A developer from out of state emailed his compliments for the high level of customer service Clayton and his staff provide. He stated: "Y'all are rockstars at the City of NRH with how quickly you respond and get things done. We haven't worked with any other city that is as on top of things as you and your colleagues." I. ADJOURNMENT Mayor Pro Tern Rodriguez adjourned the meeting at 7.37 p.m. Tito Rodriguez, Mayor Pro Tern ATTEST: Alicia Richardson City Secretary/Chief Governance Officer January 23, 2023 City Council Meeting Minutes Page 11 of 11 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM From: The Office of the City Manager Date: February 13, 2023 Subject: Authorize the purchase of a 2024 Hino L7 Crew Cab Dump truck from Rush Truck Centers of Texas, LP using BuyBoard Contract No. 601-19 in an amount not to exceed $165,563.13. Presenter: Zane Ryan, Fleet Services Manager Summary: The 2022-2023 adopted budget includes the replacement of a single axle crew cab dump truck, funded as a CIP Project FS2303 in the amount of$ 165,563.13. It is recommended to purchase this dump truck from Rush Truck through BuyBoard Contract No. 601-19. General Description: The dump truck being replaced is Public Works' Unit 6612 which is a 20-year-old 2003 GMC Kodiak Crew Dump Truck. This dump truck has reached the end of its respective life cycle as outlined within the Vehicle Equipment Replacement Plan. Due to current age and usage, continued repair and upkeep is no longer cost-effective. The City of North Richland Hills is a member of several inter-local groups and utilizes existing contracts with vendors through the Local Government Purchasing Cooperatives. Rush Truck Centers of TX, LP has submitted a quote under BuyBoard # 601-19, totaling $165,563.13 for a 2024 Hino L7 Crew Cab Dump Truck. The City has conducted multiple positive business arrangements with this vendor. Recommendation: Authorize the purchase of a 2024 Hino L7 Crew Cab Dump Truck from Rush Truck Centers of Texas, LP, using BuyBoard Contract No. 601-19 in an amount not to exceed $165,563.13. P.O.Box 400,Austin,Texas 76767 PUBOard 600.695.2919®info@buybaard.com®buybeard.com November 1, 2021 Sent via email to: munisalles(cbru!shenteri2rise,s.com Drew Neubauer Rush Truck Centers of Texas, LP 555 IH 35 South, Suite 500 New Braunfels, TX 78130 Re: Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor BuyBoard Contract 601-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor, Contract 601-19, for which the current term is set to expire November 30, 2021. At this time, the BuyBoard is renewing your contract through November 30, 2022. 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 lisa.maraden ta.sb.or 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 lisa.maraden tasb.orz. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, c;;,` C� Lisa Maraden Contract Administrator final renewal v.02.13.2020 �v.. I v Endorsed by Tq a I ( 'i �.? a P.O.Box 400,Austin,Ts 78767 800.695.291 •info@bu aoa;rd.c ,buyboard.com PFBoarde November 5, 2020 Sent via email to: munisales rushenter rises.com Drew Neubauer Rush Truck Centers of Texas, LP (Self-reporting Vendor) 555 IH 35 South, Suite 500 New Braunfels TX 78130 Re: Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor BuyBoard Contract 601-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor, Contract 601-19 effective December 1, 2019 through November 30, 2020 with two possible one-year renewals. At this time, the BuyBoard is renewing your contract through November 30, 2021. All discounts,terms,and conditions of your contract will remain the same. If you agree to this renewal,there is nothing you need to do. However, if you do not agree to this renewal, you must notify me via email at li .rnaraden„ ,C p.Eg prior to the start of the renewal term. Reminder: Once a BuyBoard contract is awarded,vendors must generate a minimum of$15,000 annually or they may not be offered a contract renewal. If you have questions or comments concerning this renewal, please contact me as soon as possible at lisa.marad ntasb.or .We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, "" ca Lisa Maraden Contract Administrator 15t renewal v.02.13.2020 Endorsed b, " 1 � �a , A set? frr �f ' .Sor400 Auslin,IX'7d'7'7-tt 9g 8MM2 19 1512.467.0222 j Fax-'MG111-5494 hgboard.co November 6, 2019 Sent Via Email: neubauerd@rushenterprises.com Drew Neubauer Rush Truck Centers of Texas, LP 555 IH 35 South, Suite 500 New Braunfels,TX 78130 Welcome to BuyBoard! e: Notice of The Local Government Purchasing Cooperative Award Proposal Name and/ dumber: Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts and Service Labor, Proposal No. 601-19 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard@ contract based on the above-referenced Proposal. The contract is effective 12/1/2019 through 11/30/2020, with two possible one-year renewals.The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 601-19 on the following web-site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition,on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: 1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards You are advised that receipt of a purchase order dlirectly from a Cooperative member is not uwriithin 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, aill 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 Co grati a Procurement Staff at800-695-2919. Sincerely, Arturo Salinas Department Director, Cooperative Procurement v.6.5 The Local Government Purchasing Cooperative is endorsed by the Texas Association of School Boards v Texas Municipal t e4ue, Texas Association of Counties,and[he Tex a,,Association of School Adndnistrators. 511 Nat¢vmB ,d Schoul t d� rp�e w u pp pp pp pppppppppp mm mm mm pp Endr-sed by ° $hoards A,,j ciation November 6, 2019 Sent Via Email: neubauerd@rushenterprises.com Drew Neubauer Rush Truck Centers of Texas, LP 555 IH 35 South,Suite 500 New Braunfels,TX 78130 Welcome to BuyBoard! Re: Notice of National Purchasing Cooperative Piggy-Back Award Proposal) Name and Number: Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts and Service Labor, Proposal No. 601-19 Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal. As provided for in the Proposal and your National Purchasing Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 12/1/2019 through 11/30/2020,with two possible one-year renewals. The National Cooperative membership list is available at our website www.bu boardacom/vendor. The list identifies the current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract. You are advised that receipt of a purchase order directly from a National Cooperative member is not within BuiyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore, all purchase orders from National Cooperative members must be processed through the BuyBoard. Please forward by e-mail to info@buyboard.com any order received directly from a National Cooperative member. If you inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard uiser id and (password willl be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, please contact Cog�gerative Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas Department Director,Cooperative Procurement v.6.5 9' �,I �Vfe»F�r ionw� P.Q.Box 400,Austin, Texas 78767--0400 800.695.2919•buyboard,com hw 0 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-29i9 • FAX: 800-211-5454 •iruyboard.com PROPOSE Ftr's GREE,MENT AND SIGNATURE Proposal Dame:Vehicles, Heavy Duty Trucks, Proposal Due Date/OpeningDat pD Tirne: Police Motorcycles, Parts, and Service Labor August 1, 2019 at 4:00 PM Location of Prop sal Doening: Texas Association of School Boards,Inc. BuyBoard Department PEopggal fl'urnber: 601-19 12007 Research Blvd. Austin,TX 78759 ntii ted Coo erative Board M ` in Date: Contract Time Period: December 1, 2019 October 2019 through November 30, 2020 with two (2) possible one-year renewals. Rush Truck Centers of Texas, LP 8/29/2019 Name of Proposing Company Date 555 1H 35 South, suite 500 Street Address Signatuof Authorized Compan fFcial New Braunfels, TX 78130 Steve Taylor City, State,Zip Printed Name of Authorized Company Official 830-302-5254 Vice President Telephone Number of Authorized Company Official Position or Title of Authorized Company Official 830-302-5295 74-2786264 Fax Number of Authorized Company Official Federal ID Number Page 9 of 161 Proposal Forms COMM/SVCS v.05.15.2019 469 a � a ��ral'fve�' rofr�►sF�rr 12007 Research Boulevard •Aust bgyboard.com 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'l; 2. By your response ("Proposal") 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 piggyback 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 10 of 161 Proposal Forms COMM/5VC5 v.05.15.2019 �r r8oard cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com VEND�OiR CONTACT INFORMATION Name of company: Rush Truck Centers of Texas, LP Vendor Proposal/Contract Contact Name: Drew Neubauer Vendor Proposal/Contract Contact E-mail Address: neubauerd@rushenterprises.com Vendor Contact Mailing Address for Proposal/Contract Notices. 555 IH 35 South, Suite 500 New Braunfels, TX 78130 Company Website: www.rushtruckcenters.com 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- (] I will use the internet to receive purchase orders at the following address: Purchase order E-mail Address: neubauerd@rushenterprises.com Purchase Order Contact: Drew Neubauer Phone: 830-302-5254 Alternate Purchase Order E-mail Address: krusec@rushenterprises.com Alternate Purchase Order Contact: Colton Kruse Phone: 830-302-5219 ❑ 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. Re lest for uotes "RF " : Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs: RFQ E-mail Address: neubauerd@rushenterprises.com RFQ contact: Drew Neubauer Phone: 830-302-5254 Alternate RFQ E-mail Address: krusec@rushenterprises.com Alternate RFQ Contact: Colton Kruse Phone: 830-302-5219 Page 11 of 161 Proposal Forms COMM/sVCS v.05.15.2019 -"hard orativve Dwepe d° rfrasTr 12007 Research Boulevard ,Austin,Texas 78759-2439 - PM: 800-695-2919 ' FAX:800-211-5454'buyboard.com Invoic s: 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 websiite and e-mail notifications will be sent when they are ready to be retrieved. Please provide the following address, contact and a-mai[ information for receipt of service fee invoices and related communications: Please choose only one.Li1 of the following options for receipt of invoices aind provide the requested information: W service fee invoices and related communications should be provided directly to my company at: Invoice Mailing address; 555 IH 35 South, Suite 500 Department: MD ,pit; New Braunfels State,: TX Zip Code: 78130 Contact Name: Chris Garrison Phone; 830-302-5278 Invoice Fax: NA Invoice E-mail Address: garrisone@rushenterprises.eom Alternative.Invoice E'_mal Address; neubauerd@rushenterprises.com ❑ 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: ® In lieu of my company, I request and authorize service fee invoices to be provided to the Designated Dealer(s) receiving the purchase order(s) to which the invoiced service fees relate at the address and contact information designated on my company's Dealer Designation form as provided to the Cooperative administrator.** **If Vendor authorizes a billing agent or Designated Dealer(s) to receive and process service fee Invoices, In 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 respons/bllltles and obligations under the Contract Including,but not limited to,payment of all service fees under any Contract awarded Vendor, Page 12 of 161 Proposal Forms COMM/SVCS v.05.15.2014 r AM Ward Coopetativo Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 , PH: 800-695-2919 • FAX: 800-211-5454 •buwboard,corn. FELONY CONVICTIOR DISCLOSUR AND DEBARMENT CERTIFICATION FELONY QN"WIMON D1suos 11E 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 C-0 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 incilvidual(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. Rush Truck Centers of Texas, LP Company Name Steve Taylor Signaturre uthorized Company O iclal 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. Rush Truck Centers of Texas, LP Company Name Steve Taylor Signatur of Authorized C-o pany Official Printed Name Page 13 of 161 Proposal Forms COMM/SVGS v.O5.15.2019 Uard 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 . buvboard.com RESIDENTL 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 f]Z)one of the following M 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 % VENDOR NPLOY E T 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(d)one of the following: 0 Yes ❑ No By signature below, I certify that the information in Sections 1 (Resident/Nonresldent Certification) and 2 (Vendor Employment Certification)above is true, complete and accurate and that I am authorized by my company to make this certification. Rush Truck Centers of Texas, LP Company Name Steve Taylor Signatur of Authorized Compdny official Printed Name Page 14 of 161 Proposal Forms COMM/Svcs v.05.15.2019 w 1r .ard Caaeperative Prarchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX:800-211-5454 •buyboard.com No, IS EL BioycoTT 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. Rush Truck Centers of Texas, LP Company Name Steve Taylor Signature of Authorized Cam ny Official Printed Name Note; If REP does not wlsh to make this certlficat/on,return the blank form in lieu of completed certificadon. EXCLUDED NTIO +FRET+ 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.5. 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. Rush Truck Centers of Texas, LP Company Name "",9 — Steve Taylor St7g_nature,clfAi6thorized Comp y Official Printed Name Page 15 of 161 Proposal Forms CflMM/SVCS v.05.15.2019 7BAO we ara Ccre eraUve Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 . FAX: 800-211-5454,DA yboaira,caty HisTOELICALLY UNDERUTILIZED IBlUSI lESS 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'j 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 f,/)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 36 U.S.C.§1.01(2),who has a service-connected disability as defined by 38 U.B.C. § 101(16),and who has a disability rating of 261%or more as determined by the U.S. Department of Veterans Affairs or'Department of Defense) Certification Number: Name of Certifying Agency: ❑ My company has NOT been certified as a HUB. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Rush Truck Centers of Texas, LP Company Name Steve Taylo Printed Name W. : /'-� Signature-GfAlulthorized Co any 0 gal Page 16 of 161 Proposal Forms COMM/SVCS v.05.15.2014 PVC00parative Purchasing 12007 Research Boulevard ,Austin,Texas 78759-2439 •PH:800-b95-2919•FAX: 800-211-5454•balard c rrr, A contract awarded under this Proposal Invitation covers only the speclfic 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(Chaipter 22,54 of the Texas Government Code)and other applicable law and lrocal policy. The Advisory, available at buyboard.comJllendor/Resources.as�x, provides an overview of certain legal requirements that are potentially relevant to a Cooperative members 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. Kush Truck Centers of Texas, L Company Name rSteve Taylor Signahrr horized Co any Official Printed Name 8/29/2019 ®ate Page 17 of 161 Proposal Forms CONItW/Svcs v.05.15.2019 Ab illard Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 - PH: 800-695-2919 ' FAX: 800-211-5454 •buyboard.com DMA,110NAND 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 LZ)one of the following: ❑ O; Deviations ❑ Ye ; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INIFO M TION: 1. Shipping Via: ❑I Common Carrier ❑ Company Truck ❑ Prepaid and Add to Invoice ❑ Other: 2. Payment Terms: ❑ Net 30 days ❑ 1% in 10/Net 30 days ❑ Other: 3. Number of Days for Delivery: ARO 4. Vendor Reference/Quote Number: Rush Truck Centers of Texas, LP 5. state your return policy: Parts - 14 days, Truck Sales - no stated return policy 6. Are electronic payments acceptable? *Yes ❑ No 7. Are credit card payments acceptable? ❑Yes r1-1] No Rush Truck nters of Texas, LP Company Name Steve Taylor Signature of Authorize ompany Official Printed Name Page 18 of 161 Proposal Forms COMM/SVCS v.05.15.2014 r al ard Copperallve Purchasing, 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454' Iboard.corn If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase orders on your behalf, you must complete the Manufacturer Designated Dealer form. Rush Truck Centers of Texas, LP Company Name 555 IH 35 South, Suite 500 Address New Braunfels TX 78130 City State Zip 830-302-5254 830-302-5295 Phone Number Fax Number Drew Neubauer Contact Person Please see attached Company Name Address City State Zip Phone Number Fax Number Contact Person Page 19 of 161 Proposal Forms COMM/SVCS v.45.15Z019 Rush Truck Center Locations ALABAMA ARI'ZONA RTC FEIN: 72-1555639 RTC FEIN: 74-2927286 Rush Truck Center, Mobile Rush Truck Center, Flagstaff DUNS#19-949-8.192 DUNS#84-975-5715 5500 Linwood Steiner Road 2620 East Huntington Drive Theodore,AL 36582 (Mobile County) Flagstaff,AZ 86004(Coconino County) (251) 459-7300 (928) 679-2900 (251)459-7301 Fax (928) 679-2999 Fax Rush Truck Center, Phoenix DUNS#80-792-6725 9600 W. Roosevelt Street Tolleson,AZ 85353 (Maricopa County) (602) 422-8100 (602) 422-8175 Fax Rush Truck Center,Tucson DUNS#09-805-0235 755 E.44th Street Tucson,AZ 85713 (Pima County) (520) 205-8500 (520) 205-8596 Fax Rush Truck Center,Yuma DUNS#01-807-6675 3382 East Gila Ridge Road Yuma,AZ 95365 (Yuma County) (928)336-9700 (928) 336-9799 Fax CALIFORNIA Rush Truck Center, Fontana Vocational RTC FEIN: 74-2786269 Service DUNS#08-009-5660 Rush Truck Center, Fontana 14387 Slover Avenue DUNS#87-744-6484 Fontana, CA92337 (San Bernardino County) 14490 Slover Avenue (909)302-5600 Fontana, CA 92337 (San Bernardino County) (909)302-5686 Fax (909)574-1600 (909)823-3504 Fax Rush Truck Center,Pico Rivera DUNS#10-701-8892 Rush Truck Center, Fontana Collision 8830 East Slauson Avenue Center Pico Rivera, CA 90660 (Los Angeles County) DUNS#02-073-1291 (562)566-1800 10122 Elm Avenue (562)566-1894 Fax Fontana, CA 92335 (San Bernardino County) (909) 350-3848 Rush Truck Center,San Diego (909)350-3858 Fax DUNS#11-555-7261 8464 Miramar Road Rush Truck Center, Fontana Medium Duty San Diego, CA 92126 (San Diego County) DUNS#17-008-0829 (858) 586-2300 15463 Valley Boulevard (858) 586-2398 Fax Fontana, CA 92335 (San Bernardino County) (909) 829-2200 Rush Truck Center,Sylmar (909) 829-2292 Fax DUNS#83-612-3245 12985 West Foothill Boulevard Rush Trunk Center, Fontana Used Trucks Sylmar, CA 91342 (Los Angeles County) DUNS#07-851-5333 (818)493-5900 14315 Valley Boulevard (818)593-5999 Fax Fontana,CA 92335 (San Bernardino County) (909) 770-501.0 Rush Truck Center,Whittier (909) 770-5019 Fax DUNS#00-521-2523 2450 Kella Avenue Whittier,CA 90601 (Los Angeles County) (562) 551-5000 (562) 551-5097 Fax 2 COL..ORADO Rush Truck Center,Greeley RTC FFIN: 74-2802813 DUNS#13-752-7987 26956 WCR 47 Rush Truck Center, Denver Greeley, CO 80631 (Weld County) DUNS#04-331-0999 (970)534-3900 6955 E. 50th Avenue (970)534-3999 Fax Commerce City, CO 80216(Adams County) (303) 291-6300 Rush Truck Center, Pueblo (303) 292-5377 Fax DUNS#03-285-6242 2575 North Interstate 25 Rush Truck Center, Denver Medium Duty Pueblo, CO 81008(Pueblo County) DUNS#78-733-2787 (719) 404-5500 6800 E.50th Avenue (719) 543-4411 Fax Commerce City, CO 80216 (Adams County) (702) 508-7700 (702)508-7799 Fax 3 FLORIDA RTC FEIN: 06-1672108 Rush Truck Center, Orlando Light 8 Medium Duty Rush Truck Center,Raines City DUNS#96-803-7924 DUNS#17-057 5018 2350 Diversified Way 915 Roberts Road Orlando, FL 32804(Orange County) P.O. Box 65 (407) 581-8000 Lake Hamilton, FL 33851 (Polk County) (407) 581-8097 Fax (863) 547-2000 (863)547-2099 Fax Rush Truck Center, Orlando South DUNS#00 575-6503 Rush Truck Center,Jacksonville 9401 Bachman Road DUNS#62-404-7853 Orlando, FL 32824 (Orange County) 5175 W. Beaver Street (407)403-5300 Jacksonville, FL 32254(Duval County) (407) 403-5349 Fax (904) 265-2300 (904) 265-2378 Fax Rush Truck Center,Orlando Used Trucks DUNS#07-984-1100 Rush Truck Center, Lake City 2424 John Young Parkway DUNS#07-976-7719 Orlando, FL 32804(Orange County) 510 SW Arrowhead Terrace (407) 292-3515 Lake City, FL 32024 (Columbia County) (407) 292-3509 Fax (386)438-2300 (386)438-2399 Fax Rush Truck Center,Tampa DUNS#01513-5253 Rush Truck Center, Orlando 8111 East Adamo Drive DUNS#12-834-4574 Tampa, FL 33619(Hillsborough County) 1925 W. Princeton Street (813)559-2300 Orlando, FL 32804 (Orange County) (813)559-2399 Fax (321) 221-2300 (321) 221-2408 Fax 4 GEORGIA Rush Truck Center, Columbus North RTC FEW,20-5202215 DUNS#07-867-9708 7131 Jamesson Court Rush Truck Center,Albany Columbus, GA 31820 (Muscogee County) DUNS#07-864-5839 (706) 561-5988 1312 Blaylock Street (706)561-5989 Fax Albany, GA 31705 (Dougherty County) (229) 638-6500 Rush Truck Center,Columbus South (229) 638-6549 Fax DUNS#07-013-3401 1600 Box Road Rush Truck Center,Atlanta Collision Center Columbus,GA 31907 (Muscogee County) DUNS#01-095-8546 (706) 780-7200 1644 Market Drive (706) 780-7249 Fax Atlanta, GA 30316 (DeKalb County) (404) 212-5900 Rush Truck Center, Doraville (404) 212-5903 Fax DUNS#96-795-8526 2500 Button Gwinnett Drive Rush Truck Center,Atlanta Atlanta,GA 30340 (Gwinnett County) DUNS#62-177-3282 (678)578-1600 2560 Moreland Avenue (678) 578-1696 Fax Atlanta, GA 30315 (Del(alb County) (678)420-7500 Rush Truck Center, Gainesville (678) 420-7694 Fax DUNS#07-976-7730 2045 Atlas Circle Rush Truck Center,Augusta Gainesville, GA 30501(Hall County) DUNS#12-557-2664 (470) 248-7050 2925 Gun Club Road (470) 248-7069 Fax Augusta, GA 30907 (Richmond County) (706)842-2350 Rush Truck Center,Macon (706) 842-2399 Fax DUNS#96-853-6263 1320 Guy Paine Road Rush Truck Center, Blackshear Macon, GA 31206 (Bibb County) DUNS#83-294-5393 (478)845-5800 2792 Highway 84 West (478)845-5849 Fax Blackshear, GA 31516(Pierce County) (912)452-6100 Rush Truck Center,Smyrna (912)452-6149 Fax DUNS#83-326-4471 2120 Atlanta Road SE Smyrna, GA 30080 (Cobb County) (678) 718-3000 (678) 718-3097 Fax 5 GEORGIA{cont.t Rush Truck Center,Tifton Rush Truck Center,Valdosta DUNS#95-715-6057 DUNS#01-514-0581 16 Union Industrial Way 3640 Whitewater Road Tifton,GA 31793 (Tilt County) Valdosta,GA 31601 (Richmond County) (229) 472-5200 (229)474-6100 (229) 472-5249 Fax (229)474-6149 Fax 6 IDAHO Rush Intl Truck Center, Lewiston RTC FEIN,27-2220954 DUNS#02-532-1306 529 22nd Street North Rush Int'I Truck Center,Boise Lewiston, ID 83501 (Nez Perce County) DUNS#08-899-7788 770 Amity Road Rush Intl Truck Center,Twin Falls Boise, ID 83705 (Ada County) DUNS#00-993-4693 (208) 401-2200 249 4ch Avenue West (208) 345-4618 Fax Twin Falls, ID 83301(Twin Falls County) (208) 732-7800 Rush Int'I Truck Center,Idaho Falls (208) 733-9421 Fax DUNS#07-851-1878 4060 West Andco Drive Idaho Falls, ID 83402 (Bonneville County) (208) 656-6900 (208) 656-6949 Fax 7 ILLINOIS RTC FEIN:46-3230887 Rush Truck Center, Huntley DUNS#07-926-0616 Rush Truck Center, Bloomington 11816 S. Illinois Route 47 DUNS#87-434-3548 Huntley, IL 60142 (McHenry County) 2116 North Main Street (847) 802-5800 Normal, iL 61761(McLean County) (847) 802-5897 Fax (309) 205-7100 (309)454-1934 Fax Rush Truck Center,Joliet DUNS#07-926-0620 Rush Truck Center,Carol Stream 103 South Larkin Avenue DUNS#07-926-0604 Joliet, IL 60436 (Will County) 575 St. Paul Boulevard (815) 553-8300 Carol Stream, IL 60188(DuPage County) (815) 553-8399 Fax (630)614-7435 (630)614-7445 Fax Rush Truck Center,Quincy Rush Truck Center,Champaign DUNS#10-124-8552 DUNS#15-212-5233 601 North 4t"Street 309 W. Hensley Road Quincy, IL 62301(Adams County) Champaign, IL 61822 (Champaign County) (217) 641-4400 (217)298-5000 (217) 222-0973 Fax (217) 352-0490 Fax Rush Truck Center,Chicago Rush Truck Center,SpringfFeid East DUNS#07-926-0614 DUNS#07-928-5906 4655 South Central Avenue 3441 Gatlin Drive Chicago, IL 60638 (Cook County) Springfield,IL 62707 (Sangamon County) (708)295-5800 (217)718-2200 (708) 796-7530 Fax (217)718-•2298 Fax Rush Truck Center, Effingham Rush Truck Center,Springfield West DUNS#07-976-9243 DUNS#07-918-7796 1701 West Fayette Road 401 South Dirksen Parkway Effingham, IL 62401 (Effingham County) Springfield, IL 62703 (Sangamon County) (217) 540-8000 (217) 718-2300 (217) 540-8199 Fax (217) 718-2348 Fax 8 - - INDIANA MI-URI RTC FEIN:46-3704282 RTC FEIN.,46-2846715 Rush Truck Center,Gary Rush Truck Center,St. Louis DUNS#07-926-0636 DUNS#07-921-7051 1440 Texas Street 3701 Chouteau Avenue Gary, IN 46402 (Lake County) St. Louis, MO 63110 (219) 240-2300 (314) 449-7200 (219) 240-2399 Fax (314) 449-7298 Fax Rush Truck Center, Indianapolis Rush Truck Center,St. Peters DUNS#07-926-0638 DUNS#07-921-7073 1325 West Thompson Road 3101 Industrial Park Place West Indianapolis, IN 46217 (Marion County) St. Peters, MO 63376 (St.Charles County) (317) 677-9200 (636)385-7100 (317) 787-7978 Fax (636) 272-6783 Fax KANSAS NEVADA RTC FEIN:46-2839183 RTC FEIN:47-4680797 Rush Truck Center, Kansas City Rush Truck Center,Las Vegas DUNS#07-921-7058 DUNS#08-001-8063 11525 S. Rogers Road 4120 Donovan Way Olathe, KS 66062 (Johnson County) North Las Vegas, NV 89030(Clark County) (913) 815-2400 (702) 970-5000 (913) 696-1800 Fax (702) 970-5089 Fax KENTUCKY RTC FEIN:47-4987209 Rush Truck Center, Bowling Green DUNS#08-009-5688 251 New Porter Pike Road Bowling Green, KY 42103 (Warren County) (270) 936-7000 (270) 936-7099 Fax 9 NEW MEXICO Rush Truck Center, Las Cruces RTC FEIN., 74-2927284 DUNS#19-951-5722 2802 West Amador Avenue Rush Truck Center,Albuquerque Las Cruces, NM 88005 (Dona Ana County) DUNS#08-440-2952 (575) 528-5400 6521 Hanover Road NW (575) 528-5429 Fax Albuquerque, NM 87121 (Bernalillo County) (505) 839-3600 (505) 839-3697 Fax 10 NORTH CAROLIN' . Rush Truck Center,Charlotte Collision RTC FEIN:26-1919040 Center DUNS#02-073-9130 Rush Truck Center,Asheville 1333 Ameron Drive DUNS#00-231-0618 Charlotte, NC 28206 (Mecklenburg County) 370 Liberty Road (704) 597-9990 Candler, NC 28715 (Buncombe County) (704) 444-8095 Fax (828) 365-3600 (828) 665-1306 Fax Rush Truck Center, Hickory DUNS#05-879-3667 Rush Int'I Truck Center,Charlotte 2340 US Highway 70 SW DUNS#01-678-1029 Hickory, NC 28602 (Catawba County) 3510 Jeff Adams Drive (828)449-2700 Charlotte, NC 28206 (Mecklenburg County) (828)449-2747 Fax (704) 596-3500 (704) 598-9437 Fax OHIO (614)541-4680 RTC FEIN:45-1123337 (614)541-4687 Fax Rush Truck Center,Akron Rush Truck Center, Dayton DUNS#07-872-9193 DUNS#07-872-9315 2697 Gilchrist Road 7655 Poe Avenue Akron, OH 44305 (Summit County) Dayton, OH 45414(Montgomery County) (234) 231-7600 (937) 280-2300 (234) 231-7699 Fax (937) 280-2399 Fax Rush Truck Center,Cincinnati Rush Truck Center, Lima DUNS#07-872-3861 DUNS#07-872-9333 11775 Highway Drive 2655 St.Johns Road Cincinnati, OH 45241 (Hamilton County) Lima, OH 45804 (Allen County) (513)372-8800 (567)418-7200 (513)372-8899 Fax (567)418-7249 Fax Rush Truck Center,Cleveland Rush Truck Center,Springfield, OH DUNS#07-872-9237 DUNS#07-360-6017 12970 Snow Road 5245 Prosperity Drive Parma, OH 44130 (Cuyahoga County) Springfield,OH 45502 (Clark County) (440) 482-4000 (937) 688-2100 (440)482-4199 Fax (937)688-2119 Fax Rush Truck Center,Columbus DUNS#08-009-5724 3950 Parkwest Drive Columbus, OH 43228 (Franklin County) (614) 541-4500 (614) 541-4675 Fax Rush Truck Center,Columbus West DUNS#07 872-9299 4200 Currency Drive Columbus, OH 43228 (Franklin County) 12 OKLAHOMA RTC FEIN: 74-2786271 TENNES EE Rush Truck Center,Ardmore RTC FEIN:02-0732653 DUNS#84-550-4237 2100 Cooper Drive Rush Truck Center, Nashville Ardmore, OK 73401 (Carter County) DUNS#19-951-7155 (580)224-3900 900 Expo Drive (580) 224-3989 Fax Smyrna,TN 37167 (Rutherford County) (615) 220-7600 Rush Truck Center,Oklahoma City (615) 220-7625 Fax DUNS#00-944-4090 8700 West 1-40 Oklahoma City, OK 73128 (Oklahoma County) (405) 782-3500 (405) 782-3689 Fax Rush Truck Center,Tulsa DUNS#09-349-5430 6015 S. 491h West Avenue Tulsa, OK 74107 (Tulsa County) (918) 447-2800 (918)447-3749 Fax 13 TEXAS Rush Truck Centers CORPORATE FEIN: 74-2786264 555 IH-35 South,Suite 500 Rush Truck Center,Cotulla New Braunfels,TX 78130(Coma! County) DUNS#07-921-7052 (830) 626-5200 137 Deer Run Cotulla,TX 78014 (La Salle County) Rush Truck Center,Abilene (956) 764-1470 DUNS#61-038-4166 (830) 879-4516 FAX 326 North Access Road 1-20 Tye,TX 79563 (Taylor County) Rush Truck Center, Dalhart (325) 795-4600 DUNS#04-204-3672 (325) 692-0094 Fax 1117 Highway 87 South Dalhart,TX 79022(Dallam County) Rush Truck Center,Amarillo (806)884-2100 DUNS#09-126-3749 (806)884-2119 Fax 8000€-40 East, Exit 74 Amarillo,TX 79118 (Potter County) Rush Truck Center, Dallas (806)731-6600 DUNS#80-473-0448 (806)731-6699 Fax 515 North Loop 12 Irving,TX 75061 (Dallas County) Rush Truck Center,Austin (469)706-5200 DUNS#04-639-9577 (469) 706-5494 Fax 16870 S. IH 35 Buda,TX 78610(Hayes County) Rush Truck Center,Dallas Light& Medium (512)523-3200 Duty (512) 523-3137 Fax DUNS#07 851-7509 4000 Irving Boulevard Rush Truck Center, Brownsville Dallas,TX 75247 (Dallas County) DUNS#07-976-9207 (214) 678-5900 5994 E. Padre Island Highway (214) 678-5999 Fax Brownsville,TX 78521(Cameron County) (956)435-7500 Rush Truck Center, Dallas IMedium Duty (956)435-7549 Fax DUNS#17-365-2707 4200 Irving Boulevard Rush Truck Center,Corpus Christi Dallas,TX 75247 (Dallas County) DUNS#07-921-7052 (214) 624-9100 3001 IH 69 Access Road (214) 624-9199 Fax Robstown,TX 78380(Nueces County) (361) 726-4800 (361) 726-4860 Fax 14 TEXAS(Cunt.) Rush Truck Center, El Paso Rush Truck Center, Lubbock DUNS#08-441-2605 DUNS#07-834-9004 12253 Gateway West 4515 Avenue A El Paso,TX 79936 (El Paso County) Lubbock,TX 79404(Lubbock County) (915) 775-6300 (806)686-3600 (915) 772-4117 Fax (806) 747-4171 Fax Rush Truck Center,Fort Worth Rush Truck Center, Lufkin DUNS#61-051-6858 DUNS#83-225-3462 1480 NE Loop 820 3901 N. Medford Drive Fort Worth,TX 76106 (Tarrant County) Lufkin,TX 75901 (Angelina County) (817) 740-4900 (936) 630-2500 (817)740-4999 Fax (936) 630-2599 Fax Rush Truck Center, Houston Rush Truck Center,Odessa DUNS#14-396-0321 DUNS#79-4471078 10200 North Loop East 7450 E. IH 20 Frontage Road Houston,TX 77029 (Harris County) Odessa,TX 79766 (Ector County) (832) 690-5000 (432) 214-8600 (832) 690-5239 Fax (432) 214-8686 Fax Rush Truck Center, Houston Medium Duty Rush Truck.Center, Pharr DUNS#08-009-5711 DUNS#17-945-6546 10100 North Loop East 4700 N. Cage Boulevard Houston,TX 77029 (Harris County) Pharr,TX 78577 (Hidalgo County) (832)547-2100 (956) 784-7900 (832) 547-2199 Fax (956) 782-8822 Fax Rush Truck Center,Laredo Rush Truck Center,San Antonio DUNS#92-631-6712 DUNS#07-257-2758 10216 Union Pacific Boulevard 8922 IH-10 East Laredo,TX 78045 (Webb County) Converse,TX 78109-5174 (Bexar County) (956)764-1900 (210)901-7100 (956) 717-1709 Fax (210)901-7275 Fax - 15 TEXAS (Cant.) Rush Truck Center,Sealy Rush Truck Center,Tyler DUNS#13-369-2173 DUNS#94-567-1329 4606 NE 1-10 Frontage Road 11042 Highway 69N Sealy,TX 77474(Austin County) Tyler,TX 75706 (Smith County) (979) 256-4930 (903) 525-0500 (979)877-0229 Fax (903) 525-0505 Fax Rush Truck Center,Texarkana Rush Truck Center,Waco DUNS#60-779-9900 DUNS#79-548-3069 1931 N. Kings Highway 3200 IH-35 South Nash,TX 75569 (Bowie County) Waco,TX 76706 (McLennan County) (903)336-6800 (254) 662-7900 (903)838-8754 Fax (254) 662-7999 Fax �_ 16 VIRGIIIA RTC FEIN:46-3282023 Rush Truck Center,Chester DUNS#07-916-9964 1521 West Hundred Road Chester, VA 23836 (Chesterfield County) (804)414-3200 (804)414-0219 Fax Rush Truck Center, Fredericksburg DUNS#07-916-9956 3400 Lee Hill Drive Fredericksburg,VA 22408(Spotsylvania County) (540) 735-3600 (540) 735-3649 Fax Rush Truck Center, Richmond DUNS#07-916-9952 11525 North Lakeridge Parkway Ashland, VA 23005 (Hanover County) (804)309-4500 (804)309-4595 Fax 18 Ca� �rorative P�rrcTr� i � 12007 Research Boulevard •Austin,Texas 78759-2439 PN: 800-695-2919 • FAX: 800-211-5454 •bu bo r ,cam MANUFACTURER DEALER QE.S,r,G.N,AIr0N 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. N/A Rush Truck Centers of Texas, LP is a Dealer Designated Dealer Name Designated Dealer Address City State Zip Phone Number Fax Number Email address Designated Dealer Tax ID Number* (*attach 4V-9) Designated Dealer Contact Person Your Company Name P Y Signature of Authorized Company Official Page 20 of 161 Proposal Forms COMM/SVCS v.05.15.2019 a � oss�sffe�src6� sfn 12007 Research Boulevard •Austin,Texas 78759-2439- PH:800-695-2919 • FAX:800-211-5454 • m J9XLkS..REG10NAL SERVICE DEalgN-ATION 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 MAsA indicate the specific regions you will service on this form. Tf you propose to serve dlflerent reglons for different products or services Included In your proposal,you must complete and submit a separate Texas peglonal Service Designation form for each group of products and clearly indIcate the products or services to which the deslgnatlon applles In the space provided at the end of this form. By de Ignating a reglon or reglons, you are certifying that you are authorized and w111/ng to provide the proposed products and services In those regions. Deslgnating reglons In which you are either unable or unwIll/ng to provide the speclfled products and services shall be grounds for either rejection of your proposal or,If awarded,terminatlon of your Contract Additionally, if you do not plan to service Texas Cooperative members(i.e., if you will service only states other than Texas),you must so indicate on this form. Regional Education Service Centers I will service Texas Cooperative members i. statewide. I will not service Texas Cooperative rwernbers statewide. I wil I only service members in the t1 lams checked below: ,.�oa ign t Icad uai rs g l r � ❑ > Edinburg l q ❑ 2 Corpus Christi XXI ❑ 3 Victoria 4 Houston 5 Beaumont '° .a ❑ 6 Huntsville ❑ 7 Kilgore 5. ` ,�� ❑ 8 Mount Pleasant . 9 Wichita Falls .°...i_ , i ❑ 10 Richardson Cl 11 Fort Worth � r 13 12 Waco 13 13 Austin ,p 14. ❑ 14 Abilene 15 San Angelo - ❑ 16 Amarillo use rc "'enter of Texas, L 17 Lubbock 18 Midland Company Name 19 M Paso 20 San Antonio Signature of Authorized Company Official Steve Taylor 13I will not service members Printed Name of the Texas Cooperative. Page 21 of 161 proposal Forms COMM/SVCS v.05.15.2019 r0aaerave P'srchaslr 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454• boboard.cqn2 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: ,�`><cr� �e �4.,�� .:�r� ice.► t'E��s Page 22 of 161 Proposal Forms COMM/SVCS v.05.15.2019 w Uard Cooperative ParchaiaC 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919' FAX:800-211-5454 'iou board.corn STATE SERV1!9E-DES1G,NA-Tr0N 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 Des/gnation 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 deslgnat/ng a state or states,you are certifying that you are authorized and w1111ng to provide the proposed products and services In those states, Designating states In which you are elther unable or unwill/ng to provide the spec/fled products and services shall be grounds for either refection of your proposal or, If awarded, termination of your Contract. Please check(V) all that apply: Wil 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 23 of 161 Proposal Forms COMM(SVCS v,05.15.2019 hVooperaYw,e l��rrehasing 12007 Research Boulevard ,Austin,Texas 78759-2439 • PH: 800-695-2919^ FAX: 800-211-5454'buoard.com 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, Rush Truck Centers of Texas, LP Company Name Steve Taylor Signature of Authorized Compghy 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: Rush Truck Centers will provide Isuzu, Ford, Nino, Peterbilt in ALL states Rush Truck Centers will provide International in all states except Texas Page 24 of 161 Propose[Forms COMM/SVCS v.05.15.2019 DwCooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919• FAX: 800-211-5454 •buy bpprd.corn NI TIO-NI AL PURCHASING COOPERATIVE VENDOR AWARD AGREEMEN 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 fora, 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'o 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'o 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 past-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 05.15.2019 Page 25 of 161 'dmard WCauperative Purchasing, 12007 Research Boulevard 'Austin,Texas 78759-2439 - PH; 800-695-2919 ' FAX: 800-211-5454 'bybo rd 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. S. 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. Rush Truck Ce ters of Texas, LP 601-19 Name of Vendor Proposal Invitation Number Steve Taylor Signature of Authorized Company Official Printed Name of Authorized Company Official 8/29/2019 Date Proposal Forms COMM/SVCS v.05.15.2019 Page 26 of 161 ard DuCooperativeParchasIng 12007 Research Boulevard .Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 1 buyboard corm FEDERAL AND STATEIPURCHASING COOPERATIVEEXPERIENCE 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; $100,000,000.00 . (The period of the 12 month period is Januaryi,2018 Decomh�. In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). 2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances. 3. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required. 1. Federal General Services Administration N N 2. T-PASS(state of Texas) N N 3. U.S. Communities Purchasing Alliance N N 4. National IPA/TCPN N N 5. Houston-Galveston Area Council (HGAQ Y y HD/MD Truck/Part Sales ..-......... 6. National Joint Powers Alliance(NJPA) Y y HD/MD Truck/Part Sales 7. E&I Cooperative N N 8.The Interlocal Purchasing System (TIPS) N N 9. Other �y Y HD/MD Truck/Part Sales ® MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS. CURRENT BUY'BOARD 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(®/o): 10 Proposed Discount(o/®): 10 planation: Standard discount is 10% but we have the most aggressive pricing strategy with all the OEM's that we offer under the Buyboard contract - all over 30% for truck pricing Proposal Forms COMM/SVCS v.05.15.2019 Page 27 of 161 Id Cooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919' FAX: 800-211-5454•buvboard.com By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Rush Truck Centers of Texas, LP Company Name - Steve Taylor Signature of Authorized Company Official Printed Name Proposal Forms COMM/SVCS v.05.15.2019 Page 28 of 161 g47 ard ncrperelt�ve Purchasing 12007 Research Boulevard I Austin Texas 78759-2439 PH: 800-695-2919 •FAX: 800-211-5454 • buytgg rd corn GOVERNMENTAL R.EM=ERENC S 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/ Eptlity Nami a Contact Phone: Em—gii Address [�iscc��prlt poi me 1.City of San Antonio LD Mcgarity 210-207-2078 Id.mcgarity@sanantonio.gov 8% $1.8 million z City of Austin Richard McHale 512-974-4301 richard.mchale@austintexas.gov 8% $1.5 million s City of Dallas Tim Oliver 214-671-8222 timothy.oliver@dallascityhall.com 8% $2.8 million 4 City of El Paso Jose Carrillo 915-212-8019 carrillojx@elpasotexas.gov 8% $1.1 million 5 City of Las Cruces Allen Navarro 575-541-2596 navarroa@las-cruces.org 8% $1.5 million 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 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. Rush Truck Centers of Texas, LP Company Name Signature of Authorized Company Official Steve Taylor Printed Name Proposal Forms COMM/SVCS v,05.15.2019 Page 29 of 161 oard'w wooperative Putchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919* FAX: 800-211-5454•Dg board.com ARKETrNG 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 (Ears Explain holy your comparw�//initl�//y�nrm Eooperab've en6er cif your BuyBoard contract,:andhow y,ou wl!/continue to support t/�e.BuyBoard for the duratlgn ofrthe contracl�per�od Attach additional pages if necessary. Rush Truck Center is more than a dealer network,we will be your members premier transportation solutions provider. We have a very diverse marketing team and will implement a very aggressive marketing strategy utilizing strategic intent. This will consist of interactive advertising, email campaigns, conferences, as well as face to face visits by all or our stores to your members coast to coast. With over 120 locations, no one can match our networks reach and scale. We will offer your members an integrated, one-stop approach to the service and sales of all of our products. Since 1965 we have earned our reputation for excellence, fairness, positive attitude and solutions that exceed our customers expectations. That's why we can say with confidence; when it comes to transportation solutions - no other vendor can offer your members more value!! Rush Truck Centers of Texas, LP Company Name _� e Signature of Authorized Company Official Steve Taylor Printed Name Proposal Forms COMM/SVCS v.05.15.2019 Page 30 of 161 DwCooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 . PH: 800-695-2919 • FAX: 800-211-5454•h.a l)g rdl,.carn CONFI E► NTI /PROP"' IETARY INFORMATION A. Public Disclosuire 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 f✓)one of the foilowin : 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. Ust 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 COMMISVCS v.05.15.2019 Page 31 of 161 w oard opperative Purchasing 12007 Research Boulevard I Austin,Texas 78759-2439 • PH: 800-695-2919 1 FAX: 800-211-5454 ,bu 'board.coni 13. Con ri ht;T formation Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check(dl one of the following: NO, Proposal(including forms, documentation,or other materials submitted with the Proposal)does not contain copyright information. 11"lEr 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 a e C 'al Pr rieta Co ri n . r a ion to BuyBoard MgmbeCrs 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. Q.Conser]t to liRel se Pro oral 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. Rush Truck Centers of Texas, LP Company Nam Signature of Authorized Company Official Steve Taylor Printed Name 8/29/2019 Date Proposal Forms COMMJSVCS v.05„15Z019 Page 32 of 161 oard 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454• kg yboard.com VENDOR USINEss NAMIE 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. Dame of Proposing company: Rush Truck Centers of Texas, LP (List the&qffl 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: Toe of Business: Individual/Sole Proprietor Corporation Limited Liability Company Partnership Other x If other, Identify Limited Partnership State of Incorporation (if applicable): RTC Texas is a Texas Limited Partnership Federal Employer Identification Numbeio 74-2786264 (Vendor must include a completed farm with their proposal) List the Name(s) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note. if different than the Name of Proposing Company listed above, only valid trade names(dba, aka, etc.)of the Proposing Company may be used and a copy of your Assumed Name Certificate(s),if applicable,must be attached.) Proposal Forms COMM/SVCS v.05.15.2019 Page 33 of 161 Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Departirient of fha Treasury stand to the IRS. IntamaE Reverwe Service Iip�Go to ww►v ins gov1FarmVV9 for instructions and the latest information. 1 Name(as shown an your income tax return).Name is required on this line,do not leave this line blank. Rush Truck Centers of Texas,LP 2 Business name/disregarded entity name,if diffarent from above m 3 Check appropriate box for federal tax classification of the person whose name is entered on line I.Check only one of the 4 Exemptions(codes apply only to R following seven boxes. certain entities,not individuals;see c Instructions on page 3): 9 ❑ Individual/sole proprietor or ® C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate a 0 single-member LLC Exempt payee code(if any) 5 �«gg ❑ Limited IiabTly company.Enter the tax classification(C-C corporation,S=S corporation,P=Partnership)Y 02 Wt.:Check the appropriate box in the line above for the taps classification of the singla-member owner. Do not check Exemption from FATCA reporting c rQ LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is cede(if any) 'C another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLO that n w is disregarded from the owner should check the appropriate box for the tax classification of its owner. 1 ® Other(see instructions)0, fMpAnto+=owftdmWMdavWdedroU.S) 0 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) n PO Box34630 5 City,state,and ZIP code San Antonio,TX 78265-4630 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TiN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a r resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other ID Jentities,it is your employer identification number ON).If you do not have a number,see Mow to Beta 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 Requesterfor guidelines on whose number to enter. 7 4 - 2 7 8 1 6 2 T6 -6 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 yourtax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,c ffation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not requf d o sign the certification,but you must provide your correct TIN.See the Instructions for Part 11,later. Sign Signature of f fi Here U.S.person l> r V 11/21/18 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise a Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-8(stock or mutual fund safes 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!mgov/Fom lN9. •Form 1099-S(proceeds from real estate transactions) Purpose Of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who Is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ETIN),adoption ®Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),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. ff you do not return Form W-9 to the requester with a 77N,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) oard Cooperative Paratrasing 12007 Research Boulevard .Austin,Texas 78759-2439 , PH: 800-695-2919 . FAX: 800-211-5454' bu bo�ni E GEAR I"ENDO3 R CERTIFICATION (2 CF1R 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 h of the items below, Vendor should certify Vendors agreement and ability to comply, where applicable, by having Vendor's authorized representat/ve complete and Initial the applicable boxes and sign the acknowledgment at the end of this form. If you fall to complete any Item in this form, the Cooperadve will consider and may list the Vendor's response on the BuyBoard as WO,"the Vendor is unable or unw1111ng 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 Councif (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 C®MM/SVCS v.05.15.2019 Page 34 of 161 coo arative,Farahaslfr 12007 Research Boulevard 'Austin,Texas 78759-2439 -PH: 800-695-2919 • FAX: 800-211-5454 oI 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 FIR 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 $2,0010, Vendor shall comply with the Davis-Macon Act (40 USC 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition,Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at wdol. 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'j. 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 aind SafetV 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 mem,ber'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 Finns 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.05.15.2019 Page 35 of 161 a � �oard Cooperative Putchas ny 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 . FAX: 800-211-5454 • 4o r''.corn 7. Glean 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-Federai award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401- 7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). When required, Vendor agrees to comply with all applicable standards, orders, or,regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. S. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Camp, 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 ma)dmizes 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.05.15.2019 Page 36 of 161 Alftard p7ope rafdve Purchasfag 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454• buvboard.com 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. ; ,WPndor:Certlfirtion ; deridor..nCei bticatiih,Item� to, :;� hI+O I da CBOT ree Initi� 1. Vendor Violation or Breach of Contract Terms _ Yes 2. Termination for Cause or Convenience Yes1• 3. Equal Employment Opportunity Yes 4. Davis-Bacon Act Yes 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 5'r�k . 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 1 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. Rush Truck C nters of Texas, LP Company Name Signature of Authorized Company Official Steve Taylor Printed Name Proposal Forms Comm/Svcs v.05.15.2019 Page 37 of 161 r Mir Id Ca paraffye P r hasin 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454•tQyR -rd.com PROPOSAL INVITATION QUESIML4NAIRE 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'l under the BuyBoard contract contemplated by this Proposal Invitation ("Contract"}. Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where indicated below, and submit the signed questionnaire and your responses to all questions in one document with your Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will not be considered. 1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. Rush Truck Center of Texas, LP - 20 years; Rush Enterprises, Inc (parent company) 54 years. 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. Drew Neubauer and Colton Kruse will be managing the contract and have over 20 years of experience between us with contract management. We have a full marketing, accounting and over 100 locations with professional sales staff. Your members and Buyboard staff will have complete access to both of us and our team. 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. See Attached Proposal Forms COMM/SVCS v.05.15.2019 Page 38 of 161 49 "mard DwCaoPerative Fure des e 12007 Research Boulevard •Austin,Texas 78759-2439 ® PH: 800-695-2919 •FAX: 800-211-5454 • buy oard.com 4. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. NO 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. See Attached 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 Frm'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 flied), nature of the claim, and resolution or current status. See Attached 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 any authorized by my company to,make this certification. Rush Truck Centers of Texas, LP Company Name Signature of Authorized Company Official Proposal Forms COMM/SVCS v.05.15.2019 Page 39 of 161 Rush Truck Centers of Texas, LP Proposn| |nvitadonDueytionnalre—SeleotedResponses Question 3 Rush Truck Centers of Texas, L.P. is a limited partnership formed in the state of Texas. Rush Truck Centers of Texas,L.P.has two partners: Rushtex, Inc.(a Delaware corporation)is the General Partner and Rushco, Inc. (a Delaware corporation) is the Limited Partner. Ruohtex Inc. and hushco, Inc. are wholly owned subsidiaries of Rush Enterprises, Inc. Rush Enterprises,formed in 1965,is a public company traded on NASDAQ under the symbols RUSHA and RUSN6. Rush Enterprises owns and operates the largest network of heavy- and medium-duty truck dealerships in the United States. Rush Enterprises operates its dealer network through state-based legal entities. A separate legal entity has been established for each state in which Rush operates,each of which is a w/ho||V'unvned subsidiary of Rush Enterprises. Rush sells and services leading truck and bus manufacturers through its dealer network including Blue Bird,International, IC Bus, Peterbilt, Ford, Hino and |suzuag over 1OO locations inZ2states. Rush Enterprises enjoys a reputation of providing quality mornnoerc|a| vehicles and professional automotive service through professionally staffed and managed operations. The professionals atRush dealerships are trained by manufacturers and expert automotive consultants in all aspects of financing motor vehicle sales and providing valuable risk management services. Asmf March 31,2O19, Rush Enterprises had cash and cash equivalents on its balance sheet of over$126 million dollars, and, as of August 9, 2019, Rush Enterprises' market cop was over $1 billion dollars. Additional financial information for Rush Enterprises can be found here: Rush has standard liability and property insurance coverage with an umbrella policy providing Rush commercial liability coverage in excess of$10 million dollars. Rush is bonded,with a bonding capacity in excess of$]Omillion. Rush has never been a party tma bankruptcy,receivership or insolvency proceeding. Question 4 No Questions and 6 OVer1hepast1OyeaoRushEnterpdses, |nc,anditssubsidiaries, indudinQRushTruckCentensmfTexa4 LP,have sold billions of dollars of commercial vehicles,commercial vehicle parts and commercials vehicle services to thousands of customers and has employed thousands workers. As would be expected with a business of this size,over this period of time,Rush has been involved in civil litigation and other business disputes arising|n the ordinary course of its business. However,none of these matters had,orisexpected to have,a material effect onRush's financial condition or ongoing operations. hwCopperative purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 'buyboard.com REQUIRED FORMS CH +CKLIS-1 (Please check(d)the following) 0 Com Ip eted: Proposers Agreement and Signature Completed: Vendor Contact Information (] Completed: Felony Conviction Disclosure and Debarment Certification El Com Ip eted: Resident/Nonresident Certification 0 Com le ed: No Israel Boycott Certification 0 Completed: No Excluded ration or Foreign Terrorist Organization Certification El Completed: Historically Underutilized Business (HUB) Certification) 0 Completed: Construction Related Goods and Services Affirmation Q Completed: Deviiation/Coml,pl'iance (] Comoleted: Location/Authorized Seller Listings C] Completed: Manufacturer Dealer Designation 0 Completed: Texas Regional Service Designation 0 Completed: State Service Designation 0 Completed: National Purchasing Cooperative Vendor Award Agreement El Completed: Federal and State/Purchasing) Cooperative Experience El Completed: Governmental References 0 Completed: Marketing Strategy [) Completed: Confidential/Prop rietary►Information El Completed: Vendor'Business blame with IRS Form -S E] Completed: EDGAR Vendor Certification 0 gmleted: Proposal Invitation Questionnaire El Completed: Required Forms Checklist El Completed: Proposal Specification Form with Catalogs/Pricelist,Manufacturer Authorization Letters, Franchise Motor Vehiclie Dealer Certificate from Texas Department of Motor Vehicles,Applicable Dealer License and Vehicle Options List *diafggsjpilcelrslslnlisf submrtted;w/dr proposa/espon otbe cgnslderzd Proposal Forms Comm/Svcs v.05.15.2019 Page 40 of 161 WBoard- Proposal Invitation No.+601-1 - "ehicies,Heavy Duty Truckii police Motorcycles,Darts wd Service Labor (Manufacturer speanc ation sheets and options priceltst must be submitted with proposal.+) u An awarded Varldor,must be approved bj the manufacturer to SO,intadl,and service the tic and of equlpment Iburul e Proposers responding to thils Proposal broftabon sli siJbirrit an approval letter from each fn lurlatttwrer, Maruufartvrpr authurl'ution Il�eftienc must include the regions in wvhloh equudprusent"lay be sold T.Proposers responding to this Proposal tfwAtabon must submit ftir Frand0se Matrvr Vehnbce dealer Ceridii from Texas Qeproertrnent of MoWr VehI des,Manuatactuulrw tertfdoste from Texas Department of Motor Vehicles or,if vendor proposes to serve states outside of the State oaf Te,sa„the,applicable dealler itltense(s)for such state()• Ilk 'Fo I Ord w fed au ed�� h� nl end MLs; ltadr:1 ehldll "e Fuli itrsf( lion„ �> aa r I,,, hdwel, E fMnteiit',, OpUmss may be sdi by the Cooperative maTibeir at the tune of Ford Fusion S Sedain(POG)-Fusion S Trirn Package,2-5L order.Vendors st sub relt all Ford Fustlon S manufacturer upgrade options for 110 (PUG) Mid Size Sedan 14 engine,comptlete with all manufactarreu�s standard $ this model inducting a1maii fuel equipment. equipment(CNG,LPG,Hybodd,eta) on a separate sheet per section n of this proposal. Options may he selected by the CoaMa&e member A the time of Ford Fiesta S Sedan( )-Fiesta S trim package;1.6t order.Vendors Must Submit all Ford Fiesta S manufacturer upgrade options for 111 (NA) Compact Sedan I�i engine,complete vrdgly all manufaturer's standard $_. this model indckfin y alternative fud equli,pment. equipment(CNG,LPG,Hybrid,ethi on a separate sheet per Section n of this proposal. Options may be selle.ded by the Coopemlive member vt the Line of order.Vendors must submit all 112Ford Mustang Coupe Ford Mustang V6(PSA)-Two door,3.71 V6 engine, manufacturer upgrade opoohs for (Pi complete with all manufacturer's standard equtlpment this model indudahg alternatire fug equipment(CNG,LPG,,Hybrid,etc.) on a separate street per Section It of title Proposal. PROPOSAL ffCITE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FM are required to be submitted with Proposal Page 66 of 161 oar Proposal Invitation Nio,601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Specified s B Se Fgodpl iPtiCe Iblo ran d'"d.., Jshrcte`T' (lncustreo(a8vehkiet�s "StateBf ndand Vehic a ptdomt argd i e. ,.. tl till Oescii'hon. ., w a tXCEYJ t}d ty6ryf�). __ ptlel E'ui ynu�irti Options may be selected by the Cooperative member at the time of Ford Police Ford Police Responder Sedan(130A)-FWD,Four door, order.Vendors must submit all Law Enforcement manufacturer upgrade options for 113 Responder FWD 2.OL HEV engine complete with all manufacturer's standard (POA) Sedan FWD equipment equipment mcidel(CNG, LPG,ding Hybrid, fuel etc.) equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Options may be selected by the Ford Police Cooperative member at the time of Ford Police Ford Police Interceptor Sport 0tiility(KSA)-AWD,3.31. Interceptor order.Vendors must submit all 114 Interceptor Sport Law Enforcement HEV engine complete with all manufacturer's standard $ 29,4 00 manufacturer upgrade options for Utility AWD Sport Utility AWD equipments this model Including alternative fuel (KBA) equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Options may be selected by the Ford Expedition Cooperative member at the time of p Law Enforcement Ford Expedition SSV Utility(UiF-102A)-SAL V8 order.Vendors must submit all 115 Special Services Sport Utility,Full engine,complete with all manufacturer's standard $ manufacturer upgrade options for Package(U1F- Size equipment. this modal Including alternative fuel 102A) equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Options may be selected by the Cooperative member at the time of Ford Explorer Base Sport Utility(K78)-Explorer base order.Vendors must submit all 116 Ford Explo rer Sport Utility package;2.31-EcoBoost 14 engine,complete with all $ manufacturer upgrade options for this model Including alternative fuel manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc) on a separate sheet per Section II of this proposal, Options may be selected by the Cooperative member at the time of Ford Expedition Ford Expedition XL Sport Utility(U1F-100A)- order.Vendors must submit all 117 XL Sport Utility Expedition XL Trim Package,SAL V8 engine,complete with $ manufacturer upgrade options for this UiF-100A all manufacturer'sstandardequipment equmodelIncludinga,Hybrid, fuel ( ) equipment(CNG,LAG,Hybrid,etc) on a separate sheet per Section It of this proposal. 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 67 of 161 r L§ymNw Mdo4p Proposal Invitation No.bti 1-19-Vehicles, Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.) Ym Speci#ied fI1ase fA'odl price Refry Brand qd Onciuslveofau'vehldetees;State Band and Yehlcle Gptions and o.:. �Fulht�esc "tion b(CEPrdeltvayfee),� ,.,:I rs el E sl,inept Options may be selected by the Cooperative member at the time of Ford Expedition Ford Expedition EL Sport Utility(K1F-100A)- order.Vendors must submit all 118 XL Extended Sport Utility, Expedition XL Extended length trim package,5.41-V8 manufacturer upgrade options for Length(K1F- Extended Length engine,complete with all manufacturers standard — ' this model Including alternative fuel 100A) equipment equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Options may be selected by the Ford Expedition Cooperative member at the time of Special Services Law Enforcement Ford Expedition SSV Extended Length Utility(K1F- order.vendors must submit all 119 Package Sport Utility, 102A)-Expedition SSV Extended length trim package,SAL manufacturer upgrade options for Extended Length Extended Length V8 engine,complete with all manufacturer's standard this model Including alternative fuel g g equipment. equipment(CNG,LPG,Hybrid,etc) (K1F-102A) on a separate sheet per Section II of this proposal. options may be selected by the Cooperative member at the time of Ford Escape Sport Utility(UOF)-Escape S Trim order.Vendors must submit all Ford Escape S manufacturer upgrade options for 120 Sport Utility Package,2.SL I4 engine,Complete with all manufacturer's (UOF) ernative fuel standard equipment. equipment this model Including LPG,tHybrid,etc.) on a separate sheet per Section II v of this proposal. Options may be selected by the Cooperative member at the time of Ford Edge Crossover Sport Utility(K3G)-Edge SE Trim order.Vendors must submit all 121 Ford Edge SE Crossover Sport Package,four door,3.5L V6 engine,complete with all $ manufacturer upgrade options for (K3G) Utilitymanufacturer's standard equipment. this model Including alternative fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Options may be selected by the Cooperative member at the time of order.Vendors must submit all 122 Ford Flex Crossover Sport Ford Flex Crossover(K58)-Four door,3.51-V6, $ manufacturer upgrade options for (K5B) Utilty complete with all manufacturer's standard equipment, this model including alternative fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section If of this proposal. P'aoPC+Sit,fL f�fty7� 1.Manufacturer specification sheets and upgrade options priceffst PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 68 of 161 DQ8oard' Nr,Rl.fe� Proposal Invitation No. 01-19-Vehicles, Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Spac9frced Iterrl Brand and Base Modt Prica (Inc@tsive of ail vehicle f� tat Brand and; VahttBa QptlOra�'and'' NO. M del JVehWe:.` e ;Fii1lC]iescrl`LiOla , . , _ ;etcel7deiNeryreel l �ditel. ui�nislnt_... Options may be selected by the Ford F 15Q Cooperative member at the time of Ford F150, Ford F-150 Pickup,Regular Cab(F1C)-F-150,1/2 ton, 1 7,150 F1 C order.Vendors must submit all 123 Regular Cab Full Size Pickup regular cab,4X2,6.5'Bed,3.7L V6,Complete with all $ manufacturer upgrade options for (F1C) manufacturer's standard equipment. this model Including alternative fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section lI of this proposal. Ford F15Q Options may be selected by the Cooperative member at the time of FordF150, Ford F-150 Pickup,Regular Cab CNG/LPG-F-150,1/2 18,9®® F1C order,Vendorsmustsubpmitall 124 Regular Cab, Full Size Pickup ton,regular cab,4x2,6.5'Bed,3.7L V6,compete with all $ manufacturer upgrade alternative bons for CNG/LPG manufacturer's standard equipment. this model(CNG,L GHbrad, rue) equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Ford F250 F2A options may be selected by the Cooperative member at the time of Ford F250, Ford F-250 Pickup,Regular Cab(F2A)-F-250,3/4 ton, ry order.Vendors must submit all 125 Regular Cab Full Size Pickup regular cab,4x2,8'Bed,6.2L VS engine,automatic $ 20,1 50 manufacturer upgrade options for transmission,complete with all manufacturer's standard this model including alternative fuel (M) equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per section II of this proposal. Ford F35Q F3A Options may be selected by the Ford F-350 Pickup,Regular Cab F3A F-350 1 ton Cooperative member at the time of 9 ( )_ � � order.Vendors must submit all Ford F3ar SRw, Regular Cab,4x2 SRW, 8'Bed, 6.21.V8 engine,automatic 21 ,675 manufacturer upgrade options for 126 Regular Cab Full Size Pickup transmission,complete with all manufacturer's standard $ this model Including alternative fuel (F3A) equipment. equipment(CNG,LPG,Hybrid,etc.) or a separate sheet per Section If of this proposal. Options may be selected by the Ford Ranger Cooperativememberatthetimeof Ford Ranger Pick p Ford Ranger Pickup,Super Cab(R1A)-XL Package, 18 700 R1 A order.Vendors must submit all 127 Up Truck,4X2 Pickup Truck Super 2 3L EcoBoost 14 Engine,complete with all manufacturer's $ I manufacturer upgrade options for (R1A) Cab standard equipment. this model including alternative fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section]I of this proposal. PROP49Sldl. I 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 69 of 161 oc Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Sperified Base Model Price m '15randand (Inciustveofallt7ehkkfees tatt,Br«Indand ifeiticle ptions'ain, Mode lion_. t7CCEPi detlyery fee) 11odel >,' 6`lint menu Ford F350 F3E Options may be selected by the Ford F-350 Chassis Cab(F3E -F-350,Regular Cab cooperative rs must submit at the all at Ford F35D SRW, ) g order.Vendors must submit all 128 Chassis Cab Chassis Cab Chassis,5RW,6.2E V8 engine,automatic transmission,145" $ 21 ,150 manufacturer upgrade options for wheelbase,complete with all manufacturer's standard this model Including alternative fuel (F3E) equipment. equipment(CNG,LPG,Hybrid,an ase )separate sheet per Section II of this proposal. Ford F450 Options may be selected by the Ford F-450 Chassis Cab(F4G)-F-450 Regular Cab Cooperative member at the time of Ford F450 DRW, F4G order.vendors must submit all 129 Chassis Cab Chassis Cab Chassis,DRW,6.8L V10 engine,automatic transmission, $ 26,1 75 manufacturer upgrade options for (F4G) 145"wheelbase,complete with all manufacturer's standard QUIP}oddeel l NGfn`alternative ivveefuj equipment. on a separate sheet per Section II of this proposal. Ford F550 Options may be selected by the Ford F-550 Chassis Cab F5G -F-550,Regular Cab Cooperative member at the time of Ford F550 DRW ( ) g F5G order.Vendors must submit all 130 Chassis Cab Chassis Cab Chassis,DRW,6.8LV10,automatic transmission,145" $ 25,299 manufacturer upgrade options for wheelbase,complete with all manufacturer's standard this model Including altemative fuel (F5G) equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. Ford F650 F6A options may be selected by the Cooperative member at the time of Ford F650 Ford F-650 Chassis Cab(F6A)-F-650,Regular Cab,6.8E 39,15® order.vendors must submit all 131 Regular Cab Gas Chassis Cab V10 engine,158"wheelbase,complete with all $ manufacturer upgrade options for this model Including alternative fuel (F6A) manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 70 of 161 • pard' Proposal Invitation No.601-19-Vehicies,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricellst must be submitted with proposal.') ` Brand and A h ont 7 Desc p Yell U10mile rl tron 1-mo e in and ... ...... Ford F750F7A Options may be selected by the Cooperative member at the time of Ford F750 Ford F-750 Chassis Cab(F7A)-F-750,Regular Cab,6.81- 39,350 order.Venders must submit all 132 Regular Cab Gas Chassis Cab V10 engine,158"wheelbase,complete with all manufacturer upgrade options far this model Including altemariye fuel (F7A) manufacturers standard equipment. equipment(CNG,LPG,Hybrid,etc,) on a separate sheet per Section 11 of this proposal. Ford F650 Options may be selected by the F6D Cooperative member at the Ume of Ford F650 Ford P-650 Chassis Cab(F6D)-F-650,Regular Cab,6.71. 950 43, order.Vendors must submit all 133 Regular Cab Chassis Cab V8 PowerStroke Diesel engine,ISB"wheelbase,complete manufacturer upgrade options forthis model Including alternative fuel Diesel(F6D) with all manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per section 11 of this proposal. Ford F750 Options may be selected by the F7D Cooperative member at the time of Ford F750 Ford F-750 Chassis Cab(F7D)-F-750,Regular Cab,6.71- 44,100 order.Venders must submit all 134 Regular Cab Chassis Cab V8 PowerStroke Diesel engine,158"wheelbase,complete manufacturer upgrade options forthis model including alternative fuel Diesel(F7D) with all manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Ford Transit Options may be selected by the Connect SGIE Cooperative member at the time Of Ford Transit Ford Transit Connect Wagon( 21 ,2 0 S9E)-Transit Connect order.Vendors must submit all 0 135 Connect Wagon Wagon Wagon,2.51-14 engine,complete with all manufacturer's $ manufacturer upgrade options for this model including alternative fuel (S9E) standard equipment equipment(CNG,LPG,Hybrid,etc.} on a separate sheet per Section II of this proposal. PROPOSAL NOTE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 71 of 161 aoard* "�. Proposal Invitation No.501-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal,') Specific f Item Srand arcd r PLell Desch lion .. DtCEPLdeliv Price wf9ode,0 ,, ���Ve:hicie•T" a -�- ,• QndUsfiveofaUvetlkEefees Mate Orand and. VelmfdeCptvolts.and -.'. .. ... ery,fee)_ Mlr�del Ford Transit Options may be selected by the Connect S6E Cooperative member at the time of Ford Transit Ford Transit Connect Cargo Van(S6E)-Transit Connect 8 400 order.Vendors must submit all 136 Connect Van Cargo Van Van,2.5L I4 engine,complete with all manufacturer's $ I manufacturer upgrade options for (S6E) standard equipment. this model indi uctng alternative fuel equipment(CNG,LPG,Hybrid,eta) on a separate sheet per Section it of this proposal. Ford Transit options may be selected by the 150 E 1 C Cooperative member at the time of Ford Transit150, Ford T-150 Transit Cargo Van(E1C)-T150Medium 23s5®O order.Vendors must submitall 137 Passenger Van Cargo Van Roof Van,3.7L $V6 engine,86001bs GVWR,130"wheelbase, manufacturer upgrade options far this(E1C) complete with all manufacturer's standard equipment. equipment including alternative Hyoid, fuel equipment(CNG,LPG,Hybrid,eta) on a separate sheet per Section H of this proposal. Ford Transit options may be selected by the 250 R 1 C Cooperative member at the time or Ford Transit 250, Ford T-250 Transit Cargo Van(RIC)-T250 Medium 24,300 order.Vendors must submit all 138 Passenger Van Cargo Van Roof Van,3.7L V6 engine,9000lbs GVWR,130"wheelbase, manufacturer upgrade o lions for (RIC) complete with all manufacturer's standard equipment. this made)(CNG, ,Hybrid, fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section IL of this proposal. Ford Transit options may be selected by the 350 W9C Cooperative member at the time of Ford Transit350, Ford T-350Transit Cargo Van(W9C)-T350Medium 25 3®® order.Vendors must submit all 139 Passenger Van Cargo Van Roof Van,3.7L V6 engine,9500lbs GVWR,130"wheelbase, $ t manufacturer upgrade options for (W9C) complete with all manufacturer's standard equipment. this model Including alternative fuel equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal. �Ot rfDT� 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 72 of 161 Dorm" Proposal Invitation No, 601-18-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts.and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.,) ? Specifietl � 0e Model Price � ~ Item Srandaiid (InclusWeofaBvehkiefees tate0randand VehtelePtlonaand „ pi ;etcePrilellr�y Jee) _,Mil iatlel. _ P`uipment ...___ h10 Modei, vVehicle., e Full Desci "tion Ford Transit Options may be selected by the 150 K 1 C Cooperative member at the time of Ford Transit 150, T-150Transit Passenger Van(K1C)-T150 Van,Seating 2714®® order.vendors must submitall 140 Passenger Van Passenger Van for 8/10,3.7L V6 engine,8550lbs GVWR,complete with all $ manufacturer upgrade options for this model including alternative fuel (K1C) manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section lI of this proposal. Ford Transit Options may be selected by the 350 X2C cooperative member at the time of Ford Transit350, FordT-350TransitPassengerVan(X2C)-7350Van, 7 order.Vendors must submit all 141 Passenger Van Passenger Van Seating for 12/15,3.7L 2/V6 engine,9000lbs-92501bs GVWR, $ 27,700 manufacturer upgrade options for 148"Wheelbase,complete with all manufacturers standard this model Including alternative fuel (X2C) equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Ford Transit Options may be selected by the 250 R5P Cooperative member at the time of Ford 7-250 Transit Cutaway Chassis(115P)-T-250 n order.vendors must submit all 142 Ford Transit 250 Cutaway Chassis,3.7L Vb engine,90001hs GVWR,complete with all $ 19}2®® manufacturer upgrade options for Cutaway(R5P) this model including alternative fuel manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) an a separate sheet per Section If of this proposal. Ford Transit Options may be selected by the 250 R5Z Cooperative member at the time of Ford Transit 250 Ford T-250 Transit Cutaway Chassis Cab(R5Z)-T- 9,600 order.Vendors must submit all 143 Chassis Cab Chassis Cab 250 Chassis Cab,3.71.V6 engine,9000lbs GVWR,complete $ manufacturer upgrade options for model inducting alternative fuel (R5Z) with all manufacturer's standard equipment. this equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section li of this proposal. PROPf15�1 N(3TE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 73 of 161 Mara' Proposal Inv-station No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Spett1 Oahe odelPrice Itellr sirandarg tinciusiveofaNyehklefees tat � raydand 1�ehlcleCponsrrd Model" Va I c a-Typ e„ __Full;Descripon..._..' ._ . . 'a „�oiCFrfdelrveryt�)s �; Hk9d`e[... : . .E itti merit: Ford E350 Options may be selected by the E3F Cooperative member at the time of Ford E-350 Cutaway Van Chassis(E3F)-6.81-V10 order.Vendors must submit all q Ford E-350 1 7,980 manufacturer upgrade options for 144 Cutaway Chassis engine,SRW,138"wheelbase,10050lbs GVWR,complete $ this model Including alternative fuel Cutaway(E3F) with all manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Ford E350 Options may be selected by the E3K Cooperative member at the time of Ford E-350 Ford E-350 Stripped Chassis(E3K)-6.81-V10 engine, 18 550 order.Vendors must submitall 145 Stripped Chassis Stripped Chassis DRW,138"wheelbase 11500ibs GVWR complete with all o manufacturer upgrade options for � � p this model Including alternative fuel (E3K) manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section Il of this proposal. Ford E450 Options may be selected by the E4F Cooperative member at the time of Ford E-450 Cutaway Chassis Cab(E4F)-6.81-V10, r� order.Vendors must submit all Ford E-450 2®r 95® manufacturer upgrade options for 146 Cutaway Chassis DRW,158"wheelbase,14,000lbs GVWR,complete with all $ this model Including ahernative fuel Cutaway(E4F) manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Ford E460 Options may be selected by the r20. E4K Cooperative member at the time of Ford E-450 Ford E-45'0 Stripped Chassis(E4K)-6.81.V10,DRW, 5 order,Vendors must submit all 147 Stri ed Chassis Stri ed Chassis 156' wheelbase,14,5001bs GVWR,tom late with all manufacturer upgrade options for PP PP P this model including alternative fuel (E4K) manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal, P112Po5Al I M 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 74 of 161 Board' Aawa°n Pxsdafy Proposal Invitation No.60,1-19-Vehicles, Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Ford lMiodel Wefiicles OPTIONS antl EUiII�iHENT OptiorJs r(+ay I seleed by the Cooperative flternbe[ai tYte tlR1e of ordap Vendors;must subml afl 1panufaclurer urade opt�on5 for each model proposes'lndudtng a ltemabve fuei egGipment(CNGJ LPG;Hylir9�;etch on a sepafate sheet:A'COMPLETE LISP oF;ALL MANi1FACCt� R-lJq i laE€OP1701 'AI E UIPMENTMbSTSE5UBMn7ED.WIT.HPROPOSAL'.FOR,PROPOSALTOBEGONSFDERED. Specified x Statepercentvi .No b Item '?Prodtrotmf fr"Short <.. ofOiscoumtoff_FulI escri tltrn... Caltala /Pricellsti'. ataoo"%i*rtoehsE 'Ezce tionsto;Discount-� .Seriiitwu - Discount(%)off Ford Original Catalog/pricelist Please state the discount(%)off all Original Equipment 148 Equipment for Original Manufacturer(OEM)Options. Manufacturer specification Manufacturer Equipment sheets and upgrade options catalog/pricelist MUST be included or (OEM)Options Manufacturer proposal will not be considered. (OEM)Options Discount(%)off Rush Truck Third Party(not Catalog/Prcelist Please state the discount(%)off Third Party(not OEM) OEM)and for Third Party and Unpublished Options,Equipment and Supplies. ® Centers 149 Third Party(not®EM)specification sheets and upgrade options Unpublished (not OEM)and catalog/pricelist MUST be included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/pricelist for all Ford 150 Equipment Catalog/Pricelist Original Equipment Manufacturer(OEM)Parts and Manufacturer for OEM Parts and Supplies. Catalog/Pricelist MUST be included or proposal will (OEM)Parts Supplies not be considered. Rush Truck Floor Plan and/or Discount(%)off Please state the discount(%)off Floor Plan and/or Lot Center 151 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfitting a, Lot Insurance vehicles). Discount(%)off Ford Extended Service Please state the discount(%)off Extended Service 152 Maintenance Extended Service Maintenance Agreements,catalog/PricelistMUSr be Agreements Maintenance Agreements. Included or proposal will not be considered. PROPDSAL NOTE 1.Manufacturer specification sheets and upgrade options pricerist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 75 of 161 ard- C.y.Nnlw.AUW Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Ford Mlodel Vehicles Dellve Fees and LakaorRateforinstallation stud Re airServrce<: � � . ' �` Detailed Y � � � Irafnrratati3Oaa on ; � rSpeced � � � � �� �Hourlybor �ExceptdonstoHoklrly iterot ,`Produr Short Hourrty habo Rate Ra1NI end labor Rate and Delivery: No.. .Service:.:; Desch #ion .'_ _ .Fui1:lAescii tlon_ €._ and Delius' Fee. .Defiv`e" " Fee Not to Exceed Rush Truck Not to include Mobile Vehicle Hourly labor Rate Hourly labor Rate for Vehicle Installation or Repair C Centers Techs or service calls 153 Installation or for Vehicle Service-State the>�ot to Exceerl hourly labor rate for $ `� 'Hour Repair Service Installation or Installation or Repair Service. Repair Service Rush Truck Not to include Mobile Not to Exceed Hourly labor Rate for Paint and Body Repair of �� 154 Centers Techs Or service calls Paint and Body Hourly Labor Rate Vehicles,Heavy Duty Trucks,and Police Motorcycles- Repair for Paint and Body State the Not to Fxceed hourly labor rate for Installation or $ .JHour Repair Repair Service. Rush Truck Per Mile Delivery Per Mile Delivery Fee for Vehicles,Trucks,or Centers 155 Delivery Fee Fee for Vehicles, Motorcycles-State the Not to Exceed per mile delivery $ 1 .95 /Mile Trucks,or fee for Vehicles. Motorcycles 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 76 of 161 §2FRoard"' Proposal Invitation No. $1-19-Vehicles,Heavy Duty Trucks, Police Motorcycles,,Parts and'Service Labor (Manufacturer specilloaVon,stweets and options pricelist roust be submitted with proposal,.0) a�rded vendor must be approved!by the manufacturair W s i,idstall,andaerVice the brand of pqut6pianant sutnudfted;Proposers respondng to this propoml Invitationj, shvouaNd subrnit an Opierowal letter from.each manufacturer. Manufacturer authorization letters must include via reglans in which equipment may be said; W—TE-1:Proposers responding to this Proposal Invitation must submit their Franchise Mocdor Vehicle Dealer Certificate from"exas 0epaitinexit of Motor VeNicle4 Manufacturer ceitifi aW from Text Depaii rent of Motor yefuNdles or,if vendor proposes to serve sitates outside of the State'of Texas,the appNimble dealer license(p)fou such stare(s):. i „ , w�iln�; ^ ��„,,,, o��.,,, ,r,,,,,,,i�, � ,�,<�i„ „iii i�l� ,i/%%,,,�,i ,,,/„��i „<u�,f/!; ,�,,, i%,rnr „iii„ice �uiiii„i„ ii ✓i„ �� `yell � ii ,iiii � 'E'I�� �11� ri i i � I „ 0 04 kh % ///r �� $ B In e frl� s e �u� Hino 155 0* pray beswWW In the Hino 155,Cab Over,14,500 lbs OVvl k Engine:Hine r,w4wind"meet"at the tame of mwwawa.Mwwwt'wsts"a",rwt Sluts A sm 173 Hine 155 Hino Model 155 30SE,-210 hp,Aisln 6 speed automatic transmission,front $ 34,966 m amor diver owgroewpis m r"rbua gross axle weight 5,510 Ibs,rear gross axle weight 9,880 rax,ua kduft Aemabafuel Ibs,Complete with all manufacturer's standard equipment wra,ame era P mW swmaawma't wsm e ac,tk rt etc of thisisonw prwa%wr. Hino 195 Opau Roy te koko!aarrt Hino 19^5,Cab Over,19,5001bs OVWR,Engine:Hine "Cb"'" a°"'e,"bWatftor"r°r q onle.W.Ct's an st Wit"aA;At 3O5E,-210 hp,Aisin 6 s automatic transmission,front 39,8 1 ew Wturer uprAe apdom rorthis 174 Hino 195 Hino Model 195 gross axle weight 6,830 Ibs,rear gross axle weight 13,670 mdel triew,sra&&"Bum,hwwi ibs Complete with ali manufaclurees standard equipment wavieze She r tP;raYbrst,etc.a g", r R R ,3�� rzraths Hino 238 0P&min"myIweswaamdbythe Hino 238,Conventional Cab(N1383"5A),23,000 Ibs "e "at Me Um of Hino Model 238 G 'FI,88C-108"En ine:Hino 08'E-VC 8.D 220 h or6m.v �"nu e� 175 Hino 238 g � R � , mart u� tlmakidurwstarrani.. (ND835A) at 2,500 rpm,Complete with all manufacturer's standard NTwxamrndn Ajo#wa"a equipment. mx gremwreat(rtaG,U%HYIN r@,etc)on a sgmzte shed Per sweom ll of U,is L ' 1.Manufacturer specliFication sheets and upgrade options pricelbt PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 81 of 161 Dvpoard' Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') ......... a a Br tl S N M Hino 258 Options may be selected by the Cooperative member at hall of Hino 259,Conventional Cab(NDSJJSA),25,500 lbs order.vendors must submit all Hino Model 258 GVWR,BBC-108",Engine: Hino JOBE-TV 7.680L,220 54,425 manufacturer upgrade options for 176 Hino 258 (NADSA) hp at 2,500 rpm,Complete with all manufacturer's standard $ this model Including alternative fuel equipment equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Hino 268 Options may be selected by the Cooperative member at the time of Hino 268,Conventional Cab(NPSXSA),25,900 order.Vendors must submit all 177 Hino 268 Hino Model 268 GVWR,BBC-108",Engine:Hino JOSE-TV 7.680 L,220 $ 54,555 manufacturer upgrade options for (NE83LSA) hp at 2,500 rpm,Complete with all manufacurer's standard this model Including alternative fuel equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section If of this proposal. Hino 338 Options may be selected by the Cooperative member at the time of Hino 338,Conventional Cab CNVBJLSA),33,000 order.Vendors must submit all 178 Hino 338 Hino Model 338 GVWR,BBC-108",Engine:Hino JOSE-TV 7.6B0 L,220 57,725 manufacturer upgrade options for (NV8JLSA) hip at 2,500 rpm,Complete with all manufacurer's standard $ this model Including alternative fuel equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. Hino XL Options may be selected by the Cooperative member at the time of Hino XL,Conventional Cab,33,000 GVWR,BBC-108", order.Vendors must submit all 64,484 manufacturer upgrade options for 179 Hino XL Hino Model XL Engine:Hino A09,360 hp at 2,500 rpm,Complete with all this model including alternative fuel manufacurer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section 11 of this proposal. EROW1. 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 82 of 161 Proposal Invitation No.601-19-Vehicles, Heavy Duty Trucks,Police Motorcycles,Pates and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.) Nano odeb Vp ricl s Op?TSOfiS slid E4}UIPMENT CPpttons may fie selected by tine Cooperative member at the time of order vgndor§must submit all manufacturer upgfatl o4ottis for each model proposed (iclu (ng �Itrnahye feel equipmetlt(CNG,LPG,HYbC� r etc)on_a sepataf sheet', COl4PLE fE LIST OF ALL MANIJFACTUREIt`:UPGRADE'OPTIOhIS`t D`E IaIP;MENT SI BE SU MmED WITH`PROI?OSAL'60R:PR�P05ALTO BE CONSIDERED,_„ k Spam cd r 5t its Percoa t(010} , Itetfl ,µProduct`;or @es rI a, x ' of Ipiscaurut off State flame oaf No.- :.. Seivice n , .._'a . ..w.:__,. FilliOascii lion Catala '/PricelEst1 Catala %.pricelist ::Exce tionsto':i7iscouot; Discount(%)off Hino Original Catalog/Pricelist please state the discount(%)off all Original Equipment 180 Equipment for Original Manufacturer(OEM)Options. Manufacturerspedfication 0 Manufacturer Equipment sheets and upgrade options catalog/pricelist MUST be included or (OEM)Options Manufacturer proposal will not be considered. (OEM)Options Discount(%)off Rush Truck Third Party(not Catalog/Pricelist Please state the discount(%)off Third Party(not OEM) OEM)and for Third Party and Unpublished Options,Equipment,and Supplies. ® Centers 181 Unpublished (not OEM)and Third Party(not OEM)specification sheets and upgrade options catalog/pricelist MUST be included or proposal will not be Options Unpublished considered, Options Original Discount(%)off Please state the discount(%)off catalog/pricelist for all Hino 182 Equipment Catalog/Prcelist Original Equipment Manufacturer(OEM)Parts and Manufacturer for OEM Parts and Supplies. Catalog/pricelist MUST be Included or proposal will (OEM)Parts Supplies not be considered. Rush TrUGk Floor Plan and/or Discount(%)off Please state the discount(%)off Floor Plan and/or Lot ® ° Center 183 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfitting /o Lot Insurance vehicles). off Hino Extended Service Discount(%)o Please state the dismount(°/a)off Eactended Service 184 Maintenance Extended Service Maintenance Agreements.Catalog/pricelist MUST be Agreements Maintenance Agreements. Included or proposal will not be considered. NOT 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 83 of 161 'oar ' Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') f` Hino'ModeLVehicles.Delitre Fees aitd C borA tt:fur Instaliatlon:ai d air Services' Detailed - �� _, Informatitan an Specifdd Wourly I ailor i xceptiisns to WauHy stern Product or Short N Wolrrly Laiaat Rate Rate and ILabor Rate d Delivery No.. Service.. Descri tron = FuI1;Descri tfon =arrvdDellve" Feea `Deliv'e`-Fee _- _ _. ... '_fee,_. ` Not to Exceed Rush Truck Not to include Mobile r Vehicle Hourly Labor Rate Hourly Labor Rate for Vehicle Installation or Repair Center Service Tech 185 Installation or for Vehicle Service-State the NRt ttr Fxce_ed hourly labor rate for $ Lrr /Hour Repair Service Installation or Installadon or Repair Service. Repair Service Rush Truck Not to include Mobile Not to Exceed Hourly Labor Rate for Paint and Body Repair-State Center Service Tech an Paint and Body Hourly Labor Rate 186 Repair for Paint and Body the ftIt to Exceed hourly labor rate for Paint and Body $ JHour Repair Repair. Rush Truck Per Mile Delivery Per Mile Delivery Fee for Vehicles,Trucks,or .9� Center 1.87 Delivery Fee Fee for Vehicles, Motorcycles-State the Not to Exceed per mile delivery $ !Mile Trucks,or Police fee for Vehicles. Motorcycles PRopos_a t. c 1,Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 84 of 161 WFoar " Proposal Invitation No.601-19-Vehicles,Heavy Duty,Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pribelist must be submitted tawth propos ti) UgMZ.An awarded Vendor must be approved try the manufacturer to sell,install,and service,the brand of equipment Submitted,Proposers responding to this Proposal Ihritabon slioisld submit an approual Ietter frarh each manufad urer. Manufacturer audiorutadan Ilrtars must Include Me regions Iln which equipment may be sold. Nifff,„3, Proposers responding to this Proposal Irlultatlpn must submit;their Franchise Motor Vehicle Dealer Certificate from Texas IOefrartmieht of(Motor Vehicles,Mangifactturef cer dficdtte from Texas Departinent of Motor Vehit s or,0 vendor proposes to serve states outside of the State of Texasy,the applicable dpaldr ikense(s)for such stata(6), r rr rr ,, rri /! r /i ,/i r /i/ %% /,,,,,/ rrr/,/i/ , / / // r„rrr, /�/ / r� /�� ` / it/,r. ,.,/ r / / /, / / r % / r,. ./ � rrr / rr / /. / //,/ /, %rrr -- rr i, >/ / ///.,,, ter. / / /'.i �rl t�6�tl� l�,f/dltl' ',i�i,/✓„�/�,,.%�� ��ir>(!%����r!/%ire////, ///,r ,rr/%i//a�rri i/j%//�/„�i„�,rri%�/,/iir.r�/r,,, �aioiirr„ r s ,i r / � /i%%/ ,/ ✓ rr,. / rrr �L r r ;/ r,„/r /Intemational O�ons may be by the a:'. at the time of Intemational HV507 4x4-Class 6-7,Curnmins 863 200 HV507 order.Verdes must submit all m Inteabonal hp,10,000 frvit axle,17,500 rear axle,air brakes,6 speed 75,664 manufacuwrer upgrade options for 207 International HV507 4x4 transmission complete with all standard manufacturer's Ma el inriu,utia o alternative rust equipment equ"wnit(Ciro,LPG,Hybrid,err-) on a separate sheet per Section n lof this proposal. may be seiected International °p"�a member attheU of International HV607 6x4-Class 8,Cummins L9 260 hp, �+ HV607 order.vendors must submit as Intemational 10,000#front ax►e,40,000#rear axle,10 speed U,356 manufacture,upgrade options fix208 Intemational �HV607 6x4 transmission,air brakes,complete oft all standard tthrs model bdudrng alternative fuel manufacturer's equipment. ertuormant(CNG,LPG.HyW,er-) on a separate sheet per so:cnoi u Of this Intemational Options may be s&ded by the Nie at the Nrne of International MV607 4x2-Class 6-7,Cummins 86.7 200 I 607 order.Vendors must submit all 209 International International hp,8000#front axle,hydraubc brakes,17,500*rear aide,6 51,133 m�wf mr am u r,,x*options for MV607 4x2 speed transmission,complete with all standard this model including elterrawe fuel manufacturer's equipment. equirmwitrit(CNG,LPG.Hybrid,etc) on a separate sheet per Section U of�a proposa4 PROPOSAL NQIE 1.manufactirff specification sheets and upgrade options prirelist PPOPOSAL SPECIFLCATION FORM are required to be submitted vAh Proposal Page 90 of 161 trysoard Proposal Invitation No.601-19-1f'ehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') Item en end (indusiveofagVehldefees fatale rlthd and Vehycie Caplan and No.. Vehicle e I Gill pefi lion _,. °' r:Eaccel'ri7eireryfee). Mode# 6 aai Waa,drtit International options may be selected by the International HX515 6x4-Class 8 International A26 370 HX515 Cooperative member at the time of • 87,775 7 C order.Vendors must submit all 210 International International V J hp,12,000#front axle,40,000#rear axle,10 speed,air ,775 manufacturer upgrade options for HX515 6x4 brakes,complete with all standard manufacturer's this model including alternative fuel equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per section It of this proposal. International options may be selected by the International HV607 4x HV607 Cooperative member at the time of2-Class 6 7,Cummins B6.7 Z00 order.Vendors must submit all International hp,10,000#front axle,17,500#rear axle,6 speed 54,203 manufacturer upgrade options for 211 International HV607 4x2 transmission,air brakes,complete with all standard this model including alternative fuel mamufacturer's equipment equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section lI of this proposal. International options may be selected by the International HX620 6x4-Class 8,Cummins X15 450 hp, HX620 cooperative member at the time of p 91 717 order,Vendors must submit all 212 International international 10 speed transmission,12,000#front axle,40,0004 rear , manufacturer upgrade options for HX620 6x4 axle,air brakes,complete with all standard manufacturer's this model including alternative fuel equipment equipment(CNG,LPG,Hybrid,etc) on a separate sheet per section lI of this proposal. International options may be selected by the International LT625 6x4-Class 8,International Cooperative member at the time ofational A26 410 order.Vendors must submit all 213 International International hp,10 speed transmission,12,000#front axle,40,000#rear 83,000 manufacturer upgrade options for LT625 6x4 axle,air brakes,complete with all standard manufacturer's - this model including alternative fuel equipment equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per section 11 of this proposal. P1��05AL NOTE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 91 of 161 rBoa d' Proposal Invitation No. 01-19-Vehicles, Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') 10 '°„SpeCflEldt r � `Il ��ModEl' riCe -x Iterct Elfan�d at(d' � , � � �.� � (�cesweotalluehiderees ' te�ra�ud and VehllcCe,4lptivtn�and International HV513 options may be selected by the Cooperative member at the time of International HV5134x2-Class 8,International A26365 order.Vendors must submit all 75,882 International hp,12,000#front axle,23,000#rear axle,air brakes,10 manufacturer upgrade options for 214 International HV513 4x2 speed transmission,complete with all manufacturer's $ this model Including alternative fuel Equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section rr of this proposal. International RH613 options may be selected by the Cooperative member at the time of International RH613 4x2-Class 8,International A26 370 75 554 order.Vendors must submit all International hp,12,000#front axle,23,000#rear axle,10 speed,air , manufacturer upgrade options for 215 International RH613 4x2 brakes,complete with all standard manufacturer's $ this model Including alternative fuel equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section It of this proposal, International CV515 Options may be selected by the Cooperative member at the time of International CV515-Class 4-5,International 6.6 350 hp, order.vendors must submit all International Allison automatic,6000#front axle,10,000#rear axle, 40,300 manufacturer upgrade options for 216 International CV515 hydraulic brakes,complete with all standard manufacturer's $ this model including alternative fuel equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section t] of this proposal. PROPt11tt,NOTI 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 92 of 161 Board" Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specificatlon sheets and options pricelist must be submitted with proposal.') Intertrationai tModeY VeRrl¢Yes OPIOIIS and Et�UIPMEhiT Options may be selected Yak the Coaperative member,at)he ttnie of order vendorst9st subrplt all maqu h odel;proposed nditdlrlg aYter a4ve fuej equipfflertt(CWgkPG,tiybnd,etc)on;a separate sheet A GDMP LIST OF ALL MANUFACft1RER9PfrRA[7E OY'TIf}NS AND UIPMENT MUST BE SUBMITTED WITH PROPOSAL FOIL PROPOSAf 70 BE CONSIDERED ' E speclflod r r ste tage Porttt(%} r ItennProductarr` D,escn tFon �. _ , IFull'Desrw�ti� � Cataos/IrYdelist�_ :Caka' �almeof No nrlce __ r on ricelistEce ons to::piscaunt Discount(%)off Navistar Original Catalog/Pricelist Please state the discount(%)off all Original Equipment 217 Equipment for Original Manufacturer(OEM)Options. Manufacturer specification 0 Manufacturer Equipment sheets and upgrade options catalog/priceiist MUST be included or (OEM)Options Manufacturer proposal will not be considered. (OEM)Options Discount(%)off Rush Truck Third Party(not Catalog/Pricelist Please state the discount(%)off Third Party(not OEM) and Unpublished Options,Equipment,and Supplies. ® Center 218 OEM)and for Third Party Third Party(not OEM)specification sheets and upgrade options Unpublished (not OEM)and catalog/pricellst MUST be included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/priceiist for all Navistar 219 Equipment Catalog/Pricelist Original Equipment Manufacturer(OEM)Parts and Manufacturer for OEM Parts and Supplies. Catalog/PricelistMUST be Included or proposal will (OEM)Parts Supplies notbeconsidered. Discount(%)off Please state the discount(%)off Floor Plan and/or Lot Rush Truck 220 Floor Plan and/or Floor Plan and/or Insurance(dealer inventory vehicles and upfitdng ® % Center Lot Insurance Lot Insurance vehicles). Discount(%)off Navistar Extended Service Please state the discount(%)off Extended Service 221 Maintenance Extended Service Maintenance Agreements.catalog/Pdcelist Musr be included or % Agreements Maintenance proposal Wil not be considered. Agreements. PROPOSAL NOTE 1.Manufacturer specification sheets and upgrade options priceiist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 93 of 161 D: � Board' Proposal Invidation NIO. 11-1 -Vehicles,Heavy Duity Truce Police Motorcycles,Pans and Service labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.1) l Tom:An awarded Vendor must be approved by the manufacturer to setl,tn�dd,and seprd �ttrand of equipment Wbrndttied.Proposes responding to thus Proposal tnWtafion' should submit an approval$letter hom each,manufacturer. Manufacturer authorization fetters roust dincdu e the regions tln Which equipment rn,py be sold. apff 't Proposers responding to this Proposal tnOtabion must submit their Fra I0 Mir Vehicle DOOJer Certfirate from Terat�s Department ofMotorVehides,ftrithrtwer certHftcate from Texas Deparbrient of M4ror Vehicles or,lif'r'endor proposes to serve stated outside of this State of Texans,die appikable dealer license(s)for such state($)µ `_/i 77%7//// �rrc„ /r/ ,ri//// riO rr//iii�ir r/// ,,,, / / rn c //,,,,v,.;.,,. ., i�"9�!o1�r, Options may be seledej by the Isuzu NPR Cooperative member at the time of �y ®B1 order.Vendors must swtu It all Isuzu Cabover Isuizu Cabover- NPR 12ttoo GV't�da gasoline engine, 28,650 manufacturer rrpga ade options for 225 Isuzu NPR complete with all manufacturer's standard equipment. � this model Inciudnng arternative fuel er.fW-t(CNG,LPG,Hybrid,etc) an a sepraikr shoo,per Section It oPthk pmpoAa, &ttZU NPR Options may be sedacted by the Cooprs Ne mbar at the Ume of 3� FE9 order.Vendors mist submit all Isuzu Cabover Isuzu Cabover- NPR 145 GVW,gasoline engine, ' 9 r�u«raluraaurerupgrade Wf�ornsfor 226 Isuzu NPR Complete;with all manufacturers standard equwpment this rood inciudtrr9 aeernadve rud acid ment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section H of tints proposal. Isuzu NQR opUms may be selected by the Cooperative member at the time of APB 0 NR1 order,Vendors must submit all Isuzu Cabover Isuzu Ca 40 bover- NQR 17950 GM,complete with all 40,39 manufacturer upgrade options for 227 Isuzu this Including a e W NQR manufacturers standard equipment. equipment(CNG,LPG,Hybrid,etc) on a separate Shea per section it of this proposal. R �IA 1.Manutacu.tfW specification sheets and upgrade options pricelist PROPOSAL sPErPlunoN FORM are required to be submitted with Proposal Page 95 of 161 Bard' r..,,..raw,r.e�or., Proposal Invitation No. 01-19-Vehicles,Heavy Duty Trucks, Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') - Bt1se Model Pnce Item Plandfapt9 (I Neofauvehtdetees tata grand and Vehpcq Apttons and Pu11:Des 'on w.«:. .- �otcE1!rdHlveNfee} hiocle.g :.,E ul mau nit ._._. Isuzu NRR Options may be selected by the Cooperative member at the time of 41 ,730 q NU1 order.Vendors must submit all Isuzu Cabover Isuzu Cabover- NRFL 19500 GVW,complete with all / manufacturer upgrade options for 228 Isuzu NRR manufacturer's standard equipment. this model Including alternative fuel equipment(LNG,LPG,Hybrid,etc.) on a separate sheet per section€€ of this proposal. Istaau Mtrde[Wpl(lcles OPTIONS agtl EQUIPMENTg Opbaps may be selected by the Cooperative era tl tine ofatder Vendors most sUQ mlt all ` manufacturer upgladeopttons for each,"model pinposed lncludty alteinative,fuel e9Uipmaitt{CNG PO N bnd,etc ori'a se ante sheet A COMP�. tE LIST OF ALL , MA?RIIJFi409 URERIJPGRADE 3iIOIRS i4ND'f UIPMENT:Ml15T BESIJBMFfTEDtNI i}f°.PROPpSAk.Fi7kPROPOSALTO BEONSIDEFtED Short v INo _:, 5drrr e _ :festal tlit. ' f Ctalo Pr$celistkalar celis`/Prit.>.Exce tI + r v of Dlscaunt oft Stata Name of ans,to�Ii�countl Discount(%)off Isuzu Original Catalog/Pricelist Please state the discount(%)off all Original Equipment 229 Equipment for Original Manufacturer(OEM)Options. Manufacivrerspecification 0 Manufacturer Equipment sheets and upgrade options catalog/pricelist MUST be included or (OEM)Options Manufacturer proposal will not be considered. (OEM)Options Discount(%)off Rush Truck Third Party(not Catalog/Pricelist Please state the discount(%)off Third Party(not OEM) OEM)and for Third Party and Unpublished Options,Equipment and Supplies. ® Center 230 Third Party(not OEM)specification sheets and upgrade options % Unpublished (notOEM)and catalog/pricelistMUST be included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/pricelist for all Isuzu 231 Equipment Catalog/Pricelist Original Equipment Manufacturer(OEM)Parts and ® % Manufacturer for OEM Parts and Supplies. catalog/Priceust MusT be included or proposal will (OEM)Parts Supplies notbe considered. PROPOSAL Nm 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICAT€ON FORM are required to be submitted with Proposal Page 96 of 161 Proposal Invitation No. 01-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.i) a -aPaclfiait StgteParcailit(�o) jri INoF:aarwice r [Y�scri tion ' a.. cil)�Dstt ion _ iC talo /P celisi��,� ataYsrical at .��Exoa dons Dlsccunt' Floor Plan and/or Discount(%)off Please state the discount(%)off Fluor Plan and/or Lot O ° Rush Truck /° 232 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfitdng Center Lot Insurance vehices). ff Isuzu Extended Service Discount(%)o Please state the discount(%)off Extended Service 233 Maintenance Extended Service Maintenance Maintenance Agreements.Catalog/Pricelist MUST'be Agreements Agreements. included or proposal will not be considered. IsvzuModal;llelticlesDeliva"ryFeesarldCabo Ra 'Ear nstallatioWand.Re, RIrssrarfce xu Sfracrflaal '� � � � �x- ' �' '" oarely H.ab�or Exa.e�i�ons to Hocarly Item .'"Prodlact cr , abort � � -� Hourfy Laibu�Rate !fate and _Labor Ra1ta grad Delivery' a No.. Seryicanv .._,[1scgi�tinn .' �;_ - Fui�l7escri ion F, wvdDe4iue Fae_ Not to Exceed Rush Truck Not to include Mobile Vehicle Hourly Labor Rate Hourly Labor Rate for Vehicle Installation or Repair 125 Center Service Tech [234 Installation or for vehicle Service-State the Notto Exceed hourly labor rate for $ JHour Repair Service Installation or Installation or Repair Service. Repair Service Not to Exceed Paint and Body Hourly Labor Rate Rush Truck Not to include Mobile Hourly Labor Rate for Paint and Body Repair-State 1 25 Center Service Tech 235 Repair for Paint and Body the Hot to Exceed hourly labor rate for Paint and Body $ !Hour Repair Repair. Per Mile Delivery Rush Truck Fee for Vehicles, Per Mile Delivery Fee for Vehicles,Trucks,or 1 »g5 Center 236 Delivery Fee -Frocks,or Motorcycles-State the Not_to Exceed per mile delivery $ /Mile Motorcycles fee for Vehicles. pR0'POSAL NOTE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 97 of 161 W: Board"' Proposal rri it itioo Nod .6 1-19-V'ehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must besubmatoci with pro I.t) •pro, ,o� �.. ,i M ,n., , An awarded Vendor imust be approved by the,manufacturer to sell,Instaili„amrodl 0ersi4x-the brand of egtmlpment submitted.Proposers responding to this Pmposal InvRation should submit an op pro vil letter from each manufacturer. Manufauturar authoretaation letters niust:indude dry regions in wlhuich equipment may be,sold. Nam,Proposers respondfrig to this Proposal InAtation muststnbrniit d*r IFrancdtise Motor ifel le Deader C rtifiraaw frprn Texas Departi rent of Moil Vehicles,Manufacturer a rtdsate from Texas Delpartmrnerit lot Motor Vehicles or,if vendor proposes to serve states outside of the State of Texas,hire appl4icobde denier license(s)for such state(s), �;;: ..,,. r/rr rri ✓�%/U r r rirr ri//i rrc ri ,.: aid „v��/,,,.,rrrr rrrrrriiii/ ,i/rro,/iioi.,/,���a�r: „icriii...r riiiiir ,,,,,,,,it •.,,i„ .,,, i / . ,,, rii r ��r� ///%///./ / r % it / voi/'r ri. IA ,' I�dI oo rm/,,,,,,�;.,,„Lir„ �/ �i ✓%iirr�;,�,�/ rig/G r ul/iir%%/ r ,i ,i/// ;�O rr ,.//i//r/ri,c„v.,�/i, a ri///,il�% //% rr rrrr r� r� �� r r; .! - /iiiiia/i ,,,/; ,,,i �, iiai, / „r'. r /a oi. ,, . :r, ,> r/�/ ,ev ri ,;,,;,rrr, ,, //////i /, o/�� //!r/, ai /a////„ ;,r /%// ii ! ,v„ „��, , /o/%i/ /r r%%i%//i /rrrr �i % G r r v �� r-r„� /% ///QEi� r r%i//%// ///i�i/////� r / /ii/ /iii /%//i/i rr�i �/iiiiiii /�ii // �// ri�/// r /r ,,,,,,, /// /r//� „llelt4ul e Peterbilt Model 220-Cab over ..vup engine,Paccar PX7 Peterbilt 220 �d^„�'" 9 MRabWn nunaraber at nar 1ana or engine,220 HP,Allison 2500 HS transmission,26,00 GVM, order.Vendors rnastsulrhk 0 Peterbilt.Model 79,702 unonufactunruo opionsfor" 326 Peterbilt 220 front gross axle weight 12,000 Ibs,rear gross axle weight $ ffrodd Including mkwrw&e W 1.7,0010-21,000 Ibs,complete with all manufacturer's eziWrana rr(arv,M Hytnd,etc)on a standard equipment. separate shed per snsw 1 a of this p nsia, uwr Peterbilt Model 520-Cab over en ine,Paccar PX9 350 Peterbilt 520 "s tosexttd by the 9 paaole OM M gad the tlme of HP,3000 RDS transmission,57.6"BBC,33,000 GVWP,front ��11 order•Vendors m%t submit 327 Peterbilt ®erbilt.Model gross axle eight 1200-220DO Ibs,rear gross axle weight $ ��y L n aaturacY r ty a anpo o rusror nnrywa g g g wwAd fnckuing aftEiratNt fod 23000.46--Ibs,complete with all manufacturers standard equiprnent(CNO„LPG,wybrtd,etc.)on a equipment s4rararo steer per Smfim n of Vas magi. by the Peterbilt Model 325-Conventional cab engine,PACCAR Peterbilt 325 coopors Ner.y nwhtre rx d hevo ng oaranhe rrvmrGE r at the kirceaa or PX7,200 HP,Eaton 6-speed transmission 108"BBC front order.Vendors mustsutwne al 328 Peterbilt 3P2e5 Peterbilt Model row axle weight 8,000-12,0001bs rear roes axle weight ,157 rranufacturarupprade o0ons for thsc g 9 r g mocha tnduding alb rwtive 1A 21,000 lbs,19,500 GVWR complete with all manufacture's oQuipment(MG,M,HA,dd,etc.)on a standard equipment ate sheen par section rz or d,a rtai. PaoPn 1 M 1.Manufacturer specification sheets and upgrade options pricelist wa,oPoswacnF[CAr[on FORM are required to be submitted with Proposal Page 120 of 161 rlldPla�d L "rtlwNN4, Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') .5 clAYed h P � rt 13aseModel Pr1ce �� item Brand and 0ftckrsheofagvehktefLnes State Brand end Vehtclw r�pton5:attd No.,, Model' Peterbilt 330 Options may be selected by the Peterbilt Model 330-Conventional cab,PACCAR PX7,200 Cooperative member at the time of HP,Eaton 6-speed transmission,front gross axle weight order.Vendors must submit all 329 Peterbilt 330 Peterbilt Model 8 000-10,0001bs,rear gross axle weight 19,000-21,000lbs, $ 63,157 manufacturer upgrade options for this model Including alternative fuel 26,000 GVWR,108"BBC, complete with all manufacturer's equipment(CNG,LPG,Hybrid,etc) standard equipment on a separate sheet per section II of this proposal. Peterbilt Model 337 Peterbilt 337 Options may be selected by the Conventional cab,PACCAR PX7, Cooperative member at the time of 2401-113,Eaton 6-speed transmission,front gross axle weight 7 order.Vendors must submit all 330 Peterbilt 337 eterbilt Model 10,000-12,000ibs,rear gross axle weight 21,000-23,000lbs, $ 63,07 5 manuraaurer upgrade options for this model Including alternative fuel 26,000 GVWR,108"BBC,complete with all manufacturer's equipment(CNG,LPG,Hybrid,etc.) standard equipment, on a separate sheet per Section II of this proposal. Peterbilt 348 options may be selected by the Peterbilt Model 348-Conventional cab,PACCAR PX9,260 cooperative member at the time of HP,Eaton 6-Speed tranmission,front gross axle weight order.Vendors must submit all 331 Peterbilt Peterbiit Model 10,000-20,000lbs,rear gross axle weight 21,000-46,000lbs, 67,772 manufacturer upgrade options for this model Including alternative fuel 348 26,000 GVWR,108"BBC,complete with all manufacturer's equipment(CNG,LPG,Hybrid,etc.) standard equipment. on a separate sheet per Section II of this proposal. Peterbilt 365 Options may be selected by the Peterbilt Model 365-Conventional cab,Paccar MX13,455 Cooperative member at the time of HP Fuller 10 transmission,front gross axle weight 12,000- order.Vendors must submit all 9 332 Peterbilt 365 Peterbilt Model 22,000lbs,rear gross axle wei ht 21,000-70,000lbs,33,000 $ 9®,21 9 manufacturer upgrade options for this model Including alternative fuel GVWR,115"BBC,complete with all manufacturer's standard equipment(CNG,LPG,Hybrid,etc.) equipment. on a separate sheet per Section 11 of this proposal. 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 121 of 161 ad- rw...men,waar Proposal Invitation No.601-19-Vehicies,Heavy Duty Trucks, Police Motorcycles,Parma and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') 5pecrfied BseModel Price Nr0 bra det d _„; 1 u11.DescrT"`tion, °„ ., (InIXst ddr fee tateMm ief rid = 1AehieBl Options and Peterbilt 367 options may be selected by the Peterbilt Model 367-Conventional cab,Paccar MX13,455 Cooperative member at the time of HP,Fuller 10 transmission,front gross axle weight 12,000- order.Vendors must submit all 333 Peterbilt Peterbilt Model 22,000lbs,rear gross axle weight 21,000-70,000lbs,52,000 $ 91 r 089 manufacturer upgrade options for this model including alternative fuel GVWR,123"BBC,complete with all manufacturer's standard equipment(CNG,LPG,Hybrid,etc.) equipment on a separate sheet per Section if of this proposal. Peterbilt 389 options may be selected by the Peterbilt Mode]389-Conventional cab,Paccar MX-13 cooperative member at the time of engine,455 HP,Fuller 10 speed transmission,front gross order.vendors must submit all 334 Peterbilt Peterbilt Model axle weight 12,000 lbs,rear gross axle weight 38,000 lbs, 89 s`i4$ his model In upgrade options for uel 50,000 GVWR,123"BBC complete with all manufacturer's this model Including alternative etc.) r P equipment(CNG,LPG,Hybrid,ek.) standard equipment on a separate sheet per Section 11 of this proposal. Peterbilt 567 options may be selected by the Peterbilt Model 567-Conventional Areo cab vocational cooperative member at the time of unit,Paccar MX13 engine,455 HP,Fuller 10 speed order.vendors must submit all 335 Peterbilt Peterbilt Model transmission,front gross axle weight 12,000-22,000 lbs,rear $ 871216 manufacturer upgrade options for 567 gross axle weight 21,000-70,000 lbs,33,000 and up GVWR, this model Including alternative fuel 115"BBC,complete with all manufacturer's standard equipment(CNG,LPG,Hybrid,etc.) equipment. on a separate sheet per Section li of this proposal. Peterbilt 579 Options may be selected by the Peterbilt Model 579-Aero cab,Paccar MX-13 engine,455 Cooperative member at the time of HP,Paccar 12-Speed Auto transmission,front gross axle order,vendors must submitall 336 Peterbilt 579 Peterbilt Model weight 12,000-20,000 lbs,rear gross axle weight 38,000- $ 89,262 manufacturer upgrade options for 46,000 lbs,50,000 GVWR 117"BBC complete with all this t Including alternative fuel r r P equipment(CNG,LPG,Hybrid,etc.) manufacturer's standard equipment, on a separate sheet per section 11 of this proposal. 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 122 of 161 A- FRoard' Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks, Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.]) PetV. errERt Model Vehrcles,OPTTOfIIS Doti ENJtPER� ; Opllo�s}ltaybe selectetl ykthe Cooperative tlqu9er at the tflrleFof over Vendors must submit all r�anGfacturer Upgrade opttotis for each anode]proposed�ildutling alternative fuel equipmct(CNGi,LPG,�ybnd,etc)on�separat@sheet;. A CAMPLL^Tf LIST OFALL MANUFACTIIREfY<UPGRADE OPTIONS AMD E iPNIENT::MU51 8E`SUBMFfTED:iUVITH:PROPOSAL Ft)R.F.ROP...O5At TO:eE;CONSIDERED. _: IItem Praductv>r Short Fullescri'tian_____, CafDisr�ount(�1 z p to Percen talo /P"rielNst ,State llaime of Seilce;. _ _...pescriCion atala"/pricelist 'Exc tlonsto:Discoun!_; Discount(%)off Peterbilt Original Catalog/Pricelist Please state the discount(%)off all Original Equipment 337 Equipment for Original Manufacturer(OEM)Options. Manufacturer specification ® ®% Manufacturer Equipment sheets and upgrade options catalog/pricelist MUST be included or (OEM)Options Manufacturer proposal will not be considered. (OEM)Options Discount(%)off Rush Truck Third Party(not Catalog/Pricelist Please state the discount(%)off Third Party(not OEM) and Unpublished Options,Equipment,and Supplies. Center OEM)and for Third Party P p r 338 Unpublished (not OEM)and Third Party(notoEM)specification sheets and upgrade options catalog/pricelist MUST be Included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/pricelist for all Peterbilt 339 Equipment Catalog/Pricelist Original Equipment Manufacturer(OEM)Parts and Manufacturer for OEM Parts and Supplies. Catalog/Pdcelist MUST be included or proposal will (OEM)Parts Supplies notbeconsidered. Rush Truck Floor Plan and/or Discount(%)off Please state the discount(%)off Floor Plan and/or Lot ® ° Center 340 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfitting /o Lot Insurance vehicles). Discount(%)off Peterbilt Extended Service Please state the discount(0/6)off Extended Service 341 Maintenance Extended Maintenancce enrice Maintenance Agreements.CataloglPricelist MUST be Included or Agreements Agreements. proposal will not be considered. ------------ E QPQSAI NQTE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 123 of 161 Wiftard- Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Pollice Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') r I »`PetorbiCtModel Valrirlos Delie .Fees a rid Labor Rate forilnstallation artIte arc>Se"nrtce. S. Dota1led Infornmt5ion on � '` r SPeci lla F Hourly Gabor Exceptions to Houu:-Y Iteagl "productorSitot# . HcutyLabirRatsy Rate`nd� -LaborRaieandpoi�very_ No.. -: Semvlre ._ ��escci �fon ��FuUi k�escr� rdon _ -.��antl_Delltiii� Fee, <', D"egve� Fee .v�- ,- Fee :. Not to Exceed Rush Truck Not to include Mobile Vehicle Hourly Labor Rate Hourly Labor Rate for Vehicle Installation or Repair �1�7 5 Center Service Tech 342 Installation or for Vehicle Service-State the Not to NrxceQd hourly labor rate for $ I G /Hour Repair Service Installation or Installation or Repair Service. Repair Service Rush Truck Not to include Mobile Not to Exceed Hourly Labor Rate for Paint and Body Repair-State Center Service Tech 343 Paint and Body Hourly Labor Rate the Nay to Exceed hour) lobar rate for Paint and Bod 125 Repair for Paint and Body — -�� y y $ Hour Repair Repair Repair. Rush Truck Per Mlle Delivery Per Mile Delivery Fee for Vehicles,Trucks,or Center 344 Delivery Fee Fee for Vehicles, Motorcycles-State the Not to Exceed per mile delivery $ 1 .95 /Mite Trucks,or Police fee for Vehicles. Motorcycles PROAOSALNOTE 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 124 of 161 Are uare WConperativeftrchasiny 12007 Research Boulevard 'Austin,Texas 78759-2439 ° PH: 800-695-2919 ' FAX: 800-211-5454 'www.buybaard.com THE LoCAL GOVERNMENT PURCHASING COOPERATIVE ADD1ENil Ulm No. I Proposal Invitation New. 601-19 Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part of the Proposal Invitation document: I. Proposal Invitation Forms: Vendor Contact Information. On the Vendor Contact Information form, Invoices, the third included option for Vendors to authorize service fee invoices to be provided to Designated Dealers receiving purchase orders is deleted. Vendors must either accept invoices directly or designate one billing agent for receipt of service fee invoices. Vendors will no longer be permitted to have invoices directed to Designated Dealers. Therefore, when completing the Vendor Contact Information form, Fnvoiices section, Vendor may only select and complete either the first option ("Service fee invoices and related communications should be provided directly to my company ...'0 or second option ("In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent...'O. II. General Terms and Conditions Section E.12 Service Fee. Section E.12 of the General Terms and Conditions (Service Fee)is revised to read as follows: 12. Service Fee Vendor must pay the Cooperative the service fee specified in this Proposal Invitation and, unless this Proposal Invitation provides otherwise, the service fee is included in the awarded pricing. Except as otherwise provided in this section E.12, Vendor must remit the service fee to the Cooperative in Austin, Texas, within 30 days of the date of each service fee invoice. Service fees shall be deemed incurred on the date of Vendor's receipt of payment for products or services by the Cooperative member. To the extent that a Vendor disputes any service fee listed in an invoice, including but not limited to assertions that the purchase on which the fee is based has yet to be delivered or paid (e.g. special orders), was canceled by the Cooperative member, or is a duplicate purchase order, the Vendor must notify the Cooperative of the dispute in writing no late than the gDth day after the on i al invoice date (Dispute Period)by returning a copy of the invoice or statement of outstanding balances to the Cooperative with each disputed item marked and the basis for dispute provided. To the extent that the disputed service fees have been paid by Vendor, any request for a refund must be provided to the Cooperative in writing, with supporting documentation, no later than the last day of the Dispute Period. Vendor agrees to cooperate, and require any Vendor Designated Dealer(s) and billing agent to cooperate, with the Cooperative in attempting to reconcile and resolve disputed fees, and shall provide such reasonable information and documentation as the Cooperative may require to review the disputed fees to the satisfaction of the Cooperative administrator's staff. Any service fees for which the Cooperative has not received a notice of dispute or request for refund within the Dispute Period as set forth herein shall be deemed conclusively due and owing and no longer subject to dispute or claim for refund. Unpaid service fees will be subject to collection in accordance with the Cooperative's Board Policy, COOP-852,Vendor Invoicing and Collections. A Vendor may designate a billing agent to receive Cooperative service fee invoices on Vendor's behalf. Such designation must be made in writing by an authorized representative of Vendor and properly submitted to the Cooperative's administrator in such form as the Cooperative's administrator may reasonably require. However, in so doing,Vendor acknowledges and agrees that such designation shall be for Vendor's convenience only and Vendor Addendum No. 1,Proposal Invitation 601-19 Page 1 of 2 Uard Cooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 ' PH: 800-695-2919 ' FAX: 800-211-5454 viw. �uy ,oard.com shall remain responsible for all obligations under the Contract, including payment of service fees, and shall remain subject to all remedies for default in payment thereof. Vendor agrees to provide the Cooperative with copies of all Purchase Orders generated by or under the Contract that are received directly from Cooperative members, or such other documentation regarding those Purchase Orders as the Cooperative's administrator may require in its reasonable discretion. Additionally, the Cooperative has the right, upon reasonable written notice, to review Vendor's records pertaining to purchases under the Contract with Cooperative members to verify purchase history and the accuracy of service fees payable from Vendor. Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name, Rush Truck Centers of Teas, LP Address: Rr-5 1H 35 South, Suite 500 Signature of Authorized VP Company Official: Title: Telephone Number: 830-302-5200 ®ate: 8/29/201 Addendum No.1,Proposal Invitation 601-19 Page 2 of 2 uard hVCboperaf1vv Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454'www,bu bo THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ADDENDUM No. 2 Proposal Invitation No. 601-1 "vehicles, Heavy Duty Truce, Police Motorcycles, Parts, and Service labor The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part of the Proposal Invitation document: PROPOSAL SPECCIFICATION FORM(S) For the following manufacturers, the detailed specifications for base model vehicles/trucks have been added, revised and/or updated. 1. Autocar Trucks/Vehicles — Proposal specifications have been revised to include line item 4A with specified model listed below. tidy 'Mn ''AutVLrVlallia:l�0s } S:. �F _,• t brand � lA+eh�lcle �terir� end ve�arcle �� � (inclusive o�,altveh�de � Mate brand - +Opllons ar�d �'and Ilodlel Y „�ai' r�rerit'. Options may be selected by the Cooperative member at the time of order. Autocar DC4-Cab and vendors must Autocar chassis, Conventional Cab, submit all DC64 Cab Cummins L9 300 HP with manufacturer 4A Autocar and Chassis, Allison 3000 Series, 5 speed $ upgrade options for this model Conventional transmission,complete with including Cab manufacturer's standard alternative fuel equipment. equipment(CNG, LPG,Hybrid,etc.) on a separate sheet per Section II of this ro osal. 2. M itsu bush i Trucks/Vehicles—Proposal specifications for line items 281 to 289 have been revised as follows. a. Line Items 281-285: DOHC 4-cylinder turbocharged intercooled diesel engine is deleted and re laced with diesel engine only. b. Line Items 286-2889: DOHC 4-cylinder turbocharged gas engine is delete n re laced with 6.OL V8 gas engine with 297 HP. Addendum No.2,Proposal invitation 601-19 Page 1 of 2 dy p ard co r f vePurchasing 12007 Research Boulevard •Austin,`texas 78759-2439 • PH: 800-695-2919• FAX: 800-211-5454 ,www&yyboard.co 3. Police Motorcycles - Proposal specifications have been revised to include line item 348A with specified model listed below. 0, R Pil�ctvr ies .Y aimafwa Q �+ q�pp .. SP+ecl#Ind' NBr��rd V � ,� has NMode� Price z '` � �feb��tle �6ncfusNe of an v�h�cle fees Smote l�r��wd OPtto�rs arndi " ho�lel a l=aaill C�eai tliairo EXCEPTdelie' .feerd.lMacll v .,y; taI m+ent. Options may be selected by the Cooperative member Yamaha F3R13Q P at the time of order. Vendors must submit Yamaha Police Motorcycle- 1298 all manufacturer FIR1300 P cc,liquid -cooled, DOHC upgrade options for Police inline 4 cylinder, 16 valve 348A Yamaha $ this model including Motorcycle engine, equipped with alternative fuel standard police equipment. LPG,pHybrid,ment Cetc.)on a separate sheet per Section II of this ro asal. PROPOSAL DATDATE 1. The proposal due date has been extended to August 29, 2019. at 4:00 P.M. Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name: Rush Truck Centers of Texas, L IP Address: 555 IH 35 South Suite 500, New Braunfels, T 78130 Signature of Authorized _. jL Company Official: Title: VP Telephone Number: 80- 0 - 00 Date: -2 - 019 Addendum No.2,Proposal Invitation 601-19 Page 2 of 2 78oard Cooperative Purchasing 12007 Research Boulevard ,Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 •wvvww . a hoard THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ADDENDUM No. Proposal Invitatio, No. 601-19 Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part of the Proposal Invitation document: PROPOSAL SPECIFICATION FORK(S) For the following manufacturer, the detailed specifications for base model vehicles/trucks have been added. 1. freightliner Sprinter Trucks/Vehicles — Proposal specifications have been added and issued with the specified models fisted below. Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name: Rush Truck Centers of Texas, LP Address: 555 IH 35 South, Suite 500, New Braunfels, TX 78130 Signature of Authorized UP Company Official: Title: Telephone Number: 830- 02-5200 Date: 3-29- 019 Addendum No.3,Proposal Invitation 601-19 Page 1 of 4 Board* Proposal Invitation Nllo,601-19-Vehicle ,Heavy Duty Truc�ks,police Motorcycles,parts and Service Labor (Manufacturer spedfication sheets and options pricefist must be submittal with proposal.1) w m An awarded Vendor must be approved by the manufacturer to sell,install,and service ine brand of equipment Submitted.Proposers responding tothvis Proposal Invitation should submit an approval letter rrorn each,manufacturer. Manufacturer authorization letters must iundude the regions In whtrh egn,ulpmefit may be said. XQJU:Franchise Motor Veih[cle Dealer Ceetifficirte from Texas Department alMotor Vehicles,Manolaacturer certificate from Texas Department of Motor"Veh,cles or,if vendor proposes to servo states outsWe of the Slate of Texas the applicable dealer ken Ws)tar such state(s). r r / i///,i1/ „//i. �, ri%i ri„G r///,i////U//,/////,/�,// it /r/%ir// /i/ �< ///%-%/// , r,,,v, //,,,,,,, ,,,,;�i�., //, ,,,ru „r„�, �„ ri r r ,i G/ // /O / r/r /// // /., / / /// / //i/ r,, ,i// / / // 'tMlidef /ii /�// i/ir r1if4 alM 2V }t7 6�A d /� r/ V � � �/'r,,,,�y/tuN u:N ,,,,,/� r,,,,�� < ,, ,, %�c tk t� � 'r, ,,,> odN ,,�, ,,,� ���� �/� Opbavans may to se4edea by the cooperative mmmber at the time of Freighdlner Sprinter C2500-144"BBC,8550 GVWR, order.Vendors must submit all Automatic transmission,2.1I-4engine,conventional cab, mnanufachnerupgrade options for tandem axle,complete with all manufacturers standard 410 Freightliner Sprinter C2500 $ flats mamiel importing ateinative reel �'� rilft'nt egppp¢ru�k(CNG,LPG,HAM,W.) equipment.p on:a separate sheet per Sedkxi II of imps fxoposA options may be selected by the FreighdinerSprinter C35 -144"BBC,9990 GVWR, Cooperative member usa toneof submit ,der.Mrecndors anua5'std;sutmnit apt Automatic transmission,2.1 I-4 engine,conventional cab, mmufadmer upgrade options for 411 Freightliner Spi intet C3500 $ this including alrenative fuel tandem axle,cocnpBete with all manufacturers standard equipment on se eWWment{ovG,et p tf Section etc? separate sheet per seection n of INS prs& options inmy be selected by the Coopwafive member at the time of Freightliner Sprinter 3500 C/C-144"BBC,11,030 order.Vendors must;submit all GVWR,Automatic transmission,2.1 I-4 engine,conventional manufacturer upgrade options fa 412 Freightliner Sprinter 3500 CIC cab,tandem axle,complete with all manufacturer's standard $ this model indLding alternative fuel equipment. equ t(CNG,LPG,Hybrid,etc.) '....on a sepatate sheet per section II Qft0Uf5 'q„ 1.manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Pap 2 of 4 oa W-Mlrd' nna.n.nrw.r Proposal Invitation No.601-19-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.) 5peclfled .,Base Mandel Price,, Item 0raiad and Slaoft ylnciuslveofatlVehlcief�'s S end and' Vehiple Option$and No, Model' Bescri Ito Full 0escirP 'w lran _ E%�PTdelivery tom),_ Mandel �E'ui r(t Options may be selected by the Freightliner Sprinter P2500 Passenger Van-144"BBC cooperative rs must the ttmeof g F 9 , order.Vendors must submit ail 413 Freightliner Sprinter P2500 8550 GVWR,Automatic transmission,2.1 I-4 engine, _ manufacturer upgrade options for Passenger Van conventional cab,tandem axle,complete with all this model including alternative fuel manufacturer's standard equipment, equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section II of this proposal, r FrePg diner IIv(riter Medal Vehi fes 6PT'IONS and�E@UIPNlimNT Opbvr4s rrtay be selected�ythe Caioperahv4 metnher�t the 4me`ol ordef Vendors must sCtbmSt all manufacturer upgrade op(ia?f's for each_nodel proposed irtcltldihj%.1 ertlattve fuel tl( f ant(CNG LPG l Grid etc on_a s alate3heet 2 A`COMP�ETE d OF'AI L MANl1FACTUER.,l3PGRADEOPTt01IS'AfID.E 0IPMENTMUSTBE_SUt3M FDERED. Spertifiad � #�� � Stara ParCerdt(4!0} ,"r c " 114rfservct r Sr�rtrP. _ Hof taiscpuoff estaterlae o t T rleeilst� ataio iPrlcelis >Exca tlerts,to.0 le unt` Original Discount(%)off please state the discount(%)off all Original Equipment Equipment Catalog/Pricelist for 414 Original Equipment Manufacturer(OEM)Options. Manufacturer specification Manufacturer Manufacturer sheets and upgrade options catalog/pricelist MUST be included or (OEM)options (OEM)Manufacturer proposal will not be considered, OptionDiscount(%)off Third Party(not Catalog/Pricelist for Please state the discount(%)off Third Party(not OEM) OEM)and Third Party(not and Unpublished Options and Equipment. Third Party 415 Unpublished OEM)and (not OEM)specification sheets and upgrade options catalog/pricelist MUST be included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/pricelist for all 416 Equipment Catalog/Pricelist for Original Equipment Manufacturer(OEM)Parts. Manufacturer OEM Parts Catalog/Pricelist MUST be included or proposalwill notbe (OEM)Parts considered, PRr9PO5A�Nfti7,�, 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 3 of 4 WHoard' OpH1lIII/u Jab/ Proposal Invitation No.601-19-Vehicies,Heavy Duty Trucks,Pollice Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposa0) Specified -- Item ;Product or Slvolt of D�seaaunt off State NafiTe of N ---S,6v Desc otj on it.12 % ricellst .Exce dons8 IIscounYx Floor Plan and/or Discount(%)off Please state the discount off Floor Plan and/or Lot 417 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfltting vehicles). Lot Insurance Extended Service Discount(%)off Please state the discount(%)off Extended Service 418 Maintenance Extended Service Maintenance Agreements.Catalog/Pricelist MUST be Agreements Maintenance Included or proposal will not he considered. Agreements. 77 �7 lct i n e r-,S, I d 6 Frei gi till pr ntor Model.Ve I es'Deli' 'Fees an La Sery oetaNlect W" ff lg� S PaL ifle uc �L Short ' Ylourly ovRate a 1 0 qr-Rate'aDelivery; Item ro"d t or" . . ...... Not to Exceed Vehicle Hourly Labor Rate Hourly Labor Rate for vehicle Installation or Repair 419 Installation or for Vehicle Service-State the Not to fWe Hour ,d hourly labor rate for Repair Service Installation or Installation or Repair Service. Repair Service ............... Not to Exceed Hourly Labor Rate for Paint and Body Repair-State 420 Paint and Body Hourly Labor Rate the NjgjULfEX0qd hourly labor rate for Paint and Body JHour Repair for Paint and Body Repair. Repair Per Mile Delivery Fee for Vehicles, Per Mile Delivery Fee for Vehicles,Heavy Duty Trucks, 421 Delivery Fee Heavy Duty or Police Motorcycles-State the N2tto Exceed per mile $ JMile Trucks,or Police delivery fee for Vehicles, Motorcycles I: 1.Manufacturer specification sheets and upgrade options pricelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page 4 of 4 rrr i9a�par �lrr �"�rrasi , 12007 Research Boulevard .Austin,Texas 78759-2439 •PH: 800-695-2919 ` FAX 800-211-5454 `www.huvboa� .c THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ADt DEND'um No. I Proposal Invitation No. 6�01-1 Vehicles, Heavy Duty Trucks, Police Motorcycles,, Parts,and Service Labor The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part of the Proposal Invitation document; I. Proposal Invitation Forms,Vendor Contact Information. On the Vendor Contact Information form, Invoices, the third included option for Vendors to authorize service fee invoices to be provided to Designated Dealers receiving purchase orders is deleted. Vendors must either accept invoices directly or designate one billing agent for receipt of service fee invoices. Vendors will no longer be permitted to have invoices directed to Designated Dealers. Therefore, when completing the Vendor Contact Information form, Invoices section, Vendor may only select and complete either the first option ("Service fee invoices and related communications should be provided directly to my company ...'I or second option ("In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent...'J. II. General Terms and Conditions Section E.12 Service Fee Section E.12 of the General Terms and Conditions(Service Fee)is revised to read as follows: 1.2. Service Fee Vendor must pay the Cooperative the service fee specified in this Proposal Invitation and, unless this Proposal Invitation provides otherwise, the service fee Is included in the awarded pricing. Except as otherwise provided in this section E.12, Vendor must remit the service fee to the Cooperative in Austin, Texas, within 30 days of the date of each service fee invoice. Service fees shall be deemed incurred on the date of Vendor's receipt of payment for products or services by the Cooperative member. To the extent that a Vendor disputes any service fee listed in an invoice, Including but not limited to assertions that the purchase on which the fee is based has yet to be delivered or paid (e.g. special orders), was canceled by the Cooperative member, or is a duplicate purchase order, the Vendor must notify the Cooperative of the dispute in writing no Ia�t+er than tl�e 90th day after the origj,rral Jinvoice date(Dispute Period) by returning a copy of the invoice or statement of outstanding balances to the Cooperative with each disputed item marked and the basis for dispute provided. To the extent that the disputed service fees have been paid by Vendor, any request for a refund must be provided to the Cooperative in writing, with supporting documentation, no later than the last day of the Dispute Period. Vendor agrees to cooperate, and require any Vendor Designated Dealer(s) and billing agent to cooperate,with the Cooperative In attempting to reconcile and resolve disputed fees, and shall provide such reasonable information and documentation as the Cooperative may require to review the disputed fees to the satisfaction of the Cooperative administrator's staff. Any service fees for which the Cooperative has not received a notice of dispute or request for refund within the Dispute Period as set forth herein shall be deemed conclusively due and owing and no longer subject to dispute or claim for refund. Unpaid service fees will be subject to collection in accordance with the Cooperative's Board Policy, COOP-852,Vendor Invoicing and Collections. A Vendor may designate a billing agent to receive Cooperative service fee invoices on Vendor's behalf. Such designation must be made in writing by an authorized representative of Vendor and properly submitted to the Cooperative's administrator in such form as the Cooperative's administrator may reasonably require. However, in so doing,Vendor acknowledges and agrees that such designation shall be for Vendor's convenience only and Vendor Addendum No.1,Proposal Invitation 601-19 Page 1 of Aft Uard Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439' PH: 800-695-2919 • FAX: 800-211-5454 1 www.bu bo rd.c m shall remain responsible for all obligations under the Contract, including payment of service fees, and shall remain subject to all remedies for default in payment thereof. Vendor agrees to provide the Cooperative with copies of all Purchase orders generated by or under the Contract that are received directly From Cooperative members, or such other documentation regarding those Purchase Orders as the Cooperative's administrator may require in its reasonable discretion. Additionally,the Cooperative has the right, upon reasonable written notice, to review Vendor's records pertaining to purchases under the Contract with Cooperative members to verify purchase history and the accuracy of service fees payable from Vendor, Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name: Rush Truck Centers of Texas, LP Address: 555 IH 35 South, suite 500 Signature of Authorized �,�.-�-"��— Company Official: —° Title; �� Telephone Number: 830-302-5200 Date: 8/29/2019 Addendum No.1,Proposal Invitation 601-19 Page 2 of 2 PFC00perative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 - PH: 800-695-2919 •PAX: 800-211-5454•www, a bo ,j THE LOCAL GOVERNMENT PURCHASING COOPERATIVE Proposal Invitation No. 6O1-19 Vehicles, Heavy ut7y Trucks, Police Motorcycles, Pa , ,and Service Labor The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part of the Proposal Invitation document: PROPOSAL,SPECIFICATION FORM For the following manufacturers, the detailed specifications for base model vehicles/trucks have been added, revised and/or updated. 1, Autocar Trucks/Vehicles—Proposal specifications have been revised to include line item 4A with specified model listed below. z e .AI�gioarFhicles w - y �.F r SralMd � >>Ff t f � G� }KJ 9#x� �1"A Y✓Li1'Ll PLO I'4'ww{ire °'l fi 2f � L.i' Fxl Nwlii Ie lruF 'h Val�lcle F r(pclusive of aUrvhida to rand i�pttis d ;N » . Model T c _, :;._ Firll=l a ri :tiorl f a I CCEPT-deltve'.,_fee .arid Idl adel{ Options may be selected by the Cooperative member at the time of order. Auto,car DC64-Cab and Vendors must Autocar chassis,Conventional Cab, submit all DC64 Cab Cummins L9 300 HP with manufacturer 4A Autocar and Chassis, Allison 3000 Series,5 speed $ upgrade options for this model Conventional transmisslon,complete with including Cab manufacturer's standard alternative fuel equipment. equipment(CNG, LPG,Hybrid,etc.) on a separate sheet per Section II of this ro osal- 2. M its u bush i Trucks/'Vehicles—Proposal specifications for line items 281 to 289 have been revised as follows. a. Line Items 281-285: DOHC 4-cylinder turbocharged intercooled diesel engine is deleted and replaced with diesel engine only. b. Line Items 286-289: DOHC 4-cylinder turbocharged gas engine is deleted and'replaced with 6X V8 gas engine with 297 HP. Addendum No.2,Proposal Invitation 601-19 Page 1 of 2 M (A MM oara WCapperative Purchasing 12007 Research Boulevard 'Austin, Texas 78759-2439• PH: 800-695-2919• FAX: 800-211-5454•vrh is oard.corn 3. Police Motorcycles- Proposal specifications have been revised to include line item 348A with specified model listed below. rr s • Poltt-er-Motor clef:XatYia$1 L r i £ eifi'e F ty r r F s c r ..r Brand 7 � hcle r •` l�a'w��l�lotlel Price 'd � r - ''�tetxd �alMd Ultile 7 r GnciClsivE`of allhiclepfees `State 8ra3nd, , ' 'Olgtc�`rns _.and-,Moci l ,:r Options may be selected by the Cooperative member Yamaha FIR1300, P at the time of order. Yamaha Police Motorcycle -1298 vendors must submit all manufacturer Po 348A Yamaha F] 300 P cc,liquid-cooled, DOHC � upgrade options for Police inline 4 cylinder, 16 valve this model including Motorcycle engine, equipped with alternative fuel standard police equipment, equipment(CNG, LPG,Hybrid,etc.)on a separate sheet per Section II of this ro osal. PROP Al- Otl OATS 1. The proposal due date has been extended to Au!gust 29, 2019,at 4.00 P.M, Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name: Rush Truck Centers of Texas, L Address: 555 IH 35 South Suite 500, New Braunfels, TX 78130 Signature of Authorized y Company Official: ''� ' �`' Title: Telephone Number: 530-302--500 Date: 3- 9- 019 Addendum No,2,Proposal Invitation 601-19 Page 2 of 2 Aoard wCoaparative Purchasing 12007 Research Boulevard •Ausdn,Texas 78759-2439- PH: 800-695-2919• FAX:800-211-5454• . grd: .o.m. THE LOCAL GOVERNMENT PURCHIASING COOPERATIVE ADDE pCrum N' o. 3 Proposal Invitation No. 6 l-1 Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labior The following modifications are made to the above referenced Proposal Invitation and shall become a permanent part: of the Proposal Invitation document: PROPOSAL SpECI'FICATIOI FORM(S) For the following manufacturer, the detailed specifications for base model vehicles/trucks have been added. 1. Freightliner Sprinter Trucks/Vehicles — Proposal specifications have been added and issued with the specified models listed below. Please sign and return one copy of this addendum with your proposal as verification of your receipt and compliance with the information contained in this addendum. Company Name: Rush Truck Centers of Texas, LP Address: 555 IH 35 South, Suite 500, New Braunfels, TX 78130 Signature of Authorized Company Official: Title: VP Telephone Number: 830-302-5200 Date: 3-29-2019 Addendum No.3,Proposal Invitation 601-19 Page 1 of 4 D" r Proposal Invitation o. 1-1 -Veiaiicies,Heavy Duty Trucks,Police Motorcycles,Parts and service Labor (manufacturer sincilicationshthM and opg0u;pricelAt must be sLbntftdPaM proparasal.') ii " = .,An awh ded a uffar mast bp anIMOVed bt Oki uaraawuw Orr r to mA,'WM 9,art&wra 1M me-l rwO of esr(tpDi es°a: l ,lkayners rpepvwrutrng to tpla F1'rr4X0 1rhitAfton ehea id s4bmit 6n apparorag ietwr from fWaeh Maaa[AdWer ' YaMffa lu er authonaabian tefrs"Ito'st rxlude the feqiom,as w1kh Lne W tnesk rviy be a d. ijQnUW,Rond�hw,140rx Vo,'de Crrallew CsaattGtatuu from Timms CW,pax tauty A of Motor Veikles,Planwfactku er cm,U Late fa ort Texas MpaaAment-0 Itbtet&,r pirttie*era ff kawwdk pbtuUau ws to serve aka uutsbWh of the State at`tr¢xat,.the applk"able'p etar itr nisi for ,v�„' ,.../ / .i t .e �� /i // MPEG ,/ „„ U(i l ,✓ ,//%� i /// / %// �,,, ,�f,,.� nl//r, ,� w„� �rCti If� �id'f� o, frk.. " NAi i / i/%�//� �/ % / // �a+ra., " �c9�� 5 1M . arc i�a ;ia� t r,,, r/,I �o�i„ /,i 'ea: .. �i„ %!�/�,,,,�, �,,,is�,,� 1(r '3� RA�11 it,,,;ai.�„%,rh ,�F i v��'�"ik' �,�Y'�d '� „';;;,,;,o�i�dil,,,,,,, ,,,;,,,�o.,,'p'` �WIY, PoIWCGi// ;',,;. Opesons may be solated try Ube Fre',ighitliner Sprinter C2500-144"BBC,05501 GVWR, a. dens r Ewa �t 410 Freightliner Sprinter C2500 Automatic transmission,2.1 1-4 engine,conventional cab, ram opera s fm tandem axle,complete with all marruiracturer's standard $ ft MOM aradamamup awalbVe r egolpprnent, a Wpaapwd(0Q,M.6igbfW, ) an a gqwaW strait per Serkun 1H adds plop" 0y6 mes Mar be sated by the Coomraeve manLw at 1Wme One op Freightliner Sprinter C3500-144"BBC„q990 GVWR, wder.veft6ys raaw s,brd All 41.1 Freightliner Sprinter C3500 Automatic transmission,2.1 1-4 engine,conventional cab, ���� Manoaartlr<e r a n,�r tandem axle,com$gete with all manufacturer's standard tws WKMM�Wu rxftpatsswor ove rmmaa equipment. mkpaaermfi(crur,<LPG,t d.etc.) on a sawwate d wrvt ram'secrkm pt ed 00 pqxam .. Opbons may be sa,"tas;ted by the coqwatwe nwrbei at true tlrne oa Freigghtliner Sprinter 3500 CjC-144'BBC,11,030 ad".Venda %raairst subITA eau GVWR Automatic transmission,2.1 1.4 engine,conventional Maauwkaxttam a adde aS Gas 412 Freightliner Sprinter 3500 CjC cab,tandem axle,complete+math all manufacturer's standard �- --�-- ft na Wel umarraaaa grero ke fuel equipment. eralsiEpmaraaat(Mr. 11yb4em) ca a sqwateOma per Seftm 11 of ft pee.. t PROP® 1 NCITE 1.Manufacturer spmificatlon sheets and upgrade optbns pirxdM Pre® $KCSFIcaTto> FORM are required to be submitted with Pnd�isal Page:2 or 4 k, ,Board- Proposal Invitation No.601-19-Veh(cies,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options prfcellst must be submitted with proposal.') � SpectHed € � ,BasgModelPrice � .� �- ItertY 8rapd`af)d S)toft ,. , , � x (IpcldslveefallveM�tciej�s S�katsBandand r Vehrc)eOptions`and , fttr. ...Model. _ ,.:,Deoti.tiara+. .s._ 5_..,�•. ..Full Dosori inkon .� = ,.....: _.....::EXCEPT:deliyeryfm)r„s.r, .,.,Model ..., :., -- w inept:•::'...�: Opfts may be selected by the Cooperative member at the time of Freightliner Sprinter P2500 Passenger Van-144"BBC, order.vendors must submtall 413 Freightliner Sprinter P2500 8550 GVWR,Automatic transmission,2.11-4 engine, manufacturer upgrade options for Passenger Van conventional cab,tandem axle,complete with all $ this model Including alternative fuel manufacturer's standard equipment. equipment(CNG,LPG,Hybrid,etc.) on a separate sheet per Section If of this proposal, Fr lgfatifnep printer Modil v hnclos 0 0 5 and EQU1pM hlT Options tpaybe selected bar the Coopefative rr ember attire tt�e of ai;d Vendors ll)ust sukx )tall marlufpctu_a upgrade+iptlons(pr each liYpdial gfopersed inGudlpg attergahve duel et(tllpment(CNG,;1 PG,}{ybf[d;etc,j on a`sepa%ate"sheeb A COMPLET E uST OFALI - : MANUFACTtJERjIJPGRADEOP.TIONS°AND;E'UlFMENT;MUST:8E5U8M1TfEDaNiTNPROP05AL EOR`RROPa5ALT0 ltetm , ProdJ or sllapt"s } 'r r of dlscaunt o(f state�aglo of No. 5atiiice .:;.DescrF`tion ,._, . -::r..> __ FuttDes�rt"tion -,.:_ .' Catalo .PHceiists;:Cat4rl /Pticellst "Eoia ddristo;placount. Discount(%)off Original Catalog/Pricelist for Please state the discgunt(°!o)off all Original Equipment 414 Equipment Original Equipment Manufacturer(OEM)Options. Manufaanrerspecification ol, sheets and upgrade options Cap[ogJprtceltst MUST be Included or Manufacturer Manufacturer (OEM)Options (OEM)Options proposal vvill not he considered. Discount(%)off Third Party(not Catalog/Pricelfst for Please state the discount(%)off Third Party(not OEM) 415 OEM)and Third Party(not ndiOeM sblisiead Osheetsand u tians and Egquipgradeo N n. ThlydParty Unpublished OEM)and catalog/prt ellst MUST be included or proposal will not be Options Unpublished considered. Options Original Discount(%)off Please state the discount(%)off catalog/priceiist for all 416 Equipment Catalag/Pricelist for Original Equipment Manufacturer(OEM)Parts. Manufacturer OEM Parts Catalog/PricelistMUST be included or proposal will notbe (OEM)Parts considered. PRQENV ld_II:T.i 1.Manufacturer specification sheets and upgrade options pricetist PROPOSAL SPEC19=08 FORM are required to be submitted with Proposal Page 3 of 4 P678pard' Proposal Invitation No. 0I-1.9-Vehicles,Heavy Duty Trucks,Police Motorcycles,Parts and Service Labor (Manufacturer specification sheets and options pricelist must be submitted with proposal.') ot SAypci(ied` State Perearpt(%) ItetrT. Produitor Snort of Discount off State Nameaf No: ._ tSerw ice.. , ..' . _- _ . . ...,.- _ . resesron_ . ce tiots to:Dtseuunt;: Floor Plan and/or Discount(%)off please state the discount(%}off Floor Plan and/or Lot 417 Lot Insurance Floor Plan and/or Insurance(dealer inventory vehicles and upfitting vehicles). Lot Insurance Extended Service Discount(%)off Please state the discount(%)off Extended Service 418 Maintenance Extended Service Maintenance Agreements.Catalog/PricellstMUSr be Agreements Maintenance Agreements. Included or proposal will not be considered. W` tim i Fr m 1tlilniS rinterblodol:�/ihieles Relive.'Fees andLa'tiorRateforinstallteon SglecifTod rIHourlyat)Iorn rExce tionstotToutly A Item Product or Short- Houd Labof Rabe Rate and Delivery Labor Rate and Doltvery No:, Service,:.. ..:.Resell`tfon'. ....� ..FuliDescr7"lion -_,.: -.. . •. � .::and 17ellve- Fee` _� Fee- � -Fee " _' Not to Exceed Vehicle Hourly Labor Rate Hourly Labor Rate for Vehicle Installation or Repair 419 Installation or for Vehicle Service-State the Notto Exceed hourly labor rate for $ /Hour Repair Service Installation or Installation or Repair Service. Repair Service Not to Exceed Hourly Labor Rate for Paint and Body Repair-State 420 Paint and Body Hourly Labor Rate the Notta Exceed hourly labor rate for Paint and Body $ /Hour Repair for Paint and Body Repair. Repair Per Mlle Delivery Fee for Vehicles, Per]rule Delivery Pee for Vehicles,Heavy Duty Trucks, 421 Delivery Fee Heavy Duty or Police Motorcycles-State the g gtip Exceed per mile Trucks,or Police delivery fee for Vehicles, Motorcycles L Manufacturer specification sheets and upgrade options prfcelist PROPOSAL SPECIFICATION FORM are required to be submitted with Proposal Page A of a SUPI`LjkMENTAL LICENSE INFORMATION Texas Deparunent FRANCHISED MOTOR VEHICLE DEALER, of Motor Vehicles LICENSE NO:82290 3IOTOR VEHICLE DIVISJiNERAL DISTINGUISHING NUMBER: P36821 Motor Vehicle RUSH TRUCK CENTERS OF TEXAS,L.P. EXPIRES:08-31-2020 Rush Bus Center,Austin,Rush Truck Center,Austin,Rush Isuzu Trucks, PHYSICAL LOCATION: Austin,Rush Peterbilt Truck Center,Austin, 16870 S I H 35 PO BOX 34630 ATfN:JERI BURGESS BUDA,TEXAS HAYS 78610-3S23 SAN ANTONJO,TEXAS BEXAR 78265.4630 WARNING:PENAL CODE SECTION 37.10,PROVIDES THAT TAMPERING WITH A GOVERNMENTAL RECORD IS AN OFFENSE PUNISHABLE AS A SECOND-DEGREE FELONY. '71( I•I ANCI ISED MOTOR VEHICLE DEALER 'ICX:LS Department LICENSE NO:82290 of Motor Vehicles GENERAL DISTINGUISHING NUMBER: MOTOR VEHICLE DIVISION P36821 Motor Vehicle RUSH TRUCK CENTERS OF TEXAS,L.P. EXPIRES:08-31-2020 Rush Bus Center,Austin,Rush Truck Center,Austin,Rush Isuzu Trucks, PHYSICAL LOCATION: Austin,Rush Peterbilt Truck Center,Austin, 16870 S I H 35 PO BOX 34630 ATM:JERI BURGESS BUDA,TEXAS HAYS 78610.3523 SAN ANTONIO,TEXAS BEXAR 78265-4630 THIS DEALERSHIP IS LICENSED TO ONLY SELL THE FOLLOWING LINE(S)OF NEW MOTOR VEHICLES: ELKHART COACH:BS-Bus,HINO:MT-Medium Truck,Mid Bus:BS-Bus,SCHOOL BUSES:BS-Bus,COLLINS:BS-Bus,Cummins Diesel Engine: EN-Engine,Micro Bird:BS-Bus,PETERBILT MEDIUM DUTY TRUCK:MT-Medium Truck,ISUZU:MT-Medium Truck,PETERSILT HEAVY DUTY TRUCK:HT-Heavy Truck,PACCAR MX Engine:EN-Engine ADDITIONAL LOCATIONS):For used vehicle sales only I•IAVING SATISFIED THE APPLICABLE REQUIREMENTS OF CHAPTER 2301 OF THE TEXAS OCCUPATIONS CODE,CHAPTER 503 OF THE TEXAS TRANSPORTATION CODE, AND THE RULES OF THE BOARD, THE PERSON NAMED ABOVE IS HEREBY LICENSED WITH TIME TEXAS DEPARTMENT OF MOTOR VEHICLES,MOTOR VEHICLE DIVISION. • r Daniel Avitin,Director Texas Department oFDMotor Vehicles Motor Vehicle Division WARNING:PENAL CODE SECTION 37.10,PROVIDES THAT TAMPERING WITH A GOVERNMENTAL RECORD IS AN OFFENSE PUNISHABLE AS A SECOND-DEGREE FELONY. '71fr( FRANCHISED MOTOR VEHICLE DEALER Texas Deryartment LICENSE NO:E112480 tf M0tOr VeII1C1eS GENERAL DISTINGUISHING NUMBER: MOTOR VEHICLE DIVISION P51793 Motor Vchicic RUSH TRUCK CENTERS OF TEXAS,L.P. EXPIRES:07-31-2020 Rush Bus Center,Dallas,Rush Median Duty Truck Center,Dallas,Rush PHYSICAL LOCATION: Isuzu Trucks,Dallas,Rush Truck Center,Dallas Light and Medium Duty, 4000IRVING BLV D PO BOX 34630 ATTN:JERI BURGESS DALLAS,TEXAS DALLAS 75247-5816 SAN ANTONIO,TEXAS BEXAR 78265-4630 THIS DEALERSHIP IS LICENSED TO ONLY SELL THE FOLLOWING LINE(S)OF NEW MOTOR VEHICLES: SCHOOL BUSES:BS-Bus,Mid Bus:SS-Bus,COLLINS:BS-Bus,Cummins Diesel Engine:EN-Engine,FORD:LT-Light Truck,FORD MEDIUM TRUCK:MT-Medium Truck ADDITIONAL LOCATION(S):For used vehicle sales only HAVING SATISFIED THE APPLICABLE REQUIREMENTS OF CHAPTER 2301 OFTHE TEXAS OCCUPATIONS CODE,CHAPTER 503 OFTHE TEXAS TRANSPORTATION CODE, AND THE RULES OF TIIE BOARD, THE PERSON NAMED ABOVE IS HEREBY LICENSED WITH THE TEXAS DEPARTMENT OF MOTOR VEHICLES,MOTOR VEHICLE DIVISION. Daniel Avitia,Director Texas Department of Motor Vehicles Motor Vehicle Division WARNING:PENAL CODE SECTION 37.10,PROVIDES THAT TAMPERING WITH A GOVERNMENTAL RECORD IS AN OFFENSE PUNISHABLE AS A SECOND-DEGREE FELONY, .^ Indiana Secretary of State Dealer License Certificate THIS LICENSE MUST BE DISPLAYED CONSPICUOUSLY. a � THIS LICENSE IS NOT TRANSFERRABLE THIS LICENSE IS VOID IF ALTERED The licensee Honied below is authorized to engage In the business activity indicated by the license type at the location listed below: LICENSE TYPE ISSUE DATE I EXP DATE DEALER NEW 11310i1 1 /' 1/20,1 INSURANCE COMPANY POLICY NUMBER (INSURANCE CO OF THEE STATE CE PA CA 709,3355 DEALER NAME AND ADDRESS INSURANCE EXP DATE RUSH TRUCK CENTER- INDIA APC'LI 111 11 C1 1325, W THO PSON ROAD COUNTY INCIA APOLIS, IN 46217 MA ION - WEST OWNER NAME DEALER # LICENSE FEE IIILLIAM MAURICE RUSH 1 000� 1S 130.00 SIGNATURE OF SECRETARY OF STATE 0 0 0 0 0 0 1 338 21/31 85170 FienewLicensa• "^ w Indiana Selrefarryy a1 Stale Connie Lawson Indiana,Secretary 1 Aote0ealerSelslCINOtelllon sEmElwErcrlrArt Auto Dealer Services Division 1 302 Room E'018 hinglon81ree1 , Room E018 Rachaei EhIICh 012 eat WashinOden Street , IodlanapaIls.IN 46204 RECEIPT DIRECT" Reern E-018 a E1E �11� PArnwEri IL Indianapolis, � '4III Imrolce Number Amount Date RUSH TRDCA CENTER-INDIANAPOUS DOOODD183821 30,00 0011312018 ' 1325WTMOMPSONRO a e NYDIANAMUS.IN 4821] Oeeler Number 1400013 f SECRETARY OF STATE ITEM PRICE CITY EXT.PRICE Renew License S30.0e 1 S30.ee STATE OF INDIANA Invoice Grand Total 30-00 Auto Dealer Services Division ; Connie Lawson Rachalel Ehiich SECRETARY OF STATE DIRECTOR ! E ! 1 E 1 RUSH TRUCK{CENTER-INDIANAPOLIS 1325 W THOMPSON ROAD ; INDIANAPOLI'S, IN 45217 E e' E 1 0000001338211318wao Invoice- , Page 1 Ford Motor Company Select Dealer Region Office 1320 Babcock Street Melbourne, Florida 32901 August 2 , 2019 Buyboar'd Cooperative Purchasing 12007 Research Blvd. Austin, TX 78759 To Whom it may concern: Pursuant to Proposal Invitation . 1-19 Vehicles, Heavy DutyTrucks, Parts an Service Labor— Rush Truck Centers of Texas LP and the attached us Truck Centers av the approval from r t r Company to sell, service, andrepresent our brand in the following states and regions. (See attached) Rush Truck enters is a dealer network in good standing with rMotor Company, please contact s if you need further authorization or information. Sincerely, Ford Motor Company ,� Select ler Region Robert L. Hathaway Commercial Truck Department 321.301.0239 To Whom it may concern August 29th® 2019 Page 2 0 California Ceres...................................833-780-3945 Whittier.................-..—..........� 877-605-7623 SanDiego...............................866-7104,297 San Diego (Ford) ... .............�800-710-4297 Colorado Denver Medium-D-uty......� 800-525-21,13 Florida Orlando Liglit., and Nevada Las Vegas........ ........................800-83 1-2594 Ohio Cincinnati .................. ........- 800-680-3491 Oklahoma Oklahoma City.....,-............ 800-375-6529 Texas Dallas Light- and Medium-Duty.................... 800-442-7416 ............ .................. ............ Navistar, Inc 2701 Navistar Drive Lisle, IL 60532 Company Name 8/29/2019 To Whom it may concern Buyboard Cooperative Purchasing 12007 Research Blvd. Austin,TX 78759 To Whom it may concern: Pursuant to Proposal Invitation No. 601-19 Vehicles, Heavy Duty Trucks, Parts and Service Labor Rush Truck Centers of Texas LP and the attached Rush Truck Centers have the approval from Navistar, Inc. to sell, service, and represent our brand in the following states and regions. (See attached) Rush Truck Centers is a dealer network in good standing with Navistar, Inc., please contact us if you need further authorization or information. Sincerely, I-rl 4Z Navistar, Inc Brian Bowles 331-332-5005 To Whom it may concern 8/29/2019 Page 2 Georgia Adairsville(Parts)..................470-313-3100 Atlanta......................................800-229-4,488 Ohio Augusta....................................8,66-826-2424 Aluon........................................800-441-20(K) Blackshear...............................800-551-1118 Ciricinnati................................800-680-3491 Columbus................................888-926-2393 Clevelajid.................................8,00-362-1024 Doraville...................................800-328-6136 Columbus................................800-331-5035 Gainesville...............................800-785-04,75 Dayton......................................M)O-325-4497 Macon................. ...................888-926-2398 Litna..........................................8,0(,")-824--1848 Springfield(Parts/Seivice).937-f�88-21(X,) Smyrna............ ........................R(M-948-50,44 Utah Mon.................. ....................229-472-152(M Farr West(Parts/.Service)...801-MA-66W Valdosta........ .........................866-892-9635 Salt Lake City........................888-497-0770 Idaho Springville................................8(i,6-891-8282 Boise..........................................800-541-3645 Si.George................................435-414-2700 Idaho Falls.............. ................888-877-5444 Mirginia Lewiston...................................800-473-4o7q Chester.......I.............................804-414-32W Twin Falls.................................800-7.34-4266 Fredericksburg 111illois (Rarts/Service)........................540-735-3000 Bloomington....................—.86(S-684-390 1 Richmond....,........... ..............800-966-7571 Carol Strea m.........................630-9,09-2400 Champaign.................... .......888-759-'7259 Chicago....................................708-29.5-5800 Effingham................................800-6(X)-7611 Huntley.....................................8(X)-W)-9370 Joliet...........................................800-955-8789 Quincy.....................................800,373-1518 Springfield...............................800-214-3349 Indiaiia Cary...........................................800-367-1535 Indianapolis............................800-783-68�69 Missouri St.Louis....................................800-264-46 526 St. Peters..................................800-8.49-64(X) North Carolina Asheville..................................800-222-0848 Charlotte..................................800-487-2009 PLA-nmr Al r,r, Isuzu Motors America 1400 S. Douglas Road Suite 100 Anaheim, CA 92806 8/29/2019 To Whom it may concern Buyboard Cooperative Purchasing 12007 Research Blvd. Austin,TX 78759 To Whom it may concern: Pursuant to Proposal Invitation No.601-19 Vehicles, Heavy Duty Trucks, Parts and Service Labor— Rush Truck Centers of Texas LP and the attached Rush Truck Centers have the approval from Isuzu Commercial Truck of America, Inc. to sell, service,and represent our brand in the following states and regions. (See attached) Rush Truck Centers is a dealer network in good standing with Isuzu Commercial Truck of America, Inc., please contact us if you need further authorization or information. Sincerel , f� Isuzu Motors America Chuck W. Hjerpe Chuck.hjerpe@icta-us.com 714-935-9300 To Whom it may concern 8/29/2019 Page 2 In California Fontana Medium-Duty...... 800-905-7383 Whittier................................ 877-605-7623 Colorado Denver................................ 888-895-7383 Florida Orlando................................800-775-7383 Orlando North (Parts/Service/ Used Trucks)........................407-292-3515 Orlando South....................407-403-5300 Georgia Atlanta ..................................800-229-4488 Columbus............................888-926-2393 Doraville.................................800-328-6136 Tifton(Tarts/Service)..........229-472 5200 Smyrna.................................800-948-5044 Kansas Kansas City............................87'7-882-6175 North Carolina Charlotte..............................800-487-2009 Ohio Cincinnati .............................800-680-3491 Columbus............................800-331-5035 Dayton.................................800-325-4497 Oklahoma Oklahoma City.............._....800-375-6529 Texas Austin....................................888-243-6241 Corpus Christi.....................855-234-1154 Dallas Light-and Medium-Duty.....................800-442-7416 El Paso.................................800-874-8785 Sealy.......................................888-869-6197 Texarkana...............................800-954-6717 Waco......................................800-274-1988 A Toyota Group Company August 29, 2019 To whom it may concern: Buyboard Cooperative Purchasing 12007 Research Blvd. Austin, TX 78759 Regarding: Proposal Invitation No. 601-19 Vehicles, Heavy Duty Trucks, Parts & Service Labor Rush Truck Centers of Texas L.P. and the Rush Truck Centers locations list below are authorized Hino Trucks Dealers and/or Parts and Service Providers; which are all in good stand with Hino Trucks. Hino ks Truc Dealership DBA NAME ADDRESS CITY ST M PHONE Rush Truck Centers of Califomia,Inc. Rush Medium Duty Truck Center,Fontana 15463 Valley Blvd Fontana CA 92335 (909)823-7080 Rush Truck Centers of Arizona,Inc. Rush Truck Center,Phoenix 9600 West Roosevelt Street Tolleson AZ 85353 (602)422-8100 Rush Truck Centers of Arizona,Inc.. Rush Truck Center,Tucson 755 East 44th St. Tucson AZ 85713 (520)884-5870 Rush Truck Centers of California,Inc. Rush Truck Center,San Diego 8464 Miramar Rd. San Diego CA 92126 (858)566-2605 Rush Truck Centers of Oklahoma,Inc. Rush Truck Center,Oklahoma City 8700 West 1-40 Oklahoma OK 73128 405-782-3510 Rush Truck Centers of Oklahoma,Inc. Rush Truck Center,Tulsa 6015 South 49th West Ave. Tulsa OK 74107 (918)446-3307 Rush Truck Centers of Texas L.P. Rush Truck Center,El Paso 12253 Gateway West El Paso TX 79936 (915)778-6435 Rush Truck Centers of Georgia,Inc. Rush Truck Center,Atlanta 2560 Moreland Ave. Atlanta GA 30315 (678)420-7500 Rush Truck Centers of Georgia,Inc. Rush Truck Center,Doraville 2500 Button Gwinnett Drive Atlanta GA 30340 (770)925-8541 Rush Truck Centers of Georgia,Inc. Rush Truck Center,Smyrna 2120 Atlanta Rd. Smyrna GA 30080 (770)431-9452 Rush Truck Centers of North Carolina,Inc. Rush Truck Center,Charlotte 3510 Jeff Adams Dr. Charlotte NC 28206 (704)596-3500 Rush Truck Centers of Virginia,Inc. Rush Truck Center,Chester 1521 West Hundred Road Chester VA 23836 (804)414-3200 Rush Truck Centers of Florida,Inc. Rush Truck Center,Jacksonville 5175 West Beaker St. Jackson ill FL 32254 (904)783-6170 Rush Truck Centers of Kansas,Inc. Rush Truck Center,Kansas City 11525 South Rogers Rd. Olathe KS 66062 (913)764-6000 Rush Truck Centers of Illinois Inc. Rush Truck Center,Bloomington 2116 N.Main Normal It.. 61761 (309)452-7427 Rush Truck Centers of Texas L.P. Rush Medium Duty Truck Center,Dallas 4200 Irving Bkd. Dallas TX 75247 (214)905-9212 Rush Truck Centers of Texas L.P. Rush Truck Center,Austin 16870 South IH 35 Buda TX 78610 (512)312-1146 Rush Truck Centers of Texas L.P. Rush Truck Center,Corpus Christi 3001 IH 69 Access Road Robstown TX 78380 (361)726-4800 Rush Truck Centers of Texas L.P. Rush Truck Center,Houston 10200 North Loop E Houston TX 77029 (713)495-6300 Rush Truck Centers of Texas L.P. Rush Truck Center,Houston Northwest 6949 Fairbanks North Houston Road Houston TX 77040 3462035100 Rush Truck Centers of Texas L.P. Rush Truck Center,Pharr 4700 North Cage Blvd. Pharr TX 78577 (956)782-4511 Rush Truck Centers of Texas L.P. Rush Truck Center,San Antonio 8922 IH-10 East San Anton TX 78219 (210)835-2200 Rush Truck Centers of Texas L.P. Rush Truck Center,Texarkana 1931 N.Kings Highway Nash TX 75569 (903)838-5750 Rush Truck Centers of Texas L.P. Rush Truck Center,Waco 1247 Sun Valley Blvd. Robinson TX 76706 (254)662-5400 Rush Truck Centers of Idaho,Inc. Rush Truck Center,Boise 770 W.Amity Road Boise ID 83705 (208)342-7711 Hino Parts and Service Provider DBA NAME ADDRESS CITY LT M PHONE Rush Truck Centers Of Texas L.P. Rush Truck Center,Amarillo 8000 1-40 East Amarillo TX 79118 (806)373-5444 Rush Truck Centers Of Texas L.P. Rush Truck Center,Lubbock 4515 Avenue A Lubbock TX 79404 (806)747-2579 Rush Truck Centers of Georgia,Inc.. Rush Truck Center,Columbus 1600 Box Road Columbus GA 31907 (706)780-7200 Rush Truck Centers of Georgia,Inc. Rush Truck Center,Tifton 18 Union Industrial Way Tifton GA 31793 (229)472-5200 Rush Truck Centers Of Texas L.P. Rush Truck Center,Laredo 10216 Union Pacific Blvd. Laredo TX 78045 (956)724-7383 Rush Truck Centers of California,Inc. Rush Truck Center,Los Angeles 8830 East Slauson Avenue Pico River CA 90660 (562)566-1800 Should you have any further questions, please do not hesitate to contact me at 248-763-9719. Mark Dysarz Sr. Manager of Dealer Development Hino Motors Sales U.S.A., Inc. M Bino motors Selo:,.,U.q.A.,If C- 45 1 wur,.lve iglHe kyr~ad,1v10"J N41 43377 N Greif 248 699'-93oo Fax 7L8 C>>99-)c.;-c W,vvavv.hin().0 Ofil Peterbilt Motors Company 1700 Woodbrook St Denton,TX 76205 8/29/2019 To Whom it may concern Buyboard Cooperative Purchasing 12007 Research Blvd. Austin,TX 78759 To Whom it may concern: Pursuant to Proposal Invitation No. 601-19 Vehicles, Heavy Duty Trucks, Parts and Service Labor— Rush Truck Centers of Texas LP and the attached Rush Truck Centers have the approval from Peterbilt Motors Company to sell, service, and represent our brand in the following states and regions. (See attached) Rush Truck Centers is a dealer network in good standing with Peterbilt Motor Company, please contact us if you need further authorization or information. Sincerely, Peter It Motors Company Jim incent Jim.vincent@paccar.com 940-591-4189 To Whom it may concern 8/29/2019 Page 2 4mv Texas Alabaina Abilene.................................800-542-7750 Mobile..................................800-239-4608 Amarillo ..............................800-692-4719 Arizona Austin...................................888-243-6241 Flagstaff(Parts/Service).......800-826-8153 Beaumont...........................833-556-8486 Phoenix ..............................800-873-8372 Brownsville............................ 800-607-7383 Tucson....................................800-882-5870 College Station....................800-540-7383 Yuma .......................................866-710-4298 Corpus Christi......................855-234-1154 California Cotulla(Parts/Service) .......844-956-1470 Fontana.................................800-359-1639 Dalhart(Parts/Service').......866-987-3254 Fontana Medium-Duty.......800-905-7383 Dallas.....................................800-256-7383 Long B each(Parts).............424-378-7050 Dallas Nledium-Duty.........866-905-4466 Los Angeles..............................SOO-776-3647 El Paso...................................800-874-8785 San Die go...............................866-710-4297 Fort Worth .............................800-456-5229 Sylmar......................................800-300-8789 Houston................................800-580-7383 Whittier(Paits/Service).......877-605-7623 Houston Medium-Duty......844-766-8538 Colorado Houston Northwest ............866-340-7383 Colorado Springs ...............833-849-3005 :are ................................800-259-1738 Denver.................................888-895-7383 Greeley.................................888-905-7383 Lubbock.............................888-987-2458 Pueblo...................................866-543-7830 Lufldn..................................... 800-259-5738 Florida Odessa..............................._866-593-9426 Haines City..........................800-521-7383 Jacksonville........................... 898-783-6170 Pharr...................................888-901-7383 Jacksonville East..................888-441-7309 San Antonio 800-299-7382 Lake City............................... 800-356-0931 ......................... Orlando................................800-77:5-7383 Sealy....................................... 888-869-6197 Orlando South....................407-403-5300 Texarkana..............................800-954-6717 Tampa .................................... 800-575-7383 Kentucky Tyler.......................................800-825-4799 Bowling Green....................844-264-8165 Victoria................................833-460-9578 Neva,da Waco .....................................800-274-1988 Las Vegas...............................800-831-2594 New Mexico Albuquerque ........................800-357-6643 Farmington...........................844-565-8300 Las Cruces............................575-528-5400 OkJahonia Ardmore ..............................877-202.-7571 Oklahoma City....................800-375-6529 Tulsa.........................................800-220-0982 Teritiessee Nashville................................ 800-489-7403 Notice Rega,rding Security Interest and Payment of Purchase Price 1. BMO Harris Bank N.A. ("Bank")financed or will finance the acquisition of each vehicle that Rush Enterprises, Inc. and its subsidiaries ("Rush") will in turn sell to you on deferred payment terms ("Vehicle"). Bank's agreement with Rush requires that Bank's security interest in each Vehicle continue until Bank receives the full amount that Bank financed for such Vehicle. Based on that agreement, your purchase of a Vehicle will be subject to Bank's prior, unrelinquished security interest, which will continue until Bank receives the total amount that Bank financed for such Vehicle. 2. By written notice to you, Bank may require you to pay the purchase price for Vehicles directlyto Bank. If you pay any portion of the purchase price for a Vehicle directly to Bank, Rush will credit such payment(s) against the amount you owe to Rush. Rush Limited Warranty NEW PRODUCTS—MANUFACTURER WARRANTIES ONLY. Any warranties on any new product(s) sold by Rush are limited only to any printed warranty provided by the applicable manufacturer of the product. EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS,THE PRODUCT(S)ARE SOLD WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,EACH OF WHICH IS EXPRESSLY DISCLAIMED. USED PRODUCTS—NO WARRANTIES. All used product(s)sold by Rush are sold on an "AS IS,WHERE IS" basis, without any warranties by Rush. EXCEPT FOR ANY MANUFACTURERS' WARRANTIES THAT MAY STILL BE IN EFFECT,ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,ARE EXPRESSLY DISCLAIMED. LIMITED WARRANTY ON SERVICES. Rush warrants that all services performed by Rush for a customer, including repair, maintenance and installation services ("Services"), will be performed in a good and workmanlike manner("Services Warranty").The Services Warranty is valid for a period of ninety(90)days from the date the Service is completed. Customer's sole and exclusive remedy,and Rush's entire liability, under the Services Warranty is the repair of any nonconforming portion of the Services.RUSH PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. The Services Warranty is strictly limited to Services performed by Rush for customer. Rush does not warrant any services provided by any third-party. Any warranties are solely those that are provided by the third-party service provider. RUSH TRUCK CENTERS OF TEXAS,LP Written Consent of Sole Director In.Lieu of Special Meeting Pursuant to Section 141 of the General Corporation Law of the State of Delaware, the undersigned, being the sole director of Rushtex, Inc., a Delaware corporation (the "Company") and the sole general partner of Rush Truck Centers of Texas LP, a Texas limited partnership(the"Partnership"), in lieu of a special meeting,the notice and call of which are hereby expressly waived, does hereby consent to the adoption of the following resolution: RESOLVED, that Steve Taylor, Vice President, is hereby authorized to execute on behalf of the Partnership any documents required in connection with filing or prosecuting a mechanics lien,until he is no longer employed by the Partnership. Dated effective August 25,2016 W.M."Rusty"Rush BEING THE SOLE DIRECTOR Vendor Name Rush Truck Centers of Texas, LP Contact Drew Neubauer Phone Number 8303025254 Email munisales@rushenterprises.com Website www.rushtruckcenter.com Federal ID 74-2786264 Accepts RFQs Yes Address Line 1 555 IH 35 South,Suite 500 Vendor City New Braunfels Vendor Zip 78130 Vendor State TX Vendor Country USA Delivery Days 90 Freight Terms FOB Destination Payment Terms Net 30 days Shipping Terms Pre-paid and added to invoice Ship Via Common Carrier Is Designated Dealer No EDGAR Forms Received Yes Service®Disabled Veteran Owned No Minority Owned No Women Owned No Is National Yes No Excluded Foreign'Terrorist Orgs Yes No Israel Boycott Certificate Yes Is MWBE No Regions Served All Texas Regions States Served All States Contract Name Vehicles, Heavy Duty Trucks, Police Motorcycles, Parts, and Service Labor Contract# 601-19 Effective Date 12/01/2019 Expiration Date 11/30/2022 Service Fee Note Vehicle purchase orders are subject to a $400 service fee Quote Reference Number Rush Truck Centers of Texas, LP Return Policy Parts - 14 days,Truck sales- no stated return policy 9/29/2021 5:11:50 PM Additional Dealers See Dealer Distributor link for dealer list Additional Info null 9/29/2021 5:11:50 PM �Ruish Truck Center,Dallas Medium Duty TRUCK T Daalllasl TX 5247 Cu'stomer Proposal Letter 214-905-9212 City of North Richland Hills 4301 City Point Dr North Richland Hills,TX 76180 Thank you for trusting us with your business. Please review the proposal below,and if you approve,sign and return to us at your convenience. We look forward to working with you and will continue to do our best to earn your trust now and in the future. //i// 1 Year 2024 Make Hino Model U Stock# TBf3 Serial# TBD Additional Vehicle Details"U,p )WITH 618 YD Dump according to customer previous spec.9r iu es lbase to fit dump body and installation of traits truer package. Extended Warranty on chassis for?yrs=k PAW,EirloWed Engine&Aftertreatment uovemgo for 6yr 5 k gibes,I dae ptus TTL if apptic aMe,FO,B Dallas TX. Quantity Total Truck Price per Unit $164,956.00 $164.956.00 F.E.T.(Factory&Deder Paid) $0.00 Net Sates Price $164.956.00 $164.956.0Q Optional Extended Warranty(' ) State Sates Tax Vehicle Inventory Tax $357.13 $357.13 Dom rnentary Fee $250.00 $250A0 Total Sales Price $165,563.13 Tt 165,563.13 Trade Allowance(see DISCLAIMER Below) Deposit/Down Payment Unpaid)Balance Due on Delivery $165.563.13 $165.563.13 Sales Representative Pee. � 041. Daniel Angolan 1.10. ; Printed Nam Date Purchaser re Printed Na f Tdle Data Accepted by Sales Manager or General Manager re Printed Name Date Quote good until 1012023 Note:The above Customer Proposal is a quotation only. Salle terms subject to approval of Sales Manager of Deaf. DISCLAIMER,Any order based an this Propmal Is subjed be Custom onoulng Deate's standard form Paled Salles Order and obeli rsqui n i documents Inoorpwaerng Im above brms.Any doamentay fees,FET,ste b%tip,rojWdw and loom fees aebject to ad(ushnent and Change.fibs Proposal is based upon Dealer's oum of and'....wW.ftd Inver",which is subject to cho qa.Dealer is not o'b'.tgated b retalln any speft vehicles in dock,nor manntakcr specific Inventory Gavels 00aitrr cttadt not bectdpasdtoNMI Proposal in event quoted valkWipps not Insbckoravdlabto hp requested delivery adwedub.Manufacturer has reserved the right#4 dump the pice to Dealer of anyvel not merentlyin DeaW6dock,mhodnotaxtoDeaI i- and DaMer reserves tra r ft change quotation TOW b reted any prbe Increases from Mmufachoser.Dealer shad not be table for any delay in pmWftg of krokr W to provide Quoted V (;s).Above Rated Trade Value based upon aared appraisal of Trade Vehicle(s).Dager may affjuct Trade Vats ofTraefe VdWp(s)he retet changes i in condition ard/a m 4eage of Trade VeMesQs)beheson tape of aarent apV and acceptance of the Trade Vehicle by Customer. Pt Icetdes subsargrtian period far#of spwW monms 0Oueamers use of PorsWare.SerhCa is governed by Use RushCars user Agreement mated athWAwmiud*uckcm%mwrMu au -mmement M Cusfnmaes use of Toleman SwAoss Is governed by separeA a party license tarns and Rush is not table for to Telematles sandoe."Gap Coverage is invided ad a&athtetared by an Independent V party prwWsr under a separala contract behveen Cudmm sad the 3'fuotypvaAer. r, TRUCKS �� riyC=M ! o%/%/ %rill ii� „ � PR1VN POWERONN � it Yi rnr r ii ry �(ifl��rgilJ"�?ll i�ll�(Nlld�II Y"'�i i � t i l' ri i ............. / ;r r „'i�IIJ'`✓ „�/��`�/%r,I�r//G��r%,�f' /i���� �roi y�j���/i� aI��N�j�����%/���llf�j�i;�j� '' CONVENTIONAL, AWARD WINNING., Prepared By: Daniel Anguiano 214 9059212 X101 anguianod@rushenterprises.com Prepared For: City of North Richland Hills RUSH®DALLAS RUSH TRUCK CENTER,DALLAS 4200 IRVING BLVD DALLAS,TX 75247 Monday,January 9,2023 11:11:49 PM GMT rPrepared For City of North Richland Hills C=M Dealership RUSH-DALLAS Prepared By Daniel Anguiano FTR U G K Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 fA Toyota Group Company mmmw S/O Option Subcategory Description Qty. Series S 9003-006 Model Year and Price List 24.1 MY Price List 1 S 0050-003 Series L Series 1 Base Model O 0100-006 (Base Model L7 1 0 01000-006 Major Model L7 1 S 0102-005 Model Year 2024 Model Year 1 S 0103-001 Axle Configuration 4X2 Axle Configuration 1 Vocation 0 0512-002 Application Straight Truck Vocational 1 O 0515-005 Vocation Dump Body 1 O 0536-005 Cab Type r,aalvan6 d Steel Reinforced Crew Cab 1 O 0530-028 Weight Rating Vehicle 33,000 Lb, 1 0 0533-011 Weight Rating Combination 49,000 Lbs. 1 0 0524-002 Weight Rating Front° Front 13,200 Lbs. 1 0 0527-003 tNeigbt Rating Rear Rear 23,,000 Lbs, 1 Frame Wh lbase 0 2000-253 Wheelbase 253.00 In.Wheelbase 1 0 2001-1408 Useable Cab To Axle/Trunnion 140.8 In.Cab To Axle/Trunnion Dimension 1 Dimension S 2015-097 Frame Rear Overhang 97.00 In. 1 0 2021-013 Front Bumper Single Piece Custom Color Painted Steel 1 S 2048-007 Front Tow Hook LH And RH Frame Mounted Front Tow 1 Hooks Price List 9003-006 Page 2 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills =M Dealership RUSH-DALLAS Prepared By Daniel Anguiano FTRUCKS] Quote Name NRH L7 Crew Cab Dump @ Quote Id 5A95D9E1 A Toyota Group Cmnpmy 5/0 Option Subcategory Description Qty. O 2003-020 Frame Rail Sinale Frame. 7X103X3.1 In,120Kpsl(RBM 1 1,933,200/Rail) S 2024-001 Battery Box Integrated In Drivers Side Step 1 5 0521-001 Chassis Type Clean Chassis Frame 1 Engine O 2750-016 Engine Cummins B6.7,67 Liter,260HP,660 1 Ft/Lbs.Torque S 2792-001 Turbocharger VGTTurbocharger 1 S 2759-005 Engine Starter Starter Delco Remy 31 MT(12 V-4.8KW) 1 O 2762-002 Alternator Delco Remy 35 Si Brushless(12V-135A) 1 5 2768-002 Power Steering Pump Power Steering Pump 1 S 2771-002 Engine Oil Type Shell Oil 1 S 2774-001 Oil Filter Oil Filter 1 5 2780-001 Engine Drain Plug Non-Magnetic Engine Oil Drain Plug 1 S 2801-002 Engine Air Compressor Gear Driven Engine Air Compressor 1 S 2804-001 Air Dryer Bendix AD-IS Air Dryer 1 S 2807-001 Intake Air Warmer Intake Air Warmer 1 S 2810-001 Intake Air Filter Donaldson Intake Air Filter and Service 1 Indicator S 2813-001 Cold Package ,ngine Block I leater '7ith Cable and Cover 1 O 2831-W2 Engine Temperature Shutdown Automatic Engilut ylemii rature Shutdown 1 Cooling System S 3100-004 Engine Cooling System Engine Cooling System And Intercooler 1 5 3103-003 Cooling System Hose Clamps Band Type Hose Clamp 1 S 3106-002 Engine Coolant Engine Coolant 1 S 3115-003 Engine Fan Engine Cooling Fan 1 S 3118-003 Fan Clutch Electronically Controlled Engine Fan Drive 1 bdiaust S 3500-003 Exhaust System Regulation Cummins EPA 2021 GHG Phase 2 1 Regulation Exhaust DPR-SCR Price List 9003-006 Page 3 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS Prepared By Daniel Anguiano TER U C K Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota QroW Comparry S/O Option Subcategory Description Cur. S 3503-007 Exhaust System Crimmins Inline DOC,DPF and SCR Beneath 1 Cab RH Horizontal Ta pV p#R 5 3506-003 Exhaust Brake Cummins VGT Exhaust Brake 1 S 3509-006 DEF Tank Heated DEF Tank 7.4 Gallon Frame 1 Mounted Forward of Passenger Steps 5 3512-001 DEF Tank Cap DEF Tank Cap 1 Transmission S 3753-002 Transmission Shift Type Automatic Shift 1 O 3750-001 Transmission Allis,)n30OURIDS Automatic Tran qrilssion 1 With PTO Provision S 3765-002 Transmission Shift Selector Push Button Electronic Shift Selector-Dash 1 Mounted O 3756-008 PTO Port Location Both 4 And 8 O'clock-RH Blocked 1 S 3762-006 Allison FuelSense® GHG-21 Allison Neutral At Stop 1 O 3763-223 Allison Vocational Package Allison Vocational Package Number 223 1 O 3767-002 Transmission Fluid Synthetic Transmission Fluid-Automatic 1 Transmission S 3768-004 Transmission Oil Cooler Transmission Oil Cooler-Separate Type 1 Driveiine O 4000-007 Drive Shaft Dana Spicer SPL 140 Main Driveline With 1 Half Round Yokes Suspension-Front O 4500-012 Front Suspension 14K Lbs.Tapered Leaf 1 5 4503-001 Front Suspension Shock Absorber Shock Absorber 1 Front Axle O 4300-012 Front Axle Meritor MFS1414k Lbs,Front Axle 1 S 4306-001 Front Axle Lubrication Synthetic Front Axle Lubrication 1 S 4312-002 Front Axle Hub Bearing Front Axle Hub Bearing-Torque Type I O 4318-004 Power Steering Reservoir 2.44 Qt.Power Steering Reservoir 1 S 4324-003 Steering Gear Single ZF TRW TAS 85 Steering Gear i Price List 9W3-006 Page 4 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS -- Prepared By Daniel Anguiano TR U C K Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota OmW Company S/O Option Subcategory Description Qty. Suspension-sear 0 5100-030 Rear Suspensiori Hendridwin Comfort Air 23K Lb,,Xr 1 Suspensbon-Severe Duty 0 5103-002 Rear Suspension Shock Absorber Shock Absorber 1 0 5115-001 Rear Height Control Valve Single Rear Height Control Valve 1 Rear Axle 0 4750-019 Rear Aw It? Meritor RS2S-1 60 25K Lbs.Rear Axle 1 0 8551-002 Differential Lock And Controls Driver Controlled Rear Differential Wck 1 S 4759-001 Rear Axle Lubrication Conventional Rear Differential Gear 1 Lubricant 0 4762-045 Rear Axle Ratio 5.63 Rear Axle Ratio 1 Brakes 0 5500-01 l ABS And Safety Systems Wabco 4S/4M ABS Without Automatic 1 Traction Control System 0 5528-001 Service Brake System Type Air Bra)°- 1 0 5503-010 Front Axle Brake Type Air Meritor 16.5X5 Conventional Drum 1 0 5506-005 Front Axle Brake Chambers Type 20 MGM Service Chambers 1 0 5513-002 Front Axle Slack Adjusters 5.50 Inch Bendix Slack Adjusters 1 0 5509-011 Rear Axle Brake Type Air Meritor Conventional Drum 16.5X7 1 0 5512-006 Rear Axle Brake Chambers Type 30/30 Wabco DDSB Chambers 1 0 5514-002 Rear Slack Adjusters 6.00 Inch Bendix Slack Adjusters 1 S 5530-001 Service Brakes Circuit Service Brakes Circuit-Straight Truck 1 0 5533-002 Parking-And Emergency Brake Parking and Emergency Brake 4X2 Straight 1 Truck 0 5539-003 Air Reservoirs Dual 9 Gallon Steel Air Tanks 1 S 5545-002 Air Reservoir Drain Valves Petcock Valve On All Tanks 1 Electrical S 6000-003 Battery (2)Exide Group 31 Batteries(600 CCA X 2) 1 S 6003-001 Chassis Wiring Chassis Wiring 1 Price List 9003-006 Page 5 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS �.._.N Prepared By Daniel Anguiano T'R C S* Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 AToyota Group Company I S/® Option Subcategory Description Qty. 0 6006-002 Battery Disconnect/Jump Studs Battery Disconnect Switch And Jump 1 Studs Located On Battery Box S 6009-004 Cruise Control Cruise Control Without Adaptive Cruise 1 Control 0 6015-001 Headlights LED Headlights 1 S 6030-001 Clearance And Identification Lights Clearance And Identification Lights 1 5 6033-001 Stop/Turn/Tail And Back Up Lights Combination Type Stop/Turn/Tail/Back-Up 1 Lights S 6042-002 Reverse Lamp Reverse Lamp-Straight Truck 1 5 7396-003 License Plate Bracket License Plate Bracket Lamp 1 0 6045-001 Back Up Alarm Back Up Alarm 1 Fuel System 0 6500-007 FuelTank Recwngular70Gallon AkaMntjm Fuel Tank 1 Driver's Side S 6506-001 Fuel Tank Cap Non Locking Fuel Tank Cap 1 S 6510-003 Fuel Water Separator Promotion Fuel Water Separator -24MY Promotion 1 S 6509-003 Fuel Water Separator Davco Fuel PraO 245 Fuel Water Separator 1 With Electric Pre-Heater Wheels And Tires 0 6703-013 Front Tire Bridgestone Rib 11 R22.5 R250HZ H-Load 2 Range-16 S 6709-001 FrontWilrel 22.5x8.25 Wtlite Powdered Coated Steel 2 Accuride 0 6715-018 RearTire Bridgestone Lug 11 R22.5 M77OZ H-Load 4 Range-16 S 6721-003 Rear Wheet 22.5x8.25 White Powder Coated Steel/White, 4 Powder Coated Steel Accuride S 6731-001 Valve Caps Nickel-Plated Brass Valve Caps 1 Cab Extedor S 7300-002 Exterior Cab Accessories Paint Protection Tape 1 0 7312-003 Front Air Spoiler Black Front Air Spoiler-Under Bumper 1 Price List 9003-006 Page 6 of 17 Monday,January 9,2023 11:11.49 PM GMT Prepared For City of North Richland Hills MDealership RUSH-DALLAS M Prepared By Daniel Anguiano [T:R::k C: K S Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 Toyota Group CWWW S/0 Option Subcategory Description 0 7324-007 Exterior Grab Handle Driver's And Passenger We Exterior Entry 1 Grab Handle-Front and Rear S 7333-001 Hood Single Piece Polyester And Glass Sheet 1 Molded S 7339-001 Grille Grille Chrome Plated Plastic Horizontal Bar 1 S 7357-001 Hood Tilt and Latch Hood Tilt Assist And Latch 1 S 7336-001 Fender Mounted Turn Lamp Front Fender Mounted Turn Lamp 1 S 1527-001 Cab Suspension Cab Suspension Mounting-Rubber 1 S 7342-001 Windshield Laminated Windshield 1 S 7345-001 Windshield Wipers Intermittent Windshield Wipers 1 S 7348-002 Windshield Washer Fluid Reservoir Washer Fluid Reservoir 1 S 7354-001 Rear Window Rear Window 1 0 7369-002 Primary Side View Mirrors IRemote Black Primary Side Mew Mirror 1 Upper Flat Lower Convex,Heat,H r S 7372-001 Mirror Stay Black Primary Side View Mirror Stay-Fixed 1 0 7378-002 Door Look Down Mirror Convex Passenger Door Mounted Look 1 Down Mirror Cab Interior S 8200-002 Interior Cab Trim Full Interior Cab Trim With Lower Rear Trim 1 S 8205-001 Center Dash Panel Center Dash Switch Panel 1 S 8212-001 Overhead Storage Overhead Storage Driver And Passenger 1 Side S 7351-001 Sun Visors Driver and Passenger Interior Sun Visors 1 S 8224-001 Floor Mat Vinyl Floor Mat And Heat/Noise Insulation 1 0 8320-009 Door Locks and Window Controls Power Door Locks and Power' inflow 1 Control-Front grid Rear S 8323-001 Interior Door Handle Interior Door Handles-Black 1 0 8326-002 Exterior Door dour ExteriorCab Doors 1 0 8245-002 Horn Electric And Air Horn 1 S 8254-002 Entertainment System Denso Ten Radio CD,FM,AM,Bluetooth, 1 Clarion Antenna Price List 9003-006 Page 7 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS _... Prepared By Daniel Anguiano "['" Quote Name NRH L7 Crew Cab Dump=CK S Quote Id 5A95D9E1 A Toyota Group Comp-y 5/0 Option Subcategory Description Qty. S 8257-001 Speakers Densa Ten 10 Watt Speakers-Driver And 1 Passenger S 8239-001 Steering Wheel Steering Wheel 1 S 8248-001 Cup Holders Dash Mount Medium Cup Holder 1 S 8242-001 Steering Column Steering Column With Tilt And Lock 1 S 8260-002 Cigarette Lighter Center Mount 12V/120W Accessory 1 Receptacle S 8263-001 USB Charging Port Dash Mounted 2.1 Amp USB Charging Port 1 S 8269-001 Cab Heater And Air Conditioning Heater And Air Conditioning Controls 1 Controls S 8275-001 Cab Air Inlet Filter Cab Air Inlet Filter I S 8281-001 Cab Heater Cab Heater 1 O 8284-002 Rear Air Conditioner Rear Air Conditioning 1 O 8287-004 Cab Rear Heater Rear Heater 1 S 8296-001 Drivers Seat National 4 Way Adjustable High Back Vinyl 1 Air Suspension RH Arm Rest S 8299-004 Passenger Sean CVG 2/3' +idth Vinyl Two Man Bench 1 O 8302-004 Rear Seat Vint(Rear Bench Seat 1 O 8312-004 Rear Seat Belts 3-Point Seat Belt Gray,Center 3-Point Gray 1 S 8311-002 Front Seat Belts Driver And Passenger 3-Point Seat Belt 1 Black,Center Black S 8314-002 Seat Belt Warning Seat Belt Warning-Driver's Seat 1 O 8227-005 Interior Dome Lamp Interior Dome Lamps Crew Cab 1 S 8329-001 Number Of Keys Two Keys 1 "" O 8335-002 Interior Grab Handle Interior Grab Handles 26 In.A Pillar RH/LH 1 And 14 In.B Pillar RH/LH-Front/Rear O 8347-005 Window Controls Window Control-Power Front and Rear 1 O 8368-002 Fire Extinguisher 2.5 Lb.Fire Extinguisher 1 O 8371-002 Safety Triangle Safety Triangles 1 Instruments And Controls S 8500-001 Instrument Cluster Electronic Instrument Cluster 1 Price List 9003-006 Page 8 of 17 Monday,January 9,2023 11:11.49 PM GMT Prepared For City of North Richland Hills MDealership RUSH-DALLAS j Prepared By Daniel Anguiano 46LT:R�7UQuote Name NRH L7 Crew Cab Dump art�m�c�,�„ Quote Id 5A95D9E1 4 S/O Option Subcategory [description Y. S 8533-001 Hour Meter Hour Meter 1 S 8536-001 Parking Brake Warning Alarm Parking Brake Warning Lamp 1 S 8539-001 Coolant Level Warning Alarm Coolant Level Warning 1 O 8545-002 Trailer Hand Brake Trailer Control Hand Valve-Straight Truck 1 Paint S 8900-001 Paint Single Paint Color-Existing Solid Paint 1 Color 0 8903-136 Primary Cab Paint Color Imron Gray(L0429EW) 1 S 8904-000 Secondary Paint Color Secondary Paint Color Match Primary Cab 1 Paint Color 0 8907-216 Bumper Color lmron SoNd Gray(1-3483) 1 0 8905-002 Paint Process Axalta EW Quality Automotive Paint-Dual 1 Stage S 8909-001 Chassis Paint Powder Coat-No Chassis Paint 1 Sales Administration 0 9050-84224 Dealership RUSH-DALLAS-84224 0 S 9022-002 Freight L Series Freight Charge 1 S 9008-001 Cummins Material Surcharge Cummins B6.7 Material Surcharge 1 S 9009-001 Owner's Manual Owners Manual 1 S 9011-001 Price Protection No Price Protection 1 S 9026-009 Freight and Material Surcharge Material and Freight Surcharge 1 S 9010-001 Hino Freight Surcharge No Hino Freight Surcharge 1 Warranty And Additional Services S 9900-001 Chassis Warranty Base Chassis Warranty-2 Years/Unlimited 1 Mileage 0 9920-069 Hino Max Extended Chassis Hino Max Coverage Platinum-7Yr/300,000 1 Warranty Miles 0 9901-031 Engine Warranty- Extended Base Plus Extentlad Engine Warranty R6,7- 1 Warranty Prices Subject To Change Plan 1-6'Years/250,000 Mile; At Time Of DTU. 5 2500-001 Emissions Warranty Type Non-CARB State Emissions Warranty 1 Price List 9003-006 Page 9 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLA5 -EUC Prepared By Daniel Anguiano Quote Name NRH L7 Crew Cab Dump i AToyotaej upComparry Quoteld5A95D9E1 S/O Option Subcategory Description Qty. S 9903-001 Emissions System Warranty EPA Emissions System Warranty-5 Years/ 1 100,000 Miles O 9902-033 Aftertreatment Warranty-Extended Base Plus Extended Aftertreatment System 1 Warranty Prices Subject To Change Warrant/B6.. -Plan 1 -6 Years/25QOLYJ At Time Of DTU. S 9905-002 Cab Warranty Cab Warranty-5 Years/(Aimited Mileage 1 S 9906-001 Transmission Warranty Allison ROS Tiansmission Warranty-5 Yea1s 1 /Unlimited Mileage S 9904-002 Frame Rail and Crossmember Frame Rails and Crossmember Warranty-5 1 Warranty Years/Unlimited Mileage S 9915-002 HinoWatch Roadside Assistance HinoWatch Roadside Assistance Program-3 1 Program Years 5 6082-004 Hino Telematics Hino Edge Connected Vehicle-5 Year 1 Subscription Price List 9003-006 Page 10 of 17 Monday,January 9,2023 11:11.49 PM GMT i Prepared For City of North Richland Hills Dealership RUSH-DALLAS Prepared By Daniel Anguiano ET�Rjd C�KS Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota Croup Comparry Peifomana" Top Speed Gradeabiliry 15% Cruise Speed 65 MPH Lowest Gear Startability 15% First Highway Gear Startability 12% Body Weight 0 Ib Body Length 0 ft Body to Back of Cab 5 in Price List 9003-006 Page 11 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS _.— Prepared By Daniel Anguiano R_UC K Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota(ip Compr ......................N Launch Gradeability Low Speed Gradeabi1'61 32 224% 22.44% 14.611a PH,8 corty,eff.grade 65 60 55 50 45 40 V a 35 IA E 30 25 x 20 15 10 5 0 1. 10 Grade M dmum Grade W Top Speed (MPH) Gear 1.04 65 CUstomer Requested Operating Speed 6L 8 29.14 2C 9 27.45 2C 10 26.06 2C Price List 9003-006 Page 12 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS Prepared By Daniel Anguiano =RU CKS Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9Ei A Toyota Group company it.0 10 15 4o so �� //t,�� 1 raj'! 100 01 / MPHR x 65 1951 Top Speed 80 MPH Cruise Speed 65 MPH Minimum of Operating Range 25 MPH Maximum of Operating Range 86.6 MPH Minimum of Economy Range 50 MPH Maximum of Economy Range 66.6 MPH Price List 9003-006 Page 13 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS Prepared By Daniel Anguiano Quote Name NRH L7 Crew Cab Dump Quote Id 5A95 D9E 1 A TOYOM GmW Company 2.600- 2,400- 2,200- 2,000- 1.800- 2 L 3 L 4L SL 6L Peak Torque 1,600...............................—.... .............. ................ ............................................... C9 1.400- 1,200- 11000- 800- 6001 i 20 3 1 0 40 90 -6T0 A 80 90 MPH Gear in MPH Max MPH Cruise RPM Rear Axle Ratio Transmission Ratio 2 L 8.73 30.28 5581.47 5.63 1.86 3L 1152 39.94 4231.11 5.63 1.41 4L 16.25 56.32 3000.79 5.6.3 1.0 5 L 21.66 75.09 2250.59 5.63 0.75 6L 24.99 86.64 1950.51 5.63 0.65 Price List 9003-006 Page 14 of 17 Monday,January 9,2023 11:11.49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS v Prepared By Daniel Anguiano Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota(harp Comp-y msy ♦♦♦ / ♦ / 1 N 1 / / n Turning Radius 337" r Curb Turning Radius 3317" Wall Turning Radius 354" f Turning Diameter 67"2' Curb Turning Diameter 67"2' Wail Turning Diame r 7W7" Turning Radius 337" Turning Diameter 672" Curb to Curb Turning Radius 337" Curb to Curb Turning Diameter 67'2" Wall to Wall Turning Radius 354" Wall to Wall Turning Diameter 707" Price List 9003-006 Page 15 of 17 Monday,January 9,2023 11:11:49 PM GMT Prepared For City of North Richland Hills =M Dealership RUSH-DALLAS Prepared By Daniel Anguiano L-TR U C=KS Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota Group Company, � r rN : b' p�ta aF�:ah Ca6Ettl�F Fr MAYk 6fQb FE] Cab t° arA __. e gym.::...... ...u. vn. ®rnerC� FU F Front Axle bear Axle Total Weight Chassis(Factory Options) 7,998.8 4,897.8 12,896.6 Local Options 0 0 0 Body Options 0 0 0 Dealer Options 0 0 0 Body(From Requirements) 0 0 0 Payload 0 0 0 Total Load 7,998.8 4,897.8 12,896.6 Total Rating 12,033 20,967 33,000 *Chassis weight shown is a wet weight and does not include driver. Weight Rating Rating Weigiht Obs) GVWR 33,000 GCWR 49,000 Price List 9003-006 Page 16 of 17 Monday,January 9,2023 11:11.49 PM GMT Prepared For City of North Richland Hills Dealership RUSH-DALLAS Prepared By Daniel Anguiano R-U-C-K S] Quote Name NRH L7 Crew Cab Dump Quote Id 5A95D9E1 A Toyota�p Company �I . a m a mrm c-m rsNx.cc — ._._.. Y'WGrvwaq!ba.re aaarMoaoayp. .. Bumper To Back Of Cab 152.8 in Cab Height 69.7 in Driver Center Of Gravity 49.6 in Cab To End Of Frame 237.8 in Cab To Rear Axle 140.8 in Front Axle to Back of Cab 112.2 in Overall Height 106.7 in Overall Length 390.6 in Overhang 97.0 in Unladen Frame Height 39.0 in Wheelbase 253.0 in Price list 9003-006 Page 17 of 17 Monday,January 9,2023 11:11.49 PM GMT DaBte 9/23/2022 1 Warren Truck and Trailer, LLC Phone (888)734-44.00 15768 US HIGHWAY 271 NORTH Fax (903)379-4400 Talco TX 75487 WarrenTruckAndTrailer.com m, a`%%/� /,l��%i%lll /�%%/,��� RUSH ENTERPRISES/RUSH TRUCK CENTER RUSH ENTERPRISES/RUSH TRUCK CENTER DANIEL ANGUTANO RUSH MEDIUM DUTYTRUCKS RUSH MEDIUM DUTY TRUCKS (214)624-9103 Ext.0000 4200IRVING BLVD 4200IRVING BLVD DALLAS TX 75247 DALLAS TX 75247 RUS409 Chris DELIIVEfdED Net30 0/0/00�00 10,01505 ii„�,,, aw,m w�✓�,�J ..,artl�, �w.rtv ewmwmem w.�G. w mow. dw���. ... . ��M����, „/w,� ,.,,.MM ,.„ ,. o.y., ,��.,�^ -,�,. 1 F-10� DUMP BODY-FRAME TYPE-19 Q 13361 N RICHLAND HILLS Yardage:6/8 Floor Material:3/16 A1011 Front/Material:38"10 GA A1011 Side/Material:32"10 GA A1011 Vertical Side Brace:Yes Horizontal Brace:No Hoist/Cylinder:T10-5383 Hyd Tank:Steel Side Mount 13/9 GAL (600.80102) Hydraulics:85 CC Gear Pump w DIN Shaft Tipping Valve:Tank Mount 1 TAILGATE Air Operated:Yes Panel:3 Vertical Material:10 GA A1011 Height:38 Slope:None Chains:5/16' Double Acting:Yes High Lift Gate:No Side Swing-Ground Operated:No Center Opening:No Material Gate:None Water Tight:None 1 D8 OPTIONS#1 Cabshield:Full Width-1/2(247) Asphalt Apron:9"BOLT ON Bolt On:YES Center Board Pockets:No 1 LIGHTS Lights/Harness:LED Lights and Standard Harness Oval STT:None 1INSTALL Hydraulic Hoses/Fittings:Yes Pump:85 CC Gear Pump w DIN Shaft Console:CLUTCH SHIFT AIR QuotePage 2 of 3 1 1 Date 9/23/2022 Warren Truck and Trailer,LLC Prone (888)734-4400 15768 US HIGHWAY 271 NORTH Fax (903)379-4400 TalcoTX 75487 WarrenTruckAndTrailer.com hns µ �' RUS401 C i�� DELBIVERED Net30 i0/0A0000 1� 10,02 ,50'S 12 Consp cu iq ape:No Mudflaps and Brackets:Yes Chrome Turnouts:No Splash/Gravel Guards:No Side Boards:Metal-2x6 Covers:No Wires in Conduit No Delivery Fuel/Charges:Yes 1 PAINT Color:Warren Black(800.8 7) 1 PTO POWER TAKE OFF PTO Muncie MCI Series(Auto) ALLISON AUTOMATIC Note:Not following OEM maintenance can result In non warrantable failure. Check for leaks and loose mounting hardware within first week of use. Recheck at regular maintenance periods(see OEM manual for intervals). 1 POWER AND BEYOND POWER AND BEYOND SPREADER CONTROLS FURNISHED It INSTALLED TO OPERATE MONROE MSV-144-84-50 V-BOX SAND SPREADER. HYDRAULICS PLUMBED TO EACH SIDE OF THE TRUCK TRAME WITH QUICK CONNECTS AND DUST CAPS. (2)PRESSURE (1)RETURN 30 GAL SIDE MOUNT TANK 10 MICRON RETURN LINE FILTER SPREADER CONTROLS MOUNTED IN CAB. 1 TARP SYSTEM TARP system-installed TARP system-installed Installation:Installed Brand:Donovan-500OXGL-GROUND,LEVEL CRANK W/CHAIN GU -118803902 Manual/Electric:Manual Type:Arm Aluminum/Steel:Steel Arms Bent Ann:Yes Tarp Size:9Tx18' Tarp Type:Mesh Side Flaps:No 1 TOW PACKAGE Pintle Plate:3/47 Pintle Hitch:15 Ton Swivel-BUYERS- D Date 3 of 3 � , i Pag e 9/23/207-2 ✓ Warren Truck and Trailer, LLC Phone (888)734 4400 15768 US HIGHWAY 271 NORTH Fax (903)379-4400 Talco TX 75487 WarrenTruckAndTrailer.com ` i R INS %✓ ;, m " � ,, ✓✓✓ , Chris RUS�'Di DELIVERED IVE Nt30 D/0/0000 li 02SD S " 1 i/% IBPIBDA i��i���,!%��%✓%��r/iiii/%iia i i ✓ rii%i✓�i ��i� .� ! M�..��I� �✓�,� e% ��.�,. � .� /r"- Glad Hands:No D Rings:Yes Tow Hoofs.,No Electric Plug:7 Way RV-TOP EDGE OF PLATE Pup Rigging:No (2)ROUND STT/REVERS SURFACE MOUNT COMBO LIGHTS MOUNTED ON PLATE L St R SIDES- MAXIMA MM85417R SINGE EYELET ABOVE HITCH FOR TRAILER 'BREAK AWAY LE" 12V ELECTRIC BRAKE CONTROLLER WIRED TO 7 WAY RV PLUG CAP GLAD HAND AIR LINES AT END OF FRAME. 1 DELIVERY DELIVER COMPLETED UNIT TO RUSH ENTERPRISES-DALLAS TX-IRVING BLVD. DE'UV'ERY AND FUEL CHARGES SHOWN BELOW. Quotation reviewed and accepted by: (signed) Please fax back to us for entry as an order NOTE: Quotation good for 10 days only Statutory Declaration Regarding Exemption from Filing Form 1295 fo r Rush Truck Centers of Texas, LP 1, Michael S. Lyons, Assistant Secretary of Rushtex, Inc., a Delaware corporation and the sole general partner of Rush Truck Centers of Texas, LP, a Texas limited partnership,do hereby declare that: 1. Rush Truck Centers of Texas, LP is a wholly owned subsidiary of Rush Enterprises, Inc. 2. Rush Enterprises, Inc. is a public company traded on NASDAQ under the symbols RUSHA and RUSHB. 3. As a result of changes to Form 1295 made effective on January 1, 2018, a Form 1295 Is not required for "a contract with a publicly traded business entity, including a wholly ownedsubsidiary of the business entity. (Emphasis added.)See Texas Government Code § 2252.908(c)(4). (A copy of the statute is attached for reference,) 4. Pursuant to the foregoing, Rush Truck Centers of Texas, LP, as a wholly owned subsidiary of a public company, is not required to submit a Form 1295. Acknowledged Michael S, Lyons Assistant Secretary State of Texas County of Corral PERSONALLY appeared before me Michael S. Lyons who executed and attested the execution of this document, SW , TO BEFORE ME this 4th day of November 2020, 1 RWBEFOR To NICOLE JOHNSON My Commission Expires December 3,2020 .1 N P r NOTARY ID:12922201-8 I N ry Public r The State of Texas My Commission Expires: TEXAS ETHICS COMMISSION GOVERNMENT CODE TITLE 10.GENERAL GOVERNMENT SUBTITLE F.STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2252.CONTRACTS WITH GOVERNMENTAL ENTITY SUBCHAPTER Z. MISCELLANEOUS PROVISIONS Sec. 2252.908. DISCLOSURE OF INTERESTED PARTIES. (a) In this section: (1) "Business entity" means any entity recognized by law through which business is conducted, including a sole proprietorship, partnership, or corporation. (2) "Governmental entity" means a municipality, county, public school district, or special-purpose district or authority. (3) "Interested party" means a person who has a controlling interest in a business entity with whom a governmental entity or state agency contracts or who actively participates in facilitating the contract or negotiating the terms of the contract, including a broker, intermediary, adviser, or attorney for the business entity. (4) "State agency" means a board, commission, office, department, or other agency in the executive, judicial, or legislative branch of state government. The term includes an institution of higher education as defined by Section 61.003, Education Code. (b) This section applies only to a contract of a governmental entity or state agency that: (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. (c) Notwithstanding Subsection (b) , this section does not apply to: (1) a sponsored research contract of an institution of higher education; (2) an interagency contract of a state agency or an institution of higher education; (3) a contract related to health and human services if: (A) the value of the contract cannot be determined at the time the contract is executed; and (B) any qualified vendor is eligible for the contract; (4) a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity; (5) a contract with an electric utility, as that term is defined by Section 31.002, Utilities Code; or (6) a contract with a gas utility, as that term is defined by Section 121.001, Utilities Code. (d) A governmental entity or state agency may not enter into a contract described by Subsection (b) with a business entity unless the business entity, in accordance with this section and rules adopted under this section, submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. (e) The disclosure of interested parties must be submitted on a form prescribed by the Texas Ethics Commission that includes: (1) a list of each interested party for the contract of which the contracting business entity is aware; and (2) a written, unsworn declaration subscribed by the authorized agent of the contracting business entity as true under penalty of perjury that is in substantially the following form: "My name is my date of birth is and my address is - -_I ---I '-- (Street) (City) (State) (Zip Code) I declare under penalty of (Country) perjury that the foregoing is true and correct. Executed in _ County, State of on t h e day of (Month) (Year) Declarant". (f) Not later than the 30th day after the date the governmental entity or state agency receives a disclosure of interested parties required under this section, the governmental entity or state agency shall submit a copy of the disclosure to the Texas Ethics Commission. (g) The Texas Ethics Commission shall adopt rules necessary to implement this section, prescribe the disclosure of interested parties form, and post a copy of the form on the commission's Internet website. Added by Acts 2015, 84th Leg., R.S., Ch. 1024 (H.B. 1295) , Sec. 3, eff. September. 1, 2015. Amended by: Acts 2017, 85th Leg., R.S., Ch. 526 (S.B. 255) , Sec. 5, eff. September. 1, 2017, ° P.O. Sax 400,Austin,Texas 78767 800.898,2919«info@buyboard,com®buyboard.corn DIFBOard May 12, 2022 Sent via email to: munisalesta')rushenterprises.com Drew Neubauer Rush Truck Centers of Texas, LP 555 IH 35 South, Suite 500 New Braunfels TX 78130 Re: Vehicles, Heavy-Duty Trucks, Police Motorcycles, Parts, and Service Labor BuyBoard Contract No. 601-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Contract No. 601-19, Vehicles, Heavy-Duty Trucks, Police Motorcycles, Parts, and Service Labor, for which the current term is set to expire November 30, 2022. We are writing to inform you that, in accordance with the General Terms and Conditions of the Contract, BuyBoard intends to consider extensions to this contract on a month-to-month basis after the expiration of the current term until a successor contract is awarded. This letter is not an extension of your contract. Final decisions regarding specific extensions will not be made until closer to contract expiration, and you will be informed at that time of any renewal decision regarding your company's contract. However, as we recognize that vendors may be anticipating release of a new BuyBoard proposal invitation for vehicles, heavy-duty trucks, police motorcycles, parts, and service labor soon, we wanted to reach out now to inform you that issuance of a new proposal invitation will be delayed. In the meantime, all discounts, terms, and conditions of your current contract, including minimum sales requirements for consideration for renewal, remain the same. If you have questions, please contact me at _r�9iw ""' .... < _..2E . We appreciate your interest m in The Local Government Purchasing Cooperative. Sincerely, Connie W Burkett, CTSBO TASB Department Director, Cooperative Operations Endorsed by ffi IA A a°'A MFt6H (APPENDIX HK}THE PURCHASING POLICY AND PROCEDURES MANUAL) CITY VF NORTH FUCHLANDHILLS COOPERATIVE PURCHASE CUSTOMER AGREEMENT This Cooperative Purchase Customer Agreement("Customer Agreement") is entered into by and between Rush Truck Centers of Texas, LP (^Veodmr')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 Buy Board("Cooperative Entity")and Vendor,Contract No. 6V1-19.aeamended, (the "Agreement")with on expiration date uf November 3n, 2022. and mpntb-to-mmnthextensions until m successor contract isawarded. This Customer Agreement includes and shall be governed b (|)the terms andoonditiunaoftnaAgnaement.whiohomincorponotedhereinbymferenmaend available online at hftps:8app.bwyboard.com/S#mpVendas/Details?|d=l 584 or upon request from Vendor. (iiV the attached Vendor Quote/Purchase Order No,NIA, 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 topurchase Vehicles,HD Trucks,Police Motorcycles,Parts and Service Labor pursuant tn the terms and conditions of the Agreement ao 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 tothoCustomer. 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 tn audit ot reasonable times, all records, hard copy or e|ectronio, 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 $165.563.13(^PurchoaaPrice') 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): Z Single Purchase Contract—The Term shall not exceed one (1) year. and this Customer Agreement shall be for the purchase nf goods o/ 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. O Supp0//As Needed Contract—The Term shall be effective as of October 1 stand shall expire on September 30th at the end of FY 23-24.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. O Multi-Year Contract—The Term shall be for Number of years year(s)expiring on Expiration Date.This Customer Agreement maybe renewed for Number of Renewals.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. |n 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. El Emergency Purchase— Purchases that are necessary to address a public calamity, because of unforeseen damage to property, or to protect the public health prsafety where the City's ability to serve the public would 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) O Government Contract and Purchasing Rider for Contracts with the City mf North Richland Hills, Texas—|f 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 hareto, may be executed in oounte,parta, and electronically signed, scanned, digitally signed and sent via electronic mail and such signatures shall have the same effect ae original manual signatures. Each party has caused this Customer Agreement to be executed by its duly authorized representative on this 30th day of January 20 23 [Signature Page Follows] NRH Cooperative Purchase Customer Agreement, Page 1 of CA-CONTRACT NO.PUR0Q02_2022O1O7 Vendor Name: ACCEPTED AND AGREED: CITY OF NORTH RICHLAND HILLS: Rush Truck e of Texas,LP: APPROVED:I certify that funds are currently available By: for this purchase, Nam Taylor T 0 (Check the box if$3,000 or less) General Manager Date:January 30,2023 By: Scott Kendall,Purchasing Manager Department Director: By: Printed Name: Department: APPROVED: By: - Date: Mark Hindman,City Manager Or Designee: By: - Date: Name: Title: ATTEST: By: Alicia Richardson,City Secretary/Chief Governance Officer By: Traci Henderson,Assistant City Secretary NRH City Council Action: YO NO 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 NRH Cooperative Purchase Customer Agreement,Page 2 of 2 CA-CONTRACT NO.PUR000220220107 Vendor Name: wD P.O.Box 400,Austin,Texas 78767 jyBoard F300.695. 19 - info@buyboard.com -buyboard.com October 21, 2022 Sent via email to: munisales(cr�.rushenterprises.com Drew Neubauer Rush Truck Centers of Texas, LP 555 IH 35 South, Suite 500 New Braunfels TX 76130 Re: Vehicles, Heavy-Duty Trucks, Police Motorcycles, Parts, and Service Labor BuyBoard Contract No. 601-19 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Contract No. 601-19, Vehicles, Heavy-Duty Trucks, Police Motorcycles, Parts, and Service Labor, for which the current term is set to expire November 30, 2022. We previously notified you that, in accordance with the General Terms and Conditions of the Contract, BuyBoard intended to consider extensions to this contract on a month-to-month basis after the expiration of the current term until a successor contract is awarded. We are writing to inform you that, at this time, BuyBoard is extending your contract on a month- to-month basis beginning December 1, 2022. All discounts, terms, and conditions of your contract will remain the same. If you agree to this extension, there is nothing you need to do. However, if you do not agree to this extension, you must notify me via email at connie burke (cc taE b r on or before November 30, 2022. BuyBoard expects to issue a new proposal invitation for Vehicles, Heavy-Duty Trucks, Police Motorcycles, Parts, and Service Labor in 2023. Please keep an eye out for the proposal invitation, as you must submit a proposal to have the opportunity to be considered for award on future contracts.You will be separately notified when your current contract(Contract No. 601-19)expires which in all events, regardless of whether notice is provided or received, shall be no later than the last day before the start date of the successor contract. If you have questions, please contact me at connie,bur p tq Lq jjL�Lg,. We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, 444ae_f.Ty� Connie W Burkett, CTSBO TASB Department Director, Cooperative Operations Endorsed by TASA M IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Authorize the purchase of computer workstations from Dell Marketing, LP, through DIR Cooperative Contract No. DIR-TSO- 3763 in the amount of $47,761.14 using Texas Anti-Gang Center Grant #2848908 funding, and consider Resolution No. 2023-xx authorizing the City Manager to execute a Regional Asset Transfer Addendum with the Dallas County Criminal District Attorney's Office. PRESENTER: Jimmy Perdue, Director of Public Safety SUMMARY: The City of North Richland Hills ("NRH") serves as the fiduciary and grant recipient for the FY2023 North Texas Anti-Gang Center ("TAG") Project Grant. The grant award includes funding for the purchase of computer workstations using TAG Grant#2848908 funds and the subsequent transfer of ownership and responsibility of the assets to the Dallas County Criminal District Attorney's Office ("DCCDA"), a TAG Constituent Agency. GENERAL DESCRIPTION: Staff is requesting authorization to purchase 12 Dell Precision 3571 computers and 1 Dell Precision Tower from Dell Marketing LP, governed by the terms and conditions of Department of Information Resources ("DIR") Contract Number TX DIR-TSO-3763. Dell's contract with DIR runs through January 10, 2024. The total purchase amount of $47,761.14 will be 100% funded by Grant#2848908. The Local Government Code states that purchases made through a cooperative purchasing agreement satisfy any state law that would require the city to solicit competitive bids. Upon execution of a Regional Asset Transfer Addendum, NRH will transfer ownership and responsibility of the listed assets to DCCDA. As the receiving jurisdiction, DCCDA agrees to maintain compliance with the laws, rules and regulations of the grant, including compliance with all state and federal grant eligibility requirements as outlined in the addendum. RECOMMENDATION: Authorize the purchase of computer workstations from Dell Marketing, LP, in the amount of $47,761.14 through DIR Cooperative Contract No. DIR-TSO-3763 using Texas Anti- Gang Center Grant #2848908 funding, and consider Resolution No. 2023-xx authorizing the City Manager to execute a Regional Asset Transfer Addendum with the Dallas County Criminal District Attorney's Office. 1/5/23,3:58 PM DIR-TSO-3763 I Texas Department of Information Resources Home me r Explore.113I R Co tracts contract Number Contract Cerrrt [Date: 01/10/24• O DIR—TSO-3763 Contract Expiration [Date: 01/10/24 Vendor Ilnforrmation rIIIwll 13 ....,IIII uIII VENDOR CONTACT: DIR CONTACT' KaUll ur.0 llu ie, )u 111 a',y C4" r u ur y �gLL',litt 14" Vendor ID: 174.26168054.00 Phone:' (512) 720-3222 Phone:' (512) 475-4962 HUB Horn IHUUII3 (2) e'llidol w ltastCr„ [4" RFO: IDIIR..:T O..:TMIP...2','1 Contract Status: Active Contract Overview 1-his contract:offers LDekL.branded computers, Laptops,t:abLets, servers, printers, peripherals and other t:echnokogy products and services through this contract. LDekL.offers their entire product:cat:atog through this contract. Contracts may be used by state and L.ocaL.government:, public education,other public entities in exas,as we..as pubLic entities outside the state. is contract:has a number of rese..ers, many of which are HUB vendors. 'CDIR has exercised the automatic renewal.option for this Contract. 1-his renewal.extends the contract:through 1/10/2024. Products&Services JDlrodu cts & Services C::onilu11r rtui;,y.QK�dt 2s 1-his contract offers the foLlowing products and services. Pkease contract: the Vendor for the Latest:information. IE�II ra'ILIi d.�; Colll�,�ILlI act ll)ocu lilUlr'Ilu:i'i�`,�I � Comput:erPeripherats Computers Il y ry. , to O u,.rt r,u,. Computers [Desktop Computers Laptops Computers Port:abLe Computers Servers LDigit:aL.Cameras Lease Agreement: -Computer MORE INFORMATION Managed Services 4 Monitors Computers VeIluu"L() !2L. F,,tte. roll Networking Products and � Printers Visit ttri;;Vandor's wabsita trr view the latest product,service, Services and pricing inforrrrabon. Projectors Routers and Rekat:ed Equipment: https://dir.texas.gov/contracts/dir-tso-3763 1/3 DIR Contract No. DIR-TSO-3763 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES DELL MARKETING, L.P. 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter"DIR") with its principal place of business at 300 West 15'h Street, Suite 1300, Austin, Texas 78701, and Dell Marketing,L.P. (hereinafter"Vendor"),with its principal place of business at One Dell Way, Round Rock, Texas 78682. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO--TMP-251, on September 12, 2016, for Dell Branded Manufacturer Hardware, Software and Related Services & Cloud Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-251 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Services Agreement; Appendix E, Master Operating Lease Agreement(subject to the provisions of Section I.D. below); Appendix F, Master Lease Agreement (subject to the provisions of Section I.E. below); Appendix G,E-Rate Agreement;Exhibit 1,Vendor's Response to RFO DIR-TSO- TMP-251, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-251, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. For Lease transactions under this Contract the order of precedence shall be as follows: this Contract; Appendix E, Master Operating Lease Agreement (subject to the provisions of Section I.D. below); Appendix F, Master Lease Agreement(subject to the provisions of Section I.E.below),as applicable depending on the type of lease;Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Services Agreement; Appendix G, E-Rate Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP- 251, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-251, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing lease transactions. In the event of a conflict between the documents Page 1 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Appendix E(subject to the provisions of Section I.D. below), then Appendix F (subject to the provisions of Section I.E. below),then Appendix G,then Exhibit 1, and finally Exhibit 2. In the event of a conflict between the documents listed in this paragraph related to lease transactions, the controlling document shall be this Contract, then Appendix E (subject to the provisions of Section I.D. below) or Appendix F (subject to the provisions of Section I.E. below), depending on the type of lease transaction, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Appendix G, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. D. Master Operating Lease Agreement DIR and Vendor hereby agree that, until DIR directs Vendor otherwise, Vendor is authorized to utilize the Master Operating Lease Agreement in Appendix E of this Contract for Lessees that are Texas State Agencies or otherwise authorized to conduct lease transactions through DIR contracts. E. Master Lease Agreement DIR and Vendor hereby agree that, until DIR directs Vendor otherwise, Vendor is authorized to utilize the Master Lease Agreement in Appendix F of this Contract for DIR authorized entities as Lessees that are not Texas State Agencies or otherwise required by statute to utilize the Texas Public Finance Authority for such leasing transactions. 2. Term of Contract The term of this Contract shall be two (2)years commencing on January 10, 2018. Prior to expiration of the original term, the contract will renew automatically in two (2) year increments for two additional terms under the same terms and conditions unless either parry provides notice to the other parry 60 days in advance of the renewal date stating that the parry wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. 3. Product and Service Offerings A. Products This Contract is a full Catalog contract, offering all products Dell is authorized to sell or manufacture. B. Services Related services include but are not limited to: deployment, help desk, managed services, storage and server assessment services,product installation, Custom Factory Integration of Page 2 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. Customer Imaged Software ("CFI'), maintenance and support, asset recovery services, product training, and future services Dell may offer upon DIR approval. 4. Pricing A. Manufacturer's Suggested Retail Price (MSRP) MSRP is defined as Dell's published retail price list as found on hqp:Hftpbox.us.dell.com/sl ./weekly /y dellhricerepoLLpdf. B. Customer Discount The minimum Customer discount for all products and services will be set forth in Appendix C Pricing Index. Vendor agrees that the DIR standard pricing discounts contained in Appendix C will remain at least one percent(1%) better than the NASPO (the National Association of State Procurement Officials ValuePoint(NASPO VP) Category A level, standardized discounts. This extension of competitive volume sales pricing is intended solely to ensure that DIR will, at a minimum, remain competitive with the standard price rates set for NASPO VP as a whole. DIR may not apply, without the express consent of Vendor, any pre-existing discount structure to the NASPO VP pricing being offered to DIR by Vendor. DIR may either use DIR discounted pricing or the NASPO VP pricing but may not combine, or compound the two. In the event that DIR pricing fails to remain competitive with(i.e., at least one percent [1%] better than) NASPO VP standardized, category level pricing as described in the foregoing paragraph, Vendor shall extend such pricing to DIR. Vendor shall use its commercially reasonable best efforts to notify DIR of such NASPO VP price change and amend this Contract within thirty (30) days after the amendment to the Vendor's NASPO VP contract. The introduction of the NASPO VP pricing to the DIR contract shall be effective from the date of execution into the Contract by amendment. Both parties agree that the pricing shall not be retroactive for DIR and shall not extend back to the date that Vendor reduced NASPO VP catalog pricing. Further,the parties agree that DIR, or the State of Texas, does not have the right to audit the NASPO VP contract held by the Vendor. References to the Vendor's NASPO VP contract are only contained in this Contract for purposes of referencing the pricing discounts contained therein. Both parties acknowledge that the Vendor's NASPO VP contract and pricing are readily available to the public and may be freely accessed by the Vendors DIR web page and by the internet for the purposes of validation under the terms and conditions of this Contract. C. Customer Price 1) The price to the Customer shall be as set forth in Appendix C, Pricing Index. Page 3 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. 2)Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) During the term of this Contract, if pricing for products or non-customized services (e.g., CFI, Imaging, and Asset Tagging) available under this Contract are provided by Vendor at a lower price to an Eligible Texas Customer (headquartered in the State of Texas) who is not purchasing those products or services under this Contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or non-customized services actually charged by Vendor for a quantity of one (1) under substantially similar terms and conditions, for substantially similar configurations or deliverables. This requirement does not apply to volume or special pricing purchases. This Contract shall be amended within ten (10) business days to reflect the lower price. D. DIR Administrative Fee The administrative fee specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer. E. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's destination, provided the products are shipped to locations in the State of Texas. Except as noted, no additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery. Title to all products shall pass upon shipment to Customer's dock; however, risk of loss shall pass to the Customer upon delivery to Customer. F. Delivery Shipment of Dell-branded systems from Dell's facility is estimated at between fifteen (15) and twenty-five (25) days after receipt of a valid and complete order. While there may be industry-wide situations of constrained product, current manufacturing lead times for desktop and notebook systems are ten (10) to fourteen (14) business days. Current lead times for server systems are nine (9) to twelve (12) business days; this is specifically designed for extensive testing on these mission-critical systems. Shipment of third party software and peripheral items is estimated at between seven (7) and ten (10) days after receipt of a valid and complete order. Please note that customization through Dell's Configuration Services may increase lead times. While Dell does not guarantee specific delivery dates, Customers providing Dell with an accurate quarterly forecast will greatly enhance Dell's ability to be prepared for Customer orders and to meet your needed delivery timeframes. G. Tax-Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales,use and excise taxes. Further, Customers under this Page 4 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and 0). Customers will provide Vendor with tax exempt certificate upon request. H. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program hLtps:Hcomptroller.texas..,a�v/purchasing/programs/travel-mana,, t/. Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer. I. Changes to Prices Vendor or Order Fulfiller may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract.Price decreases shall take effect automatically during the term of this Contract and shall be passed onto the Customer immediately at the time of submission of a purchase order, but shall not be retroactive to products for which a purchase order has been received, or for services currently being rendered under a prior purchase order. 5. DIR Administrative Fee A. The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one half of one percent (50%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $500. B. All prices quoted to Customers shall include the administrative fee. DIR may change administrative fee amounts; however, no revision will take effect before ninety (90) days following written notice. Vendor may revise pricing to reflect the change in administrative fees. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly Parker, CTPM, CTCM Page 5 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. Director, Cooperative Contracts Department of Information Resources 300 W. 151' St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: Kel I v.Parker(&- di r.texas.�ov If sent to the Vendor: Contract Manager Dell Marketing, L.P. One Dell Way, Mail Stop RRI-33 Round Rock, Texas 78682 Phone: (231) 747-9294 Facsimile: (512) 283-9092 Email: Cyndi Radel&dell.com; and Dudley McClellan&dell.com 7. Software License, Services and Leasing Agreements A. Software License Agreement 1) Software shall mean any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Dell to you. Software includes software locally installed on your systems and software accessed by you through the Internet or other remote means (such as websites, portals, and "cloud-based" solutions). 2) Software is subject to the separate software license agreements accompanying the software, along with any product guides, operating manuals, or other documentation included with the software media packaging or presented to Customer during the installation or use of the Software. Customer agrees that Customer will be bound by such license agreement. 3) With respect to Software provided or otherwise made available to you by Dell in connection with any Services hereunder, if no license terms accompany the Software, then subject to your compliance with the terms set forth in this Agreement, including payment for such Software, Dell hereby grants Customer a personal, non-exclusive license to access and use such Software only during the duration of the Services and solely as necessary for Customer to enjoy the benefit of the Services as stated in the applicable Service Agreements (or Statements of Work (SOW's)). a) Restrictions. Customer may not copy, modify, or create a derivative work, collective work, or compilation of the Software, and may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof. Customer may not license, sell, assign, sublicense, or otherwise transfer or encumber the Software; may not use the Software in a managed-services arrangement; and may not use the Software in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in the Page 6 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. applicable Service Agreements or Statements of Work. In addition, Customer may not access the Software to monitor its availability, performance, or functionality, or for any other benchmarking or competitive purpose. b) Customer is further prohibited from (1) attempting to use or gain unauthorized access to Dell or to any third parry's networks or equipment; (2)permitting other individuals or entities to use the Software or copy the Software or Services; (3) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of Dell or any of its customers or suppliers; (4) interfering or attempting to interfere with service to any user, host, or network; (5) engaging in fraudulent activity of any nature; (6) transmitting unsolicited bulk or commercial messages; (7)restricting,inhibiting,or otherwise interfering with the ability of any other person, regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or (8) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any Dell (or Dell Service supplier) facilities used to deliver the Services. c) Audit. DIR, on behalf of Customers, hereby grants Dell, or an agent designated by Dell, the right to perform an audit of any Customers' use of the Software during normal business hours; and to cooperate with Dell in such audit; and such Customer agrees to provide Dell with all records reasonably related to Customers' use of the Software. The audit will be limited to verification of Customer's compliance with the terms of this Agreement. d) Open Source Software. A portion of the Software may contain or consist of open source software,which you may use under the terms and conditions of the specific license under which the open source software is distributed. THIS OPEN SOURCE SOFTWARE IS DISTRIBUTED IN THE HOPE THAT IT WILL BE USEFUL, BUT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING TITLE OR AGAINST INFRINGEMENT. IN NO EVENT SHALL DELL,THE COPYRIGHT HOLDERS,OR THE CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)ARISING IN ANY WAY OUT OF THE USE OF THIS OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Page 7 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. B. Shrink/Click-wrap License Agreement Customer understands and agrees that the third-party software is subject to the license agreement shipped with the software or in a separate agreement between Customer and the software licensor. Dell is authorized to provide the software provided hereunder. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms. If the Customer does not agree with the license terms, Dell shall provide reasonable assistance; however, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. C. Services Agreement Services provided under this Contract shall be in accordance with the Services Agreement as set forth in Appendix D of this Contract. No changes to the Services Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. D. Master Operating Lease Agreement DIR and Vendor hereby agree that, until DIR directs Vendor otherwise, Vendor is authorized to utilize the Master Operating Lease Agreement in Appendix E of this Contract for Lessees that are Texas State Agencies or otherwise authorized to conduct lease transactions through DIR contracts. E. Master Lease Agreement DIR and Vendor hereby agree that, until DIR directs Vendor otherwise, Vendor is authorized to utilize the Master Lease Agreement in Appendix F of this Contract for DIR authorized entities as Lessees that are not Texas State Agencies or otherwise required by statute to utilize the Texas Public Finance Authority for such leasing transactions. 8. Intellectual Property Matters Customer shall own all right, title and interest to the Deliverables and Dell agrees to grant to Customer a perpetual,non-exclusive,non-transferable,royalty-free license to use Dell's Background IP (defined below), Utilities, and Residual IP solely for Customer to use the Deliverables, subject to the following: (i) each party will retain all Intellectual Property Rights that it owned or controlled prior to the effective date of this Agreement or that it develops or acquires from activities independent of the Services performed under this Agreement(`Background IP"), (ii) Dell will retain all right,title and interest in and to all Intellectual Property Rights in or related to the Services, or tangible components thereof, including but not limited to (a) Page 8 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in performing the Services (collectively, the "Utilities"), and (b) such ideas, concepts, know-how, processes and reusable reports,designs,charts,plans,specifications,documentation,forms,templates or output which are developed, created or otherwise used by or on behalf of Dell in the course of performing the Services or creating the Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or data of Customer (collectively, the"Residual IP"), even if embedded in the Deliverable, and (iii) Customer use of software, online services, or software-enabled services in connection with the Services is pursuant to the terms of the applicable software license or Cloud Computing Terms. As used herein, "Deliverables" means the work product or tangible embodiment of the Services that are (i) prepared or performed by Dell or its subcontractors uniquely and exclusively for a Customer and (ii) specifically identified in a signed Statement of Work as Deliverables. "Intellectual Property Rights" means rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications. 9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. A. Section 3. Definitions, is hereby replaced in its entirety: A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas,the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; Page 9 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. 4) A group, including a faith-based group,that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check — an audit of Vendor's compliance with the Contract may be performed by, but not limited to, a third-parry auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller — the parry, either Vendor or a parry that may be designated by Vendor,who is fulfilling a Purchase Order pursuant to the Contract. May include Order Fulfillers, Resellers and/or Agents. G.Purchase Order-the Customer's fiscal form or format,which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). Neither Dell nor Customer is or shall be bound by any terms and conditions imprinted on or embedded in orders, order acknowledgments or other communications between the parties relating to orders. H. Reseller—any third parry approved by Dell to sell to Eligible Customers under this Contract. Dell will flow this Contract's terms and conditions to its Resellers under this Contract, except that pricing shall be as follows: Dell offers pricing to its Reseller(s) and such Resellers shall resale to Eligible Customers products under this Contract at a price it sets and that will not exceed the maximum price as set forth in Appendix C, Pricing Index, of this Contract. I. State—refers to the State of Texas. Page 10 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. B. Section 4. General Provisions, E. Survival, is hereby replaced in its entirety: Each applicable service agreement that was entered into between Vendor and a Customer under the terms and conditions of the Contract that is still in existence as of the date of the expiration or termination of the Contract shall survive the expiration or termination of the Contract until the expiration or termination of such service agreement.Each Purchase Order issued and accepted by Vendor that is still in existence on the date of the expiration or termination of the Contract shall survive expiration or termination of the Contract until the expiration or termination of such Purchase Order. C. Section 6.A. 2) Product Terms and Conditions, Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only), is hereby replaced in its entirety: 2) Upon request by DIR, Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) or a copy of the applicable VPAT for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). Vendors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.section508.gov/. Customer may go to this page to request VPATs: http:Hcontent.dell.com/us/en/core/d/corp-comm/cr-diversity-customer- disabilities.aspx D. Section 7. Contract Fulfillment and Promotion, A. Service, Sales and Support of the Contract, is hereby replaced in its entirety: Vendor shall provide service, sales and support resources available under the Contract to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote services available under the Contract. Vendor shall use commercially reasonable efforts to ensure that potential Customers are made aware of the existence of the Contract. Page 11 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. E. Section 7. Contract Fulfillment and Promotion, C. Product Warranty and Return Policies, is hereby replaced in its entirety: Products Warranty: A. Limited Warranty. Dell warrants that the Dell-branded hardware Products will conform to the Dell specifications current when the Product is shipped and will be free from material defects in materials and workmanship during the applicable warranty period ("Limited Warranty"). The Limited Warranty period for Product begins on the Product ship date. Dell has the right to grant the licenses to the Software licensed under this Agreement, and such Software will substantially conform to the functional specifications and current documentation provided by Dell. B. Disclaimers. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING PARAGRAPH, DELL, (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS (COLLECTIVELY, THE "DELL PARTIES") DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PRODUCTS, SOFTWARE, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (2) RELATING TO THIRD- PARTY PRODUCTS, SOFTWARE, OR SERVICES; (3) RELATING TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE, OR DELL'S PERFORMANCE OF THE SERVICES; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS, SOFTWARE, SERVICES, OR THE RESULTS OF ANY RECOMMENDATION BY DELL. C. Hi2h-Risk Activities. The Products, Software, and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control,weapons systems, life-support machines, or any other application in which the failure of the Products, Software, or Services could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"). Dell expressly disclaims any express or implied warranty of fitness for High-Risk Activities. D. Warranty Exclusions. Warranties do not cover damage due to external causes, such as accident, abuse, misuse,problems with electrical power, service not performed or authorized by Dell(including installation or de-installation),usage not in accordance with product or software instructions, normal wear and tear, or use of parts and components not supplied or intended for use with the products, software, or services. These warranties do not apply to Third-Party Products. Any warranty on a Third- Page 12 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. Parry Product is provided by the publisher,provider, or original manufacturer. To the extent that Dell is contractually authorized by the applicable Third-Parry, Dell will assign to Customer any additional warranty provided to Dell; otherwise the Third- Parry Products are provided by Dell "as is." WHETHER DIRECT OR INDIRECT, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING, (A)LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS, (B) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEM(S) OR NETWORK, OR THE RECOVERY OF SUCH, (C)LOSS OF BUSINESS OPPORTUNITY,(D)BUSINESS INTERRUPTION OR DOWNTIME, OR(E) SERVICES,VENDOR PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE BY CUSTOMER. A. With respect to Customer's use of the Software (1) neither Dell nor any of the Dell Parties makes any express or implied warranty that Software provided to Customer in connection with this Agreement is or will be secure, accurate, complete,uninterrupted,without error, or free of viruses,worms, other harmful components, or other program limitations; or that any errors in the Software will be corrected; (2) Customer assumes the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of dell's gross negligence or willful misconduct; (3) Dell and the Dell Parties, jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality,reliability, suitability, completeness,truthfulness,usefulness, or effectiveness of any reports, data, results, or other information obtained or generated by Customer related to Customer's use of the Software; and (4) use of the Software is entirely at Customer's own risk and neither Dell nor the Dell Parties shall have any liability relating to such use. THIRD PARTY PRODUCTS. To the extent Dell has the right to do so under its agreements with any third parties Dell shall pass through to Customer all Third Parry warranties as Dell receives from such third parry in its contracts. Dell Return Policy (U.S. only) For any Product return, Customer agrees to follow and comply with the terms and process applicable according to Dell's return policy at www.Dell.com/rettirnspolic,. Note: Before a Customer returns the product to Dell, make sure to back-up any data on the hard drive(s) and on any other storage device in the product. Remove any and all confidential,proprietary, and personal information as well as removable media such as floppy disks, CDs, and PC Cards. Dell is not responsible for any confidential, proprietary, or personal information; lost or corrupted data; or damaged or lost removable media that may be included with a Customer's return. Page 13 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. Services Warranty: Limited Warranty. VENDOR WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, VENDOR (INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND AGENTS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE "VENDOR PARTY(IES)") MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY OF THE SERVICES OR DELIVERABLES,INCLUDING BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; OR ANY WARRANTY RELATING TO THIRD-PARTY PRODUCTS OR THIRD- PARTY SERVICES. High-Risk Application Disclaimer. THE SERVICES ARE NOT FAULT- TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH-RISK ACTIVITIES"). VENDOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. F. Section 7. Contract Fulfillment and Promotion, E. Internet Access to Contract and Pricing Information, 1)Vendor Website, is hereby replaced in its entirety: 1) Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and maintain a webpage specific to the products and related services and cloud services awarded under the Contract that are clearly distinguishable from other, non- DIR Contract offerings on the Vendor's website. The webpage must include: a) the products and related services and cloud services awarded; b) description of product and service awarded; c) a current price list or mechanism (for example, a services calculator or product builder)to obtain specific contracted pricing; d) discount percentage (%) off MSRP or List Price; e) a link(updated no less than monthly)to the Full Pricing Catalog, listing all products and services by product description, manufacturer part number, Dell part number, MSRP; f) designated Order Fulfillers; Page 14 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. g) contact information (name, telephone number and email address) for Vendor and designated Order Fulfillers; h) instructions for obtaining quotes and placing Purchase Orders; i) warranty policies; j) return policies; k) the DIR Contract number with a hyperlink to the Contract's DIR webpage; 1) a link to the DIR"Cooperative Contracts" webpage; and m) the DIR logo in accordance with the requirements of this Section. G. Section 7. Contract Fulfillment and Promotion,F. Services Warranty and Return Policies,is hereby replaced in its entirety: Vendor and Order Fulfiller will adhere to the Vendor's then-currently published generally applicable U.S. policies concerning services warranties and returns. H. Section 7. Contract Fulfillment and Promotion, H. Vendor and Order Fulfiller Logo, is hereby replaced in its entirety: DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. Dell's logo is subject to Dell's corporate compliance usage rules. L Section 7. Contract Fulfillment and Promotion, L Trade Show Participation, is hereby replaced in its entirety: At DIR's discretion, Vendor may be required to participate in no more than two (2) DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor must display the DIR logo at all such trade shows in the State of Texas that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. Page 15 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. J. Section 8. Pricing, Purchase Orders, Invoices, and Payments, is hereby replaced in its entirety: A. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller.Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. B. Invoices Invoices shall be submitted by the Vendor directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for services purchased under the Contract and any provision and receipt of such services shall be made by the Customer to the Vendor. Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to services, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the services by the Customer. C. Payments The parties shall comply with Chapter 2251, Texas Government Code, in invoicing and making payments. Payments for goods and services are due thirty (30) days after the goods are provided,the services completed, or a correct invoice is received,whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. D. Acceptance Customer and Vendor may establish terms for acceptance of Products and Services. Absent other terms of acceptance agreed to by Customer and Vendor, the following terms will apply. With respect to Vendor-branded products delivered to Customers under the Contract that have Vendor-published specifications, and with respect to Services provided to Customers by Vendor under the Contract that have mutually agreed upon specifications described in a Purchase Order executed by the Customer and Vendor (respectively, the "Specifications"), Customer shall determine whether such products and Services meet the applicable Specifications. If the product or Service meets the Specifications applicable to it, the Customer agrees to accept such product or Service. Unless otherwise agreed upon by the Customer and Vendor, a product or service shall be deemed accepted if the Customer does not, within Twenty (20) twenty calendar days from the date such product or service is delivered, issue to Vendor a written notice of partial acceptance or rejection of the product or service based on the fact that the product or service did not meet the Specifications applicable to it ("Deemed Acceptance" or"Deemed Accepted)). No payment shall due for any such product or Service until the Customer either accepts the product or service or such product or service is Deemed Accepted. Page 16 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. K. Section 9. Contract Administration, B. Reporting and Administrative Fees, 2) Detailed Monthly Report, is hereby replaced in its entirety: 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports are due on the fifteenth (15th) calendar day of the month following the month of the sale. If the 15th calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include, per transaction: the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address,the estimated administrative fee for the reporting period, subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract discount percentage, actual discount percentage, negotiated contract price (if fixed price is offered instead of discount off of MSRP), and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. Vendor shall report in a manner required by DIR which is subject to change dependent upon DIR's business needs. Failure to do so may result in contract termination. L. Section 9.Contract Administration,B.Reporting and Administrative Fees,4)DIR Administrative Fee, is hereby replaced in its entirety: a) The Vendor shall pay an administrative fee to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review Vendor monthly sales reports, close the sales period, and notify the Vendor of the administrative fee no later than the fourteenth (14'') day of the second month following the date of the reported sale. Vendor shall pay the administrative fee by the twenty-fifth (25') calendar day of the second month following the date of the reported sale. For example, Vendor reports January sales by February 15''; DIR closes January sales and notifies Vendor of administrative fee by March 14''; Vendor submits administrative fee for January sales by March 25'. b) DIR may change the amount of the administrative fee upon thirty (30) calendar days written notice to Vendor without the need for a formal contract amendment. c) Vendor shall reference the DIR Contract number, reporting period, and administrative fee amount on any remittance instruments. Page 17 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. M. Section 9. Contract Administration, B. Reporting and Administrative Fees, 5) Accurate and Timely Submission of Reports, is hereby replaced in its entirety: a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within three(3)business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third-party audit of the Vendor's records as specified in C.3 of this Section, at Vendor's expense. DIR will select the auditor (and all payments to auditor will require DIR approval). Failure to timely submit three (3)reports or administrative fee payments within any rolling twelve (12) month period may, at DIR's discretion, result in the addition of late fees of$100/day for each day the report or payment is due (up to $1000/month) or suspension or termination of Vendor's Contract. N. Section 9. Contract Administration, C. Records and Audit, is hereby replaced in its entirety: 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor shall maintain adequate records relating to the requirements of this Contract and relevant to the performance of the Contract to DIR, to establish compliance with the Contract until the later of a period of four(4)years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: Customer name, invoice date, invoice number, description, quantity, unit price, Page 18 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures,practices and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management staff, the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten(10)business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If any audit reveals a Material Accounting Error, Vendor must reimburse DIR for actual and reasonable costs of such audit. Material Accounting _Error means (a)with regard to audits of invoices, an aggregate variance from all applicable invoices of Vendor reviewed during such audit in excess of 1.5% of the aggregate amount shown on all of the invoices reviewed during such audit; and(b)with regard to audits of fees, an aggregate underpayment of all fees due to DIR under this Contract during a Vendor fiscal quarter in excess of 5%. O. Section 10. Vendor Responsibilities, A. Indemnification, 2) ACTS OR OMISSIONS is hereby replaced in its entirety: 2)ACTS OR OMISSIONS Vendor shall indemnify and hold harmless the State of Texas and Customers,AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS FOR LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract resulting in bodily injury(including death)or damage to tangible property and to the extent caused by Dell or its Order Fulfillers,Agents, Resellers or subcontractors. VENDOR'S OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS BY NEGLIGENCE VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS FEES. The defense shall be coordinated by the Office Page 19 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. of the Attorney General FOR TEXAS STATE AGENCIES OR BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS, VENDOR'S COUNSEL FOR VENDOR, AND BY CUSTOMERS COUNSEL FOR NON-STATE AGENCY CUSTOMERS AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT AS TO CLAIMS AGAINST TEXAS STATE AGENCIES WITHOUT FIRST OBTAINING CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. P. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements is hereby replaced in its entirety: a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,ASSIGNEES,AND/OR DESIGNEES,from any and all third-parry claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES of Services or the provision of Dell-branded Products by VENDOR PURSUANT TO THIS CONTRACT. "Dell-Branded Products" shall mean hardware products (including all Dell standard components and parts contained within the Dell system), components, or parts bearing the Dell logo that are included on Seller's standard price list. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE OF THE CLAIMS AS SPECIFIED IN THIS SECTION INCLUDING ATTORNEYS' FEES. The defense shall be coordinated by the Office of the Attorney General FOR TEXAS STATE AGENCY CUSTOMERS, Vendor's Counsel for Vendor, AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT AS TO CLAIMS AGAINST TEXAS STATE AGENCIES WITHOUT FIRST OBTAINING CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. In addition, the foregoing IP obligations shall extend to third parry claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with Vendor's sale of third party equipment and license of third party software under this Contract, if and to the extent the applicable third party equipment manufacturer or third party software licensor is contractually obligated to Vendor to provide indemnification for such claims. b) Notwithstanding the foregoing, Vendor shall have no obligation under this Section for any claim to the extent that it results or arises from (1) Customer's modifications of such products, services or deliverables that were not performed by or on behalf of Vendor; (2) the combination, operation or use of such product, service or deliverable in connection with a third-party product or service (the combination of which causes the infringement); or (3) Vendor's compliance with Customer's written specifications (to the extent such specifications were not developed by Vendor) or directions, Page 20 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. including the incorporation of any software or other materials or process provided by or requested by Customer, provided that, in the first case, Vendor's employees who complied with Customer's specifications did not have actual knowledge that such specifications infringe one or more United States patents, copyrights,trade and service marks, and any other intellectual or intangible property rights and fails to so inform Customer. In the event Vendor has no obligation for a claim as set forth above, Vendor agrees to provide such assistance (e.g., producing documents and its employees as witnesses) as is reasonably requested by the Attorney General in connection with the Attorney General's defense of such claim. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non- infringing, or(iii)provide a refund that reflects reasonable depreciation for time of use, and for services/custom software. (iii)applies only if the remedies described in subparts (i) and (ii) are not obtainable despite Vendor's commercially reasonable efforts. This subsection states Customer's exclusive remedies for any third-parry intellectual property claim. Notwithstanding the foregoing, if Vendor provides the remedy described in subpart (iii) and the affected Customer incurs transition expenses relating to the replacement in such Customer's IT environment of the affected portion of Dell- Branded Products or services, such Customer may tender to Vendor a claim for such actual and reasonable transition expenses in an amount up to the difference between (y) the original purchase price for the affected portion of the product or service being removed and(z)the refund provided to such Customer pursuant to subpart(iii), above, and Vendor will pay such claim. Q. Section 10. Vendor Responsibilities, B. Taxes/Worker's Compensation/ UNEMPLOYMENT INSURANCE is hereby replaced in its entirety: 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER AS A RESULT OF WORKING UNDER THIS CONTRACT. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR Page 21 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER AS A RESULT OF ITS PERFORMANCE UNDER THIS CONTRACT. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES FOR CLAIMS UNDER THIS CLAUSE AS A RESULT OF ITS PERFORMANCE UNDER THIS CONTRACT. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS, VENDOR'S COUNSEL FOR VENDOR AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS, AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT AS TO CLAIMS AGAINST TEXAS STATE AGENCIES WITHOUT FIRST OBTAINING CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. R. Section 10.Vendor Responsibilities,C.Vendor Certifications, is hereby replaced in its entirety: C. Vendor Certifications Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive Page 22 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief,there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii)Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order 413224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix)Vendor certifies that, for its performance of this contract, it shall purchase products and materials produced in the State of Texas when available at the price and time comparable to products and materials produced outside the state,to the extent that such is required under Texas Government Code, Section 2155.4441. This certification will not be interpreted to prohibit or impair Vendor's provision of product from its then current and commercially available inventory. (x) agrees that all equipment and materials used in fulfilling the requirements of this contract are of high-quality and consistent with or better than applicable industry standards, if any. All Works and Services performed pursuant to this Contract shall be of high professional quality and workmanship and according consistent with or better than applicable industry standards, if any; (xi)to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xii) agree that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xiii) are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xiv) certify that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that they will not reasonably create the appearance of impropriety,and, if these facts change during the course of the Contract, certify they shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; (xv)under Section 2155.006, and Section 2261.053, Texas Government Code, are not ineligible to receive the specified contract and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate; (xvi) have complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.In addition,they acknowledge the applicability of§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract; and Page 23 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. (xvii) certify that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code. (xviii)certify that in accordance with Section 2270.002 of the Texas Government Code, by signature hereon, Vendor does not boycott Israel and will not boycott Israel during the term of this Contract. During the term of the Contract, Vendor will, for itself and on behalf of its Order Fulfillers, promptly disclose to DIR any changes that occur to the foregoing certifications. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications. In addition,Vendor understands and agrees that if Vendor responds to certain Customer pricing requests or Statements of Work, then, in order to contract with the Customer, Vendor may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law(e.g., privacy and security requirements). S. Section 10. Vendor Responsibilities, G. Responsibility for Actions, is hereby replaced in its entirety: 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. T. Section 10.Vendor Responsibilities,L Security of Premises,Equipment,Data and Personnel, is hereby replaced in its entirety: a) Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel of Customers and the premises, equipment,and other tangible property belonging to the Customer.Vendor shall use commercially reasonable efforts to preserve the safety of such personnel and the safety,security,and the integrity of such premises,equipment,and other tangible property,in accordance with the instruction of the applicable Customer provided to Vendor or the applicable Order Fulfiller by the Customer in writing or in the manner that Customer generally provides such instructions to its own employees and other contractors. Vendor shall be responsible for damage to Customer's premises, equipment and other tangible property when such damage is caused by its employee or subcontractor. If Vendor and/or an Order Fulfiller materially fails to comply with the applicable Customer's security requirements, then such Customer may immediately terminate its Purchase Order and related Service Agreement. b) In addition, Vendor and/or Order Fulfiller may, from time to time during performance of the Contract, have access to Customer's data ("Data") that is Page 24 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. hosted either at Customer's or a third party's premises (other than premises of Vendor's Affiliates or subcontractors)(collectively, "Customer Premises")or at Vendor's premises or the premises of Vendor's Affiliates or subcontractors (collectively, "Vendor Premises"). i. As to Data hosted at any Customer Premises, Vendor shall comply with Customer's instructions related to preserving the safety, security and integrity of such Data provided to Vendor or the applicable Order Fulfiller by the Customer in writing or in the manner that Customer generally provides such instructions to its own employees and other contractors. ii. As to Data hosted at any Vendor Premises, Vendor will comply with its generally applicable security standards designed to preserve the safety, security and integrity of such Data, as well as any additional security obligations expressly agreed in the applicable Statement of Work executed by Customer and Vendor. iii. Notwithstanding anything to the contrary in this Agreement, including this Section 10.I,except as otherwise expressly provided in a Statement of Work executed by Customer and Vendor: (A) Customer is responsible for backing up its own Data, (B) Vendor and Order Fulfiller shall not have operational or financial responsibility for refreshes,upgrades,modifications or improvements to Customer-provided facilities, equipment or software that may be required to preserve the safety, security and integrity of such Data, and (C) if Vendor or Order Fulfiller's compliance with Customer's instructions constitutes a material change to the scope of Services or their other obligations,the parties will equitably adjust the charges to account for such material change. Vendor and Order Fulfiller shall not be responsible, or liable for any damages,for any Data losses to the extent such Data cannot be retrieved due to Customer's (or Customer's applicable Third-Parry Vendor's)failure to use standard industry practices relating to data backups and retrieval of Data. iv. If Vendor has Data backup responsibility under the applicable Statement of Work, Vendor shall be operationally and financially responsible for restoring such Data that is lost or corrupted as soon as reasonably practicable in accordance with its Data restore responsibilities set forth in the Statement of Work, provided that, if the loss or corruption of Data results from a Force Majeure Event or other event for which Vendor's non- performance is excused, then Vendor and Customer will equitably adjust the charges to account for the additional effort incurred by Vendor in restoring the Data to the extent such additional charges result from activities in addition to the responsibilities Vendor is expressly obligated to perform under the applicable Statement of Work. In either of the foregoing cases in which additional charges may apply, Vendor will consult with the Page 25 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. applicable Customer before performing such restoration, and the applicable Customer may, at its discretion, direct Vendor not to restore the Data. U. Section 10. Vendor Responsibilities, J. Background and/or Criminal History Investigation, is hereby replaced in its entirety: Prior to commencement of any services, background and/or criminal history investigation of the Vendor's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by Vendor or Customers (as required by Customer),provided this requirement is added to the applicable specific Purchase Order between such Customer and Vendor. Should any employee or subcontractor of the Vendor who will be providing services to the Customer under such Purchase Order not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately require replacement of the employee or subcontractor in question. If Vendor fails to promptly replace the employee or subcontractor personnel, then Customer may immediately terminate its Purchase Order and related Service Agreement. V. Section 10. Vendor Responsibilities, K. Limitation of Liability, is hereby replaced in its entirety: For any claim or cause of action arising out of or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for indirect,punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii)Vendor's cumulative liability for all claims and damages of any kind to all Customers under the Contract shall be limited, in the aggregate, to $5,000,000. The foregoing limitations shall apply regardless of whether the claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation permitted to the fullest extent possible under such law. However, this limitation of Vendor's liability shall not apply to Vendor's indemnification obligations for claims of patent, trademark, or copyright infringement of Vendor-branded products or Vendor-provided services and deliverables as set forth in Section 10.A.3 ("Infringements"). W. Sectionl0. Vendor Responsibilities, L. Overcharges, is hereby replaced in its entirety: Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq., to the extent that such overcharge was, in fact,passed on to DIR or its Customers in the computer products Page 26 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. or other goods and/or services purchased by DIR or its Customers under this Contract during the time period referenced in the litigation. X. Section 10 Vendor Responsibilities,M. Prohibited Conduct, is hereby deleted in its entirety because the subject matter is addressed in 10.C.iii. Y. Section 10. Vendor Responsibilities, N. Required Insurance Coverage, is hereby replaced in its entirety: N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that have an A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person of $5,000; Personal Injury and Advertising Liability of $1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; and d) Waiver of Subrogation 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' Page 27 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY LIMIT. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles with a minimum combined single limit of$500,000 per occurrence for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. Z. Section 10. Vendor Responsibilities, S. Secure Erasure of Hard Disk Products and/or Services, is hereby replaced in its entirety: Vendor agrees that all products that are equipped with hard disk drives (e.g., computers, servers, printers, scanners, multifunction devices) shall have the capability to erase data written to the hard drive prior to final disposition of such managed service products and/or services, either at the end of the managed service product and/or services' useful life or at the end of the Customer's managed service product and/or services' useful life or the end of the related Customer Managed Services Agreement for such products and/or services, in accordance with 1 TAC 202.28. AA. Section 10. Vendor Responsibilities, T. Deceptive Trade Practices; Unfair Business Practices, is hereby replaced in its entirety: Vendor certifies as of the Effective Date of this Contract, that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. BB. Section 10. Vendor Responsibilities, U. Drug Free Workplace Policy, is hereby replaced in its entirety: Vendor will comply with drug and alcohol rules and regulations that are legally mandated for employers in the State of Texas. Vendor and Customers may agree to Page 28 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. more specific requirements for onsite services in a mutually agreed statement of work. CC. Section 11. Contract Enforcement, B. Termination, a) Termination for Non- Appropriation by Customer, is hereby replaced in its entirety: Customer shall not place Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i)by the governing body on behalf of local governments; ii)by the Texas legislature on behalf of state agencies;or iii)by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non- appropriation, Vendor and/or Order Fulfiller will be provided ten(10)calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services,they are obligated to pay for the product or services or they may return products and discontinue using services under any return provisions that Vendor offers. DD. Section 11. Contract Enforcement, B. Termination, 3) Termination for Convenience, is hereby replaced in its entirety: DIR may terminate the Contract, in whole or in part,by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services prior to manufacturing process for products, and for services, in accordance with a mutually agreed Statement of Work. For qualifying products, Customer may return following receipt, in accordance with the Vendor's Return Policy. EE. Section 11. Contract Enforcement, C. Force Majeure, is hereby replaced in its entirety: DIR, Customer, or Vendor may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order,provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially Page 29 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if 1) its performance is or will be delayed by 20 days or more by event(s) of Force Majeure (or a longer period if agreed to by the Customer) and 2) if it is reasonably determined by the Customer that Vendor will not be able to deliver services in a timely manner to meet the business needs of the Customer. FF. Section 14. Export Compliance, is hereby added: Compliance/Export Restrictions. Dell and Customer acknowledge that Products licensed or sold under this Agreement are subject to the export control laws and regulations of the United States or those of other countries from which they were supplied and in which they are used. Under U.S. laws and regulations, Products purchased under this Agreement may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to,activities related to the design, development,production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. Customer warrants that any software provided by Customer and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without a license. If Customer cannot make the preceding representation,Customer agrees to provide Dell with all of the information needed for Dell to obtain export licenses from the United States government and to provide Dell with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. Dell may also require export certifications from Customer for Customer provided software. Dell's acceptance of any order for Services is contingent upon the issuance of any applicable export license required by the United States Government; Dell is not liable for delays or failure to deliver a product resulting from Customer's failure to obtain such license or to provide such certification. Remainder of this page intentionally left blank Page 30 of 31 DIR Contract No. DIR-TSO-3763 Vendor Contract No. This Contract is executed to be effective as of January 10, 2018. Dell Marketing, L.P. Authorized By: _Signature on File Name: Dudley McClellan Title: Commercial Counsel, Dell Legal Date: December 15, 2017 The State of Texas, acting by and through the Department of Information Resources Authorized By: _Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: December 18 2017 Office of General Counsel: _DB _12/15/2017 Initials Date Page 31 of 31 Amendment Number 1 to Contract Number DIR-TSO-3763 between State of Texas, acting by and through the Department of Information Resources and Dell Marketing L.P. This Amendment Number 1 to Contract Number DIR-TSO-3763("Contract") is between the Department of Information Resources ("DIR") and Dell Marketing L.P. Corporation ("Contractor"). DIR and Contractor agree to modify the terms and conditions of the Contract as follows: 1. Appendix C, Pricing Index, is hereby replaced in its entirety with Appendix C, Pricing Index (per Amendment 1), as attached. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions,the order of precedence shall be this Amendment Number 1 and the Contract. (Remainder of Page Intentionally Left Blank) Amendment 1 Contract DIR-TSO-3763 rev.10/2017 Page 1 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature. Dell Marketing L.P. Authorized By: Signature on File Name: Dudley McClellan Title: Commercial Counsel, Dell Legal Date: 2/27/2019 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 2/27/2019 Office of General Counsel: MH 2/27/2019 Amendment 1 Contract DIR-TSO-3763 rev.10/2017 Page 2 Amendment Number 2 to Contract Number DIR-TSO-3763 between State of Texas, acting by and through the Department of Information Resources and Dell Marketing LP This Amendment Number 2 to Contract Number DIR-TSO-3763 ("Contract") is between the Department of Information Resources ("DIR") and Dell Marketing LP ("Vendor"). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for two (2) years through January 10, 2022, or until terminated pursuant to the termination clauses contained in the Contract. The contract will renew automatically for one additional two (2) year increment under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. 2. Contract, Section 6. Notification is hereby replaced with the following: Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Hershel Becker or Successor in Office Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 If sent to the Vendor: Dell Marketing, L.P. One Dell Way, Mail Stop RR1-33 Round Rock, Texas 78682 Phone: (512) 723-2585 Facsimile: (512) 283-9092 Amendment 2 Contract DIR-TSO-3763 rev.10/2019 Page 1 Email: L.j.d I, ..y........., „ , ,I, „I„I, „r.1( „ „',�„�„ ,cr„!!1r„ All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions,the order of precedence shall be this Amendment 2, then Amendment Number 1 and then the Contract. (REMAINDER OF PAGE IS BLANK INTENTIONALLY) Amendment 2 Contract DIR-TSO-3763 rev.10/2019 Page 2 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than 01/10/2020. Dell Marketing LP Authorized By: Signature on File Name: Dudley McClellan Title: Commercial Counsel, Dell Legal Date: 1/8/2020 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 1/9/2020 Office of General Counsel: DB 1/8/2020 Amendment 2 Contract DIR-TSO-3763 rev.10/2019 Page 3 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Table of Contents 1. Contract Scope....................................................................................................................... 1 2. No Quantity Guarantees......................................................................................................... 1 3. Definitions.............................................................................................................................. 1 4. General Provisions................................................................................................................. 2 A. Entire Agreement..........................................................................................................2 B. Modification of Contract Terms and/or Amendments..................................................2 C. Invalid Term or Condition............................................................................................ 3 D. Assignment................................................................................................................... 3 E. Survival......................................................................................................................... 3 F. Choice of Law............................................................................................................... 4 G. Limitation of Authority................................................................................................. 4 H. Proof of Financial Stability........................................................................................... 4 5. Intellectual Property Matters..................................................................................................4 A. Definitions..................................................................................................................... 4 B. Ownership..................................................................................................................... 5 C. Further Actions. ............................................................................................................ 6 D. Waiver of Moral Rights. ............................................................................................... 6 E. Confidentiality. ............................................................................................................. 6 F. Injunctive Relief............................................................................................................ 7 G. Return of Materials Pertaining to Work Product. ......................................................... 7 H. Vendor License to Use.................................................................................................. 7 I. Third-Parry Underlying and Derivative Works. ........................................................... 7 J. Agreement with Subcontracts....................................................................................... 8 K. License to Customer. .................................................................................................... 8 L. Vendor Development Rights......................................................................................... 8 6. Terms and Conditions Applicable to State Agency Purchases Only:.................................... 8 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only)......................................................... 8 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)............................................................................................................................. 9 7. Contract Fulfillment and Promotion...................................................................................... 9 A. Service, Sales and Support of the Contract................................................................... 9 B. Use of Order Fulfillers.................................................................................................. 9 0 ................................................................................................................................. 9 2) Changes in Order Fulfiller List............................................................................. 10 3) Order Fulfiller Pricing to Customer...................................................................... 10 C. Product Warranty and Return Policies........................................................................ 10 D. Customer Site Preparation .......................................................................................... 10 E. Internet Access to Contract and Pricing Information ................................................. 11 1) Vendor Webpage .................................................................................................. 11 2) Accurate and Timely Contract Information.......................................................... 11 3) Webpage Compliance Checks .............................................................................. 11 4) Webpage Changes................................................................................................. 12 5) Use of Access Data Prohibited ............................................................................. 12 6) Responsibility for Content.................................................................................... 12 F. Services Warranty and Return Policies ........................................................................... 12 G. DIR Logo.................................................................................................................... 12 H. Vendor and Order Fulfiller Logo................................................................................ 12 I. Trade Show Participation............................................................................................ 13 J. Orientation Meeting.................................................................................................... 13 K. Performance Review Meetings................................................................................... 13 L. DIR Cost Avoidance................................................................................................... 13 8. Pricing, Purchase Orders, Invoices, and Payments.............................................................. 13 A. Manufacturer's Suggested Retail Price (MSRP) or List Price.................................... 13 B. Customer Discount...................................................................................................... 14 C. Customer Price............................................................................................................ 14 D. Shipping and Handling Fees....................................................................................... 14 E. Tax-Exempt................................................................................................................. 14 F. Travel Expense Reimbursement................................................................................. 14 G. Changes to Prices........................................................................................................ 15 H. Purchase Orders .......................................................................................................... 15 I. Invoices....................................................................................................................... 15 J. Payments..................................................................................................................... 16 9. Contract Administration....................................................................................................... 16 A. Contract Managers...................................................................................................... 16 1) State Contract Manager......................................................................................... 16 2) Vendor Contract Manager..................................................................................... 16 B. Reporting and Administrative Fees ............................................................................ 16 1) Reporting Responsibility ...................................................................................... 16 2) Detailed Monthly Report...................................................................................... 17 3) Historically Underutilized Businesses Subcontract Reports................................. 17 4) DIR Administrative Fee........................................................................................ 17 5) Accurate and Timely Submission of Reports ....................................................... 17 C. Records and Audit....................................................................................................... 18 D. Contract Administration Notification......................................................................... 19 10. Vendor Responsibilities....................................................................................................... 19 A. Indemnification........................................................................................................... 19 1) INDEPENDENT CONTRACTOR....................................................................... 19 08/21/2016 ii 2) ACTS OR OMISSIONS ....................................................................................... 20 3) INFRINGEMENTS ..............................................................................................20 4) PROPERTY DAMAGE........................................................................................21 B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE........................21 C. Vendor Certifications..................................................................................................22 D. Ability to Conduct Business in Texas......................................................................... 24 E. Equal Opportunity Compliance ..................................................................................24 F. Use of Subcontractorsand Designation of Order Fulfillers......................................... 24 G. Responsibility for Actions ..........................................................................................24 H. Confidentiality ............................................................................................................25 L Security of Premises, Equipment, Data and Personnel............................................... 25 J. Background and/or Criminal History Investigation....................................................25 K. Limitation of Liability................................................................................................. 25 L. Overcharges ................................................................................................................26 M. Prohibited Conduct..................................................................................................... 26 N. Required Insurance Coverage..................................................................................... 26 O. Use of State Property ..................................................................................................27 P. Immigration................................................................................................................. 27 Q. Public Disclosure........................................................................................................28 R. Product and/or Services Substitutions ........................................................................28 S. Secure Erasure of Hard Disk Managed Services Products and/or Services ............... 28 T. Deceptive Trade Practices; Unfair Business Practices ............................................... 28 U. Drug Free Workplace Policy ......................................................................................29 V. Accessiblity of Public Information............................................................................. 29 W. Vendor Reporting Requirements ................................................................................29 11. Contract Enforcement..........................................................................................................29 A. Enforcement of Contract and Dispute Resolution......................................................29 B. Termination................................................................................................................. 30 1) Termination for Non-Appropriation..................................................................... 30 2) Absolute Right...................................................................................................... 30 3) Termination for Convenience............................................................................... 31 4) Termination for Cause .......................................................................................... 31 5) Immediate Termination or Suspension................................................................. 32 6) Customer Rights Under Termination.................................................................... 32 7) Vendor or Order Fulfiller Rights Under Termination........................................... 32 C. Force Majeure............................................................................................................. 32 12. Notification.......................................................................................................................... 32 A. Notices ........................................................................................................................ 32 B. Handling of Written Complaints................................................................................. 33 13. Captions ............................................................................................................................... 33 08/21/2016 iii Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract ScopeContract Scope The Vendor shall provide the products and related services and cloud services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services and cloud services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services or cloud services will be procured through the Contract. 3. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas,the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith-based group,that enters into a financial or non- financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity 08/21/2016 Page 1 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check — an audit of Vendor's compliance with the Contract may be performed by, but not limited to, a third parry auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract—the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller—the parry,either Vendor or a parry that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order -the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State—refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Vendor or Order Fulfiller may be added in a Purchase Order and given effect.No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre- printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect.In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. 08/21/2016 Page 2 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 3) Customers and Vendor will negotiate and enter into written agreements regarding statements of work, service level agreements,remedies, acceptance criteria, information confidentiality and security requirements, and other terms specific to their Purchase Orders under the Contract with Vendors. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable State and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable State and/or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more terms or conditions in the Contract, or the application of any term or condition to any parry or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction,the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a parry by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning parry and, for Vendor, a mutually agreed written Contract amendment. Any other assignment by a parry shall require the written consent of the other parry and a mutually agreed written Contract amendment. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract All Purchase Orders issued and accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract for the term of the Purchase Order, unless the Customer terminates the Purchase Order sooner. However, regardless of the term of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract for more than five years, unless Customer makes an express finding and justification for the longer term. The finding and justification must either be included in the Purchase Order, or referenced in it and maintained in Customer's procurement record. Rights and obligations under this Contract which by their nature should survive, including, but not limited to the DIR Administrative Fee; and any and all payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof. 08/21/2016 Page 3 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services F. Choice of Law The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR. H. Proof of Financial Stability Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at any time during the contract term. 5. Intellectual Property Matters A. Definitions 1)" Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts,writings,pictorial materials, schematics, formulae,processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents,trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a)by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors,where, although creation or reduction- to-practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created,invented or conceived by such person while affiliated with Customer. 08/21/2016 Page 4 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 2) "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a parry include all worldwide legal rights or interests that the parry may have acquired by assignment or license with the right to grant sublicenses. 3)"Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4) "Third Party IP" means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not directly or indirectly providing any goods or services to Customer under this Contract. 5) "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product,and all Intellectual Property Rights in the Work Product,without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the 08/21/2016 Page 5 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Parry IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor,upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence,Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney-in-fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert,any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub-paragraph H. 08/21/2016 Page 6 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services hereunder. Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract,upon a request by Customer,without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes,records,drawings,manuals,computer software,reports,data,and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertain to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non-transferable, non-exclusive, royalty-free, fully paid-up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. L Third-Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Parry IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third parry for Customer's benefit, the irrevocable, perpetual,non-exclusive,worldwide,royalty-free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Parry IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and(ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Parry IP. On request, Vendor shall provide Customer with documentation indicating 08/21/2016 Page 7 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s)that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees,agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder,provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 6. Terms and Conditions Applicable to State Agency Purchases Only: A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State 08/21/2016 Page 8 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act). B.Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1)Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 6.13.2, below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR or a written certification that a commodity is not on DIR contract (for the limited purpose of purchasing from a local government purchasing cooperative). 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 6.13. 7. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service,sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and related services and cloud services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and related services and cloud services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and related services and cloud services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on 08/21/2016 Page 9 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i)any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers,Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.B.l.a above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then-currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service 08/21/2016 Page 10 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Webpage Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and maintain a webpage specific to the products and related services and cloud services awarded under the Contract that are clearly distinguishable from other, non- DIR Contract offerings on the Vendor's website. The webpage must include: a) the products and related services and cloud services awarded; b) description of product and service awarded c) a current price list or mechanism (for example, a services calculator or product builder)to obtain specific contracted pricing; d) discount percentage (%) off MSRP or List Price; e) designated Order Fulfillers; f) contact information(name,telephone number and email address)for Vendor and designated Order Fulfillers; g) instructions for obtaining quotes and placing Purchase Orders; h) warranty policies; i) return policies; j) the DIR Contract number with a hyperlink to the Contract's DIR webpage; k) a link to the DIR"Cooperative Contracts" webpage; and 1) the DIR logo in accordance with the requirements of this Section. If Vendor does not meet the webpage requirements listed above, DIR may cancel the contract without penalty. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Webpage Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's webpage will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this webpage is compliant with the pricing as stated in the Contract. 08/21/2016 Page 11 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 4) Webpage Changes Vendor hereby consents to a link from the DIR website to Vendor's webpage in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State.DIR reserves the right to suspend, terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link suspension, termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. Services Warranty and Return Policies Vendor and Order Fulfiller will adhere to the Vendor's then-currently published policies concerning services warranties and returns. Such policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like services. G. DIR Logo Vendor and Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Vendor or Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and related services and cloud services under the Contract to Customers, and(iv) any other use of the DIR logo requires prior written permission from DIR. H. Vendor and Order Fulfiller Logo If DIR receives Vendor's or Order Fulfiller's prior written approval, DIR may use the Vendor's and Order's Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and related services and cloud services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated 08/21/2016 Page 12 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. I. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in no more than two DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. J. Orientation Meeting Within thirty(30)calendar days from execution of the Contract,Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract to include reporting requirements. DIR, at its discretion, may waive the orientation requirement for Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. K. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting- L. DIR Cost Avoidance As part of the performance measures reported to state leadership,DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of products and services sold under the Contract. The report shall contain: service or product part number, product or service description, list price and price to Customer under the Contract. 8. Pricing, Purchase Orders, Invoices, and Payments A. Manufacturer's Suggested Retail Price (MSRP) or List Price MSRP is defined as the product sales price list published in some form by the manufacturer or publisher of a product and available to and recognized by the trade. A price list especially prepared for a given solicitation is not acceptable. 08/21/2016 Page 13 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services B. Customer Discount The minimum Customer discount for all products and related services and cloud services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price 1) The price to the Customer shall be calculated as follows: Customer Price= (MSRP or List Price— Customer Discount as set forth in Appendix C, Pricing Index) x (1 +DIR Administrative Fee, as set forth in the Contract). 2) Customers purchasing products and related services and cloud services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 3) If pricing for products and related services or cloud services available under this Contract is provided by the Vendor at a lower price to: (i) an eligible Customer who is not purchasing those products and related services or cloud services under this Contract or(ii)to any other customer under the same terms and conditions provided for the State for the same commodities and services under this contract,then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products and related services or cloud services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall notify DIR within ten (10) business days and this Contract shall be amended to reflect the lower price. D. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination.No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited or special delivery, Customer will be responsible for any charges for expedited or special delivery. E. Tax-Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales,use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i)and 0). Customers shall provide evidence of tax-exempt status to Vendor upon request. F. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense 08/21/2016 Page 14 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http://www.window.state.tx.us/,procurement/pro /gip/). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. The DIR administrative fee specified in the Contract is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre-approved in writing by Customer. Customer reserves the right not to pay travel expenses which are not pre-approved in writing by the Customer. G. Changes to Prices Subject to the requirements of this section,Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Vendor may revise its pricing (but not its discount rate, if any, and not the products or related services or cloud services on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are subject to review by DIR. If DIR finds that a product's or service's price has been increased unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the level published before the revision. Vendor must reduce its pricing, or remove the product from its pricing list. Failure to do so will constitute an act of default by Vendor. H. Purchase Orders All Customer Purchase Orders will be placed directly with the Vendor or Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Vendor or Order Fulfiller when accepted by Vendor or Order Fulfiller. Customer and Vendor may work together to include specific requirements as to what constitutes a valid Purchase Order. Vendors will be required to comply with the disclosure requirements of Section 2252.908, Texas Government Code, as enacted by House Bill 1295, 84 h Regular Session,when execution of a contract requires an action or vote by the governing body of a governmental entity before the contract may be signed. I. Invoices 1)Invoices shall be submitted by the Vendor or Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and related services and/or cloud services purchased under the Contract and any provision of acceptance of such products and related services and/or cloud services shall be made by the Customer to the Vendor or Order Fulfiller. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Vendor will agree to acceptable terms. 08/21/2016 Page 15 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 2)Invoices must be timely and accurate.Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to services,products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. 3) The administrative fee as set forth in the Contract shall not be broken out as a separate line item when pricing or invoice is provided to Customer. J. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor or Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Vendor will agree to acceptable terms. 9. Contract Administration A. Contract Managers DIR and the Vendor will each provide a Contract Manager to support the Contract. Information regarding the Contract Manager will be posted on the Internet website designated for the Contract. 1) State Contract Manager DIR shall provide a Contract Manager whose duties shall include but not be limited to: i) advising DIR and Vendor of Vendor's performance under, and compliance with the terms and conditions of the Contract, ii) periodic verification of product and services pricing, and iii)verification of monthly reports submitted by Vendor. 2) Vendor Contract Manager Vendor shall identify a specific Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between Vendor or Order Fulfiller and a Customer, and iii) advising DIR of Vendor's or Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then- current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR, adequately serving the needs of the State. B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Vendor and Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. 08/21/2016 Page 16 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to compliance checks of Vendor's applicable Contract. Vendor will provide all required documentation at no cost. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports shall be submitted to the DIR Cooperative Contracts E-Mail Box atict.sales(-7,dintexas.gov. Reports are due on the fifteenth(15') calendar day after the close of the previous month period. If the 15'h calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include,per transaction:the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the administrative fee due for the reporting period, subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract discount percentage, actual discount percentage, negotiated contract price (if fixed price is offered instead of discount off of MSRP), and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. Vendor shall report in a manner required by DIR which is subject to change dependent upon DIR's business needs. Failure to do so may result in contract termination. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with Vendor's relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The maximum administrative fee is set by the Texas Legislature in the biennial General Appropriations Act. Payment of the administrative fee shall be due on the fifteenth (15'') calendar day after the close of the previous month period. DIR may change the amount of the administrative fee upon thirty (30) calendar days written notice to Vendor without the need for a formal contract amendment. b) Vendor shall reference the DIR Contract number, reporting period, and administrative fee amount on any remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any 08/21/2016 Page 17 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3)business days,Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at Vendor's expense. DIR will select the auditor (and all payments to auditor will require DIR approval). c) Failure to timely submit three(3)reports or administrative fee payments within any rolling twelve(12)month period may, at DIR's discretion,result in the addition of late fees of $100/day for each day the report or payment is due (up to $1000/month) or suspension or termination of Vendor's Contract. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency or designee, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of seven (7) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: the the Vendor or Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 08/21/2016 Page 18 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices, customer records including but not limited to contracts, agreements, purchase orders and statements of work, and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management staff,the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to the DIR Internal Audit department,or DIR Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports,DIR may invoice for the reasonable costs of the audit,which Vendor must pay within thirty (30) calendar days of receipt. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Vendor and Order Fulfillers through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Prior to execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract,DIR shall provide Vendor with written notification of the following: i)DIR Contract Administrator name and contact information, and ii) DIR Cooperative Contracts E-Mail Box information. 10. Vendor Responsibilities A. Indemnification 1) INDEPENDENT CONTRACTOR VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER OR THE STATE OF TEXAS. 08/21/2016 Page 19 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 2) ACTS OR OMISSIONS Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 3) INFRINGEMENTS a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third parry claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i)use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. 08/21/2016 Page 20 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non-infringing. 4) PROPERTY DAMAGE IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL PAY THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR 08/21/2016 Page 21 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. C. Vendor Certifications Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity,future employment,gift,loan, gratuity, special discount,trip,favor,or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they,nor anyone acting for them, have violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order 413224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) Vendor represents and warrants that, for its performance of this contract, it 08/21/2016 Page 22 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services shall purchase products and materials produced in the State of Texas when available at the price and time comparable to products and materials produced outside the state, to the extent that such is required under Texas Government Code, Section 2155.4441; (x) agrees that all equipment and materials used in fulfilling the requirements of this contract are of high-quality and consistent with or better than applicable industry standards, if any. All Works and Services performed pursuant to this Contract shall be of high professional quality and workmanship and according consistent with or better than applicable industry standards, if any; (xi) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xii) agree that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xiii) are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xiv) represent and warrant that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that they will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, certify they shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; (xv) under Section 2155.006, and Section 2261.053, Texas Government Code, are not ineligible to receive the specified contract and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate; (xvi) have complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, they acknowledge the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract; and (xvii) represent and warrant that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code. During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. 08/21/2016 Page 23 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services In addition, Vendor understands and agrees that if Vendor responds to certain Customer pricing requests or Statements of Work, then, in order to contract with the Customer, Vendor may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law (e.g.,privacy and security requirements). D. Ability to Conduct Business in Texas Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas in accordance with Texas Business Organizations Code, Title 1, Chapter 9. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws,regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff,including the identification of minorities and women in management or other positions with discretionary or decision-making authority. F. Use of Subcontractors and Designation of Order Fulfillers If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses (HUB). A revised Subcontracting Plan approved by DIR's HUB Office shall be required before Vendor can engage additional subcontractors in the performance of this Contract. A revised Subcontracting Plan approved by DIR's HUB Office shall be required before Vendor can remove subcontractors currently engaged in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. Vendors who submit Order Fulfillers must indicate whether (a) the Order Fulfiller(s) will provide sales and marketing of the Vendor's services only or(b)the Order Fulfiller(s)will provide technical services in addition to sales and marketing of the Vendor's services. If Vendor wishes to engage additional Order Fulfiller(s) to provide technical services after Contract execution, Vendor must submit the qualifications of Order Fulfiller(s)to the DIR Contract Manager for approval (in addition to meeting HUB requirements) prior to inclusion of such Order Fulfiller. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or 08/21/2016 Page 24 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Certification Statement of Exhibit A to the RFO and/or Section 10.C. (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are governmental bodies as defined by Texas Government Code, Section 552.003 are subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are governmental bodies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to any party in any manner. L Security of Premises, Equipment, Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel,premises, equipment, and other property, including data, files and/or materials (collectively referred to as "Data")belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. J. Background and/or Criminal History Investigation Prior to commencement of any services, background and/or criminal history investigation of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by the Customer.. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claims or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the 08/21/2016 Page 25 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation. L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5)business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to,and approved by,DIR and the Customer.All required insurance must be issued by companies that have an A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability 08/21/2016 Page 26 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person of$5,000;Personal Injury and Advertising Liability of$1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; and d) Waiver of Subrogation 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT(ART.8308-1.01 ET SEQ.TEX.REV.CIV. STAT)AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 PER ACCIDENT, $1,000,000 DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY LIMIT. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles with a minimum combined single limit of$500,000 per occurrence for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. O. Use of State Property Vendor is prohibited from using the Customer's equipment,the customer's location, or any other resources of the Customer or the State for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the 08/21/2016 Page 27 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s)who will perform any labor or services under this Contract. Pursuant to Executive Order No. RP-80, issued by the Governor of Texas on December 3, 2014, and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with the United States Department of Homeland Security's E-Verify system to determine the eligibility of: • all persons 1) to whom the E-Verify system applies, and 2) who are hired by the Vendor during the term of this Contract to perform duties within Texas; and • all subcontractors' employees 1)to whom the E-Verify system applies, and 2)who are hired by the subcontractor during the term of this Contract and assigned by the subcontractor to perform work pursuant to this Contract. The Vendor shall require its subcontractors to comply with the requirements of this Section and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure No public disclosures or news releases pertaining to this contract shall be made by Vendor without prior written approval of DIR. R. Product and/or Services Substitutions Substitutions are not permitted without the written permission of DIR or Customer. S. Secure Erasure of Hard Disk Managed Services Products and/or Services Vendor agrees that all managed service products and/or services equipped with hard disk drives (i.e. computers, telephones,printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to securely erase data written to the hard drive prior to final disposition of such managed service products and/or services, either at the end of the managed service product and/or services' useful life or at the end of the Customer's managed service product and/or services' useful life or the end of the related Customer Managed Services Agreement for such products and/or services, in accordance with 1 TAC 202. T. Deceptive Trade Practices; Unfair Business Practices 1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business & Commerce Code, or(ii)has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. 08/21/2016 Page 28 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 2) Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or(ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. U. Drug Free Workplace Policy Vendor 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 Vendor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. V. Accessiblity of Public Information 1) Pursuant to S.B. 1368 of the 83rd Texas Legislature, Regular Session, Vendor is required to make any information created or exchanged with the State pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 2) Each State government entity should supplement the provision set forth in Subsection 1, above, with the additional terms agreed upon by the parties regarding the specific format by which the Vendor is required to make the information accessible by the public. W. Vendor Reporting Requirements Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added by HB 2539 of the 83rd Texas Legislature, Regular Session, requiring computer technicians to report images of child pornography. 11. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and(iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent 08/21/2016 Page 29 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services with subparagraph A.1 above. DIR shall not be a parry to any such dispute unless DIR, Customer, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. B. Termination 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i)by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non- appropriation, Vendor and/or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services,they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b) Termination for Non-Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii)by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 2) Absolute Right Note:NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order 413224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes 08/21/2016 Page 30 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of intent to terminate. 3) Termination for Convenience DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)calendar days written notice. A Customer may terminate a Purchase Order or other contractual document or relationship by giving the other party thirty (30)calendar days written notice. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting party shall give the defaulting parry thirty (30) calendar days from receipt of notice to cure said default. If the defaulting parry fails to cure said default within the timeframe allowed, the non-defaulting parry may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order or other contractual document or relationship upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order or other contractual document or relationship in accordance with Section 4.13.2 above,upon the following preconditions: first,the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting parry shall give the defaulting parry ten (10) calendar days from receipt of notice to cure said default. If the defaulting parry fails to cure said default within the timeframe allowed, the non-defaulting parry may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. Customer may immediately suspend or terminate a Purchase Order without advance notice in the event Vendor fails to comply with confidentiality, privacy, security requirements, environmental or safety laws or regulations, if such non-compliance relates or may relate to vendor provision of goods or services to the Customer. 08/21/2016 Page 31 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services 5) Immediate Termination or Suspension DIR may immediately suspend or terminate this Contract without advance notice if DIR receives notice or knowledge of potentially criminal violations by Vendor or Order Fulfiller (whether or not such potential violations directly impact the provision of goods or services under this Contract). In such case, the Vendor or Order Fulfiller may be held ineligible to receive further business or payment but may be responsible for winding down or transition expenses incurred by Customer. DIR or Customer will use reasonable efforts to provide notice (to the extent allowed by law)to vendor within five (5)business days after imposing the suspension or termination. Vendor may provide a response and request an opportunity to present its position. DIR or Customer will review vendor presentation, but is under no obligation to provide formal response. 6) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason,a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 7) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non- performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 12. Notification A.Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or(ii)three business days after being mailed 08/21/2016 Page 32 of 31 Texas Department of Information Resources DIR-TSO-3763 Appendix A Standard Terms and Conditions For Product and Related Services via United States Postal Service. All notices under the Contract shall be sent to a parry at the respective address indicated in Section 6 of the Contract or to such other address as such parry shall have notified the other parry in writing. B.Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15'h Street, Suite 1300 Austin, Texas 78701 (512) 475-4759, facsimile 13. Captions The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 08/21/2016 Page 33 of 31 Rev.2/17 HUB Subcontracting Plan ( HSP QUICK CHECKLIST While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need to complete,it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency. If you will be awarding all ofthe subcontracting work you have to offer under the contract to only Texas certified HUB vendors,complete: ❑ Section 1 -Respondent and Requisition Information ❑ Section 2 a.-Yes, I will be subcontracting portions of the contract. ❑ Section 2 b.-Listallthe portions of workyou will subcontract,and indicatethe percentage of the contractyou expecttoaward to Texas certified HUB vendors. ❑ Section2c.-Yes ❑ Section 4-Affirmation ❑ GFE Method A(Attachment A)-Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. >. If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors,and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a continuous contract*in place for more than five(5)years meets or exceeds the HUB Goal the contracting agency identified in the "Agency Special Instructions/Additional Requirements",complete: ❑ Section 1 -Respondent and Requisition Information ❑ Section 2 a.-Yes, I will be subcontracting portions of the contract. ❑ Section 2 b.-Listallthe portionsofworkyouwill subcontract,and indicate the percentage of the contract you expecttoaward to Texas certified HUBvendors and Non-HUB vendors. ❑ Section 2 c.-No ❑ Section 2 d.-Yes ❑ Section 4-Affirmation ❑ GFE Method A(Attachment A)-Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. ',► If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non -HUB vendors or only to Non-HUB vendors,and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a continuous contract*in place for more than five(5)years does not meet or exceed the HUB Goal the contracting agency identified inthe"AgencySpecial Instructions/Additional Requirements",complete: ❑ Section 1 -Respondent and Requisition Information ❑ Section 2 a.-Yes, I will be subcontracting portions of the contract. ❑ Section 2 b.-Listallthe portions of workyouwill subcontract,and indicate the percentage of the contract you expect to awardto Texascertified HUB vendors and Non-HUB vendors. ❑ Section 2 c.-No ❑ Section 2 d.-No ❑ Section 4-Affirmation ❑ GFE Method B(Attachment B)-Complete an Attachment B for each of the subcontracting opportunities you listed in Section 2 b. If you will not be subcontracting any portion of the contract and will be fulfilling the entire contract with your own resources (i.e.,employees,supplies,materials and/orequipment),complete: ❑ Section 1 -Respondent and Requisition Information ❑ Section 2 a.-No,I will not be subcontracting any portion of the contract,and I will befulfilling the entire contractwith my own resources. ❑ Section 3-Self Performin g Justification ❑ Section 4-Affirmation *Continuous Contract:Any existing written agreement(including any renewals that are exercised)between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service,to include under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is consi dered continuous.Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract.In such situations the prime contractor and HUB vendor are entering(have en tered)into"new" contracts. nlr,iiw l)<c (onfidciflol Rev.2/17 � f HUB Subcontracting Plan ( HSP In accordance with Texas Gov't Code§2161.252,the contracting agency has determined that subcontracting opportunities are probable under this contract.Therefore, all respondents, including State of Texas certified Historically Underutilized Businesses(HUBs) must complete and submit this State of Texas HUB Subcontracting Plan(HSP)with their response to the bid requisition(solicitation). NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code§2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study.The statewide HUB goals defined in 34 Texas Administrative Code(TAC)§20.284 are: • 11.2 percent for heavy construction other than building contracts, • 21.1 percent for all building construction,including general contractors and operative builders'contracts, • 32.9 percent for all special trade construction contracts, • 23.7 percent for professional services contracts, • 26.0 percent for all otherservices contracts,and • 21.1 percent for commodities contracts. --Aaencv Special Instructions/Additional Reauirements -- In accordance with 34 TAC§20.285(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which it will subcontract.If using existing contracts with Texas certified HUBs to satisfy this requirement only the aggregate percentage of the contracts expected to be subcontracted to HUBs with which the respondent does not have a continuous contract*in place for more than five(5)years shall qualify for meeting the HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study. • RESPONDENT AND REQUISITION INFORMATION a, Respondent(Company)Name: Dell Marketing L.P. State of Texas VID#. 1742616805400 Point of contact: Dennis Brabandt Phone#. 512-723-2585 E-mailAddress: Dennis—B rabandt@dell.com Fax#. b. Is your company a State of Texas certified H U B? ❑-Yes p-No c. Requisition#. DIR-TSO-3763 Bid Open Date: 10/27/2016 (mm/dd/yyyy) 1 n lr,iiw,ll)<c (onfidciflol Rev.2/17 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 • RESPONDENT'S SUBCONTRACTING INTENTIONS After dividing the contractwork into reasonable lots or portions to the extent consistent with prudent industry practices,and taking into consideration the scope of work to be performed under the proposed contract,including all potential subcontracting opportunities,the respondent must determine what portions of work,including contracted staffing,goods and services will be subcontracted.Note:In accordance with 34 TAC§20.282,a"Subcontractor"means a person who contracts with a prime contractor to work,to supply commodities,or to contribute toward completing work for a governmental entity. a. Check the appropriate box(Yes or No)that identifies your subcontracting intentions: ❑ -Yes,I will be subcontracting portions of the contract.(If Yes,complete Item b of this SECTION and continue to Item c of this SECTION.) ❑-No,I will not be subcontracting any portion of the contract,and I will be fulfilling the entire contract with my own resources,including employees,goods and services.(If No,continue to SECTION 3 and SECTION 4.) b. List all the portions of work(subcontracting opportunities)you will subcontract.Also,based on the total value of the contract,identify the percentages of the contract you expect to award to Texas certified HUBs,and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB(i.e.,Non-HUB). HUBs Non-HUBs Item# Subcontracting Opportunity Description Percentage of the contract Percentage of the contract expected to be subcontracted to expected to be subcontracted to Percentage of the contract HUBs with which you have HUBs with which you have a expected to be subcontracted a continuous contract*in place continuous contract*in place for to non-HUBs. for more than five(S)years. more than five/5)years. 1 Order Fulfillers, Resellers ,CFI, CFS, &Warranty 34.75% Rio 13.00% 2 % % 3 % % % 4 % % % 5 % % % 6 % % % 7 % % % 8 % % % 9 % % % 10 % % % 11 % % % 12 % % % 13 % % % 14 % % % 15 % % % Aggregate percentages of the contract expected to be subcontracted: 34.75 % % 13.00% (Note:If you have more than fifteen subcontracting opportunities,a continuation sheet is available online at hf,;1 s,;//www„corrir troller.iexas.c ov„/,g a,cc@7 as,ii /vendor/Nlub/focTrls..ll. . c. Check the appropriate box(Yes or No)that indicates whether you will be using only Texas certified HU Bs to perform all of the subcontracting opportunities you listed in SECTION 2,Itemb. ❑ -Yes(If Yes,continue to SECTION 4 and complete an"HSP Good Faith Effort-Method A(Attachment A)"for each of the subcontracting opportunities you listed.) M-No(If No,continue to Item d,of thisSECTION.) d. Check the appropriate box(Yes or No)that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with which you do not have a continuous contract*in place with for more than five (5) years, meets or exceeds the HUB goal the contracting agency identified on page 1 in the"Agency Special Instructions/Additional Requirements." ffl- (If Yes,continue to SECTION 4 and complete an"HSP Good Faith Effort-Method A(Attachment A)"for each of the subcontracting opportunities you listed.) []-No(If No,continue to SECTION 4 and complete an"HSP Good Faith Effort-Method B(Attachment B)"for each of the subcontracting opportunities you listed.) *Continuous Contract:Any existing written agreement(including any renewals that are exercised)between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of ti me. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract.In such situations the prime contractor and HUB vendor are entering(have entered)into"new" contracts. cri A H"( -(01 [10( rlal 2 Rev.2/17 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 RESPONDENT'S SUBCONTRACTING INTENTIONS(CONTINUATION SHEET) This page can be used as a continuation sheet to the HSP Form's page 2, Section 2, Item b. Continue listing the portions of work (subcontracting opportunities)you will subcontract.Also,based on the total value of the contract,identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB(i.e.,Non-HUB). HUBs Non-HUBs Percentage of the contract Percentage of the contract Percentage of the contract Item# Subcontracting Opportunity Description expected to be subcontracted to expected to be subcontracted to expected to be subcontracted HUBs with which you gll+ i Ujo have HUBs with which you have a to non-HUBs. a continuous contract*in place continuous contract*in place for for more than five (5)years. more than five(5)years. 16 % % % 17 % % % 18 % % % 19 % % % 20 % % % 21 % % % 22 % % % 23 % % % 24 % % % 25 % % % 26 % % % 27 % % % 28 % % % 29 % % % 30 % % % 31 % % % 32 % % % 33 % % % 34 % % % 35 % % % 36 % % % 37 % % % 38 % % % 39 % % % 40 % % % 41 % % % 42 % % % 43 % % % Aggregate percentages of the contract expected to be subcontracted: % % % *Continuous Contract:Any existing written agreement(including any renewals that are exercised)between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuo us. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract.In such situations the prime contractor and HUB vendor are entering(have entered)into "new"contracts. HSP—SECTION 2 (Continuation Sheet) P1r,mr,IIRr (onfidciflol Rev.2/17 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 SELF PERFORMING JUSTIFICATION (If you responded "No"to SECTION 2, Item a,you must complete this SECTION and continue to SECTION 4.) If YOU responded "No"to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies, materials and/or equipment. .67MIFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1,and that the information and supporting documentation submitted with the HSP is true and correct.Respondent understands and agrees that,if awarded any portion of the requisition: • The respondent will provide notice as soon as practical to all the subcontractors(HUBS and Non-HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten(10)working days after the contract is awarded. • The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBS and Non-HUBs). (The PAR is available at https.;//www.::Com�frt rJllll rt x,s, ov/ �rcloasiiir /ctocs/pub forms/Pro ressAssessirneirtRe ortl orm.xlls). • The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP.If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law,up to and including debarment from all state contracting. • The respondent must,upon request,allow the contracting agency to perform on-site reviews of the company's headquarters and/or work-site where services are being performed and must provide documentation regarding staffing and otherresources. Signature on File Dennis B ra b a n d t Contract Program Manager 08/26/2022 Signature Printed Name Title Date (mm/dd/yyyy) Reminder: )Il► If you responded'Yes"to SECTION 2,Items cord,you must complete an"HSP Good Faith Effort-Method A(Attachment A)"for each of the subcontracting opportunities you listed in SECTION 2,Item b. " If you responded"No"SECTION 2,Items c and d, you must complete an"HSP Good Faith Effort-Method B(Attachment B)"for each of the subcontracting opportunities you listed in SECTION 2,Item b. 3 n 1r,11w,1[Ac (onfidciflol HSP Good Faith Effort - Method A (Attachment A) Rev.2111 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 IMPORTANT: If you responded'Yes"to SECTION 2, Items c or d of the completed HSP form, you must submit a completed"HSP Good Faith Effort Method A(Attachment A)'for each of the subcontracting opportunities you listed in SECTION 2, Item to of the completed HSP form.You may photo-copy this ad thefo rmat,htls:/fwww.comptrlle,r,4exas,gov/2urc hasingIdes,/h„u firm„/h,�la planfe=achm.. .p�f,pagep,rdownlo ,,,,,,,,, • —ESUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2,Item b,of the completed HSP form for which you are completing the attachment. Item Number 1 Description:Order Fulfiller&Authorized Resellers_(continued) �_-NESUBCONTRACTOR SELECTION I.Jst the subcontractor(s)you selected to perform the subcontracting opportunity you listed above in SECTION A-1.Also idenftify whether they are a'Texas cerfnffiod 11UB and their Texas Vendor Identification(AD)Number or federal Employer(Identification Number(EIIN),the approximate dollar value of the work to be subcontracted„and the expected percentage of work to be subcontracted.When searching for Texas certified 11UBs and verifying their 11U8 status„ensure that you use the State of Texas'CentraUed Master Bidders List(CMltl...)..I•Yistoriically Underutilized Business(01UB)Directory Search located at htlo://mvcoacoa3 s/toasscmblsearch inde 's •HUB status code'A"s' nifies that the company is a Texas certified HUB, e Texas w,,VID or swo ora l EIN Approximate Expected Company Name Texas certified HUB �� os,wm,P".. Dollar Amount Percentagoof rf�i'ai'tttIN, Contract ( btJpll9f II l�J dfe0� 1 M0 ,I Red RiverTechnolog L.L.C. 0-Yes Z_No 1020483341100 S1,250,000.00 .25% CDW Government,LLC 0-Yes ❑■-No 1364230110800 $2,500,000.00 .50% Centre Technologies 0-Yes III-No 1510609177800 S 6250,000.00 1.25% Checkpoint Services, Inc. IN-Yes ❑-No 1742775490200 S 5,000,000.00 1.00'y° Commonwealth Computer Company E-Yes ❑-No 1742748769300 $7,500,000.00 1.50'% Prescriptive Data Solutions ❑-Yes X-No 1821571913100 S 2,500,000.00 .50% .............................. GCS Technologies, Inc. ❑-Yes ❑■-No 10436520885 S 2,500,000.00 .501i° GTS Technology Solutions, Inc. ❑p -Yes 0-No 1742339797900 $45,000,000.00 9.00% HiEd Inc. -Yes ❑-No 1760385002900 IS 12,500,000.00 2.50% Insight Public Sector, Inc. ❑ -Yes Mr No 1363949000500 $2,500,000.00 .50% ................................................................................................................................................................................................................................................................................................ Logical Front, LLC ❑ -Yes Nr No 16511710259 $2,500,000.00 .50% .................................................................................................................................................................................................................................................................................................. ❑�Netsync Network Solutions,Inc. Yes No 1320030329800 $2,500,000,00 .50% ° Yes No % v 5 83789 500 .50 Go Connection Inc. ❑ 2 ■ 1 1 1 Premier Logitech, LLC X-Yes ❑ No 1260520860700 $2,500,000.00 .50% Presidio Networked Solutions Group,LLC ❑ -Yes Ili'No 1760515249906 $2 500 000.00 50% Prime System s/Directron lilt-Yes ❑-No 1760320444100 $2,500,000.00 .50% SHI Government Solutions, Inc. -Yes 0-No 1223695478500 $2500000000 5.00% ...... ......... Pivot Technology Services Corp. ❑ -Yes No 1274186029500 $1,250,000.00 .25% Sirius Computer Solutions, Inc. ❑-Yes No 1742836721700 S 1,250,000.00 .25% Spectrum Imaging Technologies, Inc. Yes ❑-No 1741357181500 $2,500,000.00 1 .50% Sterling Computers Corporation ❑-Yes -No 1954634907700 $1,25a,aaa.0a 25% �_ % Summus Industries, Inc. Yes ❑-No 1760533392500 �$2050000�,0000000� 8 50 TanGhes Global Management, Inc. Yes ❑-No 1760581657200 j 50% REMINDER: As specified in SECTION 4 of the completed HSP form,if„ gMA[ ngf,ther uisition you are required to provide notice as soon as practical to all.the subcontractors(HUBs and Non-HUBs)of their selection as a subcontractor.The notice must specify at a minimum the contracting agency's name and its point of contact for the contract,the contract award number,the subcontracting opportunity they(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no,,,,,la4er„than,,,1e0 j1,0 workin days after the contract isawarded. Page 1 of 1 (Attachment A) �m6se^�mll W8%�°Q"crunruc4��6nmll HSP Good Faith Effort - Method A (Attachment A) Rey /17 Enter your company's name here: Cell Marketing L.P. Requisition : CIR-TSO-TMP-251 IMPORTANT: If you responded 'Yes'"to SECTION 2, Items c or d of the completed HSP form, you must submit a completed"HSP Good Faith Effort- Method A(Attachment A)'for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form.You may photocopy this _p �.__ _n9 r L®sbconS13i�n f - hm-20 pageordownloadIheformathttl§:�.Om troller.eMs.gov/purchasin /docs/hub-fo hub- � , r0ou• UBCONTRACTING PPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2,Item b,of the completed HSP form for which you are completing the attachment. Item Number: 2 Description:Order Fulfiller&Authorized Resellers continued • UBCONTRACTO SSELECTION List the subcontractor(s)you selected to perform the subcontracting opportunity you listed above in SECTION A-1.Also identify whether they area Texas certified HUB and their Texas Vendor Identification(VID)Number or federal Employer Identification Number(EIN),the approximate dollar value of the work to be subcontracted,and the expected percentage of work to be subcontracted.When searching for Texas certified HUBS and verifying their HUB status,ensure that you use the State of Texas'Centralized Master Bidders List(CMBL)-Historically Underutilized Business(HUB)Directory Search located at htto!/mvcoa coa state.tx.usltoasscmblsearchrindex,isg,HUB status code'A'signifies that the company is a Texas certified HUB, Toxas\no orfodoral EIN Approximate Expected Company Namo Toxas cortifiod HUB t,ws,vv t_h . DollarAmo or&.° wamw�D r�ouj. unt Porcontagoof mau"nak,011'YAPd Contract Technologent 0-Yes ®-No 104358977300 f,500,000.0 .50% PC S ITechnology Assets, LLC dba Global Asset Onlin Yes ❑-No 127280233880 s 2 0t .50 % p sts, Inc. dba Technology Intergration ❑ Yes ®-No 1953825596900$ , 50% __ ______ _________ Unique Digital Technology, Inc. -Yes 2 No 1760203945900$ , .0 .50 % Virtual Communication Specialists X-Yes ❑_No 1,571164705500 $1,250,000 .50 % Waypoint Business Solutions Yes $rNo 1760550365900 $1,250,000 .25 % Weaver Technologies, LLC 0-Yes ®-No 126335726850 $2,500,000 .25 % Avinext -Yes ❑-No 17425115288002,500,000 .50 % General Datatech, L.P. ❑-Yes f No 175275626190 $ , , 0 .50% LLC _❑ 1834682297800 Mark III Systems -Government Solutions, -Yes No s2,500,000 .50 °o° LVyorld Wide Technology, Inc. 0 -Yes itNo 1431912895600$2,500,000 .50 % Insight Investments Holding, LLC ❑ Yes grNo 83-2762126 s1,250,000 .25 % Sequel Data System ❑ Yes No 17 7 3 6000 $1,250,000. .25 % Abacus Computers Inc. Yes gjrNo 11751844304300$2,500,000 •50 % Unisys Corporation ❑ -Yes gNo 13 03 7 0705 $3,7 , .75 % Cloud Ingenuity, LLC 0 -Yes ❑-No 112617971400 , 00,00 „ .%°... Seamless Advanced Solutions ® -Yes ❑-Noj 12192450300 1$1,250,000 I . 5 -. ..........�. No 1472907208300❑ _Yes Atos Gov'L IT Outsourcin Services s 1,500,000 .50 % Ahead, Inc O -Yes ®-No 13434390325 s $1,500,000 1 .50 % Convey eOne ❑ -Yes ®-No 1411763228200 s 1,500,000 .50 % Layer 3 Communication(Texas), LLC ❑-Yes [W-No 1270097420200 s 1,500,000 .50 % Abtech Technologies Inc ❑ -Yes ®-No 19119438257 s 11500,000 .50 r° Waypoint Government Solutions, LLC §0-Yes ❑-No Ll844682827 s 1,500,000 50 °4 REMINDER: As specified in SECTION 4 of the completed HSP form,if you(respondent)are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors(HUBS and Non-HUBS)of their selection as a subcontractor.The notice must specify at a minimum the contracting agency's name and its point of contact for the contract,the contract award number,the subcontracting opportunity they(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later ,,,,an,ten 10 worki ggyg_after the contract is awarded. Page 1 of 1 (Attachment A) IPiC°6PYdII4AA°"4"n1mGVeE�:BW'nAil HSP Good Faith Effort - Method A (AttachmentA) Rev.10/16 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 IMPORTANT: If you responded"Yed' to SECTION 2, Items c or d of the completed HSP form, you must submit a completed "HSP Good Faith Effort- Method A(Attachment A)"for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form.You may photo-copy this page or download the form at ht„ s:/Cwww.c;01 /docF)hub formFftb-sbcCant Ian fe ac;hm a. cif MZZ • SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b,of the completed HSP form for which you are completing the attachment. Item Number: 3 Description:Order Fulfiller&Authorized Resellers (continued) [211• SUBCONTRACTOR SELECTION List the subcontractor(s)you selected to perform the subcontracting opportunity you listed above in SECTION A-1.Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Employer Identification Number (EIN), the approximate dollar value of the work to be subcontracted,and the expected percentage of work to be subcontracted.When searching for Texas certified HUBs and verifying their HUB status,ensure that you use the State of Texas' Centralized Master Bidders List (CMBL)-Historically Underutilized Business (HUB) Directory Search located at h,, ,;II,,,, ° , k9 "" tpassc;mblsearc;h/inciex.jsp.HUB status code"A"signifies that the company is a Texas certified HUB. Texas VID or federal EIN Approximate Expected Company Name Texas certified HUB I Dollar Amount Percentage of I V ivlo o f kn,Ph m, I I i/I.:.IN, Contract ry fh!3ir" I/I IN'I"I'd d blank Weaver Government Solutions ❑-Yes ❑-No 1863737568500 $3,7500,000 .75 % Great South Texas Corp dba Computer Solutions ®-Yes []-No 19426500138 $ 3,7500,000 .75 % ❑-Yes []-No $ % ❑-Yes []-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes []-No $ % ❑ -Yes ❑-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes ❑-No $ % ❑ -Yes []-No $ % ❑ -Yes []-No $ % ❑-Yes []-No $ % ❑ -Yes []-No $ % ❑ -Yes ❑-No $ % REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors(HUBs and Non-HUBs)of their selection as a subcontractor.The notice must specify at a minimum the contracting agency's name and its point of contact for the contract,the contract award number,the subcontracting opportunity they(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10)working days after the contract is awarded. Page 1 of 1 (Attachment A) HSP Good Faith Effort - Method B (Attachment B) Rev.2/17 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251_:1 IMPORTANT: If you responded"No"to SECTION 2, Items c and d of the completed HSP form,you must submit a completed"HSP Good Faith Effort- Method B(Attachment B)"for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form.You may photo-copy this page or download the form at t tt,pa;llwwwcpnpf;Ir .)c 1prchsump l abcm9pVam.:: f�achm b. 1 ..,.. ;, ........................................................ • = UBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2,Item b,of the completed HSP form for which you are completing the attachment. Item Number: Description: • : MENTOR PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program,submitting its Protege(Protege must be a State of Texas certified HUB)as a subcontractor to perform the subcontracting opportunity listed in SECTION B-1,constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work. Check the appropriate box(Yes or No)that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protege. ❑-Yes(If Yes,continue to SECTION B-4.) ❑-No/Not Applicable(If No or Not Applicable,continue to SECTION B-3 and SECTION B-4.) • = NOTIFICATION OF SUBCONTRACTING OPPORTUNITY When completing this section you MUST comply with items a,b,c and d,thereby demonstrating your Good Faith Effort of having notified Texas certified HUBs and trade organizations or development centers about the subcontracting opportunity you listed in SECTION B-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity,you are encouraged to use the attached HUB Subcontracting Opportunity Notice form,which is also available onlineathtts://www.crJmrtcollller.texas. ov/ urchasiiir /does/hub forms/IiU1::3Subroirtcac,iiiri.gOp.portuirpitylVotii.ticatiiroiril::::orm.pdf......... Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and trade organizations or development centers.Also,be mindful that a working day is considered a normal business day of a state agency,not including weekends,federal or state holidays,or days the agency is declared closed by its executive officer.The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the trade organizations or development centers is considered to be"day zero"and does not count as one of the seven(7)working days. a. Provide written notification of the subcontracting opportunity you listed in SECTION B-1,to three(3)or more Texas certified HUBs.Unless the contracting agency specified a different time period,you must allow the HUBs at least seven(7)working days to respond to the notice prior to you submitting your bid response to the contracting agency.When searching for Texas certified HUBs and verifying their HUB status,ensure that you use the State of Texas'Centralized Master Bidders List(CMBL)-Historically Underutilized Business(HUB)Directory Search located at t)112p./m,yc c,ira.state.tx.us/tpasscirnbllsearch/iundex.sp.HUB status code'A" signifies that the company is a Texas certified HUB. b. List the three 3 Texas certified HuBs you notified regarding the subcontracting opportunity you listed in SECTION B-1.Include the company's Texas Vendor Identification(VID)Number,the date you sent notice to that company,and indicate whether it was responsive or non-responsive to your subcontracting opportunity notice. Texas VID Date Notice Sent Company Name Did the HUB Respond? (I:JU ni,,hot r il;Vil i tisnfV I`J i.errrto r".) (mmldNy" ❑-Yes ❑-No ❑-Yes ❑-No ❑-Yes ❑_No c. Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two 2 or more trade organizations or development centers in Texas to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. Unless the contracting agency specified a different time period,you must provide your subcontracting opportunity notice to trade organizations or development centers at least seven(7)working days prior to submitting your bid response to the contracting agency.A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program'swebpageathtt,2s;//www,,,crJm frtrrJllll r,,t x s,,,,gov/p urchasiiirq/v Irct,rJr/�,q /r srJwrc s,,,,21O,r. d. List two(2)trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B-1.Include the date when you sent notice to it and indicate if it accepted or rejected your notice. Trade Organizations or Development Centers Date Notice Sent Was the Notice Accepted? (mmlddly" ❑-Yes ❑ No ❑-Yes ❑-No Page 1 of 2 (Attachment B) 1r,11w,111<r (onfidcnlol HSP Good Faith Effort - Method B (Attachment B) Cont. Rev.2/17 Enter your company's name here: Dell Marketing L.P. Requisition#: DIR-TSO-TMP-251 MWireNTE-70SUBCONTRACTOR SELECTION Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b,of the completed HSP form for which you are completing the attachment. a. Enter the item number and description of the subcontracting opportunity forwhich you are completing this Attachment B continuation page. Item Number: Description: b. List the subcontractor(s)you selected to perform the subcontracting opportunity you listed in SECTION B-1.Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of the work to be subcontracted,and the expected percentage of work to be subcontracted.When searching for Texas certified HUBs and verifying their HUB status,ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at .1ttrr.,/m�yc„rya,,.r2 .st2t�,,tx,,L§/!p.2ssc irnikblsearc l o/ilir dex.sir.H U B status code"A"signifies that the company is a Texas certified HUB. Texas VID or federal EIN Approximate Expected Company Name Texas certified HUB rlumbr, Dollar Amount Percentage of IIV didrin fkn vfhaiiAIli/I....IN, iafhi irV II i/I.:.IN 1i hd blank Contract ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes 0-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % ❑-Yes ❑-No $ % [3-Yes ❑-No $ % ❑-Yes ❑-No $ % c. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-1 is not a Texas certified HUB,provide written justification for your selection process(attach additional page if necessary): REMINDER: As specified in SECTION 4 of the completed HSP form,if you(respondent)are awarded any portion of the requisition,you are required to provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract,the contract award number,the subcontracting opportunity it(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10)working days after the contract is awarded. Page 2 of 2 (Attachment B) n1r,11w,1U, (onfidciflol cr_` Rev.2117 HUB Subcontracting Opportunity Notification Form In accordance with Texas Gov't Code,Chapter 2161,each state agency that considers entering into a contract with an expected value of$100,000 or more shall, before the agency solicits bids, proposals,offers, or other applicable expressions of interest,determine whether subcontracting opportunities are probable under the contract.The state agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding. 34 Texas Administrative Code,§20.285 requires all respondents(prime contractors)bidding on the contract to provide notice of each of their subcontracting opportunities to at least three 3 Texas certified HUBS(who work within the respective industry applicable to the subcontracting opportunity),and allow the HU Bs at least seven(7)working days to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, at least seven(7)working days prior to submitting its bid response to the contracting agency,the respondent must provide notice of each of its subcontracting opportunities to two 2 or more trade organizations or development centers (in Texas)that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran) identified in Texas Administrative Code§20.282(19)(C). We respectfully request that vendors interested in bidding on the subcontracting opportunity scope of work identified in Section C,Item 2,reply no later than the date and time identified in Section C,Item 1.Submit your response to the point-of-contact referenced in Section A. 7, , PRIME CONTRACTOR'S INFORMATION Company Name: Dell Marketing L.P. State of Texas VID#: 1742616805400 Point-of-Contact: Dennis Brabandt Phone#:512-723-2585 E-mail Address: Dennis_Brabandt@dell.com Fax#: . , - CONTRACTING STATE AGENCY AND REQUISITION INFORMATION Agency Name: Point-of-Contact: Phone#: Requisition#: DIR-TSO-TMP-251 Bid Open Date: October 27 2016 (mm/dd/yyyy) . . Sl1RMNTRACTINr.OPPORTl1NITY RFSPONSF nl1F nATF nFSCRIPTION RF01JlRFMFNTS ANn RR ATFn INFORMATION 1. Potential Subcontractor's Bid Response Due Date: If you would like for our company to consider your company's bid for the subcontracting opportunity identified below in Item 2, we must receive your bid response no later than on Central Time Date(mm/dd/yyyy) In accordance with 34 TA §20.285, each notice of subcontracting opportunity shall be provided to at least three(3)Texas certified HUBs,and allow the HUBs at least seven(7)working days to respond to the notice prior to submitting our bid response to the contracting agency.In addition,at least seven(7)working days prior to us submitting our bid response to the contracting agency, we must provide notice of each of our subcontracting opportunty es to two (2) or more trade organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran)identified in Texas Administrative Code,§20.282(19)(C). (A working day is considered a normal business day of a state agency,not including weekends, federal or state holidays,or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the trade organizations or development centers is considered to be"day zero"and does not count as one of the seven(7)working days.) 2. Subcontracting Opportunity Scope of Work: 3. Required Qualifications: ❑ Not Applicable 4. Bonding/Insurance Requirements: ❑ Not Applicable 5. Location to review plans/specifications: ❑ Not Applicable 1r,11w,1U, (onfidciflol DIR-TSO-3763 Amendment 1 Appendix C Pricing Index Dell Marketing, L.P. m •au b mREIM, m . Band 1 Dell Desktops; 16.00% 16.00 Band 2 Dell Laptops Band 4 Dell Servers; A 14.50% 14.50 Band 5 Dell Storage A Networking,IoT, Printers,Monitors,Tablets, Projectors, Dell-branded 14.50% 14.50% Customer Kits VIz Selected Printer Related Products/Accessories 3.00% 3.00% H Ships Fast Pre-Configured Latitude,OptiPlex,Workstations 6.00% 6.00% M Select Third Party Software(Adobe Perpetual Licenses only) 6.00% Not authorized 1M Select Third Party Software&Hardware 12.00% Not authorized(Software) Software&Hardware 12.00% Hardware M Some Dell-branded memory,SonicWall,Wyse, RSA Security, 12.00% 12.00% Compellent,Credant Imaging, Latitude, PowerEdge server,Vostro and XPS Notebooks; S Selected Latitude;Selected PowerEdge; Power Connect; EqualLogic; 4.00% 4.00% Monitors U Spare Parts 0% 0% V Standard upgrade/downgrade options with discounts that vary based Same discount as system Same discount as system upon the system in which the item is installed X Select Third Party Software Maintenance Support,Subscriptions and 2.00% 2.00% Renewals&Peripherals Z1171 On-site—Next Business Day On-site(extended yrs.),Critical Care On- 0% 0% site Service(all yrs.);other services DIR-TSO-3763 Amendment 1 Appendix C Pricing Index For general purchases, Dell will provide the minimum discounts identified below for select offerings generally described in the above table. The discounts are based on Dell's then current Manufacturer Suggested Retail Pricing(MSRP)and Dell reserves the right to change the MSRP(which would also change the discounted selling price)at any time to apply to future orders. Dell's published Manufacturer Suggested Retail Price List is at_http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf In the event Customers purchasing products and services under this Contract negotiate more advantageous pricing or participate in special promotional offers (included those that provide additional discounted or specially priced and bundled options), the above discounts will not be applicable. The final Customer-approved Dell Quote or Dell procurement response will contain the applicable pricing for the ordered individual offerings or for bundled offering configurations or special offers. Dell will work with DIR and with Customers to create pre-approved bundled configurations at agreed pricing to be available for stated time periods. Customer understands that the bundled offering or special promotional offerings may include other discounted or reduced cost or no additional cost products and services and the Customer may compare the bundled offering and any additional services to the line item pricing and minimum discounts to the Dell Manufacturer Suggested Retail Price List. Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement This Services Agreement("Agreement")is made between Dell Marketing L.P.with offices located at One Dell Way, Round Rock, Texas 78682 ("Dell") and with offices located at ("Customer"), as of (the "Effective Date")pursuant to Texas Department of Information(DIR)Contract with Dell, DIR-TSO-3763. In order to procure services of a type that Dell offers pursuant to Section 2 (Scope) of the State of Texas Department of Information Resources("DIR")Contract No.DIR-TSO-3763 ("DIR Contract"), Customer agrees to the following: ARTICLE 1 GLOSSARY,SCHEDULES AND STATEMENTS OF WORK 1.1 Defined Terms Wherever used in this Agreement,unless there is something in the subject matter or context inconsistent therewith, capitalized words and phrases shall have the respective meanings ascribed to them in Schedule 1 (Glossary). 1.2 Schedules The following schedules are annexed hereto and form part of this Agreement("Schedules"): Schedule l - Glossary Schedule 2 - Statement of Work(Service Descriptions and Service Levels) Schedule 3 - Fee Schedule/Early Termination Fees Schedule 4 - Change Management 1.3 Order of Precedence In the event of a conflict or inconsistency, the following is the order of precedence of documents comprising this Agreement: (1)the Statement of Work; and(2)the Schedules annexed to this Agreement; In the event of a conflict between DIR Contract DIR-TSO-3763 and this document,the DIR Contract shall control. 1.4 Parties DIR shall not be a party to this Agreement or any Statement of Work executed between Dell and Customer,except to offer such Services through the DIR Contract. Compliance with this Agreement and a Statement of Work is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance as it pertains to this Agreement or a Statement of Work. If DIR procures Services for its own use under the DIR Contract, it shall be responsible for its own negotiation of and compliance with this Agreement and any applicable Statements of Work. ARTICLE 2 SERVICES 2.1 Scope of Services Dell shall perform the Services described in the Statement of Work in accordance with the terms and conditions of DIR Contract Number DIR-TSO-3763 and this Agreement. 2.2 Transition Plan If applicable and set forth in a Statement of Work,Dell will prepare a transition plan that will provide for the orderly transition of the performance of the Services from Customer or its current service provider to Dell("Transition Plan") over a period of ninety(90)days from the Effective Date or the period specified in the Statement of Work("Transition Period"). Customer shall have its Representatives, including any current service provider, cooperate with Dell and assist Dell in the preparation and implementation of the Transition Plan. The Transition Plan will be subject to review and approval of Customer,which will not be unreasonably withheld. Page lofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement 2.3 Adjustment If the assumptions used to develop the Statement of Work are found to be incorrect, the Parties agree to meet and negotiate, in good faith, equitable changes to the Statement of Work and/or Fee Schedule, as appropriate and in accordance with Appendix C,Pricing Index of DIR Contract Number DIR-TSO-3763. ARTICLE 3 CUSTOMER RESPONSIBILITIES 3.1 Access and Cooperation Customer shall perform all of the tasks and obligations of Customer set out in the Statements of Work. Customer shall provide reasonable assistance,cooperation,timely decisions and support in connection with the provision of the Services by Dell. Customer shall provide Dell with access to and use of information,data, and internal resources as reasonably necessary to deliver the Services. Customer represents that all information and data supplied to Dell under this Agreement is current,complete and accurate. 3.2 Customer Assets Customer shall provide timely access to and use of the Customer Assets during the applicable service hours designated in the Statements of Work,to enable Dell to perform the Services. Customer shall provide secure access to adequate work space, supplies, facilities, telephones, power, and lighting, at no charge. The work space must be within reasonable proximity to where Services are to be performed. Dell may not use Customer Assets for any purpose other than the provision of Services under this Agreement without the prior written consent of Customer. Customer will ensure that, in the course of accessing or using Customer Assets, Dell shall not be exposed to any materials or conditions which are classified or identified as hazardous,toxic,or unsafe under applicable law. 3.3 Required Consents Customer shall be responsible for obtaining all consents, approvals, and licenses required by Customer's suppliers, licensors,lessors,government regulators and other third parties which are necessary to support or permit the provision of Services under this Agreement,at no cost to Dell(`Required Consents"). In the event that one or more Required Consents cannot be obtained by Customer, the Parties shall cooperate with each other and take reasonable steps to resolve the matter,provided however that Dell shall not be liable for failure to provide Services or to achieve Service Levels under this Agreement to the extent such failure is caused by result of Customer's failure or inability to obtain any such Required Consents. Dell shall execute such non-disclosure agreements as the applicable suppliers,owners, licensors or lessors may reasonably request as a condition of providing Required Consents. 3.4 Replenishment and Refreshment of Customer Assets Customer shall carryout upgrades of Customer Assets during the term of this Agreement on a reasonable schedule. 3.5 Non-performance by Customer Dell shall not be responsible for a failure to provide Services or to achieve Service Levels,if any,to the extent caused by: (1) any omissions, oversights, errors, failures by Customer to perform its responsibilities under this Agreement; (2)problems caused by Customer Software or data; (3) a defect or deficiency with respect to Customer Assets; (4) hardware failures for hardware not maintained by Dell; or(5)modifications to hardware by a party other Dell or its representatives. Dell shall notify customer in writing and await Customer's written agreement to have Dell perform notwithstanding the occurrence of one or more of the foregoing events,with Customer reimbursing Dell for its pre- approved additional out of pocket expenses for such efforts. Page 2ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement ARTICLE 4 RELATIONSHIP MANAGEMENT AND GOVERNANCE 4.1 Relationship Management If applicable and set forth in a Statement of Work, the Parties shall each appoint a representative with appropriate authority to serve as the primary point of contact between the Parties ("Program Executive"). Dell will be entitled to rely on the routine instructions, authorizations, approvals or other information provided by Customer's Program Executive or by any other Customer personnel identified by Customer's Program Executive as having authority to provide the same on behalf of Customer. The Program Executives shall meet as often as either Party may reasonably request.Each Party shall use reasonable efforts to maintain the continuity of its Program Executive. 4.2 Internal Dispute Resolution and Escalation Process In the event there is a dispute that cannot be resolved by the Parties, either Party may request in writing that their Program Executives meet within fifteen(15)days to resolve the dispute. If the dispute has not been resolved to the mutual satisfaction of both Parties within fifteen(15)days of the meeting,then the dispute shall be referred to a senior executive at each Party who will meet to resolve the dispute. If the dispute has not been resolved by the representatives within fifteen(15)days of the referral or if the Parties fail to meet,the more formal dispute resolution process outlined in the DIR Contract Appendix A Section I LA shall begin. ARTICLE 5 CHARGES 5.1 Terms of Purchases and Charges 5.1.1. Requests for Service; Quotes and Orders. All orders for Services must specify Dell's quotation (if any), and reference the Service(s) requested and invoice address. All orders are subject to acceptance by Dell and if not sku'd services,will have a Statement of Work. 5.2 Prices. The prices charged for Services purchased under this Services Agreement shall be in accordance with Appendix C,Pricing Index,of DIR Contract No. DIR-TSO-3763,and either as set forth in an accepted order form or in a mutually agreed Statement of Work under this Agreement,if applicable. 5.3 If the Services are being performed on a time and materials basis, any estimates provided by Dell are for planning purposes only. Customer shall pay Dell the charges specified in the applicable Fee Schedule and/or in the applicable Statement of Work(the"Charges"). Customer will reimburse Dell for all reasonable out- of-pocket expenses incurred by Dell,with the prior approval of Customer,in the performance of the Services. In all instances, pricing shall be in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763 and Pricing,Purchase Orders,Payments and Invoices shall be in accordance with Section 8 of Appendix A, Standard Terms and Conditions of DIR Contract Number DIR-TSO-3763. 5.4 Invoices Unless specified otherwise in the Statement of Work, Dell will invoice Customer monthly for all amounts payable hereunder. All invoices shall be due and payable according to the DIR Contract Appendix A Section 8, Purchase Orders,Invoices and Payments. Page 3ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement ARTICLE 6 HARDWARE AND SOFTWARE 6.1 Software To the extent Dell is required or needs to use any software owned or licensed by Customer to perform the Services ("Customer Software"), Customer grants Dell a non-exclusive, worldwide, royalty free license to use Customer Software during the term of this Agreement solely for the purpose of providing the Services. In the event that Customer Software includes any third parry software,Customer shall ensure that Dell has the right to use,access and execute such software as necessary to perform the Services. To the extent any Dell Assets include software,Dell shall ensure that Customer has the right to use, access and execute such software as necessary during the term of this Agreement. 6.2 Hardware Dell will perform Services using Customer Hardware and/or Dell Assets as specified in the Statement of Work. Title to Customer Hardware will be retained by Customer and title to Dell Assets will be retained by Dell. Dell may upgrade,replace or move Dell Assets as it deems appropriate so long as Dell does not seek to change or revise the Service Levels. 6.3 Addition of Equipment In the event that additional equipment needs to be added to the original equipment base,Customer and Dell shall agree to the time period equipment is to be obtained for, and costs for provisions of the equipment and any additional services. The Statement of Work shall be amended to list the additional equipment or services and reflect the new amounts incurred by the equipment or service addition,or a new Statement of Work shall be executed. 6.4 Loss/Damage of Equipment Customer shall be responsible for Dell Assets provided under the Statement of Work while in Customer's possession, and shall promptly pay Dell for any and all Losses other than those due to the negligence of Dell, or due to normal wear and tear.Customer shall be responsible for Dell Asset location reconciliation annually.In the event of theft,loss or damage beyond repair of Dell Assets while in possession of Customer, Customer shall promptly pay Dell the fair market residual value determined by taking into consideration historical market pricing and forecasted future pricing of the Dell Assets as of the time just prior to the theft,loss or damage.Dell shall provide,as a replacement,Dell Assets of comparable or greater performance and configuration at a cost as mutually agreed. Customer shall continue to pay the Charges at the same level and duration as for the original Dell Assets unless otherwise mutually agreed. ARTICLE 7 CONFIDENTIALITY 7.1 Confidentiality Confidentiality shall be handled in accordance with Section 5.E of Appendix A, Standard Terms and Conditions of DIR Contract Number DIR-TSO-3768. ARTICLE 8 SERVICE LEVELS 8.1 Failure to Achieve Service Levels Dell will perform the Services in accordance with the Service Levels, if any, listed on the applicable Statement of Work.If Dell fails to achieve any Service Levels due to its fault,it shall promptly investigate the cause of such failure and take commercially reasonable steps to prevent such failure from recurring. For the avoidance of doubt, if Dell Page 4ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement does not perform the Services in accordance with a particular Service Level on more than one occasion,the fact that Dell took commercially reasonable steps to prevent such failure from recurring will not preclude the application of Service Credits,if any,otherwise required under the Statement of Work or other remedies recoverable by Customer under DIR Contract Number DIR-TSO-3768 or of this Agreement. 8.2 Service Level Reporting Dell shall deliver to Customer the Service Level reports described in the Statements of Work in respect of the achievement of Service Levels on the frequency specified in the applicable Statement of Work. 8.3 Establishment of Service Levels If set forth in a Statement of Work, during the Transition Period, Dell will analyze the level of performance of Customer's information technology operations, information provided by Customer, and validate any assumptions contained in the Statement of Work. The Service Levels contained in the Statement of Work will become effective at the end of the Transition Period as long as the foregoing analysis does not reveal a material discrepancy with respect to level of performance of Customer's information technology operations, information provided by Customer, or assumptions contained in the Statement of Work. If a material discrepancy is found Dell will provide its recommendations to Customer and the Parties will negotiate revised Service Levels. The revised Services Levels will become part of the Statement of Work when approved in writing by both Parties. 8.4 Service Level Planning Unless otherwise listed in the Statement of Work,Dell and Customer shall meet at least once every year to:(i)formally review the adequacy,appropriateness,and achievement of Service Levels;and(ii)mutually agree on any adjustments to Service Levels,if any,contained in the Statement of Work.All changes to Service Levels shall be managed as part of the Change Management Procedure. ARTICLE 9 TERM AND TERMINATION 9.1 Term .The term of each Statement of Work shall be stated therein. All applicable Statements of Work that are entered into between Dell and a Customer under the terms of the DIR Contract DIR-TSO-3763 when it remains in effect, shall survive the expiration or termination in accordance with Section 4.E of Appendix A, Standard Terms and Conditions of DIR Contract Number o DIR-TSO-3763. 9.2 Termination Termination of this Agreement,or all or part of the particular Statement of Work,shall be governed by Section II.B., Termination, of Appendix A of DIR Contract DIR-TSO-3763. Unless otherwise agreed, the Parties will agree in writing to a mutually agreeable termination fee schedule for each Statement of Work. Any such fees shall be in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763. Except for Termination for Non-Appropriation, in the event of an early termination of a Statement of Work, such early termination fees shall apply. If the Charges for the Services under a Statement of Work are prepaid by Customer,the Parties will agree to a repayment schedule for unexpended fees. Under no circumstances shall Customer be charged or be required to pay for services that were not rendered. 9.3 Wind Down For managed services and as set forth in the Statement of Work,in the event of the termination or expiration of this Agreement or any Statement of Work,the Parties shall work together in a cooperative manner to carry out an orderly termination and Wind Down Services from Dell to Customer or to a third party service provider in accordance with this Section. Page 5ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement (a) Dell will, upon Customer's request, use reasonable efforts to perform the Wind Down Services during a one hundred eighty (180)day period after notice of termination("Wind Down Period"). Dell shall continue to provide the Services during the Wind Down Period and the Charges under this Agreement shall continue to apply during this time period. Where reasonable,Dell shall carry out such Wind Down Services by reallocating the resources which were previously allocated to providing Services to Customer,provided that Customer shall pay rates and associated expenses in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763 for any additional resources needed to provide Wind Down Service or for additional services requested by Customer. (b) Customer's right to purchase any Dell Assets exclusively used to provide Services under this Agreement shall be specified in the applicable Statement of Work and shall be priced in accordance with Appendix C,Pricing Index of DIR Contract Number DIR-TSO-3763. (c) Dell's performance of Wind Down Services is subject to: (i) Customer's prior payment of all amounts owed to Dell as of the start of such Services; and(ii)Customer's return of any Dell owned hardware,software or other property in Customer's possession,except that which is being purchased pursuant to Section 9.3(b). ARTICLE 10 REPRESENTATIONS,WARRANTIES AND COVENANTS 10.1 Dell Representations and Warranties. Dell represents and warrants that: (i)it has full power and authority to execute and deliver this Agreement; (ii) it is authorized to perform its obligations hereunder; and(iii)the Services will be performed in a good and workmanlike manner,using trained personnel in accordance with standard industry practices. 10.2 Customer Representations and Warranties Customer represents and warrants that: (i)it has full power and authority to execute and deliver this Agreement; and (ii)it is authorized to perform its obligations hereunder. 10.3 Disclaimer EXCEPT AS SPECIFICALLY STATED IN THIS ARTICLE 11, THERE ARE NO REPRESENTATIONS, WARRANTIES,OR CONDITIONS,EXPRESS OR IMPLIED, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, HARDWARE, SOFTWARE, SYSTEM OR OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THAT ANY SERVICE, HARDWARE, SOFTWARE, SYSTEM OR ITEMS WILL BE FREE FROM DEFECTS,OR WILL BE UNINTERRUPTED OR ERROR FREE. ARTICLE 11 GENERAL 11.1 Interpretation In this Agreement: (a) Headings - Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The words "hereof', "hereunder", "hereto" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion of this Agreement. References to specific Articles, Sections or Page 6ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement Paragraphs, unless otherwise specified, are intended to be references to Articles, Sections and Paragraphs of this Agreement. (b) No Strict Construction - The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises will not be construed to the detriment of the drafter on the basis that such Party was the drafter,but will be construed according to the intent of the Parties as evidenced by the entire Agreement. 11.2 Consents Where either Party has a right of consent or approval in respect of any matter in connection with this Agreement, it shall not unreasonably withhold such consent or approval and shall respond to the other Party's request for such consent or approval in a timely manner. Where this Agreement provides that the Parties are to mutually agree upon certain procedures,standards or details,they shall at all times act reasonably,cooperatively,and in good faith. 11.3 Residual Knowledge Nothing herein shall prevent either Party or its Affiliates from using the techniques,ideas,and other know-how gained during the performance of this Agreement in the furtherance of its business,to the extent that this does not result in disclosure of Confidential Information or unauthorized use of any Intellectual Property Right of the other Party. Customer acknowledges that information,software,and documentation created by Dell in the course of delivering the Services which relate to Dell's internal processes and procedures may be used by Dell and its Affiliates to facilitate delivery of services to other customers. 11.4 Business Continuity Dell has no responsibility for business continuity planning or for disaster recovery of Customer's computing environment, except as may otherwise be expressly agreed to by Dell either in a Statement of Work, or as may be otherwise expressly provided in some other written agreement as may be entered into by the Parties. 11.5 Waiver Neither Party's failure to exercise any of its rights under this Agreement shall constitute or be deemed to constitute a waiver or forfeiture of such rights. 11.6 Further Assurances The Parties agree to cooperate with and assist each other and take such action as may be reasonably necessary to implement and carry into effect this Agreement to its full intent. 11.8 Survival. Any provision of this Agreement which contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect. Page 7ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement SCHEDULE 1 GLOSSARY Wherever used in this Agreement,unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them below: "Affiliate" means, with respect to any person, any person controlling, controlled by or under common Control with such other person. "Agreement" means this Agreement entitled "Dell Managed Services Agreement" and all Schedules and Statements of Work annexed hereto or in amendment or confirmation hereof. "Change" means any material addition, upgrade, update, reduction, deletion, modification, improvement, amendment or adjustment to the Services which has a material adverse impact on a Party including,in the case of Dell,a change in the scope of Services. "Change Proposal"is defined in Article 1(c)of Schedule 4. "Change Request"is defined in Article 1(a)of Schedule 4. "Change Request Procedure"is the process defined in Schedule 4. "Charges"is defined in Article 5.3 of the Agreement. "Control"and its derivatives mean,with regard to any entity,the legal or beneficial ownership,directly or indirectly,of fifty percent(50%)or more of the shares (or other ownership interest,if not a corporation)of such entity ordinarily having voting rights. "Customer Assets"means the Customer Facilities, Customer Hardware,and Customer Software. "Customer Facilities" means the equipment, furniture, office space, office services, secure storage space, staging areas, facilities or other assets owned, licensed or leased by Customer or its Affiliates to be made available for use by Dell. "Customer Hardware"means any existing Customer owned hardware and any future hardware purchased by Customer outside the DIR Contract. "Customer Software"means any existing Customer owned software and any future software purchased by Customer outside the DIR Contract. "Dell Assets" means any PC products (desktops/workstations, notebooks/portables, servers, storage area networks, networking, software, peripherals and associated components/accessories) provided by Dell for use by Customer under this Agreement as an integral component of the Services provided by Dell. All products to be provided under the Services shall be specified within the Statement of Work. "Effective Date"means Effective Date indicated on the first page of this Agreement. "Intellectual Property Rights"means all copyright,trade-mark,patent,industrial design or trade secret and all other intellectual property rights. "Losses"means all losses,liabilities,fines,damages and claims(including third party claims)and all related costs and expenses(including any and all reasonable attorneys' and other professionals'fees and reasonable costs of investigation,litigation,settlement,judgment,interest and penalties). Page 8of12 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement SCHEDULE 1 GLOSSARY CONTINUED "Program Executive"is defined in Article 4.1 of the Agreement. "Parties"means Customer and Dell,and"Party"means any one of them. "Representatives" means with respect to either Party, each of its shareholders, directors, officers, employees, agents, professional advisors (including attorneys, accountants, consultants and financial advisers), its Affiliates, and the shareholders, directors, officers, employees, agents, representatives and professional advisors (including attorneys, accountants, consultants and financial advisers) of each of its Affiliates. "Required Consents"is defined in Article 3.3 of the Agreement. "Schedules"are defined in Article 1.2 of the Agreement. "Service Levels"means the performance measures set forth in the Statement of Work,if any,that provide a representative measure of the quality of the Services being delivered under the Agreement. "Services" means all of the services and tasks to be performed or provided by Dell pursuant to this Agreement. "Transition Plan"is defined in Article 2.2 of the Agreement. "Transition Period"is defined in Article 2.2 of the Agreement. "Wind Down Services" are defined as Dell's provision of the following: (1)return of all Customer data; (2)return or destroy all appropriately identified confidential information,(3)provide a list of all events being monitored and their status; (4) provide access to Dell managed facilities to remove Customer owned hardware; and(5)facilitate the relocation of Customer Software to a new Customer or vendor location. "Wind Down Period"is defined in Article 9.3(a)of the Agreement. Page 9ofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement SCHEDULE2 STATEMENT OF WORK This Statement of Work shall state,at a minimum,product list(including ownership of each product),the term and renewal options,invoicing,service level requirements,Customer and Dell responsibilities and scope and nature of the Services to be performed. Page l0of12 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement SCHEDULE3 FEE SCHEDULE/EARLY TERMINATION FEES Early Termination Fees shall be as follows and in accordance with Appendix C,Pricing Index of DIR Contract Number DIR-TSO-3763: Full termination of a Statement of Work Partial termination of a Statement of Work Page llofl2 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement SCHEDULE 4 CHANGE MANAGEMENT 1. Change Requests By Customer (a) Customer may request a Change,including a new or out of scope service,at any time by completing and delivering to Dell a change request in the form agreed by the Parties(a"Change Request"). (b) Each Change Request will be submitted to Dell's Program Executive and will contain all information reasonably necessary for Dell to evaluate the Change Request.Customer will make such further information available to Dell as Dell may reasonably request to enable proper evaluation of the Change Request. (c) Dell will respond to a Change Request in a timely manner by delivering to Customer a change proposal(a"Change Proposal"). Each Change Proposal will include the information reasonably necessary for Customer to evaluate the Change Proposal, including the proposed Charges associated therewith and changes to Service Levels. (d) Within fifteen(15)days from receipt of the Change Proposal or as indicated in the Change Proposal from Dell(or such other longer period as the Parties may agree),Customer will: (i) seek further clarification as it deems necessary; (ii) approve the Change Proposal by signing and returning the Change Proposal to Dell; (iii) propose modifications and/or suggest improvements to any aspect of the Change Proposal by notifying Dell in writing;or (iv) reject the Change Proposal by notifying Dell in writing. (e) If Customer proposes modifications or improvements to the Change Proposal, unless the Parties agree otherwise, Dell will submit a revised Change Proposal. If Customer rejects the Change Proposal or does not respond by the validity date indicated on the Change Request,then the Parties will treat the Change Proposal,and the Change Request that precipitated it,as withdrawn. 2. Change Proposals by Dell (a) Where Dell desires to implement a Change, it shall prepare a Change Proposal which will include the information necessary for Customer to evaluate the Change Proposal. Each such Change Proposal will be submitted to Customer Program Executive.Dell will make such further information available to Customer as Customer may reasonably request to enable proper evaluation of the Change Proposal. (b) Nothing therein shall be deemed to require Customer to accept a Change Proposal initiated by Dell provided that Customer shall Dell shall give due consideration to all such Change Proposals and shall not unreasonably reject any such Change Proposal. (c) Customer acknowledges and agree that Dell shall be entitled to receive additional Charges according to Appendix C,Pricing Index of DIR Contract Number DIR-TSO-3763 for its additional work and effort in Page 12113 Texas Department of Information Resources DIR-TSO-3763 Appendix D Services Agreement performing services which are outside the scope of the Services including services required as a result of the assumptions in the Statements of Work ceasing to be valid or Customer failing to perform its obligations under the Agreement.Dell shall notify Customer before incurring such additional Charges. Page 13113 Appendix E MASTER OPERATING LEASE AGREEMENT 1. Definitions. Capitalized terms used in this Appendix and not otherwise defined will have the meanings set forth in the Contract. (a) "Assets" refers to the Products as allowed within the Contract, including the Hardware, Software, and related Services,which are specifically identified on the applicable Schedule. Assets includes any items associated with the foregoing, including but not limited to all parts,replacements, additions,repairs, and attachments incorporated therein and/or affixed thereto, and documentation (technical and/or user manuals). (b) "Contract" refers to DIR Contract number DIR-TSO-3763 into which this Appendix is incorporated. (c) "Event of Default" is defined in Section 23, "Default." (d) "Event of Loss" means an event of loss, theft, destruction or damage of any kind to any item of the Assets, including the loss, theft or taking by governmental action of any item of the Assets for a stated period extending beyond the Term of any Schedule. (e) "Hardware" refers to the computer machinery and equipment specifically identified on the applicable Schedule. (f) "Lease" means the financing transaction described in this MOLA. (g) "Lessee" means any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003 (8-a), Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code. (h) "Lessor" means Dell Financial Services, L.L.C. (i) "MOLA" means this Master Operating Lease Agreement (Appendix E). Any reference to "MOLA" includes the Contract, the Opinion of Counsel, and any riders, amendments and addenda thereto, and any other documents as may from time to time be made a part hereof upon mutual agreement in a writing signed by authorized representatives of both parties. (j) "Rent Payment" means the amount payable by Lessee for the Assets as specified in the applicable Schedule. (k) "Schedule" or"Supplementary Schedule"to this MOLA means the form or format entered into between Lessor and Lessee which contains, at a minimum, a description of the Assets, the name of the Lessee, DIR Contract#DIR-TSO-3763 Page 1 of 17 Appendix E,MOLA applicable Rent Payment, and term of the Lease. To be effective, a Schedule must be executed by both Lessor and Lessee. (1) "Services" refers to the configuration, installation, implementation, support, training, and other professional and consulting services specifically identified on the applicable Schedule. (m)"Software" refers to the computer programs specifically identified on the applicable Schedule. (n) "Stipulated Loss Value" is the value of each unit of Hardware at various times during the Lease as specified in the applicable Schedule; however, in no event will the Stipulated Loss Value of a Hardware unit exceed its fair market value. 2. Lease. (a) Lessor and Lessee intend that this MOLA constitute an operating lease and a true lease as those terms are defined in the Statement of Financial Accounting Standards No. 13 and as provided for under the Uniform Commercial Code — Leases,Tex. Bus. & Comm. Code Article 2A. Under no circumstances shall this MOLA or any Schedules entered into under it be construed as a "finance lease" as defined in Tex.Bus. &Comm. Code §2A.103 (7). In addition,Lessor acknowledges that Lessee is not a"merchant lessee" for purposes of Tex. Bus. & Comm. Code § 2A.511. (b) Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Assets described on each Schedule. Each such Schedule constitutes a separate agreement between Lessor and Lessee. In addition, each Schedule is subject to the terms and conditions of this MOLA as if a separate MOLA were executed for such Schedule by the parties. (c) In the event of Lessee's rightful rejection of the Assets as specified in Section 10 ("Inspection and Acceptance") of this MOLA, Lessee shall have the right, at its sole option,to cancel this Lease as to the rejected Assets or as to all of the Assets to be leased under the Schedule applicable to such Assets.Upon cancellation,Lessee shall have no obligations under this MOLA with respect to the portion of this Lease so cancelled. (d) Each Lessee has made an independent legal and management determination to enter into each Schedule. DIR has not offered or provided any legal or management advice to Lessor or to any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous terms with Lessor to satisfy individual procurements in which case such terms shall be set forth in a Rider to the MOLA or the Schedule. To the extent that any of the provisions of the MOLA conflict with any of the terms contained in any Schedule, the terms of this MOLA shall control. (e) If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be joint and several. However,unless DIR leases Assets for its own use, DIR is not a party to any Schedule executed under this MOLA and is not responsible for Rent Payments or any other obligations under such Lessee's Schedule. The invalidation, fulfillment, waiver, termination, or other disposition of any rights or obligations of either a Lessee or Lessor (or both of them) arising from the use of this MOLA in conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both DIR Contract#DIR-TSO-3763 Page 2 of 17 Appendix E,MOLA of those parties arising from the use of this MOLA in conjunction with any other Schedule, except in the Event of Default as provided in Section 23 ("Default") of this MOLA. 3. Term of MOLA. The term of this MOLA shall commence (a)upon commencement of the term of the Contract. The term of this MOLA shall continue until the last to occur of the following: (i) the Schedule Term of each Schedule entered into by the parties has expired or been terminated,or(ii)the Contract has expired or been terminated. In the event of any termination or expiration of the Contract or termination of this MOLA, any provisions of the Contract and this MOLA as may be necessary to preserve the rights of Lessor or Lessee hereunder shall survive said termination or expiration. 4. Term of Schedule. The term for each Schedule agreed to by a Lessee and Lessor under this MOLA shall commence on the effective date specified in the Schedule(and,if no date is specified,then on the date the Schedule was signed by Lessee,provided Lessor has also signed the Schedule). Unless earlier terminated as provided for herein, the Schedule shall continue for the number of whole months or other payment periods set forth in it (the "Schedule Term"). Specifically with respect to Hardware, under no circumstances shall the Schedule Term exceed seventy five percent(75%) of the economic life of the Hardware. The Schedule Term may be earlier terminated upon: (i)the non-appropriation of funds pursuant to Section 8 ("Appropriation of Funds")of this MOLA, (ii) an Event of Loss, (iii) an Event of Default by Lessee and Lessor's election to cancel the Schedule pursuant to Section 24 ("Remedies") of this MOLA, (iv) an event of default or other breach of this Agreement by Lessor and Lessee's election to cancel the Schedule pursuant to Section 24 ("Remedies") of this MOLA, or(v) as otherwise set forth herein. 5. Administration of MOLA. (a) When a prospective Lessee wishes to lease Assets under this MOLA,the prospect will submit its request directly to Lessor. Lessor shall apply the applicable pricing discounts as stated in Section 4 of the Contract or the price as agreed upon by Lessee and Lessor in the applicable Schedule, whichever is lower and submit the lease proposal to the prospective Lessee. If the prospective Lessee wishes to proceed to lease Assets based on the proposal, Lessor will negotiate the applicable Rent Payment, availability of Assets, and term of the Lease directly with the prospective Lessee. (b) With respect to Lessor's obligations under Section 5 of the Contract to report the sale and make payment of the DIR administrative fee as defined in that Section, all leasing activities in conjunction to this MOLA shall be treated as a "purchase sale." Notwithstanding treatment of this Lease as a "purchase sale" as to the transaction between Lessor and DIR under the Contract,however,under no circumstances shall this MOLA be construed as creating anything other than a true lease and operating lease as stated in Section 2 ("Lease") hereof for the transaction(s)between Lessor and Lessee. (c) Upon agreement by Lessor and Lessee on the applicable Rent Payment, availability, Lease term, and the like,Lessee may issue a purchase order in the amount indicated on the applicable Schedule to Lessor for the Assets and reference the Contract number on the purchase order. Any pre-printed terms and conditions on the Schedule issued by Lessor (with respect to any item other than the specific Assets DIR Contract#DIR-TSO-3763 Page 3 of 17 Appendix E,MOLA which are the subject of the Lease, the Schedule Term, and the Rent Payments), Lessor's order acknowledgement form or the like shall not be effective with respect to the lease of Assets hereunder. Rather, the terms and conditions of this MOLA shall control in all respects. (d) Until a Schedule is entered into by Lessor and a Lessee per the process set forth in this MOLA, neither DIR nor any Lessee is obligated under this MOLA to lease Assets from Lessor nor is Lessor obligated under this MOLA to lease Assets to a Lessee. 6. Rent Payments. (a) During the Schedule Term and any renewal terms agreed to by Lessee as specified herein,Lessee agrees to pay Lessor the Rent Payments set forth in the relevant Schedule for each Asset. Rent Payments shall be the amount equal to the Rent Payment amount specified in the Schedule multiplied by the amount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the amount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal to one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule Commencement Date(including the Schedule Commencement Date)through the last day of such month (including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled Commencement date is the 15' of the month, a payment of $1,500 will be made. Under no circumstances shall the present value of the Rent Payments exceed ninety percent(90%) of the value of the Assets. (b) Any amounts received by Lessor from Lessee in excess of Rent Payments and any other sums required to be paid by Lessee shall be held as non-interest bearing security for Lessee's faithful performance under the conditions of this MOLA (and any Schedule), and applied to reduce future Rent Payments. All Rent Payments shall be paid to Lessor at the address stated on the Schedule or any other such place as Lessor or its assigns may hereafter direct to Lessee. Lessee shall abide by Appendix A, Section 8.0 of the Contract in making payments to Lessor. Lessor's (including its assignees') remedy for late payments is as set forth in Chapter 2251, Texas Government Code. (c) Lessee acknowledges and agrees, except as specifically provided for in Section 8 ("Appropriation of Funds") of this MOLA and excluding claims resulting from a breach of Lessor's obligations as set forth in this MOLA or any Schedule or of Lessee's rights under Section 16 ("Quiet Enjoyment") hereof, that Lessee's obligation to pay Rent and other sums payable hereunder, shall not be abated, reduced or subject to offset or diminished as a result of any past,present or future claims Lessee may have against Lessor under this Lease. Notwithstanding the foregoing, nothing in this Section or any other provision of this MOLA shall affect or preclude Lessee from enforcing any and all other rights it may have against Lessor and its assignees under this MOLA or otherwise affect any right Lessee may have against the manufacturer or licensor of the Assets or any party other than Lessor. DIR Contract#DIR-TSO-3763 Page 4 of 17 Appendix E,MOLA 7. Liens. Lessee shall keep the Assets free and clear of all levies, liens and encumbrances, and shall give Lessor immediate notice of any attachment or other judicial process affecting any item of the Assets. 8. Appropriation of Funds. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated to continue the Schedule Term for any fiscal period(as set forth on the Schedule) of Lessee beyond the fiscal period first in effect at the commencement of the Schedule Term, Lessee may terminate the Schedule with regard to those of the Assets on the Schedule so affected. Lessee shall endeavor to provide Lessor with written notice sixty (60) days prior to the end of its current Fiscal Period confirming which Assets on the Schedule will be so affected by the termination. All obligations of Lessee to make Rent Payments due with respect to those Assets after the end of the Fiscal Period for which such termination applies will cease, all interests of Lessee in those Assets will terminate, Lessee shall surrender those Assets in accordance with Section 15 ("Option to Extend; Surrender of Assets") of this MOLA, and the applicable Schedule shall be deemed amended. Lessee represents and warrants it has adequate funds to meet its obligations during the first fiscal period of the Schedule Term. Lessor and Lessee intend that the obligation of Lessee to make Rent Payments under this MOLA shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas, as applicable, beyond the fiscal period for which sufficient funds have been appropriated to make Rent Payments hereunder. 9. Assignment of Warranties. Each Schedule is intended to be a true lease and operating lease as defined in Tex. Bus. & Comm. Code Article 2A. Lessor has acquired or will acquire the Assets in connection with this MOLA and hereby agrees to assign to Lessee any warranties provided to Lessor with respect to the Assets during the Term of the applicable Schedule, to the extent the warranties are assignable. Unless Lessor is the manufacturer or is otherwise liable under the Contract, Lessor shall not be liable for damages for any reason for any act or omission of the manufacturer of the Assets. Except as provided in Section 24 ("Remedies") hereof, Lessee acknowledges that none of the following shall relieve Lessee from the obligations under this MOLA during the Schedule Term unless due to Lessor's acts or omissions: (i)Lessee's dissatisfaction with any unit of the Assets, (ii) the failure of an Asset to remain in useful condition for the Schedule Term, or (iii) the loss or right of possession of the Assets (or any part thereof) by Lessee. Lessee shall have no right, title or interest in or to the Assets except the right to use the same upon the terms and conditions herein contained. The Assets shall remain the sole and exclusive personal property of Lessor and not be deemed a fixture whether or not it becomes attached to any real property of Lessee. DIR Contract#DIR-TSO-3763 Page 5 of 17 Appendix E,MOLA 10. Inspection and Acceptance. Promptly upon delivery of the Assets, Lessee will inspect and test the Assets. No later than twenty (20) business days following its date of delivery (or, if the Assets are part of a system, the date of last delivery of the Assets comprising the system), Lessee will execute and deliver either(i) a Certificate of Acceptance, or (ii) written notification of any defects in the Assets. If Lessee has not given notice within such time period,the Assets shall be deemed accepted by Lessee as of the twentieth(20th)business day, as described above.In the event Lessee does not accept the Assets,Lessor will promptly remove the Assets from Lessee's premises and deliver conforming Assets within the timeframe agreed to and provided for by the supplier or manufacturer under that supplier's or manufacturer's applicable procurement contract with the State. If conforming Assets are not delivered within that timeframe, Lessee may terminate the Schedule on written notice to Lessor. Lessee's acceptance of any Assets shall not be deemed to waive any rights Lessee may have against the manufacturer or licensor, as applicable. Lessor and its assigns, including either of their respective agents shall have the right to inspect the Assets upon reasonable notice to Lessee and during normal business hours provided that anyone who does so has first executed a non-disclosure agreement acceptable to Lessee. 11. Installation and Delivery; Use of Assets; Repair and Maintenance. (a) Except as set forth in this MOLA, all transportation, delivery, installation, and de-installation costs associated with the Assets shall be borne by Lessee. Lessee shall provide a place of installation for the Assets, which conforms to the requirements of the manufacturer and Lessor. (b) Subject to the terms hereof, Lessee shall be entitled to use the Assets for the conduct of its business in compliance with all laws, rules, and regulations of the jurisdiction in which the Assets are located. Lessee shall not use or permit the use of the Assets for any purpose for which, according to the specification of the manufacturer, the Assets are not designed. (c) Lessee, at its expense, shall take good and proper care of the Hardware and make all repairs and replacements necessary to maintain and preserve the Hardware and keep the Hardware in good order and condition (reasonable wear and tear excepted). Unless Lessor shall otherwise consent in writing, Lessee shall, at its own expense, enter into and maintain in force a maintenance agreement covering each Hardware unit. Lessee shall furnish Lessor with a copy of such agreement, upon request. Lessee shall not make any alterations, additions, or improvements, or add attachments to the Hardware without the prior written consent of Lessor,except for additions or attachments to the Hardware leased by Lessee from Lessor or purchased by Lessee from the manufacturer of the Hardware(or an authorized distributor of the manufacturer) or any other person approved by Lessor. Lessee shall affix on a prominent place on each item of Hardware any tags, decals or labels supplied by Lessor to Lessee which describe the ownership of the Hardware. Subject to the provisions of Section 15(b) under "Option to Extend; Surrender of Hardware and Software Assets,"Lessee agrees to restore the Hardware to Return Condition prior to its return to Lessor. 12. Relocation of Hardware and Software. Except as set forth on the applicable Schedule, Lessee shall at all times keep the Hardware and Software within its exclusive possession and control. Lessee may move the Hardware or Software to another location DIR Contract#DIR-TSO-3763 Page 6 of 17 Appendix E,MOLA of Lessee within the continental United States, provided Lessee is not in default on any Schedule and pays all costs associated with such relocation. If such relocation requires Lessor's prior written consent, Lessee shall obtain such consent prior to relocating the Hardware or Software, as applicable,which consent Lessor shall not unreasonably withhold. Notwithstanding the foregoing, in those situations where consent is otherwise required, Lessee may move the Hardware or Software to another location within Texas without notification to, or the consent of, Lessor; provided, however, that not later than December 31 of each calendar year, Lessee shall provide Lessor a written report detailing the total amount of Hardware and Software at each location of Lessee as of that date, and the complete address for each location. Lessor shall make all filings and returns for property taxes due with respect to the Hardware and Software, and Lessee agrees that it shall not make or file any property tax returns, including information returns, with respect to the Hardware and Software. 13. Taxes. Unless otherwise agreed by the parties on the applicable Schedule, Lessor will pay any Imposition or file any forms or returns with respect thereto. Lessee shall,when billed, and with copy of Imposition invoice(s) with respect to Assets specified on the Schedule, reimburse Lessor for such payment. For purposes of this paragraph"Impositions" means all taxes, including personal property taxes and fees, without pro-ration as described in the Financial Disclosure Summary Work Sheet(Attachment 1) hereafter imposed, assessed or payable during the term of the relevant Schedule including any extension thereof. Because the reimbursement date for an Imposition may occur after the expiration or termination of the term of the relevant Schedule, it is understood and agreed that Lessee's liability to reimburse for such Impositions shall survive the expiration or termination of the term of the relevant Schedule. 14. Ownership. The Hardware and Software shall at all times be and remain the sole and exclusive property of Lessor, subject to the parties' rights under any applicable software license agreement. Lessee shall have no right, title or interest in the Hardware except a leasehold interest as provided for herein. Lessee agrees that the Hardware shall be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to lose its identity as the separate property of Lessor. Upon Lessor's request, Lessee will enter into agreements necessary to ensure that the Hardware remains the personal property of Lessor. 15. Option to Extend; Surrender of Hardware and Software Assets. (a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term, Lessor shall notify Lessee in writing of options to extend the Schedule for continued use of the Hardware or Software specified in that Schedule. If Lessee desires to exercise any of the options offered by Lessor (and provided that, with respect to Hardware, any extension does not exceed seventy five percent(75%) of its economic life), Lessee shall give Lessor irrevocable written notice of the option Licensee intends to exercise at least forty-five(45) days before the expiration of such Schedule Term. In the event the Lease is extended for some but not all of the Hardware and Software specified on a Schedule, the Schedule shall be updated to reflect those changes. At the end of the Schedule Term (as well as with respect to any Hardware and Software not extended as described immediately above), Lessee will surrender and return the Hardware and Software to Lessor in compliance with Section 15(b)below. DIR Contract#DIR-TSO-3763 Page 7 of 17 Appendix E,MOLA (b) Except as specified otherwise herein, upon the expiration, early termination as provided herein, or final termination of the Schedule, Lessee, at its cost and expense, shall promptly return the Hardware, freight prepaid, to Lessor in good repair and working order, with reasonably unblemished physical appearance and with no defects which affect the operation or performance of the Hardware ("Return Condition"), reasonable wear and tear excepted.If the Hardware is not in Return Condition,Lessee shall,at its option, either restore the Hardware (at Lessee's cost) to Return Condition or pay for the Hardware at its Stipulated Loss Value if the Hardware is not reasonably repairable. Lessee shall arrange and pay for the de-installation and packing of the Hardware in suitable packaging, and return the Hardware to Lessor at the location specified by Lessor;provided, however,that such location shall be within the United States no farther than 500 miles from the original Lessee delivery location, unless otherwise agreed to on the applicable Schedule. At its option and expense, Lessor shall have the right to supervise and direct the preparation of the Hardware for return. If,upon termination or expiration of the Schedule for any reason, Lessee fails or refuses to return to Lessor a Hardware unit or Software program specified in that Schedule or to pay Lessor the Stipulated Loss Value for a Hardware unit, Lessee shall remain liable for Rent Payments for that unit or program up to the date on which the unit or program is returned to the address specified by Lessor (or on which Lessee has paid Lessor the Stipulated Loss Value). In such event and specifically with respect to the Hardware, Lessor shall also have the right to enter Lessee's premises or any other premises where the Hardware may be found to take possession of and to remove the Hardware, at Lessee's sole cost and expense, without legal process. Lessee understands that it may have a right under law to notice and a hearing prior to repossession of the Hardware. However, as an inducement to Lessor to enter into a transaction,but only to the extent that Lessee, if a state agency, has statutory authority to do so,Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing prior to such repossession by Lessor or any officer authorized by law to effect repossession and hereby releases Lessor from all liability in connection with such repossession. Without waiving the doctrines of sovereign immunity and immunity from suit and to the extent authorized by the Constitution and laws of the State of Texas, Lessee's obligation to return Hardware may, at Lessor's option, be specifically enforced by Lessor. 16. Quiet Enjoyment. During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the Assets as long as an Event of Default (as hereinafter defined in Section 23 ("Default") of the MOLA) has not occurred. 17. Warranties rmardin2 the Assets. Lessor acknowledges that warranties made by the manufacturer or licensor of the Assets, if any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer or licensor of the Assets and shall not pursue any such claim against Lessor. 18. No Warranties by Lessor re2ardin the Assets. Except as set forth in the Contract, Lessee acknowledges that Lessor is not the manufacturer or licensor of the Hardware or Software Assets. Lessee agrees that Lessor makes no representations or warranties of whatsoever nature, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, condition, or quality of the Hardware or Software Assets or any unit thereof. Except to the DIR Contract#DIR-TSO-3763 Page 8 of 17 Appendix E,MOLA extent Lessor is the manufacturer or licensor of the Hardware or Software Assets,Lessee specifically waives all right to make claim against Lessor for breach of any warranty of any kind whatsoever; and with respect to Lessor, Lessee leases the Hardware and Software"as is". Except to the extent Lessor is the manufacturer or licensor of the Hardware or Software Assets, Lessor shall not be liable to Lessee for any loss, damage, or expense of any kind or nature caused directly or indirectly by any Hardware or Software leased hereunder, or by the use or maintenance thereof, or by the repairs, service or adjustment thereto or any delay or failure to provide any thereof, or by any interruption of service or loss of use thereof, or for any loss of business or damage whatsoever and howsoever caused. Lessor agrees to assign to Lessee, upon Lessee's request therefor, any warranty of a manufacturer or licensor or seller relating to the Hardware and Software that may have been given to Lessor. 19. Risk of Loss. Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entire risk of loss or damage in respect to the Hardware specified on the Schedule, whether partial or complete, from any cause whatsoever. Lessee shall promptly notify Lessor regarding any Event of Loss. Upon any Event of Loss, Lessee shall, at its option: (a) immediately repair the affected Hardware so that it is in good condition and working order, (b) replace the affected Hardware with identical equipment of at least equal value, in good condition and repair, and transfer clear title thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value for such affected Hardware unit, plus any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part of the Hardware for which the SLV is paid, a prorated amount of each Rent Payment shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount equal to the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule Term with such Rent Payments discounted to present value at the like-term Treasury Bill rate for the remaining Schedule Term in effect on the date of such Event of Loss, or if such rate is not permitted by law, then at the lowest permitted rate. In the event of a governmental taking of a Hardware unit for an indefinite period or for a stated period, which does not extend beyond the Schedule Term, all obligations of Lessee with respect to such Hardware unit(including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall pay to Lessee all sums received by Lessor from the government by reason of such taking. 20. Representations and Warranties of Lessee. Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion of counsel to the effect that, as of the time of execution of the MOLA and each Schedule between Lessor and Lessee: (a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003, Texas Government Code (including institutions of higher education as defined in Section 2054.003 (8-a), Texas Government Code) or a state agency purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee has made an independent legal and management determination to enter into this transaction; DIR Contract#DIR-TSO-3763 Page 9 of 17 Appendix E,MOLA (b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and constitutes a valid, legal and binding true lease and operating lease agreement of Lessee, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessee of any Schedule between Lessor and Lessee; (d) The entering into and performance of any Schedule between Lessor and Lessee, this MOLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of Lessee or on the Hardware or Software leased under any Schedule between Lessor and Lessee pursuant to any instrument to which Lessee is a parry or by which it or its assets may be bound; (e) To the best of Lessee's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessee,which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the MOLA or any Schedule between Lessor and Lessee; (f) The use of the Assets is essential to Lessee's proper, efficient and economic operation, and Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee hereto written certification to that effect; and (g) Lessee represents and warrants that(i) It has authority to enter into any Schedule under this MOLA, (ii) the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee's behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial information and (iv) it is able to meet all its financial obligations, including the Rent Payments hereunder. 21. Representation and Warranties of DIR. DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of counsel to the effect that, as of the time of execution of the MOLA: (a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not provided Lessee or Lessor with any legal or management advice regarding the MOLA or any Schedule executed pursuant thereto; (b) This MOLA has been duly authorized, executed and delivered by DIR and constitutes a valid, legal and binding agreement of DIR, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or governmental authority or instrumentality with respect to the entering into or performance by DIR of this MOLA; DIR Contract#DIR-TSO-3763 Page 10 of 17 Appendix E,MOLA (d) The entering into and performance of the MOLA does not violate any judgment, order, law or regulation applicable to DIR or result in any breach of, constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of DIR or on the Hardware or Software pursuant to any instrument to which DIR is a parry or by which it or its assets may be bound; (e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting DIR, which if determined adversely to DIR will have a material adverse effect on the ability of DIR to fulfill its obligations under the MOLA; (f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the Contract; and (g) Lessor's payment of the administrative fee to DIR shall not constitute an illegal gratuity or otherwise violate Texas law. 22. Representations and Warranties of Lessor. Lessor represents and warrants for the benefit of DIR and each Lessee: (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions; (b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MOLA or any Schedule; (d) The entering into and performance of the MOLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of Lessor, including the Hardware or Software leased under the MOLA and Schedules thereto, pursuant to any instrument to which Lessor is a parry or by which it or its assets may be bound; (e) To the best of Lessor's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MOLA or any Schedule; (f) The Schedule Term as specified in the applicable Schedule does not exceed 75% of the useful life of the Hardware, and the present value of the Rent Payments for the Hardware on the Schedule Commencement Date does not equal or exceed ninety percent(90%) of the value of the Hardware; and DIR Contract#DIR-TSO-3763 Page 11 of 17 Appendix E,MOLA (g) Lessor acknowledges that DIR, as a government agency, is subject to the Texas Public Information Act, and that DIR will comply with such Act, including all opinions of the Texas Attorney General's Office concerning this Act. 23. Default. Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events (each an "Event of Default"): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum payable on its due date; (b) Lessee's material breach of this MOLA, any Schedule, or any applicable software license agreement, which is not cured within thirty (30) days after written notice thereof from Lessor; (c)Lessee's filing of any proceedings commencing bankruptcy or the taking of other similar action by Lessee under any state insolvency or similar law, (d)the filing of any involuntary petition against Lessee or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (e) subjection of a substantial part of Lessee's property or any part of the Hardware to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or(f) any representation or warranty made by Lessee in this MOLA, any Schedule or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Assets being or becoming untrue in any material respect. 24. Remedies. (a) Lessor's Remedies. i. Upon the occurrence of an "Event of Default," Lessor may, in its sole discretion, do any one or more of the following: A. after giving thirty(30)days prior written notice to Lessee of the Event of Default,during which time Lessee shall have the opportunity to cure such Default, terminate any or all Schedules executed by Lessor and the defaulting Lessee; B. without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action to enforce the performance of the terms of the Schedule; C. after giving thirty(30)days prior written notice to Lessee of the Event of Default,during which time Lessee shall have the opportunity to cure such Default, and whether or not the Schedule is terminated, take possession of the Hardware and Software wherever located, without additional demand, liability, court order or other process of law. To the extent permitted by Texas law, Lessee hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Hardware or Software is located or cause Lessee, and Lessee hereby agrees, to return such Hardware and Software to Lessor in accordance with the requirements of Section 15 ("Option to Extend; Surrender of Hardware and Software Assets") hereof, D. by notice to Lessee, and to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and not as a penalty,the sum of: DIR Contract#DIR-TSO-3763 Page 12 of 17 Appendix E,MOLA I. the present value of the Rent owed from the earlier of the last date of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term plus, if the Hardware is not returned to or repossessed by Lessor, the present value of the Stipulated Loss Value of the Hardware at the end of the Schedule Term, each discounted at a rate equal to the rate used by Lessor for business opportunity analysis; II. without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all attorneys' fees and court costs)and expenses associated with collecting said sums; and III. interest on(I)from the date of default at 11/z%per month or portion thereof(or the highest rate allowable by law, if less) and, on (II) from the date Lessor incurs such fees, costs or expenses. ii. Upon return or repossession of the Hardware, Lessor may, if it so decides in its sole discretion, upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such Hardware, in such manner and upon such terms as Lessor may determine in its sole discretion, so long as such manner and terms are commercially reasonable. Upon disposition of the Hardware, Lessor shall credit the Net Proceeds (as defined below)to the damages paid or payable by Lessee. Proceeds upon sale of the Hardware shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as of the date of default. Proceeds upon a re-lease of the Hardware shall be all rents to be received for a term not to exceed the remaining Schedule Term, discounted to present value as of the commencement date of the re-lease at Lessor's current applicable debt rate. Without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, "Net Proceeds" shall be the Proceeds of sale or re-lease as determined above, less all costs and expenses incurred by Lessor in the recovery, storage and repair of the Hardware, in the remarketing or disposition thereof, or otherwise as a result of Lessee's default, including any court costs and attorney's fees and interest on the foregoing at eighteen percent(18%)per annum or the highest rate allowable by law, if less, calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee shall remain liable for the amount by which all sums, including liquidated damages, due from Lessee exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be retained by Lessor. iii. No termination,repossession or other act by Lessor in the exercise of its rights and remedies upon an Event or Default by Lessee shall relieve Lessee from any of its obligations hereunder. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. iv. Neither DIR nor non-defaulting Lessees shall be deemed in default under the MOLA or Schedules because of the default of a particular Lessee. Lessor's remedies under this Section 24 shall not extend to DIR and those non-defaulting Lessees. (b) Lessee's Remedies. Anything herein to the contrary notwithstanding, Lessee shall have all rights provided under Tex. Bus. & Comm. Code § 2A.508 through § 2A.522, including without limitation,the DIR Contract#DIR-TSO-3763 Page 13 of 17 Appendix E,MOLA right to cancel a Schedule and recover damages from Lessor in the event of nonperformance of or other default by Lessor hereunder. (c) Each parry agrees that any delay or failure by the other parry to enforce that party's rights under this MOLA or a Schedule does not prevent that parry from enforcing its rights at a later time. 25. Notices and Waivers. (a) All notices relating to this MOLA shall be delivered to DIR or Lessor as specified in Section 6 of the Contract, or to another representative and address subsequently specified in writing by the appropriate parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of Lessor or Lessee or shall be given by certified or registered mail or overnight carrier to Lessor or Lessee at its respective address shown on the Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR, Lessee, and Lessor intend and agree that a photocopy or facsimile of this MOLA or a Schedule and all related documents, including but not limited to the Acceptance Certificate, with their signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid, genuine, and authentic as an original signature document for all purposes. (b) A waiver of a specific default shall not be a waiver of any other or subsequent default. No waiver of any provision of this MOLA or a provision of a Schedule shall be a waiver of any other provision or matter, and all such waivers shall be in writing and executed by an officer of the waiving parry. No failure on the part of a parry to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof. 26. Assignment by Lessor; Assignment or Sublease by Lessee. (a) Upon thirty (30) days advance written notice to Lessee and provided that any such assignee expressly assumes Lessor's obligations under this MOLA and each Schedule,Lessor may(i)assign all or a portion of Lessor's right, title and interest in this MOLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MOLA, any Schedule and/or any Asset; and/or (iii) sell or transfer its title and interest as owner or licensor of the Hardware and Software and/or as Lessor under any Schedule; and DIR and each Lessee leasing Hardware under the MOLA understand and agree that Lessor's assigns may each do the same (hereunder collectively "Assignment"). All such Assignments shall be subject to each Lessee's rights under the Schedule(s) executed between it and Lessor and to DIR's rights under the MOLA. Each Lessee leasing Assets through Schedules under this MOLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Lessor shall remain liable for performance under the MOLA and any Schedule(s)executed hereunder to the extent Lessor's assigns do not perform Lessor's obligations under the MOLA and Schedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specific reference thereto is otherwise made herein. (b) Lessee will not sell, assign, sublet,pledge or otherwise encumber, or permit a lien to exist on or against any interest in this MOLA or the Assets without Lessor's prior written consent except otherwise permitted under this MOLA; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the MOLA to another state agency. DIR Contract#DIR-TSO-3763 Page 14 of 17 Appendix E,MOLA 27. Delivery of Related Documents. For each Schedule,Lessee will provide the following documents and information satisfactory to Lessor: (a) Certificate of Acceptance(if Acceptance has taken place); (b)Opinion of Counsel; (c)Financial Statements; (d)incumbency certificate; and(e)other documents specified in the applicable Schedule as being reasonably required by Lessor. 28. Miscellaneous. (a) Prior to delivery of any Assets,the obligations of Lessor hereunder shall be suspended to the extent that it is hindered or prevented from performing because of causes beyond its control. In such event, the obligation of Lessee to commence Rents for such Assets shall also be suspended. (b) Lessor and Lessee acknowledge that there are no agreements or understanding,written or oral,between them with respect to the Assets, other than as set forth in this MOLA, including the Contract, and in each Schedule to which Lessee is a signatory parry. Lessor and Lessee further acknowledge that this MOLA, including the Contract, and each Schedule to which Lessee is a parry contain the entire agreement between Lessor and Lessee and supersedes all previous discussions and terms and conditions of any purchase orders issued by Lessee, order acknowledgement and other forms issued by Lessor, and the like. DIR and Lessor acknowledge that there are no agreements or understandings, written or oral, between them other than as set forth in this MOLA and the Contract and that both contain the entire agreement between them. The terms and conditions of this MOLA may be amended only by written instrument executed by Lessor and DIR. The terms of a Schedule may only be amended in a writing signed by both Lessee and Lessor. DIR Contract#DIR-TSO-3763 Page 15 of 17 Appendix E,MOLA Attachment 1 to the Master Operating Lease Agreement Financial Disclosure Summary Lease Rate Factor(s): Response Notes Equipment Type A Equipment Type B Equipment Type C How is Daily Rental calculated? Is Daily Rental invoiced separately ❑ Yes or rolled into monthly rental? ❑ No ❑ N/A Is this a Step Lease? ❑ Yes ❑ No Does this lease include software? ❑ Yes ❑ No If yes, who owns the software? ❑ Agency ❑ Lessor Personal Property Tax Response Notes Estimated PPT PPT Payment made by ❑ Agency ❑ Lessor on Agency behalf ❑ Agency pays direct ❑ Lessor pays and passes invoice PPT calculation method through ❑ Lessor estimates and includes ❑ Lessor sets PPT at disclosed rate ❑ N/A-Agency pays direct If PPT rate changes, how are ❑ N/A- Lessor pays/passes invoice charge backs or short falls through handled? ❑ Lessor is responsible ❑ Lessee is invoiced for short fall Equipment Schedule Details Response Notes Can Agency make decisions at ❑ Asset level asset level (extend, purchase, ❑ All and not less than all return)? Does this ES auto extend? ❑ Yes ❑ No If Yes, how long? What is the cost of the Auto extension? What is the notice period? DIR Contract#DIR-TSO-3763 Page 16 of 17 Appendix E,MOLA Are negotiated extensions FMV ❑ Yes based? ❑ No On FMV, can Agency select own ❑ Yes evaluator? ❑ No Is asset and lease information ❑ Yes available online? ❑ No End of Lease Details Response Notes Where are the assets returned to? What is the return freight cost? Who pays the return freight cost? ❑ Agency ❑ Lessor ❑ Yes Do I need to return original ❑ No packaging? If yes, what is the cost if not returned? ❑ Yes Do I need to return original ❑ No manuals and documentation? If yes, what is the cost if not returned? ❑ Yes Do I need to return software? ❑ No If yes, what is the cost if not returned? ❑ Yes Is there an FMV purchase cost ❑ No cap? If yes, what is the cost cap percentage? What is the cost for a lost asset? What is the cost for missing equipment? What is the cost for data sanitization on assets with memory? What is the cost for data sanitization? What is the cost for on-site data destruction? DIR Contract#DIR-TSO-3763 Page 17 of 17 Appendix E,MOLA Appendix F MASTER LEASE AGREEMENT 1. Scope. Dell Financial Services, L.L.C. (hereinafter "Lessor") hereby leases to Lessee, and Lessee hereby leases from Lessor the Equipment described on each Supplementary Schedule ("Schedule"), which is a separate agreement executed from time to time by Lessor and Lessee and makes specific reference to this Master Lease Agreement ("MLA"). The terms and conditions contained herein shall apply to each Schedule that is properly executed in conjunction with this MLA and made subject to such terms and conditions as if a separate MLA were executed for each Schedule by the Lessee. Each Lessee has made an independent legal and management determination to enter into each Schedule. DIR has not offered or given any legal or management advice to the Lessor or to any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous terms with the Lessor to satisfy individual procurements, such terms shall be developed by the Lessor and Lessee and stated within a Rider to the MLA or the Schedule. To the extent that any of the provisions of the MLA conflict with any of the terms contained in any Schedule, the terms of the Schedule shall control. It is expressly understood that the term"Equipment" shall refer to the Products and any related Services as allowed within said Contract number DIR-TSO-3763, as described on a Schedule and any associated items therewith, including but not limited to all parts, replacements, additions, repairs, and attachments incorporated therein and/or affixed thereto, all documentation (technical and/or user manuals), operating system and application software as needed. If more than one Lessee is named in a Schedule,the liability of each named Lessee shall be j oint and several. However, unless DIR leases Equipment for its own use, DIR is not a party to any Schedule executed under this MLA and is not responsible for Rents,payments or any other obligations under such Lessee's Schedule. The invalidation, fulfillment, waiver, termination, or other disposition of any rights or obligations of either a Lessee or the Lessor or both of them arising from the use of this MLA in conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both of those parties arising from the use of this MLA in conjunction with any other Schedule, except in the Event of Default as provided in Section 23 of this MLA. Any reference to "MLA" shall mean this Agreement, including the Opinion of Counsel, and any riders, amendments and addenda thereto, and any other documents as may from time to time be made a part hereof upon mutual agreement by DIR and Lessor. As to conditions precedent to Lessor's obligation to purchase any Equipment, (i) Lessee shall accept the MLA terms and conditions as set forth herein and execute all applicable documents such as the Schedule, the Acceptance Certificate, Opinion of Counsel, and any other documentation as may be required by the Lessor that is not in conflict with this MLA, and (ii) there shall be no material adverse change in Lessee's financial condition except as provided for within Section 7 of this MLA. 2. Term of MLA. The term of this MLA shall commence on the last date of approval by DIR and Lessor and shall continue until (i)the obligations of Lessee under every Schedule are fully discharged, (ii)the full and final expiration DIR Contract#DIR-TSO-3763 Page I of 19 Appendix F date of the Contract, or (iii) either party exercises their termination rights as stated within Appendix A, Section 11.13 of the Contract. In regards to either the Contract expiration date or Contract termination date or the termination of this MLA, before all obligations of Lessee under every Schedule are fully discharged, such Schedules and such other provisions of the Contract and this MLA as may be necessary to preserve the rights of the Lessor or Lessee hereunder shall survive said termination or expiration. 3. Term of Schedule. The term for each Schedule, executed in conjunction to this MLA, shall commence on the date of execution of an Acceptance Certificate by the Lessee or twenty (20) days after the delivery of the last piece of Equipment to the Lessee ("Commencement Date"), and unless earlier terminated as provided for in the MLA, shall continue for the number of whole months or other payment periods as set forth in the applicable Schedule Term, commencing on the first day of the month following the Commencement Date (or commencing on the Commencement Date if such date is the first day of the month). The Schedule Term may be earlier terminated upon: (i)the Non-appropriation of Funds pursuant to Section 7 of this MLA, (ii) an Event of Loss pursuant to Section 18 of this MLA, or (iii) an Event of Default by Lessee and Lessor's election to cancel the Schedule pursuant to Section 24 of this MLA. 4. Administration of MLA. (a) For requests involving the leasing of Equipment, each potential Lessee will submit its request directly to the Lessor. Lessor shall apply the then current Equipment pricing discounts as stated within Section 4 of the Contract or the price as agreed upon by Lessee and Lessor, whichever is lower. Lessor shall submit the lease proposal and all other applicable documents directly to the potential Lessee and negotiate the Schedule terms directly with the potential Lessee. (b) All leasing activities in conjunction to this MLA shall be treated as a"purchase sale" in regards to the requirements of the Lessor to report the sale and make payment of the DIR administrative fee as defined within Section 5 of the Contract. (c) Upon agreement by Lessor and Lessee on pricing, availability and the like, Lessee may issue a purchase order in the amount indicated on the Schedule to Lessor for the Equipment and reference said Contract number DIR-TSO-3763 on the purchase order. Any pre-printed terms and conditions on the purchase order submitted by the Lessee shall not be effective with respect to the lease of Equipment hereunder. Rather,the terms and conditions of this MLA and applicable Schedule terms and conditions shall control in all respects. (d) Nothing herein shall require the Lessor to use this MLA exclusively with Lessees. Further, this MLA shall not constitute a requirements Agreement and Lessor shall not be obligated to enter into any Schedule for the lease of Equipment with any Lessee. 5. Rent Payments. During the Schedule Term and any renewal terms, Lessee agrees to pay Lessor Rent Payments. Rent Payments shall be the amount equal to the Rent Payment amount specified in the Schedule multiplied by the amount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the DIR Contract#DIR-TSO-3763 Page 2 of 19 Appendix F amount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal to one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule Commencement Date(including the Schedule Commencement Date)through the last day of such month(including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled Commencement date is the 15tn of the month, a payment of$1,500 will be made. Any amounts received by Lessor from the Lessee in excess of Rent Payments and any other sums required to be paid by the Lessee shall be held as non-interest bearing security for Lessee's faithful performance under the conditions of this MLA and any Schedule. All Rent Payments shall be paid to the Lessor at the address stated on the Schedule or any other such place as the Lessor or its assigns may hereafter direct to the Lessee. Lessee shall abide by Appendix A, Section 8.0 of the Contract in making payments to the Lessor. Any sum received by the Lessor later than ten (10)business days after its due date will bear interest from such due date at the rate of one-percent (1%) per month (or the maximum rate allowable by law, if less) until paid. Late charges, attorney's fees and other costs or expenses necessary to recover Rent Payments and any other amounts owed by Lessee hereunder are considered an integral part of this MLA. Each Schedule is a net lease and except as specifically provided herein, Lessee shall be responsible for all costs and expenses arising in connection with the Schedule or Equipment. Lessee acknowledges and agrees, except as specifically provided for in Section 7 of this MLA, that its obligation to pay Rent and other sums payable hereunder, and the rights of Lessor and Lessor's assignees, shall be absolute and unconditional in all events, and shall not be abated, reduced or subject to offset or diminished as a result of any event, including without limitation damage, destruction, defect, malfunction, loss of use, or obsolescence of the Equipment, or any other event, defense, counterclaim or recoupment due or alleged to be due by reason of any past, present or future claims Lessee may have against Lessor, Lessor's assigns, the manufacturer, vendor, or maintainer of the Equipment, or any person for any reason whatsoever. "Price" shall mean the actual purchase price of the Equipment. Rent Payments shall be adjusted proportionately downward if the actual price of the Equipment is less than the estimate (original proposal), and the Lessee herein authorizes Lessor to adjust the Rent Payments downward in the event of the decrease in the actual Equipment price. However, in the event that the Equipment price is more than the estimate (original proposal),the Lessor may not adjust the Rent Payment without prior written approval of the Lessee. 6. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, except those in favor of Lessor or its assigns, and shall give Lessor immediate notice of any attachment or other judicial process affecting any item of Equipment. Unless Lessee first provides proof of exemption therefrom, Lessee shall promptly reimburse Lessor, upon receipt of an accurate invoice, as an additional sum payable under this MLA, or shall pay directly if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing authority, from which the Lessee is not exempt, whether assessed against Lessee or Lessor, relating to the purchase, ownership, leasing, or use of the Equipment or the Rent Payments, excluding all taxes computed upon the net income of Lessor. Any tax statement received by the Lessor, for taxes payable by the Lessee, shall be promptly forwarded by the Lessor to the Lessee for payment. DIR Contract#DIR-TSO-3763 Page 3 of 19 Appendix F 7. Appropriation of Funds. (a) This paragraph applies only to Lessees designated as state agencies defined in Section 2054.003, Texas Government Code, including institutions of higher education as defined in Texas Education Code, Section 61.003 and those state agencies utilizing a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule) of Lessee beyond the Fiscal Period first in effect at the Commencement of the Schedule Term, Lessee may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be so terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will cease, all interests of Lessee in the Equipment will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas beyond the Fiscal Period for which sufficient funds have been appropriated to pay Rent hereunder. (b) This paragraph applies only to Lessees designated as local government entities. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated for Lessee to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule) of the Lessee beyond the Fiscal Period first in effect at the commencement of the Schedule Term, the Lessee may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period first in effect at the commencement of the DIR Contract#DIR-TSO-3763 Page 4 of 19 Appendix F Schedule Term will cease, all interests of Lessee in the Asset(s) will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period,that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. 8. Selection of Equipment. The Equipment is the size, design, capacity and manufacture selected by Lessee in its sole judgment and not in reliance on the advice or representations of Lessor. No representation by the manufacturer or a vendor shall in any way affect Lessee's duty to pay Rent and perform its other obligations hereunder. Each Schedule is intended to be a "finance lease" as defined in Article 2A of the Uniform Commercial Code. Lessor has acquired or will acquire the Equipment in connection with this MLA. Lessor shall not be liable for damages for any reason, for any act or omission of the supplying manufacturer. Lessor agrees, to the extent they are assignable, to assign the Lessee, without recourse to Lessor, any warranties provided to Lessor with respect to the Equipment during the Term of the applicable Schedule. Lessee acknowledges that neither its dissatisfaction with any unit of Equipment, nor the failure of any of the Equipment to remain in useful condition for the Schedule Term, nor the loss of possession or the right of possession of the Equipment or any part thereof by the Lessee, shall relieve Lessee from the obligations under this MLA or Schedule Term. Lessee shall have no right, title or interest in or to the Equipment except the right to use the same upon the terms and conditions herein contained. The Equipment shall remain the sole and exclusive personal property of the Lessor and not be deemed a fixture whether or not it becomes attached to any real property of the Lessee. Any labels supplied by Lessor to Lessee, describing the ownership of the Equipment, shall be affixed by Lessee upon a prominent place on each item of Equipment. 9. Inspection and Acceptance. Promptly upon delivery of the Equipment, Lessee will inspect and test the Equipment, and not later than ten (10) business days following the Commencement Date, Lessee will execute and deliver either (i) an Acceptance Certificate, or(ii)written notification of any defects in the Equipment. If Lessee has not given notice within such time period, the Equipment shall be conclusively deemed accepted by the Lessee as of the tenth(IOth)business day. Lessor, its assigns or their agents, shall be permitted free access at reasonable times authorized by the Lessee, the right to inspect the Equipment. 10. Installation and Delivery; Use of Equipment; Repair and Maintenance. (a) All transportation, delivery, and installation costs associated with the Equipment shall be borne by the Lessee. Lessor is not and shall not be liable for damages if for any reason the manufacturer of the Equipment delays the delivery or fails to fulfill the order by the Lessee's desired timeframe. Any delay in delivery by the manufacturer shall not affect the validity of any Schedule. Lessee shall provide a place of installation for the Equipment, which conforms to the requirements of the manufacturer and Lessor. DIR Contract#DIR-TSO-3763 Page 5 of 19 Appendix F (b) Subject to the terms hereof, Lessee shall be entitled to use the Equipment in compliance with all laws, rules, and regulations of the jurisdiction wherein the Equipment is located and will pay all cost, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee agrees to solely use the Equipment in the conduct of Lessee's business. Lessee agrees, at its expense, to obtain all applicable permits and licenses necessary for the operation of the Equipment, and keep the Equipment in good working order, repair, appearance and condition (reasonable wear and tear is acceptable). Lessee shall not use or permit the use of the Equipment for any purpose, which according to the specification of the manufacturer,the Equipment is not designed or reasonably suited. Lessee shall use the Equipment in a careful and proper manner and shall comply with all of the manufacturer's instructions, governmental rules, regulations, requirements, and laws, and all insurance requirements, if any, with regard to the use, operation or maintenance of the Equipment. (c) Lessee, at its expense, shall take good and proper care of the Equipment and make all repairs and replacements necessary to maintain and preserve the Equipment and keep it in good order and condition. Unless Lessor shall otherwise consent in writing,Lessee shall, at its own expense, enter into and maintain in force a maintenance agreement covering each unit of Equipment. Lessee shall furnish Lessor with a copy of such agreement, upon request. Lessee shall pay all costs to install and dismantle the Equipment. Lessee shall not make any alterations, additions, or improvements, or add attachments to the Equipment without the prior written consent of Lessor, except for additions or attachments to the Equipment purchased by Lessee from the original supplier of the Equipment or any other person approved by Lessor. If Lessee desires to lease any such additions or attachments, Lessee hereby grants to Lessor the right of first refusal to provide such lease financing to Lessee for such items. Subject to the provisions of Section 13B of this MLA,Lessee agrees to restore the Equipment to Return Condition prior to its return to the Lessor. 11. Relocation of Equipment. Lessee shall at all times keep the Equipment within its exclusive possession and control. Upon Lessor's prior written consent, which shall not be unreasonably withheld, Lessee may move the Equipment to another location of Lessee within the continental United States,provided(i)Lessee is not in default on any Schedule, (ii) Lessee executes and causes to be filed at its expense such instruments as are necessary to preserve and protect the interests of Lessor and its assigns in the Equipment, (iii) Lessee pays all costs of, and provides adequate insurance during such movement, and(iv)Lessee pays all costs otherwise associated with such relocation. Notwithstanding the foregoing, Lessee may move the Equipment to another location within Texas without notification to, or the consent of, Lessor. Provided, however, that not later than December 31 of each calendar year, Lessee shall provide Lessor a written report detailing the total amount of Equipment at each location of Lessee as of that date, and the complete address for each location. Lessor shall make all filings and returns for property taxes due with respect to the Equipment, and Lessee agrees that it shall not make or file any property tax returns, including information returns, with respect to the Equipment. 12. Ownership. The Equipment shall at all times be and remain the sole and exclusive property of Lessor, subject to the parties rights under any applicable software license agreement. Lessee shall have no right, title or interest DIR Contract#DIR-TSO-3763 Page 6 of 19 Appendix F in the Equipment except a leasehold interest as provided for herein. Lessee agrees that the Equipment shall be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to lose its identity as the separate property of the Lessor. Upon request, Lessee will enter into any and all agreements necessary to ensure that the Equipment remain the personal property of Lessor. 13. Purchase and Renewal Options; Location and Surrender of Equipment. (a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term Lessor shall notify Lessee of options for continued use of Equipment. Lessee shall have the option to: (i) renew the Schedule as to all but not less than all of the Equipment, or (ii) purchase all but not less than all of the Equipment for cash or by the Lessor's acceptance of a purchase order from Lessee upon the last business day on or prior to the expiration of the Schedule Term thereof for a price equal to the amount set forth in the Schedule. If the Fair Market Value (FMV) Purchase Option was selected on the Schedule, the FMV shall be determined on the basis of and shall be equal in amount to, the value which would be obtained in an arms-length transaction between an informed and willing buyer-user (other than a used equipment dealer),who would be retaining the Equipment as part of its current operations,in continuing and consistent use, and an informed and willing seller under no compulsion to sell, and in such determination, costs of removal from the location of current use shall not be a deduction from such value. If Lessee desires to exercise either option, it shall give Lessor irrevocable written notice of its intention to exercise such option at least sixty (60) days (and not more than 180 days) before the expiration of such Schedule Term. In the event that Lessee exercises the purchase option described herein,upon payment by Lessee to Lessor of the purchase price for the Equipment,together will all Rent Payments and any other amounts owing to Lessor hereunder,Lessor shall transfer to Lessee without any representation or warranty of any kind, express or implied, title to such Equipment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF LESSEE FAILS TO NOTIFY LESSOR OF ITS INTENT WITH RESPECT TO THE EXERCISE OF THE OPTIONS DESCRIBED IN THIS SECTION 13 WITHIN THE TIME FRAMES CONTEMPLATED HEREIN, THE INITIAL SCHEDULE TERM SHALL BE TERMINATED ON THE DATE AS STATED IN THE SCHEDULE. (b) The Equipment shall be delivered to and thereafter kept at the location specified in the Schedule and shall not be removed therefrom without Lessor's prior written consent and in accordance with Section 11 of this MLA. Upon the expiration, early termination as provided herein, or upon final termination of the Schedule, upon at least ninety (90) days prior written notice to Lessor, Lessee at its cost and expense, shall immediately disconnect, properly package for transportation and return all (not part) of the Equipment (including, without limitation, all service records and user manuals), freight prepaid, to Lessor in good repair, working order, with unblemished physical appearance and with no defects which affect the operation or performance of the Equipment ("Return Condition"), reasonable wear and tear excepted. Lessee shall, at Lessor's request, affix to the Equipment, tags, decals or plates furnished by Lessor indicating Lessor's ownership and Lessee shall not permit their removal or concealment. Lessee shall return the Equipment to Lessor at a location specified by Lessor, provided, however, such location shall be within the United States no farther than 500 miles from the original Lessee delivery location, unless otherwise agreed to on the applicable Schedule. If the Equipment is not in Return Condition, Lessee shall remain liable for all reasonable costs required to restore the Equipment to Return Condition. Lessee shall arrange and pay for the de-installation and packing of the Equipment and the de-installation shall be performed by manufacturer-certified technicians, approved by Lessor and the Lessor shall have DIR Contract#DIR-TSO-3763 Page 7 of 19 Appendix F the right to supervise and direct the preparation of the Equipment for return. IF,UPON TERMINATION OR EXPIRATION OF THE SCHEDULE FOR ANY REASON, LESSEE FAILS OR REFUSES FORTHWITH TO RETURN AND DELIVER THE EQUIPMENT TO LESSOR, LESSEE SHALL REMAIN LIABLE FOR ANY RENT PAYMENTS ACCRUED AND UNPAID WITH RESPECT TO ALL OF THE EQUIPMENT ON THE SCHEDULE AND SHALL PAY RENT UP TO THE DATE THAT THE EQUIPMENT IS RETURNED TO THE ADDRESS SPECIFIED BY LESSOR. Notwithstanding the foregoing, Lessor shall have the right, without notice or demand, to enter Lessee's premises or any other premises where the Equipment may be found and to take possession of and to remove the Equipment, at Lessee's sole cost and expense, without legal process. Lessee understands that it may have a right under law to notice and a hearing prior to repossession of the Equipment. As an inducement to Lessor to enter into a transaction, but only to the extent that Lessee, if a state agency, has statutory authority to do so,Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing prior to such repossession by Lessor or any officer authorized by law to effect repossession and hereby releases Lessor from all liability in connection with such repossession. Without waiving the doctrines of sovereign immunity and immunity from suit and to the extent authorized by the constitution and laws of the State of Texas, Lessee's obligation to return Equipment may, at Lessor's option, be specifically enforced by Lessor. 14. Quiet Enjoyment. During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the Equipment provided that an Event of Default (as hereinafter defined in Section 23 of the MLA) has not occurred. 15. Warranties. Lessor and Lessee acknowledge that manufacturer Equipment warranties, if any, inure to the benefit of the Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer of the Equipment and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable under any Schedule under any and all circumstances. 16. No Warranties. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OR LICENSOR OF THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION, OR QUALITY OF THE EQUIPMENT OR ANY UNIT THEREOF. LESSEE SPECIFICALLY WAIVES ALL RIGHT TO MAKE CLAIM AGAINST LESSOR FOR BREACH OF ANY EQUIPMENT WARRANTY OF ANY KIND WHATSOEVER; AND WITH RESPECT TO LESSOR, LESSEE LEASES EQUIPMENT"AS IS". LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, OR BY THE USE OR MAINTENANCE THEREOF, OR BY THE REPAIRS, SERVICE OR ADJUSTMENT THERETO OR ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEROF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE DIR Contract#DIR-TSO-3763 Page 8 of 19 Appendix F WHATESOEVER AND HOWSOEVER CAUSED WITHOUT IN ANY WAY IMPLYING THAT ANY SUCH WARRANTY EXISTS AND WITHOUT INCREASING ITS LIABILITY HEREUNDER, TO ASSIGN TO LESSEE UPON LESSEE'S REQUEST THEREFOR ANY WARRANTY OF A MANUFACTURER OR LICENSOR OR SELLER RELATING TO THE EQUIPMENT THAT MAY HAVE BEEN GIVEN TO LESSOR. 17. Indemnification. (a) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and hold harmless Lessor, its agents, servants and successors from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses and attorney's fees, of whatsoever nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of where, how and by whom operated, and arising out of negligence (excluding the gross negligence or willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the settlement of any suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims, demands, and expenses and shall pay all judgments entered in any such suit or suits or other legal proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by expiration of time, by operation of law or otherwise. With respect to Lessor, Lessee is an independent contractor, and nothing contained herein authorizes Lessee or any other person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor. (b) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and collectively assume all risks and liabilities with respect to any claim made by any third party that the lease arrangements herein are not authorized by law. Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR agree to indemnify, save and hold harmless Lessor from any and all such claims and all expenses incurred in connection with such claims or to defend against such claims, including without limitation any judgments by a court of competent jurisdiction or settlement or compromise with such claimant. (c)Lessor is the owner of the Equipment and has title to the Equipment. If any other person attempts to claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee agrees, at its expense, to protect and defend Lessor's title to the Equipment. Lessee further agrees that it will at all times keep the Equipment free from any legal process, encumbrance or lien whatsoever, and Lessee shall give Lessor immediate notice if any legal process, encumbrance or lien is asserted or made against the Equipment. 18. Risk of Loss. Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entire risk of loss or damage in respect to any Equipment, whether partial or complete, from any cause whatsoever. In the event of loss, theft, destruction or damage of any kind to any item of Equipment, or if any Equipment is DIR Contract#DIR-TSO-3763 Page 9 of 19 Appendix F lost stolen, or taken by governmental action for a stated period extending beyond the Term of any Schedule (an"Event of Loss"),Lessee shall promptly notify Lessor. Lessee shall, at its option: (a)immediately place the affected Equipment in good condition and working order, (b) replace the affected Equipment with identical equipment of at least equal value, in good condition and repair, and transfer clear title thereto to Lessor, or (c)to the extent permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV" as hereafter defined) for such affected Equipment, plus any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part of the Equipment for which the SLV is paid, a prorated amount of each Rent Payment shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount equal to the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule Term with such Rent Payments discounted to present value at the like-term Treasury Bill rate for the remaining Schedule Term in effect on the date of such Event of Loss, or if such rate is not permitted by law, then at the lowest permitted rate. In the event of a governmental taking of Equipment for an indefinite period or for a stated period, which does not extend beyond the Schedule Term, all obligations of the Lessee with respect to such Equipment (including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall pay to Lessee all sums received by Lessor from the government by reason of such taking. 19. Insurance. At its expense,Lessee shall keep the Equipment insured against all risks of loss and damage with companies acceptable to Lessor for an amount equal to the original cost of the Equipment, with Lessor or its assign(s) named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor or its assign(s)named as an additional insured. Lessee shall be liable for any loss not covered by insurance. All said insurance shall be in form and amount satisfactory to Lessor. Lessee shall pay the premiums therefor and deliver to Lessor or its assign(s) the certificates of insurance or duplicates thereof or other evidence satisfactory to Lessor or its assign(s) of such insurance coverage. Evidence of such insurance coverage shall be furnished no later than the Schedule Commencement Date of each Schedule and from time to time as Lessor or its assign(s)may request. Each insurer shall agree by endorsement upon the policy or policies issued by it or by independent instrument furnished to Lessor that it will give Lessor or its assign(s) thirty (30) days prior written notice of the effective date of any alteration or cancellation of such policy. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts received in payment for loss or damage under any said insurance policy. Lessee may self-insure with respect to the required coverage. Further, Lessees that are defined as state agencies in accordance with Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, may self-insure their obligations in this section. 20. Representations and Warranties of Lessee. Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion of counsel to the effect that, as of the time of execution of the MLA and each Schedule between Lessor and Lessee: DIR Contract#DIR-TSO-3763 Page 10 of 19 Appendix F (a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) or a state agency purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee has made an independent legal and management determination to enter into this transaction; (b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and constitutes a valid, legal and binding agreement of Lessee, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessee of any Schedule between Lessor and Lessee; (d) The entering into and performance of any Schedule between Lessor and Lessee, the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of the Lessee or on the Equipment leased under any Schedule between Lessor and Lessee pursuant to any instrument to which the Lessee is a party or by which it or its assets may be bound; (e) To the best of Lessee's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessee, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the MLA or any Schedule between Lessor and Lessee; (f) The use of the Equipment is essential to Lessee's proper, efficient and economic operation, and Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee hereto written certification to that effect; and (g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MLA, (ii)the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee's behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial information and (iv) it is able to meet all its financial obligations, including the Rent Payments hereunder. 21. Representation and Warranties of DIR. DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of counsel to the effect that, as of the time of execution of the MLA: (a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not provided the Lessee or the Lessor with any legal or management advice regarding the MLA or any Schedule executed pursuant thereto; (b) This MLA has been duly authorized, executed and delivered by DIR and constitutes a valid,legal and binding Agreement of DIR, enforceable in accordance with its terms; DIR Contract#DIR-TSO-3763 Page 11 of 19 Appendix F (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or governmental authority or instrumentality with respect to the entering into or performance by DIR of this MLA; (d) The entering into and performance of the MLA does not violate any judgment, order,law or regulation applicable to DIR or result in any breach of, constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of DIR or on the Equipment pursuant to any instrument to which DIR is a party or by which it or its assets may be bound; (e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting DIR,which if determined adversely to DIR will have a material adverse effect on the ability of DIR to fulfill its obligations under the MLA; (f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the Contract; (g) Lessor's payment of the administrative fee to DIR shall not constitute an illegal gratuity or otherwise violate Texas law; and (h)DIR is a government agency subject to the Texas Public Information Act. Lessor acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney Generals' office concerning this Act. 22. Representations and Warranties of Lessor. (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions; (b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule; (d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any instrument to which the Lessor is a party or by which it or its assets may be bound; and DIR Contract#DIR-TSO-3763 Page 12 of 19 Appendix F (e) To the best of Lessor's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule. 23. Default. Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events (each an "Event of Default"): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum payable; (b) nonpayment or incomplete payment by Lessee of Rent or any other sum payable on its due date; (c) failure by Lessee to perform or observe any other term, covenant or condition of this MLA, any Schedule, or any applicable software license agreement, which is not cured within ten(10) days after notice thereof from Lessor; (d) insolvency by Lessee; (e) Lessee's filing of any proceedings commencing bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (f) subjection of a substantial part of Lessee's property or any part of the Equipment to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (g) any representation or warranty made by Lessee in this MLA, any Schedule or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Equipment being or becoming untrue in any material respect. 24. Remedies. (a) Upon the occurrence of an "Event of Default" and at any time thereafter Lessor may, in its sole discretion, do any one or more of the following: (i) After giving fifteen (15) days prior written notice to Lessee of default, during which time Lessee shall have the opportunity to cure such default, terminate any or all Schedules executed by Lessor and the defaulting Lessee; (ii) without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages, including all of Lessor's economic loss for the breach thereof, (iii) whether or not the Schedule is terminated, upon notice to Lessee, take possession of the Equipment wherever located, without demand, liability, court order or other process of law, and for such purposes Lessee, to the extent authorized by Texas law, hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Equipment is located or cause Lessee, and Lessee hereby agrees, to return such Equipment to Lessor in accordance with the requirements of Section 13 of the MLA; (iv) by notice to Lessee, and to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and not as a penalty, the sum of(a)the present value of the Rent owed from the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term plus, if the Equipment is not returned to or repossessed by Lessor, the present value of the estimated in-place fair market value of the Equipment at the end of the Schedule Term as determined by Lessor, each discounted at a rate equal to the rate used by Lessor for business opportunity analysis; (b) all Rent and other amounts due and payable on or before the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee; and (c) without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all attorneys' fees and court costs) and expenses associated with collecting said sums; and (d)interest on(a) and(b) DIR Contract#DIR-TSO-3763 Page 13 of 19 Appendix F from the date of default at 1 '/2% per month or portion thereof(or the highest rate allowable by law, if less) and, on (c)from the date Lessor incurs such fees, costs or expenses. (b)Upon return or repossession of the Equipment, Lessor may, if it so decides in its sole discretion, upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such Equipment, in such manner and upon such terms as Lessor may determine in its sole discretion, so long as such manner and terms are commercially reasonable. Upon disposition of the Equipment, Lessor shall credit the Net Proceeds (as defined below)to the damages paid or payable by Lessee. Proceeds upon sale of the Equipment shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as of the date of default. Proceeds upon a re-lease of the Equipment shall be all rents to be received for a term not to exceed the remaining Schedule Term, discounted to present value as of the commencement date of the re-lease at the Lessor's current applicable debt rate. Without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, "Net Proceeds" shall be the Proceeds of sale or re- lease as determined above, less all costs and expenses incurred by Lessor in the recovery, storage and repair of the Equipment, in the remarketing or disposition thereof, or otherwise as a result of Lessee's default, including any court costs and attorney's fees and interest on the foregoing at eighteen percent (18%)per annum or the highest rate allowable by law, if less, calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee shall remain liable for the amount by which all sums, including liquidated damages, due from Lessee exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be retained by Lessor. (c)No termination, repossession or other act by Lessor in the exercise of its rights and remedies upon an Event or Default shall relieve Lessee from any of its obligations hereunder. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. (d) Neither DIR nor non-defaulting Lessees shall be deemed in default under the MLA or Schedules because of the default of a particular Lessee. Lessor's remedies under this Section 24 shall not extend to DIR and those non-defaulting Lessees. 25. Notices and Waivers. All notices relating to this MLA shall be delivered to DIR or the Lessor as specified within Section 6 of the Contract, or to another representative and address subsequently specified in writing by the appropriate parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of the Lessor or Lessee or shall be mailed certified or registered to Lessor or Lessee at its respective address shown on the Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR, Lessee, and Lessor intend and agree that a photocopy or facsimile of this MLA or a Schedule and all related documents, including but not limited to the Acceptance Certificate, with their signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid, genuine, and authentic as an original signature document for all purposes. This MLA and those Schedules in conjunction hereof are a "Finance Lease" as defined in Article 2A of the Uniform Commercial Code ("UCC"). A waiver of a specific Default shall not be a waiver of any other or subsequent Default. No waiver of any provision of this MLA or a provision of a Schedule shall be a waiver of any other provision or matter, and all such waivers shall be in DIR Contract#DIR-TSO-3763 Page 14 of 19 Appendix F writing and executed by an officer of the Lessor. No failure on the part of Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof. 26. Assignment by Lessor; Assignment or Sublease by Lessee. (a) Lessor may (i) assign all or a portion of Lessor's right, title and interest in this MLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MLA, any Schedule and/or any Equipment; and/or (iii) sell or transfer its title and interest as owner of the Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Equipment under the MLA understand and agree that Lessor's assigns may each do the same (hereunder collectively "Assignment"). All such Assignments shall be subject to each Lessee's rights under the Schedule(s) executed between it and Lessor and to DIR's rights under the MLA. Each Lessee leasing Equipment through Schedules under this MLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not assume Lessor's obligations hereunder and agree to make all payments owed to the assigns without abatement and not to assert against the assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s) may possess against the Lessor or any other party for any other reason. Lessor shall remain liable for performance under the MLA and any Schedule(s) executed hereunder to the extent Lessor's assigns do not perform Lessor's obligations under the MLA and Schedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns,whether specific reference thereto is otherwise made herein. (b) LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER, OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ON THE SCHEDULE, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE'S CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT,AND ONLY AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST LESSEE TO ENFORCE LESSOR'S RIGHTS HEREUNDER,LESSEE WILL NOT ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor, DIR shall not assign, sublease, transfer, pledge or hypothecate the Master Lease Agreement; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the contract to another state agency. DIR Contract#DIR-TSO-3763 Page 15 of 19 Appendix F 27. Delivery of Related Documents. For each Schedule,Lessee will provide the following documents and information satisfactory to Lessor: (a) Certificate of Acceptance; (b) Opinion of Counsel; (c) proof of self-insurance acceptable to Lessor; (d) Financial Statements; (e) Incumbency Certificate; and (f) Other documents as reasonably required by Lessor. 28. Lessee's Waivers. To the extent permitted by applicable law,Lessee hereby waives the following rights and remedies conferred upon Lessee by the Uniform Commercial Code: to (i) cancel any Schedule under the MLA; (ii) repudiate any Schedule; (iii) reject the Equipment; (iv) revoke acceptance of the Equipment; (v) recover damages from Lessor for any breach of warranty by the manufacturer; (vi) claim a security interest in the Equipment in Lessee's possession or control for any reason; (vii)deduct all or any part of any claimed damages resulting from Lessor's default, if any, under any Schedule; (viii) accept partial delivery of the Equipment; (ix) "cover" by making any purchase or lease of or contract to purchase or lease equipment in substitution for the Equipment due from Lessor; (x)recover any special, punitive, incidental or consequential damages, for any reason whatsoever. Lessee agrees that any delay or failure to enforce Lessor's rights under this MLA or a Schedule does not prevent Lessor from enforcing any rights at a later time. 29. Security Interest and UCC Filings. To secure payments hereunder, Lessor reserves and Lessee hereby grants to Lessor a continuing security interest in the Equipment and any and all additions, replacements, substitutions, and repairs thereof. When all of the Lessee's obligations under this MLA and respective Schedules have been fully paid and satisfied, Lessor's security interest shall terminate. Nothing contained herein shall in any way diminish Lessor's right, title, or interest in or to the Equipment. Lessor and Lessee agree that a reproduction of this MLA and/or any associated Schedule may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code ("UCC"). Lessee hereby appoints Lessor, its agents, successors or assigns its true and lawful attorney-in-fact for the limited purpose of executing and filing on behalf of Lessee any and all UCC Financing Statements which in Lessor's sole discretion are necessary or proper to secure Lessor's interest in the Equipment in all applicable jurisdictions. Lessee shall execute or obtain and deliver to Lessor, upon Lessor's request, such instruments, financing statements and assurances, as Lessor deems necessary or advisable for the protection or perfection of this Lease and Lessor's rights hereunder and will pay all costs incident thereto. 30. Miscellaneous. (a) Jurisdiction. The MLA and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the event of a dispute between the parties, suit may be brought in the federal or state courts where Lessee has its principal office or where the Equipment is located. (b) Counterpart. Only original counterpart No. 1 of each Schedule shall be deemed to be an "Original" for chattel paper purposes under the Uniform Commercial Code. Any and all other counterparts shall DIR Contract#DIR-TSO-3763 Page 16 of 19 Appendix F be deemed to be a"Copy". NO SECURITY INTEREST IN THIS MLA, IN ANY SCHEDULE, OR IN ANY OF THE EQUIPMENT MAY BE CREATED, TRANSFERRED, ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MLA ALONE OR OF ANY "COPY" OF THE SCHEDULE, BUT RATHER SOLELY BY THE TRANSFER AND POSSESSION OF THE "ORIGINAL" COUNTERPART OF THE SCHEDULE INCORPORATING THIS MLA BY REFERENCE. (c) Suspension of Obligations of Lessor. Prior to delivery of any Equipment, the obligations of Lessor hereunder shall be suspended to the extent that it is hindered or prevented from performing because of causes beyond its control. (d) Severability. In the event of any provision of this MLA or any Schedule shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the parties hereto agree that such provision shall be ineffective without invalidating the remaining provisions thereof. (e) Entire Agreement. Lessor and Lessee acknowledge that there are no agreements or understanding, written or oral, between them with respect to the Equipment, other than as set forth in this MLA and in each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that this MLA and each Schedule to which Lessee is a party contain the entire agreement between Lessor and Lessee and supersedes all previous discussions and terms and conditions of any purchase orders issued by Lessee. DIR and Lessor acknowledge that there are no agreements or understandings, written or oral, between them other than as set forth in this MLA and Contract Number DIR-TSO- 3763 and that both contain the entire agreement between them. Neither this MLA nor any Schedule may be altered, modified, terminated, or discharged except by a writing signed by the party against whom enforcement of such action is sought. (f) Headers. The descriptive headings hereof do not constitute a part of any Schedule and no inferences shall be drawn therefrom. (g) Language context. Whenever the context of this MLA requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, and whenever the word Lessor is used herein, it shall include all assignees of Lessor. (h) Lessor Certifications. Lessor certifies that: (i) it has not given, offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this MLA and/or any Schedules executed hereunder; (ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under Section 231.006, Texas Family Code and acknowledges this MLA may be terminated and payment withheld if this certification is inaccurate; (iii) neither it, nor anyone acting for it, has violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; DIR Contract#DIR-TSO-3763 Page 17 of 19 Appendix F (iv) it has not received payment from DIR, Lessee or any of their employees for participating in the preparation of this MLA and the Schedule(s) hereunder; (v) during the term of this MLA, it will not discriminate unlawfully against any employee or applicant and that, upon request it will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff,including the identification of minorities and women in management or other positions with discretionary or decision making authority, (vi) under Section 2155.004, Texas Government Code, the Lessor certifies that the individual or business entity named in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certification is inaccurate; (vii) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the MLA; (viii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (ix) as of the effective date of the MLA, are not listed in the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (x) to the extent applicable to this scope of this MLA,Lessor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xi) Lessor agrees that any payments due under this MLA will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xii) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xiii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; DIR Contract#DIR-TSO-3763 Page 18 of 19 Appendix F (xiv) Lessor represents and warrants that the provision of goods and services or other performance under the MLA will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the MLA, Lessor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xv) Lessor represents and warrants that the Lessee's payment to Lessor and Lessor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xvi) under Section 2155.006, Government Code, Lessor certifies that the individual or business entity in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certification is inaccurate. In addition, Lessor acknowledges the applicability of§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the MLA; and (xviii) Lessor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, Vendor acknowledges the applicability of§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the MLA,Lessor shall,for itself and on behalf of its subcontractors,promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Lessor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties (i) Dispute Resolution. The following paragraph applies only to Lessees designated as a State agency as defined in Section 2054.003, Texas Government Code, including a university system or institution of higher education, and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from time to time ("Chapter 2260"), is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260, and rules promulgated there under shall be used by the Lessee and Lessor to attempt to resolve any claim for breach of agreement made by Lessor. (j) Sovereign Immunity. Nothing herein shall be construed to waive the State's sovereign immunity. 31. Amendments. The terms and conditions of this MLA may be amended only by written instrument executed by the Lessor and DIR. DIR Contract#DIR-TSO-3763 Page 19 of 19 Appendix F Texas Department of Information Resources Contract Number: DIR-TSO-3763 Appendix G E-RATE AGREEMENT E-RATE AGREEMENT FOR EQUIPMENT AND SERVICES Customer Name: Customer Address: Customer Contract/ RFP# (if applicable): Dell Quotation No(s): Period o (Check one) EIRecurring Services or El Non-Recurring ►cs (defined in Section 2, Beginning: and Ending: Not to exceed Price (66 T "): Location of Equipment: Effective ate: 1) INTRODUCTION This E-Rate Agreement("Agreement"), effective as the date above ("Effective Date"), is made between the Customer identified above ("Customer") and Dell Marketing L.P., One Dell Way, Round Rock, Texas 78682 ("Dell"). This document constitutes a legally binding agreement between Customer and Dell, as required by the Federal Communications Commission for compliance purposes under the Universal Service Support Mechanism for Schools and Libraries, commonly referred to as the "E-rate Program" or"Program". Dell and Customer(each a "Party," and collectively, the "Parties") agree to the following terms and conditions: 2) SCOPE Customer has selected Dell as a supplier of E-rate eligible equipment and/or services, and warrants that it has (i) done so in accordance with all of the E-rate Program's competitive bidding requirements and (ii) complied with the Program's rules in all other respects. Customer further acknowledges that it is solely responsible for applying for all funding under the E-rate Program. In reliance on these warranties and acknowledgements by Customer and subject to the Department of Information Resources (DIR) Contract Number DIR-TSO-3763 and the E-rate Program's rules and the conditions set forth herein, Customer may purchase computer hardware and related products, including software licensing arrangements ("Products") and/or related services ("Services") as specified in Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763 and Attachment 1 of this Agreement, which is incorporated by this reference, in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763 and using the E- rate discounts approved by USAC as described in paragraph 4 below, and Dell shall be entitled to rely on Customer's representations relating to those discounts in connection with these purchases. Purchases of Products and Services under this Agreement shall be governed by the terms and conditions of DIR Contract Number DIR-TSO-3763, To the extent there is any conflict between DIR Contract Number DIR-TSO-3763 and this Agreement, the terms of DIR Contract Number DIR-TSO-3763 shall govern. (Notwithstanding the foregoing, the payment term in DIR Contract Number DIR-TSO-3763 may be modified (extended to 60 days from the invoice date) for purposes of orders under the E-rate Program only if the funding arrangements applicable to Customer do not support payment in accordance with the payment term in DIR Contract Number DIR-TSO-3763.) Except as expressly agreed by the Parties in a separate Contract, this Agreement also incorporates the terms of the limited warranties applicable to Dell-branded hardware Products, which can be found at www.dell.com/warranty or in the documentation Dell provides with the Product. Customer is submitting the proposed amount for E-Rate eligible Products and Services to the Schools and Libraries Division of the Universal Service Administrative Company("USAC")for approval and acknowledgement of the funding requested under the E-rate program. Pending USAC approval, all Products and Services work shall be performed during the period beginning and ending as either Recurring or Non-Recurring listed on Page 1 of this Agreement. The deadline for Services is defined as the Service Delivery Deadline. Customer may request and be approved for an extension by USAC for additional time to complete any particular project, in which case, the terms of this Agreement shall continue to apply to such project until completion. Dell agrees to use commercially reasonable efforts to deliver and, if required, install all eligible Products and Services ordered before the Customer's E-rate Service Delivery Deadline. If the Customer's complete order is placed less than 45 days before the Service Delivery Deadline, however, or due to other circumstances beyond Dell's control, Dell cannot meet the Service Delivery Deadline, and the Customer is unable to (or fails to) extend the Service Delivery Deadline, Customer/ Dell reserve the right to cancel all or part of its order for the delayed products and/or services or pay Dell in full for whatever products and/or services it decides to order. Customer reserves the right to propose modifications, or to reduce or eliminate items specified for purchase from Attachment 1 of this Agreement or to terminate the proposal entirely, based on the levels of E-Rate funding received. Should Customer seek such changes in the specifications for the Products and/or Services, Customer shall notify Dell of the proposed changes as soon as reasonably practicable and the Parties will determine mutually acceptable amendments to the proposal. No changes will be final unless made in writing in an addendum to this Agreement signed by both parties. Within thirty (30) days of filing its E-rate application for discounts on Dell products and/or services, Customer will deliver to Dell a copy of the Item 21 Description of Services in which those products and/or services are described. 3) PRICES Subject to the provisions of DIR Contract Number DIR-TSO-3763 and this Agreement, Customer agrees to purchase and Dell agrees to provide the Products and /or Services as described in Dell Quotation No(s) listed above and/or Statement of Work, as detailed in Attachment 1 of this Agreement, for the Not to Exceed Price (as defined above). Customer represents and warrants that it has complied with all applicable laws and regulations concerning the procurement of these Products and/or Services and has obtained all necessary approvals and authorizations needed to enter into this Agreement. 4) USAC PROCEDURE (1) In a Funding Commitment Decision Letter("FCDL"), USAC will designate Customer's approved discount rate or rates along with the amount(s)of funding approved; (2)Customer will then submit the FCC Form 486 to USAC. USAC will subsequently issue a Form 486 Receipt Notification Letter to both Customer and Dell. Customer will separately notify Dell when to begin to provide Services and/or ship Products. Form 486 cannot be filed before receipt of the FCDL from USAC. Upon approval of Form 486, Dell will ship the Products and/or provide the Services. (a) Both Parties acknowledge that some Products or Services may be used for a combination of eligible and ineligible functions. If Customer deploys Products or Services in a partially ineligible manner, Customer understands that applicable E-rate funding requests must be cost-allocated according to FCC regulations. The Item 21 Description of Services and any modifications to it that Customer files with USAC, the FCDL, and any USAC or FCC adjustments to funding, including but not limited to those included in correspondence received from USAC during the application review process and in USAC's FRN explanatory notes, will be used to determine eligibility or percentage of eligibility. (3)When Customer is ready to submit a Purchase Order to Dell, the following documentation is required for order placement: 1) Purchase Order to Dell for the Products and/or Services included in the Notice, 2) Copy of the original Item 21 Description of Services and any subsequent modifications to it, 3) Correspondence and documentation from USAC and/or the FCC, if any, adjusting or proposing to adjust the amount or nature of the funding commitment, 4) Copy of the Form 486, and 5) copy of the FCDL(s). Dell will ship the agreed-upon Products and/or provide the agreed upon Services, resulting in an invoice to Customer and USAC. 5) TERMS AND CONDITIONS Appendix A, Standard Terms and Conditions of DIR Contract Number DIR-TSO-3763 shall take precedence over any Terms and Conditions listed in this Appendix G, E-Rate Agreement and any additional Terms and Conditions listed here shall not diminish any Terms and Conditions in Appendix A of DIR-TSO-3763. (Notwithstanding the foregoing, the payment term in DIR Contract Number DIR-TSO-3763 may be modified (extended to 60 days from the invoice date) for purposes of orders under the E-rate Program only if the funding arrangements applicable to Customer do not support payment in accordance with the payment term in DIR Contract Number DIR-TSO-3763.) 6) PAYMENT AND INVOICES Upon request Dell can support customers using the Service Provider Invoice (SPI) method. Dell can provide supplemental documentation that includes a breakout of the FRN number being billed, the USAC portion and the Customer/Applicant portion. As Services are performed and/or Products are shipped to Customer, Dell shall submit invoices and supporting documentation to Customer and USAC. Based on the Item 21 Description of Services, the Dell order will be placed exactly as stated on the Dell quotation(s). Should a product on the Dell quotation(s) reach its end of life before the order is placed, the product will be substituted with a similar product as indicated on the global product/service substitution form. If the Products and/or Services are not on the Item 21 Description of Services, the Customer/Applicant will be invoiced for those items in full and the Customer's/Applicant's portion will be adjusted accordingly. Customer understands and agrees that: Customer shall be liable for any discounted amount that Dell submits to USAC for payment if Dell is not at fault for USAC's refusal to pay; Customer is required to pay the non-discounted portion of all eligible discounted invoices in accordance with payment terms stipulated in this Agreement. Customer understands that all goods and services deemed ineligible by USAC at any time and for any reason are to be paid in full by customer. Compensation shall be based on actual Services provided in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763 during the term of this Agreement. Customer shall process invoices and make payments within sixty(60)days from the date of invoice. Purchase orders may be terminated at any time prior to the time that manufacturing begins for Products or resources have been committed for Services. 7) SERVICE CERTIFICATIONS Customer agrees to sign and submit any required service certifications within the time proscribed by USAC. If Customer disputes the information contained in the service certification, Customer agrees to notify Dell within one calendar day of receipt. 8) PRODUCT/SERVICE SUBSTITUTIONS Customer agrees to submit product/service substitution requests for any and all desired changes to product/service delivery from Customer's original Item 21 Description of Products/Services documentation, unless USAC has already approved a "global" substitution request for the product or service. Vendor shall not be required to deliver any products or services that deviate from the original Description of Products/Services attachment until product/service substitution approval has been obtained. 9) SERVICE PROVIDER IDENTIFICATION NUMBER ("SPIN") CHANGES Customer may not submit a SPIN change request to the E-Rate program administrator without prior written consent from Dell. 10) ELIGIBLE USERS AND LOCATIONS Customer understands that discounted equipment and services may only be deployed at eligible locations and used by eligible users. Dell will not install discounted equipment and/or services in ineligible locations or configurations, nor in any configuration that deviates from the originally stated purpose in Customers' Item 21 Attachment or PIA correspondence. Dell will not be held liable for penalties assessed by the E-rate program administrator if Customer moves or reconfigures discounted equipment or services in an ineligible manner. If at anytime and for any reason,the E-rate program administrator determines any products or services to be ineligible for E-rate discounts, Customer will be charged in full for any such items delivered under the Contract in accordance with Appendix C, Pricing Index of DIR Contract Number DIR-TSO-3763. 11) REGULATORY COMPLIANCE Customer certifies that it has complied with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including, but not limited to gift and entertainment rules applicable to the E-Rate program. 12) TERMINATION Either party may terminate this Agreement in accordance with Section 11 of Appendix A,Termination,of DIR Contract Number DIR-TSO-3763.The terms and conditions of DIR Contract Number DIR-TSO-3763 and this Agreement will control the acceptance and shipment of any such orders. 13) MISCELLANEOUS The use of preprinted forms, such as purchase orders, will be for convenience only, and all preprinted terms and conditions stated on such forms will not apply to the Agreement or to goods or services purchased or provided under the Agreement. Dell and Customer acknowledge that Products licensed or sold under this or any resulting Agreement are subject to the export control laws and regulations of the United States or those of other countries in which they are used and agree to abide by those laws and regulations. Limitation of Liability shall be in accordance with Section 10.K of Appendix A to DIR Contract Number DIR-TSO- 3763. DIR Contract Number DIR-TSO-3763 and this Agreement are the exclusive statements of the understanding between Dell and Customer regarding this subject matter and supersedes any prior or oral agreements between the parties. This Agreement has been executed on behalf of the Parties by their duly authorized representatives. Dell Marketing, Customer Signature: Signature: Name: Name: Position: Position: Date: Date: [Attach if applicable, a Statement of Work]. RESOLUTION NO. 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AUTHORIZING EXECUTION OF A REGIONAL ASSET TRANSFER ADDENDUM WITH THE DALLAS COUNTY CRIMINAL DISTRICT ATTORNEYS OFFICE FOR COMPUTER WORKSTATIONS WHEREAS, The City of North Richland Hills, Texas possesses legal authority to enter into a Regional Asset Transfer Addendum ("Addendum") with the Dallas County Criminal District Attorney's Office ("DCCDA") to facilitate the transfer of ownership and responsibility for computer workstations ("Asset(s)") purchased with allocated funds awarded under the FY2023 North Texas Anti-Gang Center Project Grant #2848908; and WHEREAS, Both parties acknowledge that all rights, title, interest, ownership, and responsibility for the Asset(s) shall vest with the DCCDA upon completion of transfer of the Asset(s) and execution of this Addendum; and, WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills that we request the attached Addendum be executed; and 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 City Council of the City of North Richland Hills hereby authorizes and approves the Addendum to facilitate the transfer of ownership and responsibility for Asset(s) purchased with allocated funds awarded under the FY2023 North Texas Anti-Gang Center Project Grant #2848908. SECTION 3. The City Council of the City of North Richland Hills hereby authorizes and approves the City Manager to execute the Regional Asset Transfer Addendum with DCCDA. SECTION 4. 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 of North Richland Hills in conflict herewith are hereby amended or repealed to the extent of such conflict. PASSED AND APPROVED this 13t" day of February, 2023. CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson, City Secretary and Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia McGinnis, City Attorney APPROVED AS TO CONTENT: Jimmy Perdue, Public Safety Director MRH 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 Dell Marketing, L.P. ("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 Department of Information Resources ("Cooperative Entity")and Vendor, Contract No. TX a° S, 3763as amended, the "Agreement")with an expiration date of 01/10/2024 . 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 https://dir.texas.gov/ contracts/dir-tso-3763 or upon request from Vendor, (iii) the attached Vendor Quote/Purchase Order No. Quote 3000139548180.1 and Quote 3000139542411.1, all of which are attached hereto and/or incorporated herein by reference. Authorized Customer is eligible and desires to purchase Dell branded computers44 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 $47,761.14 ("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 stand shall expire on September 30`h at the end of FY C I Ch 01' t I' lee e to r'I liar text .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 Number of years year(s)expiring on Expiration Date.This Customer Agreement may be renewed for Number of Renewals. 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) ❑ 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 30th day of January 20 23 . [Signature Page Follows] NRH Cooperative Purchase Customer Agreement, Page 1 of CA-CONTRACT NO. PUR0002_20220107 Vendor Name: Dell Marketing, L.P. ACCEPTED AND AGREED: ACCEPTED A1413 AGREED: By: CETY OF NORTHI RICHLAND HIILLS: Name: Katherine Castillo APPROVED t t ceffttf that funds are curre ntl:y avallable Title: Paralegal Advisor for this Ipuirchase Date:Jan 30,2023 0 Check the laox if Scott endall Check Kendall Date 2023.02.02 By: n-r. -3 " '5wtt Kendal[I, Furch ng Mn Tg i a r Department Djrector: kr Dgirtally signednn by Jiniy By^ Jimmy Perdue Printed Nweirdue Department: APPROVED: By: - Date: Mark Hindman, City Manager Or Designee: By: - Date: Name: Title: ATTEST: By: Alicia Richardson, City Secretary/Chief Governance Officer By: Traci Henderson,Assistant City Secretary NRH City Council Action: Y 0 N 171 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 NRH Cooperative Purchase Customer Agreement, Page 2 of 2 CA-CONTRACT NO. PUR000220220107 Vendor Name: Dell Marketing, L.P. )ies A quote for your consideration used on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your ll"ilreirrileir 1page, or, if you do not have Premier, use this Quote to Girdeir. Quote III14o 3000141276207 1 Sales Rep Khalil Neal I otall $6,181 14, Phone (800)456-3355, 6180565 Customer# 106497087 Email Khalil_ Neal@Dell.com Quoted On Jan. 09, 2023 Billing To ACCOUNTS PAYABLE Expires by Feb. 18, 2023 CITY OF NORTH RICHLAND HILLS Texas Department of PO BOX 820609 Contract Name Information Resources (TX NORTH RICHLAND HILLS, TX DIR) 76182-0609 Contract Code C000000O06841 Customer Agreement# TX DIR-TSO-3763 Deal ID 18471905 Message from your Sales Rep Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Khalil Neal Product It Price Quantity Subtotal Precision 7820 Tower $6,181.14 1 $6,181.14 total® $6,181.14 Shipping: Environmental ee® Non-Taxable Amount: $6,181.14 Taxable Amount: Estimated ax® Total: $6,181.14 ii)age 1 � Jp ,, vj%dj J<�'jjp� '11, p �129, nt,�Ird Do�:,K X M, Q Quantity Subtotal Precision 7820 Tower $6,181.14 1 $6,181.14 Estimated delivery if purchased today: Feb.02,2023 Contract#C000000006841 Customer Agreement#TX DIR-TSO-3763 Description SKU UnitPrice Quantity Subtotal Precision 7820 Tower XCTC Base 210-AMDT 1 Intel Xeon Gold 5220R 2.2GHz,(4.0GHz Turbo,24C, 10.4GT/s 2UPI, 338-BWTI 1 35.75MB Cache,HT(150W) DDR4®2666 1st) Heatsink for Single CPU 412® KK 1 CPU clip,assemble CPU with heatsink 575-BBPB 1 Precision 7820 Tower 950W PCIe FlexBay Chassis CL FMX 321-BGUD 1 Nvidia RTX A4500,20GB,4DP(Precision 7920R, 7920T, 7820, 490-BHSC 1 5820) 96GB 6x16GB CCR4 2933MHz RDIMM ECC Memory 370-AESM 1 No Out-of-Band Systems Management 631-ABML 1 Intel NVMe PCIe SSC(Front PCIe FlexBay) 414-BBBV 1 Intel Integrated controller(RST®e)with 1®2 Front FlexBay NVMe PCIe 321-BDWI 1 Drives Dell M.2 carrier 400®AVDR 1 M.2 1TB PCIe NVMe Class 40 Solid State Drive 401®ABJR 1 Dell M.2 carrier 400®AVDR 1 M.2 1TB PCIe NVMe Class 40 Solid State Drive 401®ABJR 1 3.5"2TB 7200rpm SATA AG-Enterprise Hard Drive 400-BMLE 1 No Hard Drive 400®AKZR 1 8x Half-Height BD-RE Drive 429-AAUL 1 Windows 10 Pro for Workstations(6 cores plus, Includes Windows 11 619-AQEC 1 Pro License)English, French,Spanish No Hard Drive 400®AKZR 1 No Hard Drive 400®AKZR 1 No SATA RAID 780-BBCJ 1 Slim ODD bezel, 100%®tie with slim ODD 325-BCUD 1 8x DVD+/®RW 9.5mm Optical Disk Drive 429-ABDW 1 CMS Essentials DVD no Media 658-BBTV 1 GPT is 100%®required for all order 411®XXYB 1 No Additional Keyboard 580-ABIS 1 No Microsoft Office License Included 658-BCSB 1 No Additional Network Card Selected(Integrated NIC included) 555-BBJO 1 Intel®Dual Band Wireless AC 8265(802.11ac)2x2+ Bluetooth 555-BEVZ 1 module Intel Dual Band Wireless AC 8265(802.11ac)2x2+ Bluetooth 555-BEWB 1 module US Power Cord 470® KG 1 Placemat 7820 Tower DAO 340-BYIW 1 Resource DVD not Included 430-XXYU 1 2 Or '"��,I t r . J / / Not ENERGY STAR Qualified 387-BBBE - 1 - Dell Optimizer for Precision 640BBSC - 1 - Firmware and Driver for Intel 82b5VN-Fi+ B|uetoothmodule 555-BEVY - 1 - Ship Material Tower 582O.782O 328-BCRU - 1 - SH|P.PVVS.LNK.NO.NO.AMF 340`AEYP - 1 - Trusted Platform Module(Discrete TPM Enabled) 329-BBJL - 1 - 782O Tower Regulatory Label(DAO) 388-CGJVV - 1 - Performance Optimized 370-AA|P - 1 - BIOS match checked back tofactory 444-BBBG - 1 - BIOS binary check enabled and verified 444-BBBS - 1 - SuppodAaaiat 525-BBCL - 1 - Dell(TM)Digital Delivery Cirrus Client 640-BBLVV - 1 - Enable Low Power Mode 658-BBMQ - 1 - Dell Developed Recovery Environment 658-BCUv - 1 - Dell Limited Hardware Warranty Plus Service 872-6702 - 1 - PmSupport Plus Accidental Damage Service 4Years 872-0763 - 1 - PmSupport Plus Keep Your Hard Drive 4Years 872-0771 - 1 - PmSupport Plus Next Business Day Onai0a4Years 872-0779 - 1 - PmSupport Plus 7x24 Technical Support 4Years 872-0787 - 1 - Subtotal: $6.181.14 Shipping; $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Tmto|; $6.181.14 Page 3 De�� �arkeUng L� U G on�y� De�� �arke8ng L� �u �oca�ed a�One De�� VVay` �a�� G0zp 812Q` Round Rock` TX 78082 Important Notes ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Termsale This Quote will,if Customer issues a purchase order for the quoted items that is accepted by Supplier,constitute a contract between the entity issuing this Quote("Supplier")and the entity to whom this Quote was issued("Customer"). Unless otherwise stated herein,pricing is valid for thirty days from the date of this Quote.All product,pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors.Taxes and/or freight charges listed on this Quote are only estimates.The final amounts shall be stated on the relevant invoice.Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Il ax or Al ZSalles ll axyc ei c.coirn,as applicable. Governing Terms:This Quote is subject to: (a)a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or,to the extent there is no such agreement,to the applicable set of Dell's Terms of Sale(available at www.dell.coim/teirims or wwowo.da:llll.(.;oi n/oE%i n E%iri s),or for cloud/as-a- Service offerings,the applicable cloud terms of service(identified on the Offer Specific Terms referenced below);and(b)the terms referenced herein(collectively,the"Governing Terms"). different Governing Terms may apply to different products and services on this Quote.The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions:Customer's use of any Supplier software is subject to the license terms accompanying the software,or in the absence of accompanying terms,the applicable terms posted on www.It'Iellll.(.:om/e%ulla. descriptions and terms for Supplier-branded standard services are stated at www.da:IIII.(.;oi n/sE%irvll(.E%(.;oi w ira(.;s/(tllol ball or for certain infrastructure products at www.dellllei c.coi /en us/cusfoimeir seirwcuca:s/Ifwiroducf..,wairiranfy..,and.seirw ice da scirilpflions.lMim. Offer-Specific,Third Party and Program Specific Terms: Customer's use of third-party software is subject to the license terms that accompany the software.Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.da:IIII.(.:oi n/offE%iriii wftsl Ze(.Il l(.;E%iri s("Offer Specific Terms"). In case of Resale only:Should Customer procure any products or services for resale,whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms,services terms,and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement("Financing Agreement")for the products and/or services on this Quote with dell Financial Services LLC or other funding source pre-approved by Supplier("FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS,Supplier will fulfill and invoice FS upon confirmation that: (a)FS intends to enter into a Financing Agreement with Customer for this order;and(b)FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement,Customer's use(and Customer's resale of and the end-user's use)of these items in the order is subject to the applicable governing agreement between Customer and Supplier,except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items,or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier,Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve:(a)use of U.S.Government funds;(b)use by or resale to the U.S. Government; or(c)maintenance and support of the product(s)listed in this document within classified spaces.Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California,a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. ADELL BUSINESS CREDIT(DBC):Offered to business customers by WebBank,who determines qualifications for and terms of credit. Taxes,shipping and other charges are extra and vary.The Total Minimum Payment due is the greater of either$20 or 3%of the New Balance shown on the statement rounded up to the next dollar,plus all past due amounts. dell and the dell logo are trademarks of dell Inc. I yawt If, �, Oi " /Pal o , �, i,r . / / 2� )ies A quote for your consideration used on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your ll"ilreirrileir 1page, or, if you do not have Premier, use this Quote to Girdeir. Quote III14o 3000141276059 1 Sales Rep Khalil Neal I otall $41,580 00 Phone (800)456-3355, 6180565 Customer# 106497087 Email Khalil_ Neal@Dell.com Quoted On Jan. 09, 2023 Billing To ACCOUNTS PAYABLE Expires by Feb. 18, 2023 CITY OF NORTH RICHLAND HILLS Texas Department of PO BOX 820609 Contract Name Information Resources (TX NORTH RICHLAND HILLS, TX DIR) 76182-0609 Contract Code C000000O06841 Customer Agreement# TX DIR-TSO-3763 Deal ID 18471905 Message from your Sales Rep Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Khalil Neal Product It Price Quantity Subtotal Mobile Precision 3571 $2,300.00 12 $27,600.00 Dell Thunderbolt 4 Dock-WD22TB4 $225.00 12 $2,700.00 Dell Premier Multi-device Wireless Keyboard and Mouse ® $65.00 12 $780.00 KM7321W Dell Pro Slim Briefcase 15(P01520CS) $25.00 12 $300.00 Dell Monitor Slim Soundbar-SB521A $35.00 12 $420.00 Dell Pro Wireless Headset®WL5022 $135.00 12 $1,620.00 Dell USB Slim ®/ drive ® DW316 $30.00 12 $360.00 Dell UltraSharp 27 Monitor® U2722D, 68.47cm (27") $325.00 24 $7,800.00 ii)age 1 � Jp ,, vj%dj J<�'jjp� '11, p �129, nt,�Ird Do�:,K X M, Q Subtotal: $41,580.00 Shipping: Environmental Non-Taxable t® $41,580.00 Taxable t® Estimated Tax: ��wwwNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNa Total: $41,580.00 "� II a ! �,r I! f;��,ll '., rl �,ti ir: I�, r i , '"��,II ,t r . J / �, V,;x2 Quantity Subtotal Mobile Precision 35712,3 , 12 $27,600.00 Estimated delivery if purchased today: Jan.24,2023 Contract#C000000006841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Cell Mobile Precision Workstation 3571 CTC 210-BDTJ 12 Intel Core i9®12900H vPro(24 MB cache, 14 cores,20 threads,2.50 379-BEVD 12 GHz to 5.00 GHz,45W) Windows 11 Pro, English, French,Spanish 619-AQCE 12 o Microsoft Office License Included 658-BCSB 12 Intel Core i9®12900H vPro with NVICIA A1000 4GB, GDDR6 graphics 329-BGRY 12 NVICIA RTXAl000,4 GB,GCCR6 490-BHMN 12 15.6"FHC 1920 x 1080,60 Hz,250 nit,touch, IR FHC Camera and 391®BLOC 12 Mic with WLAN +4G WWAN FHC/IR Camera,Temporal Noise Reduction,Camera Shutter, Mic 319-BBJG 12 32 GB, 1 x 32,4800MHz, DDR5, Non®ECC SODIMM memory 370-AGZL 12 M.2 2280 1 TB,Gen 4 PCIe x4 NVMe, Solid State Drive 400-BMPS 12 No Additional Hard Drive 401® GM 12 English US non-backlit keyboard with numeric keypad,99®key 583-BHBH 12 Single Pointing, No security 346-BHZV 12 Intel AX211,2x2 MIMO,2400 Mbps,2.4/5/6 GHz,Wi®Fi 6/6E(WIFI 555-BHLT 12 802.1lax), Bluetooth 5.2 4 cell,64 WHr standard lifecycle battery 451-BCXK 12 130W Type C Power Adapter 492-BDGH 12 Intel vPro Technology Enabled 631-ADIF 12 ENERGY STAR Qualified 387®BBLW 12 EPEAT 2018 Registered(Gold) 379-BDZB 12 Quick Setup Guide for Mobile Precision 3571 340-CZKO 12 Custom Configuration 817-BBBB 12 Wireless Intel AX211 WLAN Driver 555-BHOS 12 Power Cord 1 M US 470-AFGV 12 Bottom cover 354-BBER 12 Packaging(DSC+ 130W Adapter) 340-DBDC 12 HDD Dummy Filler 750-ADFE 12 Intel Gen 12 CPU label for Core i9 vPro enable 389-EDDK 12 SupportAssist 525-B BCL 12 Dell(TM)Digital Delivery Cirrus Client 640®BBLW 12 Dell Optimizer for Precision 640-BBSC 12 Dell Client System Update(Updates latest Dell Recommended BIOS, 658-BBMR 12 Drivers, Firmware and Apps) Waves Maxx Audio 658-BBRB 12 Dell Power Manager 658-BDVK 12 Dell SupportAssist OS Recovery Tool 658-BEOK 12 r fit: fr� r, l ,,q , �,rr rt r . / l,;C, No RAID 78013BFE - 12 - BTO Standard Shipment(M) 800BBGS - 12 - PmSupport Plus:Accidental Damage Service,4Years 997-1009 - 12 - PmSupport Plus: Keep Your Hard Drive,4Years 997-1091 - 12 - Dell Limited Hardware Warranty Plus Service 997-1129 - 12 - PmSupport Plus:7x24 Technical Support,4Years 997-1137 - 12 - PmSupport Plus: Next Business Day Onaite.4Years 997-0007 - 12 - Thank you for choosing Dell PmSupport Plus. For tech support,visit - 997-8307 12 - wwwdeU.00m/conbaddeUor call 1-866-51b-3115 Quantity Subtotal Dell Thunderbolt 4 Dock-WD22TB4 $225.00 12 $2,700.00 Estimated delivery if purchased today: Jan 15.2O23 Contract#COOOOOO000841 Customer Agreement#TXD|R-TSO-37b3 Description SKV Unit Price Quantity Subtotal BASE.DS.VVD22TB4US18OVV 210-BDQH - 12 - Advanced Exchange Service,3Years 872-8550 - 12 - Dell Limited Hardware Warranty 872-8557 - 12 - Quantity Subtotal Dm|| Premier Multi-device Wireless Keyboard and Mmuse- $65.00 12 $780.00 KM7321W Estimated delivery if purchased today: Jan 15.2O23 Contract#COOOOOO000841 Customer Agreement#TXD|R-TSO-37b3 Description SKV Unit Price Quantity Subtotal Dell Premier Multi-Device Wireless Keyboard and Mouse-KM7321VV 580`AJ|X - 12 - Quantity Subtotal Dm|| Pro Slim Briefcase 15 (P0152PCS) $25.00 12 $300.00 Estimated delivery if purchased today: Jan 15.2O23 Contract#COOOOOO000841 Customer Agreement#TXD|R-TSO-37b3 Description SKV Unit Price Quantity Subtotal Dell Eco Pro Slim Briefcase 15-PO152OCS-Fits most laptops upto - 460-BCMK 12 - 15" Quantity Subtotal Dell Monitor Slim Smundbor-SB521A $35.00 12 $420.00 Estimated delivery if purchased today: Jan 15.2O23 Contract#COOOOOO000841 Customer Agreement#TXD|R-TSO-37b3 Description SKV Unit Price Quantity Subtotal Dell Monitor Slim Soundbar-SB521A 520-AARU - 12 - Quantity Subtotal Dm|| Pro Wireless Headset-WL5P22 $135.00 12 $1,620.00 Estimated delivery if purchased today: Jan 15.2O23 Contract#COOOOOO000841 Customer Agreement#TXD|R-TSO-37b3 Description SKV Unit Price Quantity Subtotal Page4 De�� �arkeUng L� U G on�y� De�� �arke8ng L� �u �oca�ed a�One De�� VVay` �a�� G0zp 812Q` Round Rock` TX 78082 Dell Pro Wireless Headset®WL5022 520-AATB 12 Quantity Subtotal Dell UISB Slim DVD±RW drive ® DW316 $30.00 12 $360.00 Estimated delivery if purchased today: Jan. 15,2023 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell LISB Slim DVD±RW drive®DW316 429-AAUQ - 12 Quantity Subtotal Dell UlltraSharp 27 Monitor® U2722D, 68.47cm (27") $325.00 24 $7,800.00 Estimated delivery if purchased today: Jan. 15,2023 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell UltraSharp 27 Monitor®U2722D,68.47cm(27") 21 O-AYZE - 24 Dell Limited Hardware Warranty 814-5380 - 24 Advanced Exchange Service,3 Years 814-5381 - 24 Subtotal: $41,580.00 Shipping: Environmental Fee: $0.00 Estimated Tax: wwwNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNv Total: $41,580.00 ll)age 5 /;,dl S'q: RI 29, I)t,flnd X 7 V' R2 Important Notes ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Termsale This Quote will,if Customer issues a purchase order for the quoted items that is accepted by Supplier,constitute a contract between the entity issuing this Quote("Supplier")and the entity to whom this Quote was issued("Customer"). Unless otherwise stated herein,pricing is valid for thirty days from the date of this Quote.All product,pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors.Taxes and/or freight charges listed on this Quote are only estimates.The final amounts shall be stated on the relevant invoice.Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Il ax or Al ZSalles ll axyc ei c.coirn,as applicable. Governing Terms:This Quote is subject to: (a)a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or,to the extent there is no such agreement,to the applicable set of Dell's Terms of Sale(available at www.dell.coim/teirims or wwowo.da:llll.(.;oi n/oE%i n E%iri s),or for cloud/as-a- Service offerings,the applicable cloud terms of service(identified on the Offer Specific Terms referenced below);and(b)the terms referenced herein(collectively,the"Governing Terms"). different Governing Terms may apply to different products and services on this Quote.The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions:Customer's use of any Supplier software is subject to the license terms accompanying the software,or in the absence of accompanying terms,the applicable terms posted on www.It'Iellll.(.:om/e%ulla. descriptions and terms for Supplier-branded standard services are stated at www.da:IIII.(.;oi n/sE%irvll(.E%(.;oi w ira(.;s/(tllol ball or for certain infrastructure products at www.dellllei c.coi /en us/cusfoimeir seirwcuca:s/Ifwiroducf..,wairiranfy..,and.seirw ice da scirilpflions.lMim. Offer-Specific,Third Party and Program Specific Terms: Customer's use of third-party software is subject to the license terms that accompany the software.Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.da:IIII.(.:oi n/offE%iriii wftsl Ze(.Il l(.;E%iri s("Offer Specific Terms"). In case of Resale only:Should Customer procure any products or services for resale,whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms,services terms,and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement("Financing Agreement")for the products and/or services on this Quote with dell Financial Services LLC or other funding source pre-approved by Supplier("FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS,Supplier will fulfill and invoice FS upon confirmation that: (a)FS intends to enter into a Financing Agreement with Customer for this order;and(b)FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement,Customer's use(and Customer's resale of and the end-user's use)of these items in the order is subject to the applicable governing agreement between Customer and Supplier,except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items,or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier,Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve:(a)use of U.S.Government funds;(b)use by or resale to the U.S. Government; or(c)maintenance and support of the product(s)listed in this document within classified spaces.Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California,a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. ADELL BUSINESS CREDIT(DBC):Offered to business customers by WebBank,who determines qualifications for and terms of credit. Taxes,shipping and other charges are extra and vary.The Total Minimum Payment due is the greater of either$20 or 3%of the New Balance shown on the statement rounded up to the next dollar,plus all past due amounts. dell and the dell logo are trademarks of dell Inc. Ira t ir; r , fr ;,dH ,,� . , rt r . i / � l,;C,� � r REGIONAL ASSET TRANSFER ADDENDUM LOCAL ADMINISTRATIVE AGREEMENT BETWEEN THE CONSTITUENT AGENCIES OF THE TEXAS ANTI-GANG CENTER—NORTH TEXAS The agencies designated as Constituent Organizations to the Local Administrative Agreement Between the Constituent Agencies of the Texas Anti-Gang Center—North Texas are: City of Arlington by and through its Police Department U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms, and Explosives, Dallas Field Division Dallas County District Attorney's Office City of Dallas by and through its Police Department U.S. Department of Justice, Drug Enforcement Administration, Dallas Division U.S. Department of Justice, Federal Bureau of Investigation, Dallas Division City of Fort Worth by and through its Police Department U.S. Department of Homeland Security, U.S. Immigration and Customs Enforcement, Homeland Security Investigations, Dallas Field Office City of Irving by and through its Police Department City of North Richland Hills by and through Police Department Tarrant County Criminal District Attorney's Office Texas Department of Public Safety, Region 1 Texas Alcoholic Beverage Commission Tarrant County Sheriff's Office City of Denton by and through its Police Department City of Plano by and through its Police Department For convenience, the Constituent Organizations may be referred to collectively as "parties" and individually as a"party," and the Texas Anti-Gang Center—North Texas as "TAG Center." RECITALS: WHEREAS, the parties hereto in 2016 entered into a Local Administrative Agreement Between the Constituent Agencies of the Texas Anti-Gang Center—North Texas ("LAA"); and WHEREAS,ultimate governance of the TAG Center is vested in an Executive Board("Board")comprised of the principal of each of the parties, each having an equal vote on all matters coming before the Board; and WHEREAS, the LAA expires on September 30, 2023 ("Term"); and North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 1 of 6 WHEREAS, the Board has authority to take any action with respect to the TAG Center that is not inconsistent with the LAA and applicable law; and WHEREAS, this Regional Asset Transfer Addendum ("Addendum") is intended to amend and supplement the LAA by approving the use of Texas Anti-Gang Center Grant No. 2848908 Funds awarded by the Office of the Governor of Texas Public Safety Office, Criminal Justice Division and Homeland Security Grants Division (the "TAG Grant Funds") for the purpose of purchasing products, equipment or property (collectively the "Asset(s)) on behalf of Constituent Organizations; and WHEREAS, the City of North Richland Hills by and through its Police Department ("Recipient"), pursuant to the LLA, is the recipient of the TAG Grant Funds, acts as fiduciary for all parties in making purchases using TAG Grant Funds on behalf of the Constituent Organizations; and WHEREAS, for purposes of this Addendum, the Constituent Organization benefitting from the expenditure of TAG Grant Funds per this Addendum will be referred to as the "Receiving Jurisdiction/Agency;" and WHEREAS,this Addendum sets forth the terms, conditions and understanding between the Recipient and the Receiving Jurisdiction/Agency with respect to receiving and transferring ownership and responsibility of Asset(s)purchased with State and/or Federal Grant Funds as defined in the LAA; NOW THEREFORE,the Receiving Jurisdiction/Agency listed below hereby agrees and accepts the terms set forth below herein in this Addendum: 1. By majority vote of the Board at a duly called Board meeting held on the Receiving Jurisdiction/Agency listed below is authorized to request that the Recipient utilize TAG Grant Funds to purchase Asset(s) on behalf of the Receiving Jurisdiction/Agency for the purpose of carrying out the mission of the TAG Center: Name of Receiving Jurisdiction/Agency: Jurisdiction/Agency Principal Address: Brief description of the Asset(s): Amount of Expenditure: Authorized Jurisdiction/Agency Contact: Jurisdiction/Agency Contact Email Address: Jurisdiction/Agency Contact Phone Number: Grant Funding Period: September 1, 2022-August 31, 2023. Any Asset(s)purchased after this date shall not be eligible for transfer to Receiving Jurisdiction/Agency. North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 2 of 6 2. Following the purchase and receipt of the Asset(s) by Recipient, ownership of the Asset(s) shall be transferred to the Receiving Jurisdiction/Agency via execution of this Addendum. 3. By execution of this Addendum, the Recipient certifies that the Asset being transferred was acquired through the expenditure of Grant Funds, TAG Grant 42848908, awarded to the Recipient. 4. The Receiving Jurisdiction/Agency certifies that it has received a copy of the Grantee Conditions and Responsibilities Memo (Attachment A) has knowledge of, and is in compliance with the laws, rules and regulations of the Grant, including compliance with all state and federal grant eligibility requirements. The Receiving Jurisdiction/Agency further certifies that it has received a copy of the Recipient's Grant Award (Attachment B) and agrees to be bound by all the contract covenants and exhibits to the Recipient's award and any modifications or amendments to that award. 5. Recipient certifies that all Grant Award documents and amendments are included in Attachment C. 6. Recipient and Receiving Jurisdiction/Agency further certify that they have been duly authorized and empowered by their governing body to enter into this Addendum. Both parties acknowledge that all rights, title, interest, ownership, and responsibility for the Asset(s) shall vest in the Receiving Jurisdiction/Agency upon completion of transfer of the Asset(s) and execution of this Addendum. 7. The Asset(s)being transferred must include all of the following information as set forth in Attachment D: 1. Grant Year/Program 2. CFDA Number 3. eGrants Grant Number 4. Source 5. Description 6. Serial Number or Identification Number 7. Who Holds the Title to the Property 8. Acquisition Date 9. Cost 10. % of Federal Participation 11. Location 12. Use 13. Condition 14. Disposition Data 15. Special Property Provision (i.e., for purchase of a K-9 animal or other special North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 3 of 6 purchases): Complete this section if the Asset(s) is not considered equipment or products. Please include description of the property being transferred, and any special requirements for maintenance or care of the property. 8. Responsibilities of Recipient: The Recipient agrees to notify Receiving Jurisdiction/Agency of any known modifications to applicable award requirements within 15 business days of receipt. 9. Responsibilities of Receiving Jurisdiction/Agency: The Receiving Jurisdiction/Agency agrees to: • Take full possession, ownership and responsibility for the Asset upon completion of the transfer • Maintain compliance with the requirements of federal and state granting agencies • Maintain all aspects of the Asset including property records, physical inventory, control system, maintenance procedures, records retention, disposition, and comply with all grant requirements referring to the Equipment Inventory Requirements (Attachment C) • Maintain appropriate levels of property insurance as needed to protect the Asset • Make available to federal and state granting agencies or the Texas State Auditor's Office, or designees of these agencies, any equipment items and related records upon request • Ensure the Recipient is notified in writing when equipment is disposed of by the receiving entity in accordance with 2 CFR 200.313 (e) and the Uniform Grant Management System (UGMS), Subpart C, Section 32 (e) Disposition • Ensure the equipment is maintained in good working order • Ensure a physical inventory is conducted for the Asset(s)every 2 years • Ensure the Asset is used only as allowable under the Grant • Ensure any deployable equipment will be made available during an event requiring a regional, statewide, or national response • Ensure proper disposition of the Asset in accordance with applicable state and federal laws once it has reached its useful life and/or is declared surplus or deemed no longer in use. • Provide care for any special property purchases in accordance with requirements set forth in this Addendum 10. By execution of this Addendum, and acceptance of Assets purchased with TAG Grant Funds, the Receiving Jurisdiction/Agency agrees that purchase of Asset(s) using false or misleading information North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 4 of 6 provided by the Receiving Jurisdiction/Agency shall constitute misuse of the TAG Grant Funds and the Receiving Jurisdiction/Agency will be responsible for repayment of the TAG Grant Funds used to purchase the Asset(s) as required by and within the time frame designated by the Recipient, the Department of Justice and/or the Texas Governor's Office, respectively. 11. This Regional Asset Transfer Addendum shall become effective upon signature by an authorized official, or person with signatory authority,from each parry to this Addendum, and may be modified, or terminated upon mutual written consent of both authorized officials. 12. Except as herein amended, the terms and conditions of the LAA shall continue in full force and effect. 13. THIS ADDENDUM,AND ANY AND ALL ATTACHMENTS HERETO, SHALL CONSTITUTE THIS ENTIRE ADDENDUM, SHALL BE INCORPORATED INTO THE LOCAL ADMINISTRATIVE AGREEMENT BETWEEN THE CONSTIUENT AGENCIES OF THE TEXAS ANTI-GANG CENTER — NORTH TEXAS AGREEMENT, AND SHALL TAKE EFFECT UPON APPROVAL OF THE GOVERNING BODY OF EACH PARTY TO THIS ADDENDUM AND EXECUTION BY EACH AUTHORIZED REPRESENTATIVE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS ADDENDUM AND THE LAA, THIS ADDENDUM SHALL CONTROL. CERTIFIED AND AGREED BY: CITY OF NORTH RICHLAND HILLS: RECIPIENT 4301 City Point Drive North Richland Hills, Texas 76180 ATTEST: By: By: Mark Hindman, City Manager Alicia Richardson, City Secretary Chief Governance Officer Date: Date: APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Nazue of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 5 of 6 CERTIFIED AND AGREED BY: NAME OF RECEIVING JURISDICTION/AGENCY: Street Address, City, State, Zip By: Signature Printed Name and Title Date North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 6 of 6 RESOLUTION NO. 2022-015 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS AUTHORIZING THE APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S HOMELAND SECURITY DIVISION FY2023 NORTH TEXAS ANTI-GANG CENTER, GRANT #2848908 SERVING AS THE FIDUCIARY AND SPONSORING AGENCY WHEREAS, The City of North Richland Hills, Texas possesses legal authority to apply and make appointments for the conduct of business relative to the Governor's Office Homeland Security Division (HSD) FY2023 North Texas Anti-Gang Center, Grant #2848908; and WHEREAS, The law enforcement agencies in the North Texas region desire to continue the North Texas Anti-Gang Center in its mission to combat gang violence in the Metroplex and surrounding areas through the coordination of gang prevention, intervention, and suppression activities; and WHEREAS, The City of North Richland Hills, as grantee, will coordinate and manage the grant, to include payment and reimbursement of expenditures necessary to continue the multi-agency North Texas Anti-Gang Center in operational status, and will receive reimbursement for administrative costs for time and resources dedicated to the grant and a maximum $10% of eligible modified total direct costs in the FY23 grant application; and, WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills that we request the funds available under this Program and to serve as a fiduciary and sponsoring agency for the grant; and, NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: SECTION 1. The City Council of the City of North Richland Hills 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 City Council of the City of North Richland Hills hereby authorizes and approves the submission of the application and acceptance if awarded for the Texas Governor's HSD FY2023 North Texas Anti-Gang Center Program Grant #2848908. SECTION 3. The City Council of the City of North Richland Hills designates Public Safety Director Jimmy Perdue as the grantee's authorized official, with the Resolution No. 2022-015 Page 1 of 2 power to apply for, accept, reject, alter or terminate the funding request on behalf of the applicant agency. SECTION 4. The City Council of North Richland Hills agrees that the loss or misuse of HSD funds or failure to comply with all HSD award requirements may result in suspension or termination of award funds, the repayment of award funds, and/or other remedies available by law. SECTION 5. That 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. PASSED AND APPROVED on this 7t" day of March, 2022. 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: Jimmy Perdue, Public Safety Director Resolution No. 2022-015 Page 2 of 2 Office of the Governor Public Office Criminal Justice Division & Homeland Security Grants Division Grantee Standard Conditions and Responsibilities September 2021 Grantee Standard Conditions and Responsibilities Office of the Governor Abut This Document In this document, grantees (also referred to as subrecipients) will find state and federal requirements and conditions applicable to grant funds administered by the Office of the Governor (OOG). These requirements and conditions are incorporated into the Grant Agreement accepted by a grant's Authorized Official. These requirements are in addition to those that can be found on the eGrants system—including the Grant Application and Grant Award—or in documents identified there,to which grantees agreed when applying for and accepting the grant. Other state and federal requirements and conditions may apply to your grant, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code; Title 34, Part 1,Chapter 20,Subchapter E, Division 4 of the Texas Administrative Code;the Texas Grant Management Standards (TxGMS) published by the Comptroller of Public Accounts; the state Funding Announcement or Solicitation under which the grant application was made; for federal funding, the Funding Announcement or Solicitation under which OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice(DOJ),the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the grantee. It is important for grantees to review all of these policies to successfully manage their grant, maintain eligibility for funding, and avoid violating the terms of the Grant Agreement, any of which could result in the revocation of funding or other actions. For clarification or further information, please see the Guide to Grants and other support materials at or contact the grant manager assigned to the relevant grant. If no grant manager has been assigned,please contact the eGrants help desk via email at:eGrantsPgov.texas.gov, or via telephone at: (512)463-1919 or dial 7-1-1 for relay services. 1"1 e 1 Grantee Standard Conditions and Responsibilities Office of the Governor `1�"&Ie of Contents AboutThis Document......................................................................................................................................................1 1 Grant Agreement Requirements and Conditions.................................................................................................5 1.1 Applicability of Grant Agreement and Provisions....................................................................................5 1.2 Legal Authority to Apply................................................................................................................................5 1.3 Amendments and Changes to the Grant Agreement................................................................................5 1.4 General Responsibility....................................................................................................................................6 1.5 Terms and Conditions......................................................................................................................................6 1.6 Special Conditions............................................................................................................................................6 1.7 Public Information.............................................................................................................................................6 1.8 Remedies for Non-Compliance......................................................................................................................7 1.9 False Statements by Grantee........................................................................................................................8 1.10 Conflict of Interest Safeguards......................................................................................................................8 1.11 Fraud,Waste, and Abuse..............................................................................................................................9 1.12 Dispute Resolution.......................................................................................................................................... 10 1.13 Funds Limited by Agreement and Subject to Availability..................................................................... 1 1 MATermination of the Agreement.................................................................................................................... 11 1.15 Communication with Grantee...................................................................................................................... 12 1.16 Limitation of Liability.................................................................................................................................... 12 1.17 Liability for Taxes......................................................................................................................................... 12 1.18 Force Majeure................................................................................................................................................ 13 1.19 Debt to State.................................................................................................................................................. 13 1.20 Grantee an Independent Contractor......................................................................................................... 13 1.21 No Assignment of Rights or Obligations................................................................................................... 13 1.22 Funds Are for Sole Benefit of Grantee..................................................................................................... 14 1.23 Permission for Use of OOG Name and Labeling................................................................................... 14 1.24 Acknowledgement of Funding and Disclaimer......................................................................................... 14 1.25 Royalty-Free License..................................................................................................................................... 14 1.26 Project Period................................................................................................................................................. 15 1.27 Project Commencement................................................................................................................................ 15 1.28 Project Close Out........................................................................................................................................... 15 1.29 Federal Program Laws, Rules, and Guidelines........................................................................................ 15 1.30 Applicability of Part 200 Uniform Requirements for Federally Funded Awards............................ 16 1.31 Required State Assurances.......................................................................................................................... 16 2 Organizational Eligibility...................................................................................................................................... 16 Grantee Standard Conditions and Responsibilities Office of the Governor 2.1 Good Standing for Eligible Grantees....................................................................................................... 16 2.2 System for Award Management (SAM) Requirements.......................................................................... 17 2.3 Criminal History Reporting.......................................................................................................................... 18 2.4 Uniform Crime Reporting............................................................................................................................. 18 2.5 Immigration Related Matters...................................................................................................................... 18 2.6 E-Verify........................................................................................................................................................... 19 2.7 Deceptive Trade Practices Violations........................................................................................................ 19 2.8 Hurricane Contract Violations..................................................................................................................... 19 2.9 Terminated Contracts.................................................................................................................................... 19 2.10 Special Requirements for Units of Local Government............................................................................20 2.11 Special Requirements for Non-Profit Grantees.......................................................................................20 2.12 Special Requirements for Facilities or Entities that Collect Sexual Assault/Sex Offense Evidence or Investigates/Prosecutes Sexual Assault or other Sex Offenses....................................................................21 2.13 Firearm Suppressor Regulation..................................................................................................................21 2.14 Enforcement of Public Camping Bans........................................................................................................21 2.15 Prohibition on Agreements with Certain Foreign-Owned Companies in Connection with Critical Iof rastructu re................................................................................................................................................................ 21 3 Civil Rights................................................................................................................................................................ 21 3.1 Compliance with Civil Rights and Nondiscrimination Requirements.....................................................21 3.2 Limited English Proficiency...........................................................................................................................23 3.3 Equal Employment Opportunity Plan........................................................................................................23 4 Personnel.................................................................................................................................................................. 23 4.1 Overtime.........................................................................................................................................................23 4.2 Notification of Grant-Contingent Employees...........................................................................................24 5 Travel........................................................................................................................................................................ 24 5.1 Travel Policies................................................................................................................................................24 6 Contracts and Procurement...................................................................................................................................24 6.1 Procurement Practices and Policies............................................................................................................24 6.2 Subcontracting...............................................................................................................................................24 6.3 Buy Texas........................................................................................................................................................25 6.4 Contract Provisions Under Federal Awards.............................................................................................25 7 Equipment Requirements.......................................................................................................................................25 7.1 Property Management and Inventory.......................................................................................................25 7.2 Maintenance and Repair.............................................................................................................................26 7.3 Automated License Plate Readers.............................................................................................................26 8 Information Technology.........................................................................................................................................26 8.1 Accessibility Requirements...........................................................................................................................26 Grantee Standard Conditions and Responsibilities Office of the Governor 8.2 Criminal Intelligence System Operating Procedures..............................................................................27 8.3 Blocking Pornographic Material.................................................................................................................27 8.4 Cybersecurity Training.................................................................................................................................27 9 Indirect Costs...........................................................................................................................................................27 9.1 Approved Indirect Cost Rate......................................................................................................................27 9.2 De Minimis Rate.............................................................................................................................................28 10 Audit and Records Requirements....................................................................................................................28 10.1 Grantee Subject to Audits...........................................................................................................................28 10.2 Single Audit Requirements...........................................................................................................................28 10.3 Cooperation with Monitoring,Audits,and Records Requirements.......................................................28 10.4 Requirement to Address Audit Findings....................................................................................................30 10.5 Records Retention..........................................................................................................................................31 11 Prohibited and Regulated Activities and Expenditures..............................................................................32 11.1 Inherently Religious Activities......................................................................................................................32 11.2 Political Activities...........................................................................................................................................32 11.3 Generally Prohibited Expenditures...........................................................................................................33 11.4 Acorn................................................................................................................................................................ 34 11.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment..........34 12 Financial Requirements......................................................................................................................................34 12.1 Financial Status Reports...............................................................................................................................34 12.2 Approval of Financial Status Report.........................................................................................................34 12.3 Reimbursements..............................................................................................................................................35 12.4 Generally Accepted Accounting Principles..............................................................................................35 12.5 Program Income.............................................................................................................................................35 12.6 Refunds and Deductions...............................................................................................................................35 12.7 Liquidation Period.........................................................................................................................................36 12.8 Duplication of Funding..................................................................................................................................36 12.9 Supplanting.................................................................................................................................................... 36 13 Required Reports...............................................................................................................................................36 13.1 Measuring, Reporting,and Evaluating Performance.............................................................................36 13.2 Report Formats,Submissions, and Timelines.............................................................................................36 13.3 Failure to File Required Reports.................................................................................................................37 Grantee Standard Conditions and Responsibilities Office of the Governor 1. Grant Agreement Requirements andn iti ns 1.1 Applicability of Grant Agreement and Provisions The Grant Agreement is intended to be the full and complete expression of and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior and contemporaneous understandings,agreements,promises, representations,terms and conditions,both oral and written,are superseded and replaced by this Grant Agreement. If any term or provision of this Grant Agreement is found to be invalid or unenforceable, such construction shall not affect the legality or validity of any of its other provisions. The invalid term or invalid provision shall be deemed severable and stricken from the Grant Agreement as if it had never been incorporated herein, but all other provisions shall continue in full force and effect. Notwithstanding any expiration or termination of this Grant Agreement, the rights and obligations pertaining to the grant close-out, maximum liability of OOG, cooperation and provision of additional information, return of grant funds, audit rights, records retention, public information, disclaimers and limitation of liability, indemnification, and any other provision implying survivability shall remain in effect after the expiration or termination of this Grant Agreement. 1.2 Legal Authority to Apply The grantee certifies that it possesses legal authority to apply for the grant. A resolution, motion or similar action has been or will be duly adopted or passed as an official act of the applicant's governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative, or their designee of the organization to act in connection with the application and to provide such additional information as may be required. State agencies are not required to adopt a resolution. .3 Amendments and Changes to the Grant Agreement OOG and the grantee may agree to make adjustments to the grant budget and detailed budget as documented in eGrants. Adjustments include, but are not limited to, modifying the scope of the grant project, adding funds to previously un-awarded cost items or categories, or changing funds in any awarded cost items or category or changing grant officials. OOG, at its sole discretion, and upon written notice by OOG to the grantee of any proposed adjustment,and after the grantee has had an opportunity to respond to the proposed adjustment, may adjust the grantee's Budget, Grant Narrative, Special Conditions, Period of Performance,and/or any other items as deemed appropriate by OOG,at any time, during the term of this Grant Agreement. The grantee has no right or entitlement to reimbursement with grant funds. OOG and grantee agree that any act, action or representation by either Party,their agents or employees that purports to waive or alter the terms of the Grant Agreement or increase the maximum liability of COG is void unless a written amendment to this Grant Agreement is first executed and documented in eGrants.The grantee agrees that nothing in this Grant Agreement will be interpreted to create an obligation or liability of OOG in excess of the "Maximum Liability of the OOG" as set forth in the Statement of Grant Award (SOGA). Any alterations, additions, or deletions to the terms of this Grant Agreement must be documented in eGrants to be binding upon the Parties. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 1.4 General Responsibility The grantee is responsible for the integrity of the fiscal and programmatic management of the grant project; accountability for all funds awarded; and compliance with OOG administrative rules, policies and procedures, and applicable federal and state laws and regulations. Grant funds may be used only for the purposes in the grantee's approved application. The recipient shall not undertake any work or activities that are not described in the grant application, and that use staff, equipment, or other goods or services paid for with grant funds, without prior written approval from OOG. The grantee will maintain an appropriate financial management and grant administration system to ensure that all terms, conditions and specifications of the grant are met. 1.5 Terms and Conditions The grantee will comply with the terms and conditions as set forth and required in the funding announcement under which the approved application was submitted, the application, and award in eGrants. Notwithstanding the imposition of corrective actions, financial hold, and/or sanctions, the grantee remains responsible for complying with these terms and conditions. Corrective action plans, financial hold and/or sanctions do not excuse or operate as a waiver of prior failure to comply with the grant agreement.The failure of COG to insist upon strict performance of any of the terms or conditions herein, irrespective of the length of time of such failure,shall not be a waiver of OOG's right to demand strict compliance in the future. No consent or waiver,express or implied,to or of any breach or default in the performance of any obligation under this grant agreement shall constitute a consent or waiver to or of any breach or default in the performance of the same or any other obligation of this grant agreement. To the extent the terms and conditions of this grant agreement do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be construed consistent with the general objectives, expectations and purposes of this grant agreement and in all cases, according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed this grant agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this grant agreement. Any vague, ambiguous or conflicting terms shall be interpreted and construed in such a manner as to accomplish the purpose of the grant agreement. 1.6 Special Conditions Special Conditions may be imposed by COG, at its sole discretion and at any time, without amending this Grant Agreement. Failure by OOG to provide notice does not absolve grantee of compliance with any special conditions. OOG may place grantee on immediate financial hold, without further notice, until all Special Conditions,if any, are met. col Public Information Notwithstanding any provisions of this Grant Agreement to the contrary, the grantee acknowledges that the State of Texas,OOG,and this Grant Agreement are subject to the Texas Public Information Act, Grantee Standard Conditions and Responsibilities Office of the Governor Texas Government Code Chapter 552(the"PIA").The grantee acknowledges that OOG will comply with the PIA,as interpreted by judicial opinions and opinions of the Attorney General of the State ofTexas. The grantee acknowledges that information created or exchanged in connection with this Grant Agreement, including all reimbursement documentation submitted to OOG, is subject to the PIA, whether created or produced by the grantee or anythird party,and the grantee agrees that information not otherwise excepted from disclosure under the PIA,will be available in a format that is accessible by the public at no additional charge to OOG or State of Texas. The grantee will cooperate with OOG in the production of documents or information responsive to a request for information. Information provided by or on behalf of the grantee under,pursuant to,or in connection with this Grant Agreement that the grantee considers proprietary, financial, trade secret, or otherwise confidential information (collectively"Confidential Information")shall be designated as such when it is provided to OOG or State of Texas or any other entity in accordance with this Grant Agreement. Merely making a blanket claim that the all documents are protected from disclosure because they may contain some proprietary or confidential information may not render the whole of the information confidential.Any information which is not clearly identified as proprietary or confidential is subject to release in accordance with the Act. OOG agrees to notify the grantee in writing within a reasonable time from receipt of a request for information covering the grantee's Confidential Information. OOG will make a determination whether to submit a Public Information Act request to the Attorney General. The grantee agrees to maintain the confidentiality of information received from OOG or State of Texas during the performance of this Grant Agreement, including information which discloses confidential personal information particularly, but not limited to, personally identifying information, personal financial information and social security numbers. The grantee must immediately notify and provide a copy to OOG of any Public Information Request or other third-party request for the disclosure of information it receives related to this Grant award. 1.8 Remedies,ior Non Compliance If OOG determines that the grantee materially fails to comply with any term of this grant agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of award,or any other applicable requirement, OOG, in its sole discretion and consistent with any applicable OOG Administrative Rules, may take actions including: 1. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement action by OOG; 2. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; 3. Disallowing claims for reimbursement; 4. Wholly or partially suspending or terminating thisgrant; 5. Requiring return or offset of previous reimbursements; 6. Prohibitingthe grantee from applyingfor or receiving additional funds for other grant programs administered by OOG until repayment to OOG is made and any other compliance or audit finding is satisfactorily resolved; 7. Reducing the grant award maximum liability of OOG; F1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 8. Terminating this Grant Agreement; 9. Imposing a corrective action plan; 10. Withholding further awards;or 11. Taking other remedies or appropriate actions. The grantee costs resulting from obligations incurred during a suspension or after termination of this grant are not allowable unless OOG expressly authorizes them in the notice of suspension or termination or subsequently. OOG, at its sole discretion, may impose sanctions without first requiring a corrective action plan. 1.9 False Statements by Grantee By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees,certifications or affirmations included in this grant agreement,then COG may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to COG under this grant agreement and applicable law. False statements or claims made in connection with OOG grants may result in fines, imprisonment,and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC§§3801-3812,which details the administrative remedies for false claims and statements made. 1.10 C6gffict 9f 1nterest Sgfegu ads The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain,whether forthemselves or others,particularly those with whom they have family,business,or other ties.The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee must disclose, in writing, within fifteen (15) calendar days of discovery, any existing, actual or potential conflicts of interest relative to its performance under this Grant Agreement. The grantee is and shall remain in compliance during the term of this Grant Agreement with Texas Government Code,Section 669.003, Contracting with Executive Head of State Agency; and Section 572, Employment of Former State Officer or Employee of State Agency. The grantee certifies that it is not ineligible to receive this Grant Agreement under Texas Government Code, section 2155.004, regarding the financial participation by a person who received compensation from OOG or another state agency to participate in preparing the specifications or request for proposals on which the bid or contract is based, and acknowledges that this Grant Agreement may be terminated and payment withheld if this certification is inaccurate. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor The grantee has not given or offered to give, nor does the grantee intend to give at any time hereafter, any economic opportunity,future employment,gift,loan,gratuity,special discount,trip,favor,or service to a public servant or employee of OOG,at any time during the award of this grant or in connection with this Grant Agreement, except as allowed under relevant state or federal law. The grantee nor its personnel or entities employed in rendering services under this grant agreement have, nor shall they knowingly acquire,any interest that would be adverse to or conflict in any manner with the performance of the grantee's obligations under this grant agreement. 1.11 Fraud, Waste, and Abuse A. The grantee understands that OOG does not tolerate any type of fraud, waste, or misuse of funds received from OOG. OOG's policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, OOG policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken.The grantee understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal and state grants, recoupment of monies provided under an award,and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from OOG that is made against the grantee,the grantee is required to immediately notify OOG of said allegation or finding and to continue to inform OOG of the status of any such on- going investigations. The grantee must also promptly refer to OOG any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or(2) committed a criminal or civil violation of laws pertaining to fraud,conflict of interest, bribery,gratuity,or similar misconduct involving award funds. Grantees must also immediately notify OOG in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify OOG in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to OOG. If a federal or state court or administrative agency renders a judgement or order finding discrimination by a grantee based on race,color, national origin,sex,age,or handicap, the grantee agrees to immediately forward a copy of the judgement or order to OOG. The grantee is expected to report any possible fraudulent or dishonest acts, waste, or abuse to OOG's Fraud Coordinator or Ethics Advisor at (512)463-1788 or in writing to: Ethics Advisor, Office of the Governor, P.O. Box 12428,Austin,Texas 78711. B. Restrictions and certifications regarding non-disclosure agreements and related matters. No grantee or subgrantee under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts,or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a state or federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award,the recipient: a. Represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict(or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above;and b. Certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to OOG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that federal agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants") or procurement contracts, or both: a. It represents that: i. It has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict(or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above;and ii. It has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation;and b. It certifies that, if it learns or is notified that any subgrantee, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to OOG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by OOG. These provisions apply to all grantees and subgrantees or subcontractors. 1.12 Dispute Resolution The Parties' representatives will meet as needed to implement the terms of this Grant Agreement and will make a good faith attempt to informally resolve any disputes. Notwithstanding any other provision of this Grant Agreement to the contrary, unless otherwise requested or approved in writing by OOG, the grantee shall continue performance and shall not be excused from performance during the period any breach of Grant Agreement claim or dispute is pending. The laws of the State of Texas govern this Grant Agreement and all disputes arising out of or relating to Grantee Standard Conditions and Responsibilities Office of the Governor this Grant Agreement,without regard to any otherwise applicable conflict of law rules or requirements. Venue for any grantee-initiated action, suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement shall be commenced exclusively in the Travis County District Court or the United States District Court,Western District of Texas-Austin Division.Venue for any OOG-initiated action,suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement may be commenced in a Texas state district court or a United States District Court selected by OOG in its sole discretion. The grantee hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts referenced above for the purpose of prosecuting and/or defending such litigation.The grantee hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that the grantee is not personally subject to the jurisdiction of the above-named courts; the suit, action or proceeding is brought in an inconvenient forum; and/or the venue is improper. 1.13 Funds Limited by Agreement and Subject to Availability The grantee agrees that nothing in this grant will be interpreted to create an obligation or liability of OOG in excess of the funds delineated in this grant.The grantee agrees that funding for this grant is subject to the actual receipt by COG of grant funds(state and/or federal) appropriated to COG for the grant program.The grantee agrees that the grant funds, if any, received from COG may be limited by the term of each state biennium and by specific appropriation authority to and the spending authority of OOG for the purpose of this grant.The grantee agrees that notwithstanding any other provision of this grant, if OOG is not appropriated the funds or if OOG does not receive the appropriated funds for this grant program, or if the funds appropriated to COG for this grant program are required to be reallocated to fund other federal or state programs or purposes, OOG is not liable to pay the grantee the maximum liability amount specified in the SOGA or any other remaining balance of unpaid funds. If OOG or the program fund becomes subject to legislative change, revocation of statutory authority, lack of appropriated funds, or unavailability of funds which would render performance under this grant agreement impossible,this grant agreement may be immediately terminated without recourse, liability,or penalty against OOG upon written notice to grantee. 1.14 Termination of the Agreement OOG may, at its sole discretion,terminate this Grant Agreement,without recourse, liability or penalty against OOG, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term,condition or provision of this Grant Agreement, OOG may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination,and if no effective date is specified,the effective date will be the date of the notification. OOG and grantee may mutually agree to terminate this Grant Agreement. OOG in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity,by law,or under this Grant Agreement.Following termination by OOG,grantee shall continue to be obligated to OOG for the return of grant funds in accordance with applicable provisions Grantee Standard Conditions and Responsibilities Office of the Governor of this Grant Agreement. In the event of termination under this Section,OOG's obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by OOG in its sole discretion to be reasonable and necessary to cost-effectively terminate the grant.Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement that is expressly stated to survive any such termination orexpiration. 1.15 Communication with Grantee Notice may be given to the grantee via eGrants,email, hand-delivery,delivery service,or United States Mail. Notices to the grantee will be sent to the name and address supplied by grantee in eGrants. 1.16 Limitation of Liability To the extent allowed by law, the grantee agrees to indemnify and hold harmless OOG, the State of Texas and its employees,agents,officers, representatives, contractors, and/or designees from any and all liability,actions,claims,demands or suits whatsoever, including any litigation costs,attorneys'fees, and expenses, relating to tax liability, unemployment insurance and/or workers' compensation in grantee's performance under this grant agreement. The grantee shall be liable to pay all costs of defense including attorneys' fees. The defense shall be coordinated by grantee with OOG and the Office of the Attorney General when OOG, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from OOG and the Office of the Attorney General. The grantee and OOG agree to furnish timely written notice to each other of any such claims. The grantee further agrees to indemnify and hold harmless,to the extent allowed by law,the OOG,the State of Texas and its employees, agents, officers, representatives, contractors, and/or designees from any and all liability, actions, claims, demands, or suits, whatsoever, including any litigation costs, attorneys' fees, and expenses, that arise from any acts or omissions of grantee or any of its officers, employees, agents, contractors, and assignees, relating to this grant agreement regardless of whether the act or omission is related to this grant agreement. The defense shall be coordinated by grantee, OOG and the Office of the Attorney General when OOG, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from OOG and the Office of the Attorney General. The grantee and OOG agree to furnish timely written notice to each other of any such claims. The grantee agrees that no provision of this Grant Agreement is in any way intended to constitute a waiver by OOG, its officers, employees, agents, or contractors or the State of Texas of any privileges, rights, defenses, remedies, or immunities from suit and liability that OOG or the State of Texas may have by operation of law. 1.17 Liability for Taxes The grantee agrees and acknowledges that grantee shall be entirely responsible for the liability and payment of grantee's and grantee's employees'taxes of whatever kind,arising out of the performances in this Grant Agreement.The grantee agrees to comply with all state and federal laws applicable to any 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor such persons, including laws regarding wages, taxes, insurance, and workers' compensation. OOG and/or the State of Texas shall not be liable to the grantee, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers' compensation or any benefit available to a state employee or employee of OOG. 1.18 Force Majeure Neither the grantee nor OOG shall be required to perform any obligation under this Grant Agreement or be liable or responsible for any loss or damage resulting from its failure to perform so long as performance is delayed by force majeure or acts of God, including but not limited to strikes, lockouts or labor shortages, embargo, riot, war, revolution, terrorism, rebellion, insurrection, flood, natural disaster, or interruption of utilities from external causes. Each Party must inform the other in writing, with proof of receipt,within three(3)business days of the existence of such force majeure,or otherwise waive this right as a defense. 1.19 Duet to State The grantee agrees, to the extent grantee owes any debt (child support or other obligation) or delinquent taxes to the State of Texas, any payments grantee is owed under this Grant Agreement may be applied by the Comptroller of Public Accounts toward any such debt or delinquent taxes until such debt or delinquent taxes are paid in full. 1.20 Grantee an Independent Contractor The grantee expressly agrees that it is an independent contractor and under no circumstances shall any owner, incorporator, officer, director, employee, or volunteer of grantee be considered an employee, agent, servant,joint venturer,joint enterpriser or partner of OOG or the State of Texas.The grantee is not a"governmental body"solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement.All persons furnished, used, retained, or hired by or on behalf of the grantee or any of the grantee's contractors shall be considered to be solely the employees or agents of the grantee or the grantee's contractors. The grantee or grantee's contractors shall be responsible for ensuring that any and all appropriate payments are made, such as unemployment, workers compensation, social security,any benefit available to a state employee as a state employee,and other payroll taxes for such persons, including any related assessments or contributions required by law. The grantee agrees to take such steps as may be necessary to ensure that each contractor of the grantee will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, joint enterpriser or partner of OOG or the State of Texas. The grantee is responsible for all types of claims whatsoever due to actions or performance under this Grant Agreement, including, but not limited to, the use of automobiles or other transportation, taken by its owners, incorporators, officers, directors,employees,volunteers or any third parties. 1.21 No Assignment of Rights or Obligations The grantee may not assign this Grant Agreement or any of its rights or obligations under this Grant Agreement to any third party or entity.Any attempted assignment without OOG's prior written consent is void and may result in the termination of this Grant Agreement. Grantee Standard Conditions and Responsibilities Office of the Governor 1.22 Funds Are for Sole Benefit of Grantee It is expressly agreed that any solicitation for or receipt of funds of any type by the grantee is for the sole benefit of the grantee and is not a solicitation for or receipt of funds on behalf of OOG or the Governor of the State of Texas. .23 Permission for Use of OOG Name and Labeling Other than the required statements listed in this document,grantee shall not use OOG's name or refer to OOG directly or indirectly in any media release, public service announcement,or public service disclosure relating to this Grant Agreement or any acquisition pursuant hereto, including in any promotional or marketing materials,without first obtaining written consent from OOG.This Section is not intended to and does not limit the grantee's ability to comply with its obligations and duties under the Texas Open Meetings Act and/or the Texas Public Information Act.This Section is not intended to and does not limit OOG's duties and obligations to report this Grant Agreement,any grant payments made under this Grant Agreement,any contract compliance or performance information or other state or federal reporting requirements applicable to OOG. .24 Acknowledgement of Funding and Disclaimer All publications, including websites, produced in full or in part with grant funds awarded by OOG must include an acknowledgement of the funding and a disclaimer of non-endorsement by the funding agency.In general,no publication may convey OOG's or any federal funding agency's(i.e. DOJ or FEMA) official recognition or endorsement of the recipient's project simply based on having received funding. For websites, the acknowledgement should be present somewhere on all major entry pages. Acknowledgement language for grants made through state fund sources is below and language for grants made through specific federal fund sources is included within the fund specific conditions memo. For any state grant program: "This [website/report/study/project/etc.] is funded [insert "in part", if applicable] through a grant from the Public Safety Office of the Texas Office of the Governor. Neither the Office of the Governor nor any of its components operate, control, are responsible for, or necessarily endorse, this website (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)." 1.2S Royalty-Free License Pursuant to 2 CFR 200.315(b),the grantee may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under this award. OOG (and the federal funding agency, if the work is funded with a federal grant) reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use,and authorize others to use (in whole or in part, including in connection with derivative works),for state (or Federal) purposes: A. Any work subject to copyright developed under an award or subaward;and B. Any rights of copyright to which a grantee or subgrantee or subcontractor purchases ownership with state(or Federal)support. The recipient acknowledges that COG (and the federal funding agency) have the right to: Grantee Standard Conditions and Responsibilities Office of the Governor A. Obtain, reproduce, publish, or otherwise use the data first produced under an award or subaward; and B. Authorize others to receive, reproduce, publish or otherwise use such data for state(or federal) purposes. "Data" includes data as defined in Federal Acquisition Regulation (FAR) provision 52.227-14(Rights in Data-general). It is the responsibility of the grantee (and of each subgrantee or subcontractor if applicable)to ensure that this condition is included in any subaward under this award.The grantee has the responsibility to obtain from subgrantees, contractors,and subcontractors(if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subgrantee contractor, or subcontractor refuses to accept terms affording the Government such rights,the grantee shall promptly bring such refusal to the attention of the OOG program manager for the award and not proceed with the agreement in question without further authorization from OOG. 1.26 Project Period The performance period for this Grant is listed on the Statement of Grant Award. All goods must be obligated and all services must be received within the performance period. OOG will not be obligated to reimburse expenses incurred after the performance period. 127 Project Commencement The grantee must take reasonable steps to commence project activities upon receiving notice of a grant award. If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later, the grantee must submit a statement to OOG explaining the implementation delay. Upon receipt of the 90-day letter,OOG may cancel the project and redistribute the funds to other project areas. OOG may also, where extenuating circumstances warrant, extend the implementation date of the project past the 90-day period. 1.28 Project Close Out OOG will close-out the grant award when it determines that all applicable administrative actions and all required work of the Grant have been completed by the grantee. The grantee must submit all financial, performance, and other reports as required by the terms and conditions of the grant award. Submission of the final Financial Status Report will initiate grant close out with OOG. The grantee must promptly refund any balances of unobligated cash that OOG paid in advance or paid and that are not authorized to be retained by the grantee for use in other projects. 1.29 Federal Program Laws, Rules, and Guidelines The grantee must comply with applicable provisions of federal and state law and regulations,terms and conditions applicable to the federal awards providing funding for the grant award, and any applicable program guidelines,which may include: A. The Omnibus Crime Control and Safe Streets Act of 1968(as amended -42 U.S.0 3711 etseq.); I"1 c% g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor B. Victims of Crime Act(VOCA) program guidelines, including the VOCA Final Rule effective August 8, 2016 and included in 28 CFR 94; C. Violence Against Women Act (VAWA) relevant statutory and regulatory requirements, including the Violence Against Women Act of 1994(P.L., 103-322),the Violence Against Women Act of 2000 (P.L. 106-386), the Violence Against Women and Department of Justice Reauthorization Act of 2005 (P.L. 109-162), the Violence Against Women Reauthorization Act of 2013 (P.L. 113- 4), the Office on Violence Against Women's (OVW) implementing regulations at 28 CFR Part 90, OVW's general terms and conditions available at II°��...i�.i�.°;��;,,@`,@`��������."�i���.��,i�.li��°,;.�s�„;�� :� ��:���a�,@`Q;��u°°fi°uu°���...1f�.;s,��s��, (these do not supersede any specific conditions in the grant agreement), and the financial and administrative requirements set forth in the current edition of the Office on Violence Against Women (OVW) Financial Grants Management Guide; D. The provisions of the current edition of the Department of Justice Grants Financial Guide; E. If the grantee uses grant funds to undertake research involving human subjects,the grantee may be subject to Department of Justice(DOJ)Office of Justice(OJP)policies and requirements adopted by OOG related to human subjects found in 28 CFR Part 46; F. Section 2002 of the Homeland Security Act of 2002, as amended (P.L. 107-296) (6 U.S.C. § 603); G. If grantee receives a grant award in excess of$150,000, it will comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. §7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Any subgrants or contracts made by the grantee in excess of$150,000 must contain this provision. H. All other applicable Federal laws,orders, circulars, or regulations. 1.30 Applicability of Part 200 Uniform Requirements for Federally Funded Awards The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 CFR Part 200 apply to any grants funded through an award from a Federal agency. 1.31 Required State Assurances The grantee must comply with the applicable State Assurances included within TxGMS,which are incorporated here by reference in the award terms and conditions. Organizational IIE.11 i ilit 2.1 Good Standing for FNigible Grantees A. The grantee is in good standing under the laws of the State in which it was formed or organized, and has provided OOG with any requested or required documentation to support this certification. B. The grantee agrees to remain in good standing with any state or federal governmental bodies related to the grantee's right to conduct its business in Texas,including but not limited to the Texas Secretary of State and the Texas Comptroller of Public Accounts, as applicable. Grantee Standard Conditions and Responsibilities Office of the Governor C. The grantee owes no delinquent taxes to any taxing unit of this State as of the effective date of this Grant Agreement. D. The grantee is non-delinquent in its repayment of any Federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129 for additional information and guidance. E. The grantee has or will obtain all licenses, certifications, permits, and authorizations necessary to perform its obligations under this Grant Agreement,without costs toOOG. F. The grantee is currently in good standing with all licensing, permitting or regulatory bodies that regulate any or all aspects of grantee's business or operations. G. The grantee agrees to comply with all applicable licenses, legal certifications, inspections, and any other applicable local ordinance or state or federal laws. H. The grantee shall comply with any applicable federal, state, county, local and municipal laws, ordinances, resolutions, codes, decisions, orders, rules, and regulations, in connection with its obligations under this Grant Agreement. I. The grantee does not have any existing claims against or unresolved audit exceptions with the State of Texas or any agency of the State of Texas. 2.2 System for Award Management(SAM)Requirements A. The grantee agrees to comply with applicable requirements regarding registration with the System for Award Management (SAM) (or with a successor government-wide system officially designated by OMB and, if applicable, the federal funding agency). These requirements include maintaining current registrations and the currency of the information in SAM. The grantee will review and update information at least annually until submission of the final financial report required under the award or receipt of final payment,whichever is later,as required by 2 CFR Part 25. B. Applicable to this Grant Agreement is the President's Executive Order(EO) 13224, Executive Order on Terrorist Financing-Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001, and any subsequent changes made to it via cross-referencing respondents/vendors with the Federal General Services Y g (SAM), h, LII°I ..I' . a .: ,fi°eu..!I`:1!::P..::i;k.„ which is inclusive Administration's System for Award Management SAM I i1f,;'I, of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially Designated National (SDN) list. C. The grantee will comply with Executive Orders 12549 and 12689 that requires "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 1986 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. The grantee certifies it will verify each vendor's status to ensure the vendor is not debarred, suspended, otherwise excluded or declared ineligible by checking the SAM before doing/renewing business with that vendor. D. The grantee certifies that it and its principals are eligible to participate in this Grant Agreement and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal,state or local governmental entity and the grantee is in compliance with the State of Texas Grantee Standard Conditions and Responsibilities Office of the Governor statutes and rules relating to procurement and that the grantee is not listed on the federal government's terrorism watch list as described in Executive Order13224. 2.3 Criminal fllstory Deporting Counties or other governmental entities required to maintain and report criminal history records per the Texas Code of Criminal Procedure, Ch. 60, must maintain compliance with that statute and Governor's Executive Order GA-07, Order 8, in order to obtain or maintain eligibility for OOG grant funds. 2.4 Uniform Crime Reporting Local units of governments operating a law enforcement agency must be current on reporting complete UCR data and the Texas specific reporting mandated by 411.042 TGC,to the Texas Department of Public Safety(DPS)for inclusion in the annual Crime in Texas(CIT) publication.To maintain eligibility for funding,grantees must have submitted a full twelve months of accurate data to DPS for the most recent calendar year by the deadline(s) established by DPS. Due to the importance of timely reporting, grantees are required to submit complete and accurate UCR data, as well as the Texas-mandated reporting,on a no less than monthly basis and respond promptly to requests from DPS related to the data submitted. 2.5 Immigration Related Matters Local units of government, including cities, counties and other general purpose political subdivisions,as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all aspects of the programs and procedures utilized by the U.S. Department of Homeland Security ("DHS")to: (1) notify DHS of all information requested by DHS related to illegal aliens in Agency's custody; and (2) detain such illegal aliens in accordance with requests by DHS.Additionally, counties and municipalities may NOT have in effect, purport to have in effect, or make themselves subject to or bound by, any law, rule, policy, or practice (written or unwritten)that would: (1) require or authorize the public disclosure of federal law enforcement information in order to conceal, harbor, or shield from detection fugitives from justice or aliens illegally in the United States; or(2) impede federal officers from exercising authority under 8 U.S.C. § 1226(a), § 1226(c),§ 1231(a), § 1357(a), § 1366(1), or§ 1366(3). Local units of government, including cities, counties and other general purpose political subdivisions,as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all provisions, policies, and penalties found in Chapter 752,Subchapter C of the Texas Government Code which prohibits local entity or campus police departments from: (1) adopting, enforcing,or endorsing a policy under which the entity or department prohibits or materially limits the enforcement of immigration laws; (2) as demonstrated by pattern or practice, prohibiting or materially limiting the enforcement of immigration laws; or(3) for an entity that is a law enforcement agency or for a department, as demonstrated by pattern or practice, intentionally violate Article 2.251, Code of Criminal Procedure. 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor 2.6 E.-Verify A. The grantee shall comply with the requirements of the Immigration Reform and Control Acts of 1986 and 1990 ("IRCA") 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 in the United States of America under this Grant Agreement, if any, and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996("IIRIRA") enacted on September 30,1996. B. The grantee certifies and ensures that it utilizes and will continue to utilize, for the term of this Grant Agreement, the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: 1. All persons employed to perform duties within Texas,during the term of the Grant;and 2. All persons employed or assigned by the grantee to perform work pursuant to the Grant Agreement,within the United States of America. If this certification is falsely made,the Grant Agreement may beterminated. C. If applicable, grantee will comply with Executive Order RP-80 regarding the U.S. Department of Homeland Security's E-Verify system. 2„7 Deceptive 'Fra e Practices Violations The grantee represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that the grantee has not been found to be liable for such practices in such proceedings. The grantee certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit,and that such officers have not been found to be liable for such practices in such proceedings. The grantee shall notify OOG in writing within five (5) calendar days if grantee or any of its officers are subject to allegations of Deceptive Trade Practices or are the subject of alleged violations of any unfair business practices in an administrative hearing or court suit,and that the grantee or officers have been found to be liable for such practices in such proceedings. Z8 h1urricane Contract Violations Texas law prohibits OOG from awarding a contract to any person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, Hurricane Harvey, or any other disaster, as defined by section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under section 2155.006 and 2261.053 of the Texas Government Code,the grantee certifies that the entity named in this Grant Agreement is not ineligible from entering into this Grant Agreement and acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate orfalse. 2.9 Terminated Contracts The grantee has not had a contract terminated or been denied the renewal of any contract for non- 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor compliance with policies or regulations of any state or federally funded program within the past five (5)years nor is it currently prohibited from contracting with a governmental agency.If the grantee does have such a terminated contract,the grantee shall identify the contract and provide an explanation for the termination. The grantee acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate or false. 2.10 Special Requirements for Units of Local Government Grant funds may not be expended by a unit of local government unless the following limitations and reporting requirements are satisfied: A. Texas General Appropriations Act, Art. IX, Parts 2, 3, and 5, except there is no requirement for increased salaries for local government employees; B. Texas Government Code Sections 556.004, 556.005, and 556.006, which prohibits using any money or vehicle to support the candidacy of any person for office, influencing positively or negatively the payment, loan, or gift to a person or political organization for a political purpose, and using grant funds to influence the passage or defeat of legislation including not assisting with the funding of a lobbyist, or using grant funds to pay dues to an organization with a registered lobbyist; C. Texas Government Code,Sections 2113.012 and 2113.101,which prohibits using grant funds to compensate any employee who uses alcoholic beverages on active duty and grantee may not use grant funds to purchase an alcoholic beverage and may not pay or reimburse any travel expense for an alcoholic beverage; 2.11 Special Requirements for Non Profit Grantees Each non-profit corporation receiving funds from OOG must obtain and have on file a blanket fidelity bond that indemnifies OOG against the loss or theft of the entire amount of grant funds, including matching funds.The fidelity bond should cover at least the OOG grant period. By accepting funds under this award,any non-profit grantee certifies and affirmatively asserts that it is a non-profit organization and that it keeps on file, and is available upon audit,either: A. A copy of the recipient's 501(c)(3) designation letter; B. A letter from the State of Texas stating that the recipient is a non-profit organization operating within Texas; or C. A copy of the grantee's Texas certificate of incorporation that substantiates its non-profitstatus. Grantees that are local non-profit affiliates of state or national non-profits should have available proof of(1), (2), or (3), and a statement by the state or national parent organization that the recipient is a local non-profit affiliate. Non-profit recipients of Victims of Crime Act(VOCA)funding that are not a 501(c)(3)organization finally certified by the Internal Revenue Service must make their financial statements available online. Church, mosque, and synagogue recipients of Nonprofit Security Grant Program funding are not required to apply for and receive a recognition of exemption under section 501(c)(3). Such organizations are automatically exempt if they meet the requirements of section 501(c)(3). 1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 2.12 Special Requirements for Facilities or Entities that Collect Sexual Assault/Sex Offense Evidence or Investigates/Prosecutes Sexual Assault or other Sex Offenses Texas Government Code,Section 420.034, requires any facility or entity that collects evidence for sexual assault or other sex offenses or investigates or prosecutes a sexual assault or other sex offense for which evidence has been collected,to participate in a statewide electronic tracking system developed and implemented by the Texas Department of Public Safety. Failure to comply with the requirements of Chapter 420,Subchapter B or Subchapter B-1,of the Texas Government Code may be used to determine ongoing eligibility for receiving OOG grant funds. 2.13 Firearm Suppressor Regulation Texas Government Code,Section 2.103, prohibits state agencies, municipalities,counties,special districts or authorities, as defined in Section 2.101 of the Texas Government Code,from receiving state grant funds if the entity adopts a rule, order, ordinance, or policy that enforces or allows the enforcement of a federal law that purports to regulate a firearm suppressor if the federal statute, order, rule or regulation imposes a prohibition, restriction,or other regulation that does not exist under the laws of the State of Texas. 2.14 Enforcement of Public Camping Bans Texas Government Code,Section 364.004, prohibits municipalities or counties, as defined in Section 364.001 of the Texas Government Code,from receiving state grant funds if a judicial determination is made that the local entity adopts or enforces a policy, as described in Section 364.002 of the Texas Government Code,that prohibits or discourages the entity from the enforcement of any public camping ban. 2.1.5 Prohibition on Agreements with Certain Foreign Owned Companies In Connection with Critical Infrastructure Texas Government Code, Chapter 113 and Section 2274.0102, prohibits an entity or company from entering into an agreement with a company or entity that is headquartered in,owned by,or the majority of stock is held or controlled by China, Iran, North Korea, Russia or a country designated by the governor as a threat to critical infrastructure, as defined in Section 113.001 or Section 2274.0101 of the Texas Government Code, if the agreement is related to and grants access to or control of critical infrastructure in the State of Texas. Civil Rights 3.1 Compliance with Civil Bights and Nondiscrimination Requirements A. The grantee will comply with all State and Federal statutes relating to civil rights and nondiscrimination and ensure, in accordance with federal civil rights laws, that the grantee shall not retaliate against individuals for taking action or participating in action to secure rights protected by these laws. Grantee Standard Conditions and Responsibilities Office of the Governor B. The grantee will comply, and all its contractors and subgrantees will comply, with all federal statutes and rules relating to civil rights and nondiscrimination. These include but are not limited to: 1. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race,color or national origin; 2. Title IX of the Education Amendments of 1972,as amended(20 USC§§1681-1683,and 1685- 1686),which prohibits discrimination on the basis of sex; 3. Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794), which prohibits discrimination on the basis of handicaps and the Americans With Disabilities Act of 1990(42 USC§ 12131-34); 4. The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; 7. Sections§§ 523 and 527 of the Public Health Service Act of 1912 (42 USC 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8. Title VIII of the Civil Rights Act of 1968 (42 USC § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9. Title I, II,and III of the Americans with Disabilities Act of 1990,which prohibits discrimination against individuals with disabilities; 10. Any other nondiscrimination provisions in the specific statute(s) or the state or federal solicitation or funding announcement under which application for grant funds is being made, including but not limited to: L Section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968(codified at 34 U.S.C. 10228(c); see also 34 U.S.C. 11182(b)), ii. Section 1407(e) of the Victims of Crime Act of 1984 (codified at 34 U.S.C. 20110(e)) iii. Section 40002(b)(13) of the Violence Against Women Act of 1994 (codified at 34 U.S.C. 12291(b)(13)) C. A nondiscrimination provision that deals with discrimination in employment on the basis of religion is read together with the pertinent provisions of the Religious Freedom Restoration Act of 1993. As a result, even if an otherwise-applicable nondiscrimination provision states that a recipient or subrecipient may not discriminate in employment based on religion,an OJP recipient or subrecipient that is a faith-based organization may consider religion in hiring, provided it satisfies particular requirements. Additional information on those requirements can be found at iA��ll°wll��u°°e D. Collectively,these federal laws prohibit a grantee from discriminating either in employment(subject to the exemption for certain faith-based organizations discussed in C. above) or in the delivery of Grantee Standard Conditions and Responsibilities Office of the Governor services or benefits on the basis of race, color, national origin,sex, religion,or disability. E. In the event any federal or state court or federal or state administrative agency makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin (including limited English proficiency), or sex against the grantee, or the grantee settles a case or matter alleging such discrimination,the grantee must forward a copy of the complaint and findings to OOG and, as applicable, the Office of Justice Programs Office for Civil Rights (OCR), or the DHS awarding office and the DHS Office of Civil Rights and Civil Liberties. F. All recipients of Department of Justice Grants must review the Information on Civil Rights for grantees posted on the eGrants website. More information on Civil Rights and Nondiscrimination requirements for grantees receiving funding originating from the Department of Justice can be found at �ll;.lhw�, g.l.p ggy �;;fl,°AoIIjI ggu �lre,ulf;lljl4 s Tt:u°it°'I. 3.2 Limited r:ngfish Proficiency The grantee will comply with Title VI of the Civil Rights Act of 1964, which prohibits grantees from discriminating on the basis of national origin in the delivery of services or benefits, entails taking reasonable steps to ensure that persons with limited English proficiency(LEP) have meaningful access to funded programs or activities.An LEP person is one whose first language is not English and who has a limited ability to read, write, speak, or understand English. Meaningful access may entail providing language assistance services, including oral interpretation and written translation,where necessary. In order to facilitate compliance with Title VI,grantees are encouraged to consider the need for language services for LEP persons served or encountered in developing program budgets. More information can be found at.1,.9„1,',, 3.3 equal employment Opportunity Plan All recipients of Department of Justice grants must submit the Equal Employment Opportunity Plan (EEOP) certification information to the Office of Civil Rights, Office of Justice Programs through their on-line 'I';�� p'aR,el .a�d.IC:4:i'...r..,o.,o..I,L For more information and guidance on how to complete and submit the federal EEOP certification information, please visit the US Department of Justice, Office of Justice Programs website at ;gig zlu:'mijt oolLeol °11P;gli. The grantee acknowledges that failure to submit an acceptable EEOP(if recipient is required to submit one),that is approved by the Office for Civil Rights,is a violation of the Grant Agreement and may result in suspension or termination of funding, until such time as the recipient is in compliance. Personnel 4.1 Overtime Overtime is allowable to the extent that it is included in the OOG-approved budget,the grantee agency has an overtime policy approved by its governing body, and both grant-funded and non-grant funded personnel are treated the same with regards to the application of overtime policy(ies). In addition, in no case is dual compensation allowable. That is, an employee of a grantee agency may not receive compensation for hours worked (including paid leave) from his/her agency AND from an award for a single period of time, even though such work may benefit both activities. Overtime payments issued Grantee Standard Conditions and Responsibilities Office of the Governor outside of these guidelines are the responsibility of the grantee agency. 4.2 Notification of Grant Contingent Employees Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by OOG. Travell 5.1 Travel Policies The grantee must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established written policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Contracts n t 6.1 Procurement Practices and Policies The grantee must follow applicable Federal and State law, Federal procurement standards specified in regulations governing Federal awards to non-Federal entities, their established policy, and best practices for procuring goods or services with grant funds. Contracts must be routinely monitored for delivery of services or goods. A. Procurement (contract) transactions should be competitively awarded unless circumstances preclude competition. B. When any contractual or equipment procurement is anticipated to be in excess of Simplified Acquisition Threshold, grantees must submit a Procurement Questionnaire p.p�i�� ��� i���fiu��.;. H ,usj .���to OOG for approval prior to procurement. Grantees illy . � 4uufi. IN i���� ii wrlfiut must ensure these contracts address administrative, contractual, or legal remedies in instance where contractors violate or breach contract terms and provide for such sanctions and penalties as appropriate. C. When contractual or equipment procurement is anticipated to be in excess of$10,000, grantees must address termination for cause and for convenience by the grantee including the manner by which it will be affected and the basis for settlement. 6.2 Subcontracting The grantee may not subcontract any of its rights or duties under this Grant Agreement without the prior written approval of OOG. It is within OOG's sole discretion to approve any subcontracting. In the event OOG approves subcontracting by the grantee, the grantee will ensure that its contracts with others shall require compliance with the provisions of this Grant Agreement to the extent compliance is needed to support the grantee's compliance with this Grant Agreement. The grantee, in subcontracting for any performances specified herein, expressly understands and agrees that it is not relieved of its responsibilities for ensuring that all performance is in compliance with this Grant Grantee Standard Conditions and Responsibilities Office of the Governor Agreement and that OOG shall not be liable in any manner to any grantee subcontractor. 6.3 Buy Texas If applicable with respect to any services purchased pursuant to this Grant Agreement,the grantee will buy Texas products and materials for use in providing the services authorized herein when such products and materials are available at a comparable price and within a comparable period of time when compared to non-Texas products and materials. 6.4 Contract Provisions Under Federal A wards All contracts made by a grantee under a federal award must contain the provisions outlined in 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Appendix II to Part 200 Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. '7 IE;: i I n' it ' s 7.1 Property Management and Inventory The grantee must ensure equipment purchased with grant funds is used for the purpose of the Grant and as approved by OOG.The grantee must develop and implement a control system to prevent loss, damage or theft of property and investigate and document any loss, damage or theft of property funded under this Grant. The grantee must account for any real and personal property acquired with grant funds or received from the Federal Government in accordance with 2 CFR 200.310 Insurance coverage through 200.316 Property trust relationship and 200.329 Reporting on real property. This documentation must be maintained by the grantee, according to the requirements listed herein, and provided to OOG upon request, if applicable. When original or replacement equipment acquired under this award bythe grantee is no longer needed for the original project or program or for other activities currently or previously supported by the federal awarding agency or OOG,the grantee must make proper disposition of the equipment pursuant to 2 CFR 200 or TxGMS, as applicable. The grantee shall not give any security interest, lien or otherwise encumber any item of equipment purchased with grant funds. The grantee will maintain specified equipment management and inventory procedures for equipment (including replacement equipment), whether acquired in whole or in part with grant funds, until disposition takes place, with a per-unit cost of $5,000 or greater, any firearms, any items on the Prohibited or Controlled Expenditures list, and the following equipment with costs between $500 and $4,999: sound systems and other audio equipment, still and video cameras, TVs, video players/recorders,desktop computers, laptop computers,data projectors,smartphones,tablets,other hand held devices, mobile/portable radios, and unmanned aerial vehicle (UAV) drones. (See Texas Government Code, Sec. 403.271(b) for further information. Users of these standards should contact Grantee Standard Conditions and Responsibilities Office of the Governor the Texas Comptroller of Public Accounts' property accounting staff or review the Comptroller's State Property Accounting Process User's Guide,Appendix A, available on the internet,for the most current listing.)The equipment and inventory procedures include: A. The grantee must keep an inventory report on file containing equipment purchased with any grant funds during the grant period.The inventory report must agree with the approved grant budget and the final Financial Status Report and shall be available to OOG at all times upon request. B. At least every two (2) years, grantee must take a physical inventory and reconcile the results with property records. C. The grantee must maintain property/inventory records which, at minimum, include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquisition date, the cost of the property, the percentage of Federal participation in the cost of the property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price ofthe property. D. The grantee shall permanently identify all such equipment by appropriate tags or labels affixed to the equipment. Upon termination of this Grant Agreement,title, use,and disposal of equipment by the grantee shall be in conformity with TxGMS; however, as between OOG and the grantee title for equipment will remain with the grantee, unless TxGMS requires otherwise. 7.2 Maintenance and Repair The grantee will maintain, repair, and protect all equipment purchased in whole or in part with grant funds so as to ensure the full availability and usefulness of such equipment. In the event the grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the equipment purchased under this Grant Agreement, the grantee shall use the proceeds to repair or replace said equipment. 7.3 Automated License Plate Readers Any grantee requesting funds for Automated License Plate Readers(ALPR) must have a written policy regarding use of the ALPR and related data retention. Subrecipients also must enter into a User Agreement with the Texas Department of Public Safety(DPS), Crime Records Division to gain access to the Texas Automated License Plate Reader(LPR) Database so that data may be shared among all participating local, state,and federal agencies. DPS Crime Records Division will provide written certification of your jurisdiction's participation upon request. Grantees must provide OOG with a copy of the certification received from DPS Crime Records Division. Information "Technology .1 Accessibility Requirements If applicable, the grantee will comply with the State of Texas Accessibility requirements for Electronic P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor and Information Resources specified in Title 1, Chapter 213 of the Texas Administrative Code when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. Likewise, if applicable, the grantee shall provide the Texas Department of Information Resources (DIR) with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" II°11f;i°°;w;, a� a� a� h,„ifi„u°,;°;°; s ,lilh,Iles,; : . A company not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard"or obtaining a copy of the VPAT is located at Ih�II II �, ��assssssssssss .2 Criminal Intelligence System Operating Procedures Any information technology system funded or supported by these funds must comply with 28 CFR Part 23, Criminal Intelligence Systems Operating Policies. Any grant-funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 CFR Part 23 at least once for each continuous two-year period that the person has responsibility for entering data into or retrieving data from an intelligence database. .3 Blocking Pornographic Material The recipient understands and agrees that-(a) No award funds may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography, and (b) Nothing in subsection (a) limits the use of funds necessary for any Federal,State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. .4 C°ybersecarlty Training Local units of governments must comply with the Cybersecurity Training requirements described in Section 772.012 and Section 2054.5191 of the Texas Government Code.Local governments determined to not be in compliance with the cybersecurity requirements required by Section 2054.5191 of the Texas Government Code are ineligible for OOG grant funds until the second anniversary of the date the local government is determined ineligible. Indirect .1 Approved Indirect Cost Rate If indirect costs are allowable under an award, the Indirect Cost Budget Category will be available on the Budget tab. Grantees choosing to apply indirect costs to the award (except for those choosing to use a de minimis rate as described in 2 CFR § 200.414(f)) must have an approved indirect cost rate agreement with their cognizant agency (see 2 CFR § 200 Appendix III-VII for assigned cognizant agencies). A copy of the approval letter from the cognizant agency must be uploaded to the grant application for the grantee to be eligible for the indirect cost rate for the associated award. P u,;;s g e Grantee Standard Conditions and Responsibilities Office of the Governor The indirect cost rate cited in the budget denotes the approved indirect rate at the time the grant was awarded.It is the grantee's responsibility to ensure the appropriate indirect rate is charged throughout the term of the grant award even if the approved indirect rate expires or changes during the grant period. Indirect costs are subject to monitoring and the grantee must be able to produce evidence of an approved indirect cost rate upon request. 9.2 De Minimis Rate In accordance with 2 CFR§200.414(f) and TxGMS, grantees of federal or state funds that do not have a current negotiated (including provisional) rate may elect to charge a de minimis rate of 10% of modified total direct costs,which may be used indefinitely.A grantee that elects to use the de minimis indirect cost rate, must advise OOG in writing, in the grant application, before any such funds are obligated of its election, and must comply with all associated requirements in 2 CFR § 200.414(f) and TxG MS. 1.0 Audi' Records Requirements 10.1 Grantee Subject to Audits The grantee understands and agrees that grantee is subject to relevant audit requirements present in state or federal law or regulation or by the terms of this award. For federally funded grants, audit requirements can be found in 2 CFR Part 200 or OMB Circular A-133. For state funded awards, audit requirements can be found in the TxGMS. 10.2 Single Audit Requirements Any grantee expending more than $750,000 in state or $750,000 in federal funds in a fiscal year is subject to Single Audit Requirements in 2 CFR, Part 200, Subpart F — Audit Requirements or the requirements in TxGMS. The audit must be completed and the data collection and reporting package described in 2 CFR 200.512 must be submitted to the Federal Audit Clearinghouse (FAC) within 30 calendar days after receipt of the auditor's report(s), or nine months after the end of the audit period,whichever is earlier. Grantees who are not required to have an audit for the grantee's fiscal year in which the state or federal awards were made or expended,shall so certify in writing to OOG.The grantee's chief executive officer or chief financial officer shall make the certification within 60 days of the end of the grantee's fiscal year. 10.3 Cooperation with Monitoring,Audits, and records Requirements A. In addition to and without limitation on the other audit provisions of this Grant Agreement, pursuant to Section 2262.154 of the Texas Government Code,the State Auditor's Office or successor agency, may conduct an audit or investigation of the grantee or any other entity or person receiving funds from the State directly under this Grant Agreement or indirectly through a subcontract under this Grant Agreement. The acceptance of funds by the grantee or any other entity or person directly under this Grant Agreement or indirectly through a subcontract under this Grant Agreement acts as Grantee Standard Conditions and Responsibilities Office of the Governor acceptance of the authority of the State Auditor's Office, under the direction of the Legislative Audit Committee,to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit Committee, the grantee or another entity that is the subject of an audit or investigation by the State Auditor's Office shall provide the State Auditor's Office with prompt access to any information the State Auditor's Office considers relevant to the investigation or audit. The grantee further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. The grantee shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the grantee and the requirement to cooperate is included in any subcontract it awards. The State Auditor's Office shall at any time have access to and the right to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of the grantee related to this Grant Agreement. This Grant Agreement may be amended unilaterally by OOG to comply with any rules and procedures of the State Auditor's Office in the implementation and enforcement Section 2262.154 of the Texas Government Code. B. The grantee agrees to comply with the grant monitoring guidelines, protocols, and procedures established by OOG and any federal funding agency, and to cooperate with OOG and any relevant federal agency generally,including on any compliance review or complaint investigation conducted by the Federal sponsoring agency or OOG and on all grant monitoring requests, including requests related to desk reviews and/or sitevisits. C. The grantee shall maintain adequate records that enable OOG and any relevant federal agency to complete monitoring tasks,including to verify all reporting measures,requests for reimbursements, and expenditure of match funds related to this Grant Agreement.The grantee shall maintain such records as are deemed necessary by OOG,the State Auditor's Office,other auditors of the State of Texas,the federal government or such other persons or entities designated or authorized by OOG to ensure proper accounting for all costs and performances related to this GrantAgreement. D. OOG may request documented proof of payment.Acceptable proof of payment includes, but is not necessarily limited to, a receipt or other documentation of a paid invoice, a general ledger detailing the specific revenue and expenditures, a monthly bank statement evidencing payment of the specific expenditure, bank reconciliation detail,copies of processed checks, or a printed copy of an electronic payment confirmation evidencing payment of the specific expenditure to which the reimbursement relates. E. The grantee authorizes OOG,the State Auditor's Office,the Comptroller General,and any relevant federal agency, and their representatives, the right to audit, examine, and copy all paper and electronic records, books, documents, accounting procedures, practices, and any other requested records, in any form; relevant to the grant, the operation and management of the grantee, and compliance with this grant agreement and applicable state or federal laws and regulations;and will make them readily available upon request. The grantee will similarly permit access to facilities, personnel, and other individuals and information as may be necessary. F. If requested,the grantee shall submit to OOG a copy of its most recent independent financial audit. If requested, the grantee shall submit to OOG any audited financial statements, related management letters and management responses of grantee, and financial audit documents or portions thereof that are directly related to the grantee's performance of its obligations under this Grant Agreement. G. OOG may make unannounced monitoring visits at any time but will, whenever practical as determined at the sole discretion of OOG, provide the grantee with up to five (5) business days P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor advance notice of any such examination or audit. Any audit of records shall be conducted at the grantee's principal place of business and/or the location(s) of the grantee's operations during the grantee's normal business hours. The grantee shall provide to OOG or its designees, on the grantee's premises (or if the audit is being performed of a subcontractor, the subcontractor's premises if necessary) private space, office furnishings (including lockable cabinets), telephone services and Internet connectivity, utilities, and office-related equipment and duplicating services as OOG or its designees may reasonably require to perform the audits described in this Grant Agreement. H. In addition to the information contained in the required reports,other information may be required as requested by OOG, including OOG asking for more information regarding project performance or funds expenditures. In the event OOG requires additional information regarding the information or data submitted,the grantee will promptly provide the additional information.The grantee also agrees to assist OOG in responding to questions and assisting in providing information responsive to any audit, legislative request, or other inquiry regarding the grant award. Upon the request of OOG, the grantee must submit to COG any additional documentation or explanation OOG may desire to support or document the requested payment or report submitted under this Grant Agreement. I. If after a written request by OOG or a relevant federal agency,the grantee fails to provide required reports,information,documentation,or other information within reasonable deadlines set by OOG or the relevant federal agency, as required by this Grant Agreement, or fails to fulfil any requirement in this section, then OOG may consider this act a possible default under this Grant Agreement, and the grantee may be subject to sanctions including but not limited to,withholdings and/or other restrictions on the recipient's access to grant funds; referral to relevant agencies for audit review; designation of the recipient as a high-risk grantee; or termination of awards. J. The grantee agrees to hold any subcontractors or subgrantees to the provisions of this section and to require and maintain the documentation necessary to complete monitoring tasks performed by any subcontractor or subgrantee. The grantee shall ensure that this section concerning the authority to audit funds received indirectly by subcontractors through grantee and the requirement to cooperate is included in any subcontract it awards related to this grant. The grantee will direct any other entity, person, or contractor receiving funds directly under this Grant Agreement or through a subcontract under this Grant Agreement to likewise permit access to, inspection of, and reproduction of all books, records, and other relevant information of the entity, person, or contractor that pertain to this Grant Agreement. 10.4 Requirement to Address Audit Findings If any audit, financial or programmatic monitoring, investigations, review of awards, or other compliance review reveals any discrepancies, inadequacies, or deficiencies which are necessary to correct in order to maintain compliance with this Grant Agreement, applicable laws, regulations, or the grantee's obligations hereunder, the grantee agrees to propose and submit to OOG a corrective action plan to correct such discrepancies or inadequacies within thirty (30) calendar days after the grantee's receipt of the findings.The grantee's corrective action plan is subject to the approval of OOG. OOG, at its sole discretion, may impose remedies as part of a corrective action plan, including, but not limited to: increasing monitoring visits; requiring that additional or more detailed financial and/or programmatic reports be submitted; requiring prior approval for expenditures; requiring additional technical or management assistance and/or making modifications in business practices; reducing the P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor grant award amount; and/or terminating this Grant Agreement. The foregoing are not exclusive remedies, and OOG may impose other requirements that OOG determines will be in the best interest of the State. The grantee understands and agrees that the grantee must make every effort to address and resolve all outstanding issues, findings, or actions identified by OOG (and/or, in the case of federally funded grant,a relevant federal agency)through the corrective action plan or any other corrective plan.Failure to promptly and adequately address these findings may result in grant funds being withheld, other related requirements being imposed,or other sanctions and penalties.The grantee agrees to complete any corrective action approved by OOG within the time period specified by OOG and to the satisfaction of OOG, at the sole cost of the grantee. The grantee shall provide to OOG periodic status reports regarding the grantee's resolution of any audit, corrective action plan, or other compliance activity for which the grantee is responsible. 10.5 Records Retention A. The grantee shall maintain appropriate audit trails to provide accountability for all expenditures of grant funds, reporting measures, and funds received from COG under this Grant Agreement. Audit trails maintained by the grantee will,at a minimum, identify the supporting documentation prepared by the grantee to permit an audit of its accounting systems and payment verification with respect to the expenditure of any funds awarded under this Grant Agreement.The grantee's automated systems, if any, must provide the means whereby authorized personnel have the ability to audit and to verify performance and to establish individual accountability for any action that can potentially cause access to,generation of,or modification of payment information. B. The grantee must maintain fiscal records and supporting documentation for all expenditures resulting from this Grant Agreement pursuant to 2 CFR 200.333,TxGMS, and state law. 1. The grantee must retain these records and any supporting documentation until the third anniversary of the later date of(1) the submission of the final expenditure report, or (2) the resolution of all issues that arose from any litigation, claim, negotiation, audit, or administrative review involving the grant. 2. Records related to real property and equipment acquired with grant funds shall be retained for three(3)years after final disposition. 3. For all training and exercises paid for by this Grant, grantee must complete, deliver to the appropriate source, and then retain copies of all after-action reports and certificates of training completion for the time period specified in this Section. 4. OOG or the Federal Funding Agency may direct a grantee to retain documents for longer periods of time or to transfer certain records to OOG or federal custody when OOG or the Federal Funding Agency determines that the records possess long term retention value. 5. The grantee must give the Federal Funding Agency, the Comptroller General of the United States,the Texas State Auditor's Office,OOG,or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files, other papers, things or property belonging to or in use by grantee pertaining to this Grant including records concerning the past use of grant funds. Such rights to access shall continue as long as the records are maintained. The grantee must include the substance of this Section in all subcontracts. Grantee Standard Conditions and Responsibilities Office of the Governor C. If the grantee collects personally identifiable information,it will have a publically-available privacy policy that describes what information it collects, how it uses the information,whether it shares the information with third parties, and how individuals may have their information corrected where appropriate. The grantee shall establish a method to secure the confidentiality of any records related to the grant program that are required to be kept confidential by applicable federal or state law or rules.This provision shall not be construed as limiting OOG's access to such records and other information under any provision of this Grant Agreement. 1.1. Prohibited and RegulatedActivities 11EExlpendltuires 11.1 Inherently Religious Activities A grantee may not use grant funding to engage in inherently religious activities,such as proselytizing, scripture study, or worship. Grantees may,of course, engage in inherently religious activities; however,these activities must be separate in time or location from the federally assisted program. Moreover,grantees must not compel program beneficiaries to participate in inherently religious activities. Grantees must also not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief in the delivery of services or benefits funded by the grant.These requirements apply to all grantees, not just faith-based organizations. 11.2 Political Activities Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: A. Unless specifically authorized to do so by federal law,grant recipients or their subgrantees or contractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying or advocating for legislative programs or changes; campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties; and voter registration or get-out-the-vote campaigns. Generally, organizations or entities which receive federal funds by way of grants,contracts,or cooperative agreements do not lose their rights as organizations to use their own, private, non-federal resources for"political" activities because of or as a consequence of receiving such federal funds.These recipient organizations must thus use private or other non-federal money, receipts, contributions, or dues for their political activities, and may not charge off to or be reimbursed from federal contracts or grants for the costs of such activities. B. Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. C. Grant-funded employees may not coerce, attempt to coerce, command, restrict, attempt to restrict, or prevent the payment, loan, or contribution of anything of value to a person or political organization for a political purpose. D. Grant funds will not be used, either directly or indirectly, in support of the enactment, repeal, modification,or adoption of any law, regulation or policy, at any level of government,without 1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor the express prior approval of OOG and applicable federal funding agencies. If any non-grant funds have been or will be used in support of the enactment, repeal, modification,or adoption of any law, regulation or policy, at any level of government, it will notify OOG to obtain the appropriate disclosure form. E. Grant funds may not be used to employ, as a regular full-time or part-time or contract employee, a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency, membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. F. Grant funds—whether expended by the grantee or by any subgrantee or subcontractor—will not be used for political polling.This prohibition regarding political polling does not apply to a poll conducted by an academic institution as a part of the institution's academic mission that is not conducted for the benefit of a particular candidate or party. G. As applicable, the grantee will comply with 31 USC § 1352, which provides that none of the funds provided under an award may be expended by the grantee to pay any person to influence,or attempt to influence an officer or employee of any agency,a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal. The grantee will include the language of this section in the award documents for all subawards at all tiers and will require all subrecipients to certify accordingly. 11.3 Generally Prohibited Expenditures The following items and activities are specifically prohibited from being funded under this Grant Agreement: A. Costs of advertising and public relations designed solely to promote the governmental unit; B. Costs of international travel'; C. Costs of entertainment, including amusement, diversion, and social activities and any costs directly associated with such costs (such as tickets to shows or sports events, meals, lodging, rentals,transportation,and gratuities); D. Fundraising; E. Lobbying; F. Alcoholic beverages; G. Costs to support any activity that has as its objective funding of sectarian worship, instruction, or prose lytization; and H. Promotional items and memorabilia, including models,gifts, and souvenirs. In certain circumstances international travel may be allowed under the Homeland Security Grant Program with prior written approval from the US Department of Homeland Security,Federal Emergency Management Agency (FEMA). Grantee Standard Conditions and Responsibilities Office of the Governor 11.4 Acorn The grantee understands and agrees that it cannot use any federal funds,either directly or indirectly, in support of any contract or subaward to either the Association of Community Organizations for Reform Now(ACORN) or its subsidiaries,without the express prior written approval of OOG. 11.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment The John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA), Pub. L. No. 115-232 (2018), prohibits the purchase of certain telecommunications and video surveillance services or equipment from specified entities. For more information on this prohibition please refer to , fC �k .. �a��a� ��u;,p, �u��e��� ���� ����aill,ll„ �I�I �illti�. Public Law No. 115-232 at tiill�,,.��� ���,� � 1.2 Financial Requirements 12.1 Financial 5tatu,s Reports Financial Status Reports must be submitted to OOG via eGrants. Unless otherwise specified by OOG, Reports may be submitted monthly but must be submitted at least quarterly. Reports are due after each calendar quarter regardless of when the grant was awarded. Due dates are: 1. April 22(January-March quarter) 2. July 22 (April-June quarter) 3. October 22 (July-September quarter) 4. January 22 (October-December quarter) A grant liquidation date will be established in eGrants. The final Financial Status Report must be submitted to OOG on or before the liquidation date or the grant funds may lapse and OOG will provide them as grants to others who need the funding. Payments will be generated based on expenditures reported in the reports. Upon OOG approval of the report, OOG will issue a payment through direct deposit or electronic transfer. 12.2 Approval of Financial5tatus Report Grant payments will be generated based on expenditures as reported in the Financial Status Reports in eGrants or, if authorized by OOG, through Advance Payment Requests. Upon OOG approval of a Financial Status Report or Advance Payment Request, a payment will issue through direct deposit or electronic transfer, though additional documentation may be required and this statement does not override other rules, laws or requirements. It is the policy of OOG to make prompt payment on the approval of a properly prepared and submitted Financial Status Report and any other required documentation. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 12.3 Reimbursements OOG will be obligated to reimburse the grantee for the expenditure of actual and allowable allocable costs incurred and paid by the grantee pursuant to this Grant Agreement. Each item of expenditure shall be specifically attributed to the eligible cost category as identified in the Grant Budget.The Grant Budget is established as provided in eGrants and is the approved budget for the planned expenditure of awarded grant funds,with expenditures identified by approved cost category. OOG is not obligated to pay unauthorized costs or to reimburse expenses that were incurred by the grantee prior to the commencement or after the termination of this Grant Agreement. By submission of a Financial Status Report,the grantee is warranting the following: (1) all invoices have been carefully reviewed to ensure that all invoiced services or goods have been performed or delivered; (2) that the services or goods have been performed or delivered in compliance with all terms of this Grant Agreement; (3) that the amount of each new Financial Status Report added together with all previous Financial Status Reports do not exceed the Maximum Liability of OOG;and(5)the charges and expenses shown on the Request for Reimbursement are reasonable and necessary. 12.4 Generally Accepted Accounting Principles The grantee shall adhere to Generally Accepted Accounting Principles (GAAP) promulgated by the American Institute of Certified Public Accountants, unless other recognized accounting principles are required by the grantee. The grantee shall follow OOG fiscal management policies and procedures in processing and submitting requests for reimbursement and maintaining financial records related to this Grant Agreement. 12.5 Program Income "Program income" means gross income received by the grantee or subgrantee directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. Unless otherwise required under the terms of this Grant Agreement,any program income shall be used by the grantee to further the program objectives of the project or activity funded by this grant,and the program income shall be spent on the same project or activity in which it was generated. Program income shall be used to offset the grant award. The grantee shall identify and report this income in accordance with OOG's reporting instructions. The grantee shall expend program income during the term of this Grant Agreement; program income not expended during the term of this Grant Agreement shall be refunded to OOG. 12.6 Refunds and Deductions If OOG determines that the grantee has been overpaid any grant funds under this Grant Agreement, including payments made inadvertently or payments made but later determined to not be actual and allowable allocable costs, the grantee shall return to OOG the amount identified by OOG as an overpayment.The grantee shall refund any overpayment to OOG within thirty(30) calendar days of the receipt of the notice of the overpayment from OOG unless an alternate payment plan is specified by OOG. Grantee Standard Conditions and Responsibilities Office of the Governor 12.7 Liquidation Period The liquidation date is ninety(90)calendar days after the grant end date, unless otherwise noted in the original grant award or a grant adjustment. Funds not obligated by the end of the grant period and not expended by the liquidation date will revert to COG. 12.8 Duplication of Funding If grantees receive any funding that is duplicative of funding received under this grant,they will notify OOG as soon as possible. OOG may issue an adjustment modifying the budget and project activities to eliminate the duplication. Further, the grantee agrees and understands that any duplicative funding that cannot be re-programmed to support non-duplicative activities within the program's statutory scope will be de-obligated from this award and returned to OOG. 12.9 Supplanting Awarded funds must be used to supplement existing funds for program activities and not replace (supplant) funds that have been appropriated, allocated or disbursed for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews. Violations may result in a range of penalties, including suspension of future funds, suspension or debarment from receiving federal or state grants, recoupment of monies provided under the grant,and civil or criminal penalties. For additional information on supplanting, refer to the Guide to Grants at 1.3 Require is 13.1 Measuring, Deporting, and Evaluating Performance Grantees should regularly collect and maintain data that measure the performance and effectiveness of activities under this award, in the manner, and within the timeframes specified in the program solicitation, or as otherwise specified by OOG. This evaluation includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must submit required reports regarding grant information, performance, and progress towards goals and objectives in accordance with the instructions provided by OOG or its designee. If requested by OOG, the grantee shall report on the progress towards completion of the grant project and other relevant information as determined by OOG.To remain eligible for funding,the grantee must be able to show the scope of services provided and their impact, quality, and levels of performance against approved goals, and that their activities and services effectively address and achieve the project's stated purpose. 13.2 Deport Formats,Submissions, and Timelines The grantee shall provide to OOG all applicable reports in a format and method specified by OOG.The grantee shall ensure that it submits each report or document required by OOG in an accurate, complete, and timely manner to OOG or the Federal sponsoring agency, as specified by this Grant Agreement or OOG, and will maintain appropriate backup documentation to support the reports. Grantee Standard Conditions and Responsibilities Office of the Governor Unless filing dates are given herein, all other reports and other documents that the grantee is required to forward to OOG shall be promptly forwarded. 13.3 Failure to File Required Reports Failure to comply with submission deadlines for required reports, Financial Status Reports, or other requested information may result in OOG, at its sole discretion, placing the grantee on immediate financial hold without further notice to the grantee and without first requiring a corrective action plan. No reimbursements will be processed until the requested information is submitted. If the grantee is placed on financial hold,OOG,at its sole discretion, may deny reimbursement requests associated with expenses incurred during the time the grantee was placed on financial hold. P u,;; g e ATTACHMENT B Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG).This Grant Agreement and all terms,conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments,divisions,governmental entities, public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the 'Narrative'and 'Budget/Details'tabs. By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants;and the other identified documents in the Grant Application and Grant Award, including but not limited to:2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards;Chapter 783 of the Texas Government Code,Title 34, Part 1,Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code,and the Uniform Grant Management Standards(UGMS) developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds;and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept' button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project,agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein,and agrees with the following conditions of grant funding.The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirement(s), if any,cited below: Grant Number: 2848908 Award Amount: $8,411,969.10 Date Awarded: 6/10/2022 Grantee Cash Match: $0.00 Grant Period: 05/01/2022 -08/31/2023 Grantee In Kind Match: $0.00 Liquidation Date: 11/29/2023 Grantee GPI: $0.00 Program Fund: TA-Texas Anti-Gang(TAG) Program-HB 5 Total Project Cost: $8,411,969.10 Grantee Name: North Richland Hills,City of Project Title: North Texas Anti-Gang Center Grant Manager: James Ziehl Unique Entity Identifier(UEI): G3D6UCVKR963 CFDA: N/A Federal Awarding Agency: Federal Award Date: N/A-State Funds Federal/State Award ID 2022-TA-ST-0001 Number: Total Federal Award/State Funds $180,000,000.00 Appropriated: Pass Thru Entity Name: Texas Office of the Governor—Homeland Security Grants Division (HSGD) Is the Award R&D: No Federal/State Award The purpose of the TAG Program is to support strategic partnerships and targeted, Description: regional, multidisciplinary approaches to successfully combat gang violence through the coordination of gang prevention, intervention,and suppression activities. ATTACHMENT C Agency Name: North Richland Hills, City of Grant/App: 2848908 Start Date: 5/l/2022 End Date: 8/31/2023 Project Title: North Texas Anti-Gang Center Status: Active Grant Eligibility Information Your organization's Texas Payee/Taxpayer ID Number: 17560051942002 Application Eligibility Certify: Created on:2/4/2022 9:31:01 AM By:Edward Wright Profile Information Applicant Agency Name: North Richland Hills, City of Project Title: North Texas Anti-Gang Center Division or Unit to Administer the Project: North Richland Hills Police Department Address Line 1: 4301 City Point Drive Address Line 2: City/State/Zip: North Richland Hills Texas 76180-6949 Start Date: 5/1/2022 End Date: 8/31/2023 Regional Council of Goverments(COG) within the Project's Impact Area: North Central Texas Council of Governments Headquarter County: Dallas Counties within Project's Impact Area: Anderson,Angelina,Archer,Baylor,Bowie,Brown,Camp,Carson,Cass,Cherokee,Clay,Cok e,Coleman,Collin,Comanche,Concho,Cooke,Dallas,Delta,Denton,Eastland,Ellis,Erath,Fannin,F oard,Fran klin,Grayson,Gregg,Harrison,Haskell,Henderson,Hood,Hopkins,Hunt,Jack,Johnson Grant Officials: Authorized Official Name: Jimmy Perdue Email: jperdue@nrhtx.com Address 1: 4301 City Point Dr. Address 1: City: North Richland Hills, Texas 76180 Phone: 817-427-7006 Other Phone: 817-427-7000 Fax: 817-427-7010 Title: Mr. Salutation: Chief Position: Director of Public Safety Financial Official Name: Rachel Clements Email: rclements@nrhtx.com Address 1: PO Box 820609 Address 1: ATTN: Finance City: North Richland Hills, Texas 76182 Phone: 817-427-8155 Other Phone: Fax: 817-427-6151 Title: Ms. Salutation: Ms. Position: Accounting Technician Proiect Director Name: Edward Wright Email: ewright@nrhtx.com Address 1: 7301 NE Loop 820 Address 1: City: North Richland Hills, Texas 76180 Phone: 817-427-7025 Other Phone: 817-427-7000 Fax: Title: Mr. Salutation: Lieutenant Position: Community Services Lieutenant Grant Writer Name: Scott McRory Email: scott.mcrory@texomahidta.org Address 1: 8404 Esters Blvd., Suite 100 Address 1: City: Irving, Texas 75063 Phone: 972-374-4822 Other Phone: 214-724-3458 Fax: Title: Mr. Salutation: Mr. Position: North Texas TAG Administrator Grant Vendor Information Organization Type: Unit of Local Government (City, Town, or Village) Organization Option: applying to provide homeland security services Applicant Agency's State Payee Identification Number (e.g., Federal Employer's Identification (FEI) Number or Vendor ID): 17560051942002 Unique Entity Identifier (UEI): G3D6UCVKR963 Narrative Information Introduction The purpose of the Texas Anti-Gang (TAG) Program is to support pre-selected projects that use regional, multidisciplinary approaches to combat gang violence through the coordination of gang prevention, intervention, and suppression activities. The PSO's eGrants User Guide to Creating an Application guides applicants through the process of creating and submitting an application in eGrants. Information and guidance related to the management and use of grant funds can be found in the PSO's Guide to Grants, located on the PSO Resource for Applicants and Grantees web a e. Certifications In addition to the requirements found in existing statute, regulation, and the funding announcement, this program requires applicant organizations to certify compliance with the following: Cybersecurity Training Requirement Local units of government, including counties, municipalities, special districts, school districts, junior college districts, or other political subdivisions of the state, must submit a written certification of the local government's compliance with the cybersecurity training required by Section 2054.5191 of the Texas Government Code. A determination of non- compliance with the cybersecurity training requirements will result in a refund of the original grant award as well as ineligibility of future grant awards until the second anniversary of the date the local government is determined ineligible. Constitutional Compliance Applicant assures that it will not engage in any activity that violates Constitutional law including profiling based upon race. Information Systems Applicant assures that any new criminal justice information systems will comply with data sharing standards for the Global Justice XML Data Model and the National Information Exchange Model. TXGANG Criminal Gang Database Reporting Applicant assures that it is compliant with TXGANG reporting requirements related to criminal combinations and criminal street gang activity, as required by Sec. 61.02, Code of Criminal Procedures. SAFECOM All entities using grant funding to support emergency communications activities are required to comply with the SAFECOM Guidance on Emergency Communications Grants (SAFECOM Guidance). The SAFECOM Guidance provides current information on emergency communications policies, eligible costs, best practices, and technical standards for grant recipients investing in emergency communications projects. It is also designed to promote and align with the National Emergency Communications Plan (NECP). Conformance with the SAFECOM Guidance helps ensure that grant-funded activities are compatible, interoperable, resilient, and support national goals and objectives for improving emergency communications. Criminal History Reporting Entities receiving funds from PSO must be located in a county that has an average of 90% or above on both adult and juvenile dispositions entered into the computerized criminal history database maintained by the Texas Department of Public Safety (DPS) as directed in the Texas Code of Criminal Procedure, Chapter 66. The disposition completeness percentage is defined as the percentage of arrest charges a county reports to DPS for which a disposition has been subsequently reported and entered into the computerized criminal history system. Additionally, counties applying for grant awards from the Office of the Governor must commit that the county will report at least 90 percent of convictions and other dispositions within five business days to the Criminal Justice Information System at the Department of Public Safety. Click here for additional information from DPS on this new reporting requirement. Uniform Crime Reporting (UCR) Eligible applicants operating a law enforcement agency must be current on reporting complete UCR data and the Texas specific reporting mandated by 411.042 TGC, to the Texas Department of Public Safety (DPS) for inclusion in the annual Crime in Texas (CIT) publication. To be considered eligible for funding, applicants must have submitted a full twelve months of accurate data to DPS for the most recent calendar year by the deadline(s) established by DPS. Due to the importance of timely reporting, applicants are required to submit complete and accurate UCR data, as well as the Texas-mandated reporting, on a no less than monthly basis and respond promptly to requests from DPS related to the data submitted. Note: UCR is transitioning from summary reporting to NIBRS only in 2021. Applicants are encouraged to transition to NIBRS as soon as possible in order to maintain their grant eligibility. Compliance with State and Federal Laws, Programs and Procedures Local units of government, including cities, counties and other general purpose political subdivisions, as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all aspects of the programs and procedures utilized by the U.S. Department of Homeland Security ("DHS") to: (1) notify DHS of all information requested by DHS related to illegal aliens in Agency's custody; and (2) detain such illegal aliens in accordance with requests by DHS. Additionally, counties and municipalities may NOT have in effect, purport to have in effect, or make themselves subject to or bound by, any law, rule, policy, or practice (written or unwritten) that would: (1) require or authorize the public disclosure of federal law enforcement information in order to conceal, harbor, or shield from detection fugitives from justice or aliens illegally in the United States; or (2) impede federal officers from exercising authority under 8 U.S.C. § 1226(a), § 1226(c), § 1231(a), § 1357(a), § 1366(1), or § 1366(3). Lastly, eligible applicants must comply with all provisions, policies, and penalties found in Chapter 752, Subchapter C of the Texas Government Code. Each local unit of government, and institution of higher education that operates a law enforcement agency, must download, complete and then upload into eGrants the CO/Law Enforcement Certifications and Assurances Form certifying compliance with federal and state immigration enforcement requirements. This Form is required for each application submitted to PSO and is active until August 31, 2022 or the end of the grant period, whichever is later. Overall Certification Each applicant agency must certify to the specific requirements detailed above as well as to comply with all requirements within the PSO Funding Announcement, the Guide to Grants, the Grantee Conditions and Responsibilities, any authorizing or applicable state and federal statutes and regulations to be eligible for this program. X I certify to all of the application content & requirements. Project Summary : Briefly summarize the project, including proposed activities and intended impact. The North Texas Anti-Gang Center (TAG) is a physical environment funded by the Texas Office of the Governor (OOG) Homeland Security Grants Division (HSGD) and established to support strategic law enforcement partnership within the North Texas region to combat gang violence and organized crime associated to these criminal enterprises. This multidisciplinary approach of the TAG concentrates efforts through the coordination of gang prevention, intervention and suppression activities. The combined law enforcement resources and strategies are designed to effectively decrease the threat created by gang activities with the ultimate goal to disrupt the command and control of these criminal organizations, which affect public safety in our communities. The goal remains to continue building and expanding the TAG partnership with the 13 participating agencies to effectively share valuable resources such as intelligence sharing, personnel, and equipment. Further, the TAG is exploring areas in which the TAG partners with local agencies related to gang prevention measures to slow the growing problem, as well as participate in intervention measures to stem the activities of current gang members. During the FY2023 grant period, the TAG will be relocating. The design of the new location is anticipated to improve efficiencies and enhance collaborations in which partner agencies hold an established presence. The TAG building allows for de-confliction and bolsters open communication regarding intelligence sharing, joint and multi-agency law enforcement operations, and law enforcement training sessions and conferences. The TAG anticipates implementing the StopNorthTexasGangs.org website, which allows the public to submit anonymous tips on wanted gang fugitives and tips on gang activities in the TAG AOR. The TAG includes Region 1 for the Texas Department of Public Safety which is located within the northeast portion of Texas. Region 1 contains five MSAs, including Dallas-Fort Worth-Arlington, and Sherman- Denison. According to censusreporter.org, in 2019, the Dallas/Ft. Worth (DFW)/Arlington metroplex's combined population was approximately 7.6 million individuals and covers approximately 8,674 square miles, which forms the largest combined MSA population region in the state. [NOTE: Region 1 of which the TAG is located and covers contains 42 counties.] According to the 2016 Texas Department of Criminal Justice (TDC3) statistics, among all gang members entering into TDC3, approximately 25 percent came from counties located in Region 1. In 2014, 90% of gang members entering TDC3 originated from the Dallas-Fort Worth-Arlington MSA. The TAG began operations on May 1, 2016 and is open to law enforcement agencies with responsibilities to oversee, enforce, and/or prosecute gangs and gang related activity. Four anchor agencies relocated their gang units to the TAG. The ATF relocated an investigative violent crime group and their Crime Gun Intelligence Center (CGIC); Texas DPS relocated their gang units formerly housed in Garland, Texas and Hurst, Texas; the FBI relocated its Safe Street Taskforce; and HSI relocated its gang unit to the TAG. The Dallas County District Attorney's Office has assigned a full-time Border Prosecution Unit attorney at the TAG. Through the partnerships with these agencies, personnel from the following agencies are also represented in some form at the TAG— Dallas Police Department (PD), Fort Worth PD, Irving PD, Arlington PD, Mesquite PD, ICE Enforcement Removal Operations, Texas Alcohol and Beverage Commission, Drug Enforcement Administration, and the TDC3-OIG. Through the collaborative and cooperative efforts of these agencies, the TAG's purpose is to enhance the investigative efforts of law enforcement in the North Texas area combating gangs and violent crime committed by gangs. The TAG and the Texoma HIDTA share a state-of-the-art training center, which provides training to agencies across the North Texas area. Such training includes, but is not limited to, anti-gang enforcement tactics ranging from street stop encounters by law enforcement with violent gang members to long-term investigations of complex criminal investigations of organized/violent gang organizations. Problem Statement : Provide a detailed account of the issues, threats or hazards that your project will target. For federal Homeland Security Grants, include specific references to the regional or state Threat and Hazard Identification and Risk Assessment (THIRA), as applicable. Due to various factors, the region surrounding the DFW metroplex is a primary hub for gangs and organizations engaged in serious and violent criminal activities, including human, drug, and gun trafficking, assaults, and homicides. The presence of transnational gangs such as MS-13 and 18th Street have increased their footprint here as has the expected increase in violence related to such groups relocating to the DFW area from other parts of Texas. Multiple law enforcement agencies have responsibilities for investigating and prosecuting related criminal activities and organizations. Enhanced cooperation and participation among these agencies in addressing these threats furthers the ability of these agencies to fulfill its mission, which enhances public safety. According to the Texas DPS Threat Assessment, there are an estimated 100,000 gang members and 400 gangs located throughout the DFW metroplex. Approximately 52% of tier level gang members are serving sentences for violent crimes. The most significant gangs in our area include, "Bloods (multiple sets), Crips (multiple sets), Tango Blast (D/FW), Surehos (multiple sets), Aryan Brotherhood of Texas (ABT), and Aryan Circle." Despite law enforcement's operational and leadership disruption of ABT and Aryan Circle, each maintain a heavy presence in the DFW metroplex and surrounding rural areas." The report states that transnational gangs such as MS-13 and 18th Street are present and active in Dallas, Denton, and Tarrant counties. Gangs are also heavily involved in narcotics trafficking and often work with each other, regardless of race or ideology, in order to profit from these activities. Cartels continue to use gangs to move drugs, people, and weapons across the southern border of the United States, thereby contributing to the nations on-going opioid epidemic. Hybrid gangs continue to transform into an organized criminal enterprise, which negatively influence the safety of citizens living in the DFW metroplex. The majority of cases prosecuted by the Dallas County DA involve shootings, robberies, and narcotics trafficking committed by hybrid gangs. There has been an increase in violent activity by gangs such as "Trill Fam" and "Trench Gang."The predominant street gang within Arlington encompasses African-Americans ranging from 13 to 22 years of age who make up a loose conglomerate of gangs belonging to local subsets of the Crips and Bloods. Hybrid gangs have "no code" when it comes to violent crime and are commonly associated with drive-by shootings, aggravated thefts, and robberies; the latter two being the genesis for the acquisition of firearms utilized in their operations. Gang presence and activity within Fort Worth is robust and active. Local street gangs and hybrids have perpetuated violence in the city to a new level. Hybrid gangs have been at the center surge of opportunistic violent robberies and shootings. Individuals are typically in their late teens to early twenties and primarily African-American. Their youth and ever-evolving nature have spawned hundreds of active cliques within the group. Previous reports indicated the Tango Blast (D/FW sets) maintain the largest overall gang membership in the area; once released from incarceration, many members tend to drop their affiliation in favor of the smaller street gang which they were previously aligned. Other significant gangs are the Bandiclos Outlaw Motorcycle Gang, MS-13, Surehos, various sets of Crips and Bloods, and Aryan Circle. Other less active gangs in the area include the Texas Syndicate, 18th Street, and Gangster Disciples. The largest and most active street gangs in Region 1 include Crips (all sets), Surehos (all sets), Bloods (all sets), and Latin Kings. The largest and most active prison gangs are the D/FW cliques of Tango Blast, Aryan Brotherhood of Texas (ABT), and Aryan Circle. The ABT and Aryan Circle maintain a strong presence east of Dallas, while the Latin Kings are active in north Fort Worth and Denton. Agencies in the region report a significant presence of Gangster Disciples, Nortehos, 18th Street, MS-13, and Texas Syndicate. The Texas DPS assessments summarized the North Texas gang threat as follows: "The gang threat in Texas will remain high during the coming year. Gangs working directly with the Mexican cartels will continue to represent a particular threat to the state. The threat posed by individual gangs will change over time. Although changes in gang leadership and the impact of law enforcement action will have an effect on a gang's ability to operate effectively, many of the Tier 1 and Tier 2 gangs will continue to constitute significant threats to Texas due to their large membership numbers, relationships with cartels, high levels of transnational criminal activity, and other factors. Existing Capability Levels : Describe the existing capability levels, including resources that are currently in place to support this project prior to the use of grant funds. The existing capabilities of the TAG consist of the Participant Agencies which include: the FBI, DEA, ATF, HSI, Texas DPS, Dallas PD, Arlington PD, Fort Worth PD, Irving PD, North Richland Hills PD, Dallas County DA's Office, Tarrant County DA's Office, and Texas Alcohol and Beverage Control. Current capabilities include individual agencies' IT network systems, law enforcement and analytic/support personnel and equipment, state and federal prosecutors, fiscal operational support, and electronic surveillance equipment and capabilities. Additionally, an analyst from the Office of the Attorney General, Human Trafficking and Organized Crime Unit, sits at the TAG. Capability Gaps: Describe the capability gaps which will be addressed by the project. For federal Homeland Security Grants, include specific references to the regional or statewide State Preparedness Report (SPR). The overall goal is to enhance coordinated law enforcement activity targeted at gangs and other criminal organizations operating in or affecting the region by co-locating representatives from federal, state and local law enforcement agencies in a "dedicated facility" (TAG). While this remains true today, a new approach for the TAG needs to be undertaken. Currently, the agencies seated in the TAG are three federal agencies and one state agency. There is no local presence other than as TFO's assigned to the federal agencies. Gangs are mainly a local law enforcement problem. While it is true there are international gangs operating within the state, the overwhelming majority of gang activity occurs at the local level affecting local communities. This TAG is unique among all other TAG due to the sheer size of area covered. As stated earlier, the DFW metroplex's combined population was approximately 7.6 million individuals and covered approximately 8,674 square miles, which forms the largest combined population region in the state. Additionally, there are over approximately 200 law enforcement agencies in this area. The large majority of agencies that could benefit from participation in the TAG cannot travel daily to the TAG for office space and co-location only to return to their communities to conduct gang and violent crime investigations. Logistically, this does not make sense. The geographic makeup of the DFW metroplex does not allow itself to a "one-size fits all" TAG. Although gangs are operating throughout the entire DFW metroplex, the gang problem is unique to its own area and is not the same throughout the area, i.e. Dallas' gang problem is not the same as Ft. Worth's gang problem. The most effective use of time and resources is to maintain the TAG and initiate two "sub-station" TAGS on the east side of the DFW metroplex and one on the west side. Currently, the Ft. Worth PD has agreed to provide rent-free space to house a "substation" TAG on the west side of the DFW metroplex. Currently, there is space for an additional 30 officers, not including Ft. Worth PD personnel currently there, to conduct gang and violent crime related investigations. These officers will come from departments that have never participated in the TAG due to logistical issues. This has the capability to add approximately 60 officers participating in the TAG as a whole. By being housed in an area near to the location(s) they will be conducting investigations in, the TAG will be more effective and have a larger reach and impact with these presently underserved communities. Additionally, the Ft. Worth PD was recently certified as a Fusion Center, which sits in the same building as the "sub-station"TAG. This will allow the TAG to leverage their intelligence capabilities to improve the quality of investigations. As the intelligence component of the TAG develops, it will enhance existing intelligence efforts in the North Texas Region as well as, tie in with the currently operational TAGS and future ones as they become operational. By providing this new physical environment (sub-station) concept equipped with advanced technology, the TAG enables the co-location law enforcement agencies to more efficiently and effectively cooperate, coordinate and collaborate on intelligence, investigatory, and operational activities related to this shared threat in an effort to reduce gang related crime and violence specifically in the areas they serve. The TAG reaches out to agencies across the North Texas areas to support multi-agency collaborative approaches to gang/violent crime by bringing the expertise of agencies participating within the TAG and provides resources available through the TAG, such as overtime, training, equipment, and intelligence sharing platforms accessible to all agencies with an interest/need. Presently, we have added a HSI gang squad (seven special agents and one supervisor) and four ATF agents to this location. Impact Statement : Describe the project goals/objectives and how this project will maintain capabilities or reduce capability gaps. The goal for this project remains to provide a "centralized point" of coordination for law enforcement operations and intelligence gathering to curb gang activity and violence via multi-agency partnerships with key federal, state, and local law enforcement agencies. The TAG allows for cleconfliction of investigations by centralizing planned events and helps prevent the comprising of investigations by reducing conflicting events and targets. By partnering with regional law enforcement agencies, the TAG will promote the development of intelligence and tactics to better combat violent criminal gangs in and around the North Texas area. Having multiple agencies working together ensures the coordination of efforts to focus on gang activities that threaten the safety of our neighborhoods. The TAG project helps provide relief to high crime areas affected by gang violence by disrupting gang-related crime. The effectiveness of the TAG project is based on achieving progress towards the identified project-specific measures. The measurable goals (outputs and outcomes) include: number of gang contacts, number of gang members arrested for misdemeanors and felonies, number of gangs targeted/investigated, number of weapons seized, number of participating agencies, drug and currency seizures for each of the participating agencies, number of multi-agency operations, number of gangs disrupted, and number of TAG-hosted training sessions. The baseline information for the aforementioned measures and goals are determined by gathering statistical data from TAG participating agencies. All data required for statistical and evaluative purposes of the project is coordinated and collected by the TAG Administrator and maintained on an on-site TAG server. Collected data and subsequent analysis and assessments will be made available to the Homeland Security Grants Division and all TAG partnering agencies. Data and analysis will also serve as a viable tool for local law enforcement that will allow efforts to be tailored to the specific needs of the community according to trends. Homeland Security Priority Actions: Identify the Texas Homeland Security Priority Action most closely aligned with this project. Each Priority Action is linked with an Objective from the Texas Homeland Security Strategic Plan (HSSP). List the Priority Action by number and text (e.g. 1.2.3 Expand and enhance the network of human sources that can provide detailed and relevant information on known or suspected terrorist and criminal enterprises.) 1.2.2 Establish and enhance multi-agency anti-gang centers in regions throughout the state to integrate and enhance the efforts of law enforcement agencies to identify, deter, disrupt, and dismantle criminal organizations. Target Group : Identify the target group and population expected to benefit from this project. The DFW metroplex and outlying jurisdictions within the TAG AOR. Long-Term Approach: Describe how the applicant agency will maintain the capabilities supported by this project without additional federal or state funds. If sustainment is dependent upon federal or state grants, describe the ongoing need for future grants, as applicable. The TAG continues working to develop several "smart policing" strategies that are focused on offender based and/or location-based intelligence gathering and enforcement methodologies. TAG agencies are developing intelligence related to gang violence and ShDDUDgS by CDDrdiD8UDg intelligence developed through ChnOe gun analysis throughout the greater North T2x8S/DFVV 8n28S and state wide. Additionally, the TAG strategically targets violent gang offenders engaged in serial ShDDUDg activity during the [DUrSe of committing violent crime. This is 8 developing strategy to aid TAG partner agencies in CUrn2Dt investigations and initiate new investigations across the area. In addition, the usage of Smart Force and n2-iDSUtUUDg the "Stop North Texas Gangs" web 8pp|i[8UDDS will eDh8D[2 and expand UpDD established intelligence sharing capabilities as it pertains to |8vv enforcement's efforts against violent gangs and violent crime. Project Activities I0!f*rmatio0! Introduction This section contains questions about your project. It is very important for applicants to review their funding announcement for guidance on how to fill out this section. Unless otherwise specified, answers should be about the EXPECTED activities to occur during the project period. Selected ACTIVITY PERCENTAGE: DESCRIPTION Agencies housed within the North Texas TAG have a primary focus on the investigation of criminal street gangs and organizations operating in and around the greater North Texas area that are Gangs - 100.00 responsible for violent crime within that region. Multijurisclictional The TAG serves to enhance the cooperation/collaboration between these agencies and those located within the area by providing the resources that create and allow for a greater sharing and collaboration effort among agencies. Measures I0!f*rmatio0! Objective Output Measures Objective Outcome Measures OUTCOME MEASURE TARGET LEVEL Dollar value of cash forfeitures donated to the 0 project. Number of convictions. 100 Custom Output Measures CUSTOM OUTPUT TARGET MEASURE LEVEL Custom Outcome Measures CUSTOM OUTCOME TARGET MEASURE LEVEL Resolution from Governing Body Applications from nonprofit corporations, local units of governments, and other political subdivisions must include a resolution that contains the following: 1. Authorization by your governing body for the submission of the application to the Public Safety Office (PSO) that clearly identifies the name of the project for which funding is requested; 2. A commitment to provide all applicable matching funds; 3. A designation of the name and/or title of an authorized official who is given the authority to apply for, accept, reject, alter, or terminate a grant (Note: If a name is provided, you must update the PSO should the official change during the grant period.); and 4. A written assurance that, in the event of loss or misuse of grant funds, the governing body will return all funds to PSO. Upon approval from your agency's governing body, upload the approved resolution to eGrants by clicking on the Upload Files sub-tab located in the Summary tab. Contract Compliance Will PSO grant funds be used to support any contracts for professional services? Select the appropriate response: X Yes No For applicant agencies that selected Yes above, describe how you will monitor the activities of the sub-contractor(s) for compliance with the contract provisions (including equipment purchases), deliverables, and all applicable statutes, rules, regulations, and guidelines governing this project. Enter a description for monitoring contract compliance: All contracts for services will be generated through the City of North Richland Hills Purchasing Department and will comply with all federal and state purchasing requirements. The primary project compliance manager will the North Richland Hills Police Department Community Resources Division. The North Richland Hills Police Department Community Resources Division Captain shall oversee approval of all payments for service and the City of North Richland Hills Finance Department shall execute payments in accordance with existing written procedures. Lobbying For applicant agencies requesting grant funds in excess of $100,000, have any federally appropriated funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant loan, or cooperative agreement? Select the appropriate response: _ Yes X No _ N/A For applicant agencies that selected either No or N/A above, have any non-federal funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with this federal contract, loan, or cooperative agreement? Select the appropriate response: _ Yes X No _ N/A Fiscal Year Provide the begin and end date for the applicant agency's fiscal year (e.g., 09/01/20xx to 08/31/20xx). Enter the Begin Date [mm/dd/yyyy]: 10/1/2022 Enter the End Date [mm/dd/yyyy]: 9/30/2023 Sources of Financial Support Each applicant must provide the amount of grant funds expended during the most recently completed fiscal year for the following sources: Enter the amount (in Whole Dollars $) of Federal Grant Funds expended: 626707 Enter the amount (in Whole Dollars $) of State Grant Funds expended: 882643 Single Audit Applicants who expend less than $750,000 in federal grant funding or less than $750,000 in state grant funding are exempt from the Single Audit Act and cannot charge audit costs to a PSO grant. However, PSO may require a limited scope audit as defined in 2 CFR Part 200, Subpart F - Audit Requirements. Has the applicant agency expended federal grant funding of $750,000 or more, or state grant funding of $750,000 or more during the most recently completed fiscal year? Select the appropriate response: X Yes No Applicant agencies that selected Yes above, provide the date of your organization's last annual single audit, performed by an independent auditor in accordance with the State of Texas Single Audit Circular; or CFR Part 200, Subpart F - Audit Requirements. Enter the date of your last annual single audit: 3/3/2021 Debarment Each applicant agency will certify that it and its principals (as defined in 2 CFR Part 180.995): Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal Court, or voluntarily excluded from participation in this transaction by any federal department or agency; Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the above bullet; and have not within a three-year period preceding this application had one or more public transactions (federal, state, or local) terminated for cause or default. Select the appropriate response: X I Certify _ Unable to Certify If you selected Unable to Certify above, please provide an explanation as to why the applicant agency cannot certify the statements. Source of MatchInformation Detail Source of Match/GPI: DESCRIPTION MATCH TYPE AMOUNT Summary Source of Match/GPI: Total Report Cash Match In Kind GPI Federal Share GPI State Share $0.00 $0.00 $0.00 $0.00 $0.00 Budget Summary Information Budget Summary Information by Budget Category: CATEGORY OOG CASH IN-KIND GPI TOTAL MATCH MATCH Construction $620,000.00 $0.00 $0.00 $0.00 $620,000.00 Contractual and $1,701,597.39 $0.00 $0.00 $0.00 $1,701,597.39 Professional Services Equipment $4,706,776.68 $0.00 $0.00 $0.00 $4,706,776.68 Indirect Costs $107,862.33 $0.00 $0.00 $0.00 $107,862.33 Personnel $208,980.00 $0.00 $0.00 $0.00 $208,980.00 Supplies and Direct $1,006,973.25 $0.00 $0.00 $0.00 $1,006,973.25 Operating Expenses Travel and Training j $59,779.45 $0.00 $0.00 $0.00 $59,779.45 Budget Grand Total Information: OOG CASH MATCH IN-KIND MATCH GPI TOTAL $8,411,969.10 $0.00 $0.00 $0.00 $8,411,969.10 ATTACHMENT D ASSET INVENTORY FORM GRANT NAME:NORTH TEXAS ANTI-GANG CENTER GRANT YEAR:2022-2023 CFDA NUMBER:NONE FEDERAL/STATE AWARD ID:2022-TA-ST-0001 EGRANTS NUMBER:2848908 ACQUISITION %of FEDERAL DESCRIPTION SERIAL NUMBER OR ID If WHO HOLDS THE TITLE DATE COST PARTICIPATION LOCATION USE CONDITION DISPOSITION 1.Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommene D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 2,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 3,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 4,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 5,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 6,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 7,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 0,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 9,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 10.Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 11.Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 12,Dell Precision 3571 w/accessories City of North Richland Hills $3,465.00 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA 1.Precision 020 Tower City of North Richland Hills $6,181.14 0% TAG 6303(ommerce D,Irving 75063 Geng.eI—d criminal in ,tigations New Transfer ownership to DCCDA $47,761.14 DATE AND SIGNATURE OF TRANSFER RECIPIENT RECEIVING JURISDICTION/AGENCY CITY OF NORTH RICHLAND HILLS/N.TEXAS ANTI-GANG CENTER Name Signature Signature Printed Name and Title Date Printed Name and Title Date 1�I RH CITY OF NORTH RICHLAND HILLS January 9, 2023 Dallas County Criminal District Attorney's Office 133 N. Riverfront Blvd. LB19 Dallas TX 75207 RE:Letter of Intent to execute Regional Asset Transfer Addendum for the North Texas Anti-Gang Center Local Administrative Agreement. This Letter of Intent confirms a preliminary agreement between the City of North Richland Hills ("NRH") and the Dallas County Criminal District Attorney's Office ("Receiving Jurisdiction/Agency"), with respect to receiving and transferring ownership and responsibility of Asset(s) purchased with State Grant 2848908 Funds as defined in the Local Administrative Agreement Between the Constituent Agencies of the Texas Anti-Gang Center—North Texas(the "Agreement'). The Receiving J u risdiction/Agency confirms its intention to execute and agree in writing to terms and conditions set forth in the Regional Asset Transfer Addendum to the Agreement(the "Addendum"), accepting the transfer and ownership of the following asset(s)following purchase by NRH: Item#6420178 SanDisk Extreme Portable V2-SSD-4 TB-USB 3.2 Gen 2—20 each TOTAL QUOTE:$7,463.00 Dell Precision accessories—12 each TOTAL QUOTE:$41,S80.00 Precision r—1 eachTOTAL QUOTE:$6,181.14 Item#SAQNSSQ70AA SAMSUNG Q70A SS"CLSS HDR 4K UHD SMART QLED— TOTAL QUOTE:$9,113.76 9 each Item#M01372 MOUNT-ITI FL-MTN L-ARM TV MNT W/40"EXT F/42—9 each TOTAL QUOTE:$1,14S.61 Item#PEHDAIS PEARSTONE STND SERS CABLE/HDMI TO HDMI—9 each TOTAL QUOTE:$100.3S Faraday Bags—10pc Mega Kit NX3—3 each TOTAL QUOTE: $704.97 Item#HEM712DN HP LASERJET ENTERPRISE 700 M712DN PRINTER—1 each TOTAL QUOTE:$2,419.00 Item#HEM4SSDN HP SFP M4SSDN COLOR U ENTERPRISE PRINTER—1 each TOTAL QUOTE:$6S9.00 Item#HEM607N HP LASERJET ENTERPRISE M607N PRINTER—1 each TOTAL QUOTE:$879.00 Item #HEM283FDW HP LASEJET PRO M283FDW COLOR PRINTER—7 each TOTAL QUOTE:$3,282.13 Item#FUIX1600B FUJITSU SCANSNAP IX1600 SCANNER—BLACK—1S each TOTAL QUOTE:$6,718.20 Item #STSAUSBDUPI2 STARTECH 1:2 USB 2.0 FLASH DRIVE DUPLICATOR— 6 TOTAL QUOTE:$7S4.44 each Item #ASBW16D1XU ASUS BLU-RAY DRIVE/16X WRITING SPEED/USB3.0 —9 TOTAL QUOTE:$1,194.7S each Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO.P130016_20221213 Page 1 of 2 P.O. Box 820609 * North Richland Hills, Texas 76182-0609 4301 City Point Drive * 817-427-7000 * FAX 817-427-7066 "MM CITY OF NORTI-i RICHLAND ITILLS Receiving Jurisdiction/Agency confirms and acknowledges that it has been, provided a copy of the Addendum and has been provided an opportunity to review and request modifications to the Addendum, including review by its legal counsel as needed. The Receiving/Jurisdiction Agency will execute the Addendum upon final approval by its governing body or other officer who has authority to execute agreements on its behalf. AGREED BY: Dallas County Criminal District Attorney's Office 133 N!I. Riverfront Blvd. LB19 Dallas TX 752017 Signatu TVA\A Printed Name and Title Date 0 07o 21 Texas Anti-Gang Center- Letter of Intent CA-CONTRACT NO.PDOO 1620221213 Page 2 of'2 X 81 OWN Thank you for choosing CDW. We have received your quote. PEOPLE W H 0 GET IT Hardware Software Services IT Solutions Brands Research Hub .............. Review and Complete Purchase NICK BURNS, Thank you for considering CDWaG for your technology needs. The details of your quote are below, If .ou are an eProCLirement or in on customera lea,se lou into vour system to access ,CDW site., You can search for your quote to retrieve and transfer back into your systern for processing. For all other customers, click below to convert your quote to an order. G"ND TOTAL QUOTE DATE QUOTE LIP II r CUSTOMER 4" ND 12112/2022 NDS 107 1012925 $7,46 3 6,0 QU�Tr-a Quo-rE DETAILS ............ ------- ....... ITEM QTY CDVV,g UNIT PRICE EXT, PRICE 20 6420178 $373.16 $7',463.60 Mfg. Part*: 5DSSDE61-4T00-G25 Co litract: Texas Misc IT HW Peru and Components DIR-CPO-5093 (DIR-CRO-5093) SUBTOTAL $7,463.60 SHIPPING $0,00 SALES TAX $0.010 GRAP40 TOTAL $7,463.60 PURCHASER BILLING INFO DELI�VER TO Billing Addrew Shipping Address: CITY OF NORTH RICHLAND HILLS CITY OF NORTH RICHLAND HILLS ACCTS PAYABLE 4301 CITY POINT DRIVE Po BOX 820609 NORTH RICHLAND HILLS,TX 76180 NORTH RICHLAND HILLS,TX 76182-0609 Shipping Methad: DROP SHIP-GROUND Phone: (817) 581-5533 PaVmen.t Terrns: VISA Please remit payments to; CDW Government 75 Remittance Drive Suite 1515 Chicago, K.60675-1515 Sales Contact Info Rachel Petersen 1 (866) 246-8134, —------------ LEASE OPTIONS FMVTOTA L FMV................... LEASE CPTiON 130 TOTAL BO LEASE OPTION $7,463.60 $209.65/Month $7,463.60 $239.51/Month Monthly payment based on 36 month lease.Other terms and options are available.Contact your Account Manager for details.Payment quoted Is subject to change. 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ISM ® My Account Support I® Call 800.800.4239 About I Privacy Policy I-Terms and Conditions - This order Is subject to CDW'sTerms;and Conditions of sales and Service Projects at htti3://www.cdwo.com/contentfterms-canditionstarodu -sales.aspx For more information,contact'a_CDW account manager CS7 2022 CDW�G LLC,260 N.Milwaukee Avenue,Vernon Hills,I1._60061 i 800.806.4239 Page 2 of 2 DO I e d- n m mm es A quote for your, consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Qcote to Ou"der. Quote No. 3000'139548180.1 Sales Rep Khalfli Neal Totall $41,580,00 Phanp (800)456-3355, 6180565 Customer# 106497087 Email Khalil—Neal@Dell.coni Quoted On Dec. 13, 2022 Billing To ACCOUNTS PAYABLE Expires by Jan. ,12, 2023 CITY OF NORTH RlCHLAND HILLS Texas Department of PO BOX 820609 Contract Narne Inforrnaflon Resources (TX NORTH RICHLAND HILLS, TX DIR) 76182-0609 Contract Code C0000000016841 CLIstarner Agreement TX DIR-TSO-3763 Deal ID 18471905 Message from your Sales Rep Please contact your Dell sales representative if You have any questions or when You are ready to place an order, Thank you for shopping with Dell! Regards, Khalil Neal ............... Product Unit Price Quantity Subtotal Mobile Precision 3571 $2,300.00 12 $27,600.00 Dell 'Thunderbolt 4 Dock-W1 22TI134 $225.00 12 $2,700.00 Dell Premier Multi-device Wireless Keyboard and Mouse - $65.00 12 $780.00 I(M7321W Dell Pro Slim Briefcase 15 (P01520CS) $25.00 12 $300.00 Dell Monitor Slim Soundbar-SB521A $35.00 12 $420.00 Dell Pro Wireless Headset-WL502�2 $135.00 12 $1,620.0,0 Dell USB Slim DVD±RW' drive - DW316 $30.00 12 $360.00 Dell UlltraSharp 27 Monitor U2722D, 68�.47cm, (27") $325.00 24 $7,800.00 Pqrip I Subtotal: $41,580.00 Shipping: $0.00 Environmental Fee: $0.00 Non-Taxable Amount: $41,580.00 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $41,580.00 Pony 9 nnll dAnrlrotinn I P I I P nnlu full UorleM;nn 1 P is Inra4crl nt lino nail Mlow t1Aoi1 Cfnn ft1')o Pn,inrl Pnrlr TY 7RC.R7 Quantity Subtotal Mobile Precision 3571 $2,300.00 12 $27,600.00 Estimated delivery if purchased today: Dec.29,2022 Contract#C000000006841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Mobile Precision Workstation 3571 CTO 210-BDTJ - 12 - Intel Core i9-12900H vPro(24 MB cache,14 cores,20 threads,2.50 379-BEVD 12 - GHz to 5.00 GHz,45W) Windows 11 Pro,English,French,Spanish 619-AQCE - 12 - No Microsoft Office License Included 658-BCSB - 12 - Intel Core i9-12900H vPro with NVIDIA A1000 4GB,GDDR6 graphics 329-BGRY - 12 - NVIDIA RTX A1000,4 GB,GDDR6. 490-BHMN - 12 - 15.6"FHD 1920 x 1080,60 Hz,250 nit,touch, IR FHD Camera and 391-BGOC 12 - Mic with WLAN+4G WWAN FHD/IR Camera,Temporal Noise Reduction,Camera Shutter,Mic 319-BBJG - 12 - 32 GB,1 x 32,4800MHz,DDR5,Non-ECC SoDIMM memory 370-AGZL - 12 - M.2 22801 TB,Gen 4 PCie x4 NVMe,Solid State Drive 400-BMPS - 12 - No Additional Hard Drive 401-AAGM - 12 - Single Pointing Non-Backlit English US Keyboard with numeric 583-BHBH 12 - keypad Single Pointing,No security 346-BHZV - 12 - Intel AX211,2x2 MIMO,2400 Mbps,2.4/5/6 GHz,Wi-Fi 6/6E(WiFi 555-BHLT 12 - 802.11ax),Bluetooth 5.2 4 cell,64 WHr standard lifecycle battery 451-BCXK - 12 - 130W Type C Power Adapter 492-BDGH - 12 - Intel vPro Technology Enabled 631-ADIF - 12 - ENERGY STAR Qualified 387-BBLW - 12 - EPEAT 2018 Registered(Gold) 379-BDZB - 12 - Quick Setup Guide for Mobile Precision 3571 340-CZKO - 12 - Custom Configuration 817-BBBB - 12 - Wireless Intel AX211 WLAN Driver 555-BHOS - 12 - Power Cord 1 M US 470-AFGV - 12 - Bottom cover 354-BBER - 12 - Packaging(DSC+130W Adapter) 340-DBDC - 12 - HDD Dummy Filler 750-ADFE - 12 - Intel Gen 12 CPU label for Core i9 vPro enable 389-EDDK - 12 - SupportAssist 525-BBCL - 12 - Dell(TM)Digital Delivery Cirrus Client 640-BBLW - 12 - Dell Optimizer for Precision 640-BBSC - 12 - Dell Client System Update(Updates latest Dell Recommended BIOS, 658-BBMR 12 - Drivers,Firmware and Apps) Waves Maxx Audio 658-BBRB - 12 - Dell Power Manager 658-BDVK - 12 - Dell SupportAssist OS Recovery Tool 658-BEOK - 12 - Pano 4 n ii 11Ank—tin, I D i I Q nnkr t1a11 AA—La+inn 1 D ie Inr otari of llna r1n11 Wow AAail Qtnn A190 Dn,mrl Pnr•Ir TV 7RRR7 No RAID 780-BBFE - 12 BTO Standard Shipment(M) 800-BBGS - 12 ProSupport Plus:Accidental Damage Service,4 Years 997-1069 - 12 - ProSupport Plus:Keep Your Hard Drive,4 Years 997-1091 - 12 Dell Limited Hardware Warranty Plus Service 997-1129 - 12 ProSupport Plus:7x24 Technical Support,4 Years 997-1137 - 12 - ProSupport Plus:Next Business Day Onsite,4 Years 997-6067 - 12 - Thank you for choosing Dell ProSupport Plus.For tech support,visit 997-8367 - 12 - www.dell.comlcontactdell or call 1-866-516-3115 Quantity Subtotal Dell Thunderbolt 4 Dock-WD22TB4 $225.00 12 $2,700.00 Estimated delivery if purchased today: Dec. 18,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal BASE,DS,WD22TB4 US 18OW 210-BDQH - 12 Advanced Exchange Service,3 Years 872-8550 - 12 Dell Limited Hardware Warranty 872-8557 - 12 Quantity Subtotal Dell Premier Multi-device Wireless Keyboard and Mouse- $66.00 12 $780.00 KM7321 W Estimated delivery if purchased today: Dec.19,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Premier Multi-Device Wireless Keyboard and Mouse-KM7321W 580-AJIX - 12 Quantity Subtotal Dell Pro Slim Briefcase 15(P01520CS) $25.00 12 $300.00 Estimated delivery if purchased today: Dec. 18,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Eco Pro Slim Briefcase 15-P01520CS-Fits most laptops up to 460-BCMK 12 - 15" Quantity Subtotal Dell Monitor Slim Soundbar-SB521A $35.00 12 $420.00 Estimated delivery if purchased today: Dec.18,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell Monitor Slim Soundbar-SB521A 520-AARU - 12 - Quantity Subtotal Dell Pro Wireless Headset-WL5022 $135.00 12 $1,620.00 Estimated delivery if purchased today: Dec. 18,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Perna A nail hAnrirotinn I D I I C nnly null hAnAentinn I D ie Inrofnrl of nno naa IN— AAnil Ctnn $11" RnunA Rnr1f TY 7AAA7 Description SKU Unit Price Quantity Subtotal Dell Pro Wireless Headset-WL5022 520-AATB - 12 Quantity Subtotal Dell USB Slim DVD±RW drive-DW316 $30.00 12 $360.00 Estimated delivery if purchased today: Dec.18,2022 Contract#C000000006841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell USB Slim DVD±RW drive-DW316 429-AAUQ - 12 Quantity Subtotal Dell UltraSharp 27 Monitor-U2722D, 68.47cm (27") $325.00 24 $7,800.00 Estimated delivery if purchased today: Dec. 19,2022 Contract#C000000O06841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Dell UltraSharp 27 Monitor-U2722D,68.47cm(27") 210-AYZE - 24 Dell Limited Hardware Warranty 814-5380 - 24 Advanced Exchange Service,3 Years 814-5381 - 24 Subtotal: $41,580.00 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Total: $41,580.00 pane r% naii RAorirnfinn I P I I Q nnlu rloll RAorbofinn 1 0 is Inr•oforf of nno roll%Alov RAod 52fnn Al7Q Pn.,nrl P—L, TX 7AAA7 Important Notes Terms of Sale This Quote will,if Customer issues a purchase order for the quoted items that is accepted by Supplier,constitute a contract between the entity issuing this Quote("Supplier")and the entity to whom this Quote was issued("Customer").Unless otherwise stated herein,pricing is valid for thirty days from the date of this Quote.All product,pricing and other information is based on the latest information available and is subject to change.Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors.Taxes and/or freight charges listed on this Quote are only estimates.The final amounts shall be stated on the relevant invoice.Additional freight charges will be applied if Customer requests expedited shipping.Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax—Department@dell.com or ARSalesTax@emc.com,as applicable. Governing Terms:This Quote is subject to:(a)a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or,to the extent there is no such agreement,to the applicable set of Dell's Terms of Sale(available at www.dell.com/terms or www.dell.com/oemterms),or for cloud/as-a- Service offerings,the applicable cloud terms of service(identified on the Offer Specific Terms referenced below);and(b)the terms referenced herein(collectively,the"Governing Terms").Different Governing Terms may apply to different products and services on this Quote.The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions:Customer's use of any Supplier software is subject to the license terms accompanying the software,or in the absence of accompanying terms,the applicable terms posted on www.Dell.com/eula.Descriptions and terms for Supplier-branded standard services are stated at www.dall.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descdptions.htm. Offer-Specific,Third Party and Program Specific Terms:Customer's use of third-party software is subject to the license terms that accompany the software.Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offedngspecificterms("Offer Specific Terms"). In case of Resale only:Should Customer procure any products or services for resale,whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms,services terms,and/or offer-specific terms in a written agreement with the end user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only:If Customer intends to enter into a financing arrangement("Financing Agreement")for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier("FS"),Customer may issue its purchase order to Supplier or to FS.If issued to FS,Supplier will fulfill and invoice FS upon confirmation that:(a)FS intends to enter into a Financing Agreement with Customer for this order;and(b)FS agrees to procure these Items from Supplier.Notwithstanding the Financing Agreement,Customer's use(and Customer's resale of and the end-user's use)of these items in the order is subject to the applicable governing agreement between Customer and Supplier,except that title shall transfer from Supplier to FS instead of to Customer.If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items,or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier,Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve:(a)use of U.S.Government funds;(b)use by or resale to the U.S.Government; or(c)maintenance and support of product(s)listed in this document within classified spaces.Customer further represents that this transaction does not require Supplier's compliance with any statute,regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California,a State Environmental Fee will be applied to Customer's invoice.Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. "DELL BUSINESS CREDIT(DBC);Offered to business customers by WebBank,who determines qualifications for and terms of credit. Taxes,shipping and other charges are extra and vary.The Total Minimum Payment Due is the greater of either$20 or 3%of the New Balance shown on the statement rounded up to the next dollar,plus all past due amounts.Dell and the Dell logo are trademarks of Dell Inc. Perna R nail MnAeotinn I P i 1 Q nnly (foil hAor4atinn 1 P ie Inr.tori t Tina naii%Atw RA.N Ctnn A17Q Prn,nri Pnnir TY 7AAA9 D 01, io,"oLUbc h rio I og ies A quote for your consideration Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision. To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order. Quoto No. 3000139542411.1 Sales Rep Cedric Wright Total $6,181.14 Phone (800)456-3355, 513240�0 Customer# 106497087 Ernail Cedric Wright @ Dell,com Quoted On Dec. 13, 2022 Billing To ACCODNTS PAYABLE Expires by Jean. 12, 2023 CITY OF NORTH RICHLAND HILLS Contract Code COOOOO0006841 PO BOX 820609 Customer Agreement# TX DIR-TSO-3763 NORTH RlCHLAND HILLS, TX Deal ID 18471905 76182-0609 Message from your Sales Rep, Please contact your Dell sales representative if you have any questions or when you are ready to place an order. Thank you for shopping with Dell! Regards, Cedric Wright ............... ................................. Product Unit Price Quantity Subtotal Precision 7820 Tower $6,181.14 1 $6,181�14 Subtotal: $6,181.14, Shipping: $0.00 Environmental Fee: $0.00 Non-Taxable Amount: $6,181.14 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $6,,181.14 Quantity Subtotal Precision 7820 Tower $6,181.14 1 $6,181.14 Estimated delivery if purchased today: Dec.29,2022 Contract#GOOOO00006841 Customer Agreement#TX DIR-TSO-3763 Description SKU Unit Price Quantity Subtotal Precision 7820 Tower XCTO Base 210-AMDT - 1 Intel Xeon Gold 5220R 2.2GHz,(4.OGHz Turbo,24C, 10.4GT/s 2UPI, 338-BWTI - 1 35.75MB Cache,HT(150W)DDR4-2666 1st) Heatsink for Single CPU 412-AAKK - 1 - CPU clip,assemble CPU with heatsink 575-BBPB - 1 Precision 7820 Tower 950W PCIe FlexBay Chassis CL FMX 321-BGUD - 1 - Nvidia RTX A4500,20GB,413P(Precision 7920R,7920T,7820, 490-BHSC 1 5820) 96GB 6x16GB DDR4 2933MHz RDIMM ECC Memory 370-AESM - 1 No Out-of-Band Systems Management 631-ABML - 1 - Intel NVMe PCIe SSD(Front PCIe FlexBay) 414-BBBV - 1 Intel Integrated controller(RST-e)with 1-2 Front FlexBay NVMe PCIe 321-BDWI 1 Drives Dell M.2 carrier 400-AVDR - 1 M.2 1 TB PCIe NVMe Class 40 Solid State Drive 401-ABJR - 1 Dell M.2 carrier 400-AVDR - 1 - M.2 1T13 PCIe NVMe Class 40 Solid State Drive 401-ABJR - 1 - 3.5"2TB 7200rpm SATA AG-Enterprise Hard Drive 400-BMLE - 1 No Hard Drive 400-AKZR - 1 8x Half-Height BD-RE Drive 429-AAUL - 1 Windows 10 Pro for Workstations(6 cores plus,Includes Windows 11 619-AQEC 1 - Pro License)English,French,Spanish No Hard Drive 400-AKZR - 1 No Hard Drive 400-AKZR - 1 No SATA RAID 780-BBCJ - 1 - Slim ODD bezel, 100%tie with slim ODD 325-BCUD - 1 - 8x DVD+1-RW 9.5mm Optical Disk Drive 429-ABDW - 1 - CMS Essentials DVD no Media 658-BBTV - 1 - GPT is 100%required for all order 411-XXYB - 1 GLOBAL OPTION UPDATE 00876242 580-ABIS - 1 No Microsoft Office License Included 658-BCSB - 1 No Additional Network Card Selected(integrated NIC included) 555-BBJO - 1 Intel®Dual Band Wireless AC 8265(802.11 ac)2x2+Bluetooth 555-BEVZ 1 - module Intel Dual Band Wireless AC 8265(802.11ac)2x2+Bluetooth 555-BEWB 1 module US Power Cord 470-AAKG - 1 Placemat 7820 Tower DAO 340-BYIW - 1 Resource DVD not Included 430-XXYU - 1 PAnca 9 nl ii 6/lorlrnfinn I D I I C nnly n-11 hAn,1-firm i D is lrx—fari f r)nn nmll%Ato,, AAa;l (Zfnn A1')G Pnimrf Dnrlr TY 7AAR? Not ENERGY STAR Qualified 387-BBBE - 1 Dell Optimizer for Precision 640-BBSC - 1 Firmware and Driver for Intel 8265 Wi-Fi+Bluetooth module 555-BEVY - 1 - Ship Material Tower 5820,7820 328-BCRU - 1 - SHIP,PWS,LNK,NO,NO,AMF 340-AEYP - 1 - Trusted Platform Module(Discrete TPM Enabled) 329-BBJL - 1 7820 Tower Regulatory Label(DAO) 389-CGJW - 1 - Performance Optimized 370-AAIP - 1 BIOS match checked back to factory 444-BBBG - 1 BIOS binary check enabled and verified 444-BBBS - 1 SupportAssist 525-BBCL - 1 Dell(TM)Digital Delivery Cirrus Client 640-BBLW - 1 Enable Low Power Mode 658-BBMQ - 1 Dell Developed Recovery Environment. 658-BCUV - 1 Dell Limited Hardware Warranty Plus Service 872-6702 - 1 ProSupport Plus Accidental Damage Service 4 Years 872-6763 - 1 ProSupport Plus Keep Your Hard Drive 4 Years 872-6771 - 1 - ProSupport Plus Next Business Day Onsite 4 Years 872-6779 - 1 - ProSupport Plus 7x24 Technical Support 4 Years 872-6787 Subtotal: $6,181.14 Shipping: $0.00 Environmental Fee: $0.00 Estimated Tax: $0.00 Total: $6,181.14 ppnL1 Q (fall hAor4otinn 1 0 1 1 C nnly (loll RA�rlrotinn 1 h is Inr7#orl 7t r)no nl ll 1A/.%t hilnR Ctnn Ql')G Onnnrl Onrlr TV 7RrR? Important Notes Terms of Sale This Quote will,if Customer issues a purchase order for the quoted items that is accepted by Supplier,constitute a contract between the entity issuing this Quote("Supplier")and the entity to whom this Quote was issued("Customer").Unless otherwise stated herein,pricing is valid for thirty days from the date of this Quote.All product,pricing and other information is based on the latest information available and is subject to change.Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors.Taxes and/or freight charges listed on this Quote are only estimates.The final amounts shall be stated on the relevant invoice.Additional freight charges will be applied if Customer requests expedited shipping.Please Indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax—Department@dell.com or ARSalesTax@emc.com,as applicable: Governing Terms:This Quote is subject to:(a)a separate written agreement between Customer or Customer's affiliate and Supplier or a Suppliers affiliate to the extent that it expressly applies to the products and/or services in this Quote or,to the extent there is no such agreement,to the applicable set of Dell's Terms of Sale(available at www.dell.com/terms or www.dell.com/oamterns),or for cloud/as-a- Service offerings,the applicable cloud terms of service(identified on the Offer Specific Terms referenced below);and(b)the terms referenced herein(collectively,the"Governing Terms").Different Governing Terns may apply to different products and services on this Quote.The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions:Customer's use of any Supplier software is subject to the license terms accompanying the software,or in the absence of accompanying terms,the applicable terns posted on www.Dell.com/eula.Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descdpbons.htm. Offer-Specific,Third Party and Program Specific Terms:Customer's use of third-party software is subject to the license terms that accompany the software.Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offedngspecificterms("Offer Specific Terms"). In case of Resale only:Should Customer procure any products or services for resale,whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms,services terms,and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only:If Customer intends to enter into a financing arrangement("Financing Agreement")for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier("FS"),Customer may issue its purchase order to Supplier or to FS.If issued to FS,Supplier will fulfill and invoice FS upon confirmation that:(a)FS intends to enter into a Financing Agreement with Customer for this order;and(b)FS agrees to procure these items from Supplier.Notwithstanding the Financing Agreement,Customer's use(and Customer's resale of and the end-user's use)of these items in the order is subject to the applicable governing agreement between Customer and Supplier,except that title shall transfer from Supplier to FS instead of to Customer.If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items,or if Customer falls to enter into such Financing Agreement within 120 days after shipment by Supplier,Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve:(a)use of U.S.Government funds;(b)use by or resale to the U.S.Government; or(c)maintenance and support of the product(s)listed in this document within classified spaces.Customer further represents that this transaction does not require Supplier's compliance with any statute,regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users In California,a State Environmental Fee will be applied to Customer's invoice.Supplier encourages customers to dispose of electronic equipment property. Electronically linked terms and descriptions are available in hard copy upon request. "DELL BUSINESS CREDIT(DBC):Offered to business customers by WebBank,who determines qualifications for and terms of credit. Taxes,shipping and other charges are extra and vary.The Total Minimum Payment Due is the greater of either$20 or 3%of the New Balance shown on the statement rounded up to the next dollar,plus all past due amounts.Dell and the Dell logo are trademarks of Dell Inc. Pnn0 d (loll hAorlrofinn 1 P 1 I C nnry (loll flAarlrofinn 1 P is lnrDforl of rinn naa Wow AAcil Rfnn Al')G Qnimrl P-1, TY?RF.R> My Account/ My Orders/Quote Details Need to modify your quote?Please contact your account rep. 420 Ninth Avenue January 06, 2023 New York,NY 10001 �;: Im Phone:212.329.750o Quote#1093395160 VNOTO•v[DLO•AVOfO www.bhphotovideo.com Need help with your order? Call us:800.606.6969 QUOTE DETAILS Expires:Feb 8'23 STOCK PRICE QTY SUBTOTAL ASUS BW-16D1X-U External Blu-ray In Stock $132.75 9 $1,194.75 Drive BH#ASBW16D1 XU ;,7 HP Color LaserJet Pro M283fdw In Stock $546.26 1 $546.26 Multifunction Printer BH#HEM283FDW StarTech 1:2 Standalone USB 2.0 Flash In Stock $123.25 5 $616.25 Drive Duplicator and Eraser(Black) BH#STSAUSBDUP12 HP LaserJet Enterprise M455dn Color In Stock $557.47 1 $557.47 Laser Printer BH#HEM455DN Samsung Q70A 55"Class HDR 4K UHD In Stock $812.64 9 $7,313.76 Smart QLED TV BH#SAQNSSQ70AA �— y- HP LaserJet Enterprise M607n In Stock $874.61 1 $874.61 Monochrome Laser Printer r BH#HEM607N � HP LaserJet Enterprise 700 M712dn In Stock $2,252.50 1 $2,252.50 E Monochrome Laser Printer BH#HEM712DN Fujitsu ScanSnap iX1600 Document In Stock $439.00 15 $6,585.00 Scanner(Black) BH#FUIX1600B Pearstone High-Speed HDMI Cable In Stock $10.77 9 $96.93 with Ethernet(Black,15') BH#PEHDA15 =lit Mount-Itl Full Motion Wall Mount for Special Order $127.49 9 $1,147.41 f�* 42 to 80"Displays BH#M01372 SHIP TO subtotal: $21,184.94 Rebecca Ciferri Shipping Free 6303 COMMERCE DR STE 100 FedEx Ground Delivery IRVING,TX,75063 Sales Tax $0.00 817-427-7078 Total $21,184.94 Order Order By Item L' Shopping Lists C-'.* Bulletin Board (t o Brand Identity [ My Files Subscriptions Account:31970419 0 Shopping Cart Continue Shopping -}— HIP LaserJet Pro M283fdw Wireless Color Delivery QTY $2,735.88 Laser All-In-One Printer Estimated delivery 6 $455.98 each Item#9287574 3-5 business days Entered Item#9287574 Add Accident Coverage Learn More Select Accident Coverage V Order Summary Subtotal $2,735.88 Estimated Tax $0.00 Estimated Delivery FREE Total (1 Item) $2,735.88 Need Sanitizer? Germ Attack Germ Defense Antibacterial Gel - Hand Sanitizer,Unscented,1 Gallon,Case Of 4 + Ir Bottles and 4 Pumps s x f $15.00 case Add To Cart FREE SHIPPING FOR ALL ORDERS OVER$250 �rar�rao�A�r u° a ORDER DETAILS PRODUCT TOTAL 10pc Mega Kit NX3 Triple-Layer CYBER Fabric Faraday Bags x 3 $704.97 Subtotal: $704.97 Shipping: Free shipping Payment method: Credit Card(Stripe) TOTAL: $704.97 FARADAY FABRICS JACKET- NESTS T.R.A.P. FArI . . . :_ PPRPOAY Faraday defense Corp is a U.S.based SAM certified materials company. 5912 Venture Park Dr Kalamazoo,MI 49009 United States 0 Phone:+1-800-748-6052 0 Email:sales@faradaydefense.com 62B Information Company Business Sales Privacy Policy Affiliate Program Services Returns About Logistic Packaging Terms&Conditions Contact Distributors Legal Notice Careers Berry Compliant Cage Code:81YQ5 +1.800.748.6052 Government UEI:NXKLLN685LE5 Latest News FARADAY DEFENSE @ Since 2014 f ® +ts / //.Rh'arh rir �I.P I cslcphonc 1 nc /k// Wal I C/e f ar l"rswn,l Rock IC s /8882 IIII v March 24,2020 Dear Customer, Dell Marketing LP is a wholly owned subsidiary of Dell Technologies Inc., a publicly traded business entity since December 2018. Because of this 1295 forms are no longer applicable. This is publicly available information and is posted on the SEC website, for a SEC reference document please see the following that lists all subsidiaries of Dell Technologies, Inc. as of the date specified: https://www.sec.gov/Archives/edgar/data/1571996/000157199619000008/exhibit 211 020119.htm T>g,w� 5ta-6c4a- Dennis Brabandt Dell Marketing L.P. Contract Program Manager DMI wjoiwr ommuni ifi>n >nNdenfiml IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Authorize the purchase of fifteen (15) bullet-resistant shields from GT Distributors in the amount of$61,974.44 using FY2023 Bullet-Resistant Shield Program Grant 4631601 Funding through the Office of the Governor's Criminal Justice Division. PRESENTER: Jimmy Perdue SUMMARY: The Office of the Governor's Criminal Justice Division (CJD) announced the FY2023 Bullet- Resistant Shield Program Grant authorized by Budget Execution Order proposed by the Legislative Budget Board and ratified by Governor Abbott on June 28, 2022. The police department was notified that funds have been authorized for the purchase of fifteen (15) bullet-resistant shields capable of stopping both common rifle and handgun rounds. GENERAL DESCRIPTION: The purpose of the FY2023 Bullet-Resistant Shield Program Grant is to equip peace officers with bullet-resistant shields. Funds may only be used for obtaining bullet-resistant shields compliant with the National Institute of Justice (NIJ) Level III, III+, or IV. Funding was prioritized by peace officers contracted by school districts and/or other peace officers that may respond to school safety emergencies. These ballistic shields will be issued to school resource officers assigned to Birdville Independent School District and to on-duty patrol officers who will be the primary emergency responders to those schools without an SRO present. An informal request for bid was made for fifteen (15) full-size Level III ballistic shields allowable under the grant regulations. Three bids were received with GT Distributors, Inc. response being the lowest using the Texas Shield Grant Program FY2023 pricing. Staff is requesting authorization to purchase fifteen (15) rifle resistant ballistic shields from GT Distributors, Inc. in the amount of $61,974.44. The purchase will be 100% grant funded using FY2023 Grant 4631601 funding. RECOMMENDATION: IrLp NOKTH KICHLAN HILLS Authorize the purchase of fifteen bullet-resistant shields from GT Distributors in the amount of $61,974.44 using FY2023 Bullet-Resistant Shield Program Grant 4631601 Funding through the Office of the Governor's Criminal Justice Division. Quote QTE0167010 Date 2/2/2023 Pane- 1 GT Distributors -Austin 1124 New Meister Ln., Ste 100 Odd 101so Pflugerville TX 78660 v1S (512) 451-8298 Ext. 0000 Bill To: Ship To: North Richland Hills North Richland Hills Attn: Purchasing Division 4301 City Point Dr PO Box 820609 Attn: Sgt. Blake Rich North Richland Hills TX 76182 PO #: North Richland Hills TX 76180 Purchase Order No. Customer ID Sales erson ID:]Shippinci Method Payment Terms ea Ship Date Master No. RICH 17JAN23 PTA 1001655 1 MPH IFACTORYDIRECT INET15 0/0/0000 21701,592 Quantity Item Number Description UOM Unit Price Ext. Price 15 PTA-1150465* Protech Nato 2 Shield Enhanced 20x34 EA $4,081.63 $61,224.45 1 NOTES: Texas Shield Grant Program FY2023 EA $0.00 $0.00 Quote is valid through 15 April 2023. Please, reference quote number on PO. Freight may vary with quantity changes or lift-gate requirements. QUOTE IS GOOD FOR 30 DAYS. IN ORDER TO RECEIVE QUOTED PRICE Subtotal $61 224.45 PLEASE PRESENT A COPY OF QUOTE AT POINT OF SALE IN STORES OR Misc $0.00 REFERENCE QUOTE NUMBER ON PO OR REQUISITION Tax $0.00 Rich, Blake Frei ht $749.99 brich@nrhtx.com Total $61,974.44 Your salesperson was James. We appreciate your business! NON-COLLUSION AFFIDAVIT OF BIDDER State of TEXAS County of TRAVIS "I'll",................................................................................--------------------- DAVID CURTIS verifies that: -11.1" '-,... ........................................................................-- (Name) (1) He/She is owner,partner, officer, representative, or agent of G T DISTRIBUTORS, INC, has submitted the attached . ............................................................................................... bid: (Company Name) (2) He/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 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 sham bid in connection with attached bid and the price or prices quoted herein are fair and proper. ....... ......... ..................................................................................................................................................... SIGNATURE D AVID CURT I S PRINTED NAME Subscribed and sworn to before me this 3 Day of FEBRUARY 2023, .. .... -------------------------- ........................... No r, PUBLIC in and for 4 NANCY L KERN Notary ID#126940916 MY Commission Expji es TRAVIS County, Texas. june 23, 2025 ........................................ My commission expires: THIS FORM MUST BE COMPLETED, NOTARIZED AND SUBMITTED WITH BID 22 BID CERTIFICATION 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 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; G T DISTRIBUTORS, INC. ADDRESS: 1124 NEW MEISTER LN., STE 100 ----------------- CITY, STATE &ZIP:.. PFLUGERVILLE, TX 78660 TELEPHONE: 512-451-8298 FAX 800-480-5845 EMAIL: txbids@gtdist.com ......,,...._.. ...................... � " SIGNATURE: - PRINTED NAME: DAVID CURTIS DATE: 02/03/2023 23 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity m `This questionnaire reflects changes made to the law by H.B. 23, 84thLog, Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received has a business relationship as defined by Section 176001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after die date Hie vendor becomes aware of facts that require the statement to be filed. 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 relatlonship with local governmental entity. G T DISTRIBUTORS, INC. Check p ethis box questionnaireuare with the a s g y � business r 2 update to a previously filed questionnaire.(The law requires that you file an updated appropriate film authority not later than the 7th day after the date on which you became aware that the originally filed questionnaire was Incomplete or Inaccurate) 3 Name of local government officer about whom the information is being disclosed, N/A ..._.... ...... Name of Officer r ��mmmmm m .�.. ........ 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? Yes 0 No B Is the vendor receiving or likely to receive taxable income,other than investment income,from or at 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? Yes No es, each employment moment or business relationship that the vendor named in Section 1 maintains it r W orpo io T s p y p.................................. ....... 'ntains 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. B ,. Checkthis box if the vendor has given the local government officer or afamily member of the officer one or more gifts as described in Section 176003(a)(2)(B), excluding gifts described In Section 176.003(a-1) 7 �a 02/03/2023 ...�.�. „5g"," irtu h a.ri W�k�u ur,��.uf rG'9ir'i, y�.w5�h k�N.l k,Me�VVi r�.��r .'a9Nxa�wigrr"'iriull unrily •. •,,. Date� ._.... _......- Form provided by Texas Ethics Commission � � � www.ethics state to us Revised 1 113 0/2 0 1 5 27 North Richland bills LEVEL III FULL SIZE BALLISTIC SHIELDS Tuesday,January 17,2023 UOM(EA) UNIT COST GT DISTRIBUTORS,INC. PRIMARY ARMS,LLC GALLS (TOTAL COST) (TOTAL COST) (TOTAL COST) PROTECH NATO 2 SHIELD ENHANCED 2004 (TEXAS SHIELD GRANT PROGRAM FY2023) 15.00 $ 4,081.63 $ 61,224.45 UNITED SHIELD INTERNATIONAL STANDARD RIFLE SHIELD LEVEL III WITH VIEW PORT(24X36) 15.00 $ 5,712.00 $ 85,680.00 LAW ENFORCEMENT ONLY PBE VANGUARD-L LEVEL 111 21X36 V/VIEWPORT,NO LIGHT BALLISTIC SHIELD 15.00 $ 69851.09 $ 1029766.35 Purchasing Manage 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 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 _W_.._. ..... . ._._.... _._....._...............-...............WW.........................._.........._............................................. _. _._.... .... . ... _ __....._._ 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2023-974191 G T DISTRIBUTORS, INC. PFLUGERVILLE,TX United States Date Filed: ..--_.-- �. . h._._.� . 01/20/2023 2 u Name of governmental entity or state agency that is a party to the t contract. for whi--c h h th.e form. is being filed. North Richland Hills Police Department 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. QTE0167010 SHIELD$ - _.___._ _.........._.. _.. _._.. _. _._.-...... ...... Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party, __ .__.....R..N........C"L...�.R..A..-10" I..._..._.. .._............... ............. _...._....... ...,, „� �_.._�_ .._ ._�_._ .......� �...�.........�... 6 UNSWORN DECLARATION DAVID C My name is --- URTIS.-. ------ ---- . .. and my date of birth is My address is__---___ 1124-NEW MEISTER LN �..��..STE 100 PFLUGERVILLE TX 78660 USA ......� .................._..-------- ..................--- ......... (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in TRAVIS county, State of,TEXAS on the day of JANUARY 20 23 --------- (month) (year) ....... .. ._...-..............._... Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www ell lics,st<tl� Ax.us Version V3.5.1.3at:98hc0 Last updated by David Curtis on Feb 25,2022 at 04:21 PM G T DISTRIBUTORS,INC. JUM" SAKGOV" G T DISTRIBUTORS, INC. Unique Entity ID CAGE/NCAGE Purpose of Registration D32KV5FGFZ51 113MY6 All Awards Registration Status Expiration Date Active Registration Feb 25,2023 Physical Address Mailing Address 1124 New Meister LN#100 1124 New Meister LN#100 Pflugerville,Texas 78660-6937 Pflugerville,Texas 78660 United States United States Doing Business as Division Name Division Number (blank) Gt Distributors,Inc (blank) Congressional District State/Country of Incorporation URL Texas 10 Texas/United States http:/twww.gtdist.com/ Registration Dates Activation Date Submission Date Initial Registration Date Mar 4,2022 Feb 25,2022 Sep 27,2001 Entity Dates Entity Start Date Fiscal Year End Close Date Apr 1,1972 Apr 30 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation Registrants in the System for Award Management(SAM)respond to the Executive Compensation questions in accordance with Section 6202 of P.L.110-252,amending the Federal Funding Accountability and Transparency Act(P.L.109-282).This information is not displayed in SAM.It is sent to USAspending.gov for display in association with an eligible award.Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management(SAM)respond to proceedings questions in accordance with FAR 52.209-7,FAR 52.209-9,or 2.C.F.R.200 Appendix XII.Their responses are not displayed in SAM.They are sent to FAPIIS.gov for display as applicable.Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No I authorize my entity's non-sensitive information to be displayed in SAM public search results: Yes Business Types Entity Structure Entity Type Organization Factors Corporate Entity(Not Tax Exempt) Business or Organization (blank) Profit Structure For Profit Organization https:llsam.govlenriry/D32KV5FGFZ5]lcoreData?status=Acttve Page I of t Last updated by David Curtis on Feb 25,2022 at 04:21 PM G T DISTRIBUTORS,INC. Socio-Economic Types DOT Certified DBE Check the registrant's Reps&Carts,if present,under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern.Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Accepts Credit Card Payments Debt Subject To Offset Yes No EFT Indicator CAGE Code 0000 1 BMY6 Electronic Business R P.O.Box 16080 DAVID CURTIS,FEDERAL SALES/BIDS Austin,Texas 78761 United States DEEDEE ORR P.O.Box 16080 Austin,Texas 78761 United States Government Business R PO Box 16080 WILLIAM J ORR.JR,PRESIDENT Austin,Texas 78761 United States DAVID CURTIS 2545 Brockton DRIVE,Suite 100 Austin,Texas 78758 United States NAICS Codes Primary NAICS Codes NAICS Title Yes 453998 All Other Miscellaneous Store Retailers(Except Tobacco Stores) 423120 Motor Vehicle Supplies And New Parts Merchant Wholesalers "1310 Automotive Parts And Accessories Stores "8190 Other Clothing Stores This entity does not appear in the disaster response registry. https:llsam.govlenriry/D32KV5FGFZ5]lcoreData?status=Acttve Page 2 of 2 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Consider Resolution No. 2023-013, authorizing the City Manager to execute a Regional Asset Transfer Addendum with the City of Fort Worth to transfer equipment purchased by the City of North Richland Hills using TAG Grant #2848908 funds. PRESENTER: Jimmy Perdue, Director of Public Safety SUMMARY: The City of North Richland Hills ("NRH") serves as the fiduciary and grant recipient for the FY2023 North Texas Anti-Gang Center ("TAG") Project Grant. The grant award includes funding for the purchase of pre-approved equipment using TAG Grant #2848908 funds and the subsequent transfer of ownership and responsibility of the assets to the City of Fort Worth ("Fort Worth"), a TAG Constituent Agency. GENERAL DESCRIPTION: NRH will be purchasing the following equipment using TAG Grant #2848908 funds: Covert recording device-$10,480 Covert recording device-$395 DVR with Wi-Fi -$395 Disguised DVR with Wi-Fi -$395 8 Ballistic Vests Level IIIA and accessories -$22,518.30 This equipment will be purchased by NRH from multiple vendors in accordance with the City's approved purchasing policies. None of the purchases are collectively over $50,000 with a single vendor. Upon execution of a Regional Asset Transfer Addendum, NRH will transfer ownership and responsibility of the listed assets to Fort Worth. As the receiving jurisdiction, Fort Wort agrees to maintain compliance with the laws, rules and regulations of the grant, including compliance with all state and federal grant eligibility requirements as outlined in the addendum. RECOMMENDATION: Approve Resolution No. 2023-013, authorizing the City Manager to execute a Regional Asset Transfer Addendum with the City of Fort Worth to transfer equipment purchased by the City of North Richland Hills using TAG Grant #2848908 funds. RESOLUTION NO. 2023-013 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AUTHORIZING EXECUTION OF A REGIONAL ASSET TRANSFER ADDENDUM WITH THE CITY OF FORT WORTH FOR THE PURCHASE OF EQUIPMENT BY THE CITY OF NORTH RICHLAND HILLS USING NORTH TEXAS ANTI-GANG CENTER GRANT FUNDS WHEREAS, The City of North Richland Hills, Texas possesses legal authority to enter into a Regional Asset Transfer Addendum ("Addendum") with the City of Fort Worth ("Fort Worth") to facilitate the transfer of ownership and responsibility for pre- approved equipment ("Asset(s)") purchased with allocated funds awarded under the FY2023 North Texas Anti-Gang Center Project Grant#2848908; and WHEREAS, Both parties acknowledge that all rights, title, interest, ownership, and responsibility for the Asset(s) shall vest with Fort Worth upon completion of transfer of the Asset(s) and execution of this Addendum; and, WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills that we request the attached Addendum be executed; and 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 City Council of the City of North Richland Hills hereby authorizes and approves the Addendum to facilitate the transfer of ownership and responsibility for Asset(s) purchased with allocated funds awarded under the FY2023 North Texas Anti-Gang Center Project Grant #2848908. SECTION 3. The City Council of the City of North Richland Hills hereby authorizes and approves the City Manager to execute the Regional Asset Equipment Transfer Addendum with Fort Worth. SECTION 4. 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 of North Richland Hills in conflict herewith are hereby amended or repealed to the extent of such conflict. Resolution No.2023-013 Page 1 of 2 PASSED AND APPROVED this 13th day of February, 2023. CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia McGinnis, City Attorney APPROVED AS TO CONTENT: Jimmy Perdue, Director of Public Safety Resolution No.2023-013 Page 2 of 2 "RM CITY OF NORTH RICHLAND HILLS January 12, 2023 City of Fort Worth 505 W Felix St Fort Worth TX 76115 RE:Letter of Intent to execute Regional Asset Transfer Addendum for the North Texas Anti-Gang Center Local Administrative Agreement. This Letter of Intent confirms a preliminary agreement between the City of North Richland Hills ("NRH") and the City of Fort Worth ("Receiving Jurisdiction/Agency"),with respect to receiving and transferring ownership and responsibility of Asset(s) purchased with State Grant 2848908 Funds as defined in the Local Administrative Agreement Between the Constituent Agencies of the Texas Anti- Gang Center—North Texas (the "Agreement"). The Receiving Jurisdiction/Agency confirms its intention to execute and agree in writing to terms and conditions set forth in the Regional Asset Transfer Addendum to the Agreement (the "Addendum"), accepting the transfer and ownership of the following asset(s)following purchase by NRH: Oculus NXTGEN Oculus Recorder,Wi-Fi 2.4GHz15GHz(32GB), 10x10rrmm Color Enhanced Camera Disguised Coffee Cup Lid DVR with Wi-Fi -Instant One Button Recording, Highly Concealed Lens Power Bank DVR with Wi-Fi Disguised 900 Phone DVR with Wi-Fi Receiving Jurisdiction/Agency confirms and acknowledges that it has been provided a copy of the Addendum and has been provided an opportunity to review and request modifications to the Addendum, including review by its legal counsel as needed. The Receiving/Jurisdiction Agency will execute the Addendum upon final approval by its governing body or other officer who has authority to execute agreements on its behalf. Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO.PD0016.-20221213 Page 1 of 3 R O, Box 206 * Noith Rich�aimd H!11ld, �'exe 7 1 06 9 p4mm CITY OF NORTH RICHLAND DILLS AGREED BY: City of Fort Worth 505 W Felix St Fort Worth TX 76115 By: 5ignature Fernando Costa,Assistant City Manager Printed Name and Title Date J a n 13, 2023 Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO.PD0015_20221213 Page 2 of 3 .C. III3ox 82060 * NNth 'i:alMand p..°lift,1�exas'710°82° 1� 60 430'l City Flc�'at Dive * 8174277000 - FAX 817-4 '7...7'0 fw 11%jFt.m CITY OF NORTH RICHLAND HILLS Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO.PD0016 20221213 Page 3 of 3 P,,O. Box 820609 * With th II�::;tk:,Naind P 41i,VPe,j'exas 76162.-0609 4301 at2 P6rt Dvive * 21'7...227°..:7`000 :�!X 817-427-7066 "MM CITY OF NORTH RICHLAND HILLS January 26, 2023 City of Fort Worth 505 W Felix St Fort Worth TX 76115 RE: Letter of Intent to execute Regional Asset Transfer Addendum for the North Texas Anti-Gang Center Local Administrative Agreement. This Letter of Intent confirms a preliminary agreement between the City of North Richland Hills ("NRH") and the City of Fort Worth("Receiving Jurisdiction/Agency"), with respect to receiving and transferring ownership and responsibility of Asset(s) purchased with State Grant 2848908 Funds as defined in the Local Administrative Agreement Between the Constituent Agencies of the Texas Anti- Gang Center—North Texas (the "Agreement"). The Receiving Jurisdiction/Agency confirms its intention to execute and agree in writing to terms and conditions set forth in the Regional Asset Transfer Addendum to the Agreement (the "Addendum"), accepting the transfer and ownership of the following asset(s)following purchase by NRH: 8 Ballistic Vests Level IIIA and accessories @$22,518.3 0 Receiving Jurisdiction/Agency confirms and acknowledges that it has been provided a copy of the Addendum and has been provided an opportunity to review and request modifications to the Addendum, including review by its legal counsel as needed.The Receiving/Jurisdiction Agency will execute the Addendum upon final approval by its governing body or other officer who has authority to execute agreements on its behalf. Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO. PD0016_20221213 Page I of 2 FN,0.. Box 620600 * ➢'�4orlh Richland IKHs,Texas 76182-0609 4301 (.-;lty Point Drive * 617-427-7000 * FAX 817-427 7066 1114MM CITY OF NORTH RIC LAAND HILLS AGREED BY: City of Fort Worth 505 W Felix St Fort Worth TX 76115 By: Signature Fernando Costa,Assistant City Manager Printed Name and Title Date J a n 30, 2023 Texas Anti-Gang Center-Letter of Intent CA-CONTRACT NO.PD0016_20221213 Page 2 of 2 01 *• North ichia id H%,1''e as. IV;:'.w . �',i��'i ,� 2�9ta ""9 �" �6182-060'2 4 Point Drive A �B�rt°t'..�&"�'�;r',.�'00 *.� FAX R1�;�- ��" -71066 36t t`it, REGIONAL ASSET TRANSFER ADDENDUM LOCAL ADMINISTRATIVE AGREEMENT BETWEEN THE CONSTITUENT AGENCIES OF THE TEXAS ANTI-GANG CENTER—NORTH TEXAS The agencies designated as Constituent Organizations to the Local Administrative Agreement Between the Constituent Agencies of the Texas Anti-Gang Center—North Texas are: City of Arlington by and through its Police Department U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms, and Explosives, Dallas Field Division Dallas County District Attorney's Office City of Dallas by and through its Police Department U.S. Department of Justice, Drug Enforcement Administration, Dallas Division U.S. Department of Justice, Federal Bureau of Investigation, Dallas Division City of Fort Worth by and through its Police Department U.S. Department of Homeland Security, U.S. Immigration and Customs Enforcement, Homeland Security Investigations, Dallas Field Office City of Irving by and through its Police Department City of North Richland Hills by and through Police Department Tarrant County Criminal District Attorney's Office Texas Department of Public Safety, Region 1 Texas Alcoholic Beverage Commission Tarrant County Sheriff's Office City of Denton by and through its Police Department City of Plano by and through its Police Department For convenience, the Constituent Organizations may be referred to collectively as "parties" and individually as a"party," and the Texas Anti-Gang Center—North Texas as "TAG Center." RECITALS: WHEREAS, the parties hereto in 2016 entered into a Local Administrative Agreement Between the Constituent Agencies of the Texas Anti-Gang Center—North Texas ("LAA"); and WHEREAS,ultimate governance of the TAG Center is vested in an Executive Board("Board")comprised of the principal of each of the parties, each having an equal vote on all matters coming before the Board; and WHEREAS, the LAA expires on September 30, 2023 ("Term"); and North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 1 of 6 WHEREAS, the Board has authority to take any action with respect to the TAG Center that is not inconsistent with the LAA and applicable law; and WHEREAS, this Regional Asset Transfer Addendum ("Addendum") is intended to amend and supplement the LAA by approving the use of Texas Anti-Gang Center Grant No. 2848908 Funds awarded by the Office of the Governor of Texas Public Safety Office, Criminal Justice Division and Homeland Security Grants Division (the "TAG Grant Funds") for the purpose of purchasing products, equipment or property (collectively the "Asset(s)) on behalf of Constituent Organizations; and WHEREAS, the City of North Richland Hills by and through its Police Department ("Recipient"), pursuant to the LLA, is the recipient of the TAG Grant Funds, acts as fiduciary for all parties in making purchases using TAG Grant Funds on behalf of the Constituent Organizations; and WHEREAS, for purposes of this Addendum, the Constituent Organization benefitting from the expenditure of TAG Grant Funds per this Addendum will be referred to as the "Receiving Jurisdiction/Agency;" and WHEREAS,this Addendum sets forth the terms, conditions and understanding between the Recipient and the Receiving Jurisdiction/Agency with respect to receiving and transferring ownership and responsibility of Asset(s)purchased with State and/or Federal Grant Funds as defined in the LAA; NOW THEREFORE,the Receiving Jurisdiction/Agency listed below hereby agrees and accepts the terms set forth below herein in this Addendum: 1. By majority vote of the Board at a duly called Board meeting held on the Receiving Jurisdiction/Agency listed below is authorized to request that the Recipient utilize TAG Grant Funds to purchase Asset(s) on behalf of the Receiving Jurisdiction/Agency for the purpose of carrying out the mission of the TAG Center: Name of Receiving Jurisdiction/Agency: Jurisdiction/Agency Principal Address: Brief description of the Asset(s): Amount of Expenditure: Authorized Jurisdiction/Agency Contact: Jurisdiction/Agency Contact Email Address: Jurisdiction/Agency Contact Phone Number: Grant Funding Period: September 1, 2022-August 31, 2023. Any Asset(s)purchased after this date shall not be eligible for transfer to Receiving Jurisdiction/Agency. North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 2 of 6 2. Following the purchase and receipt of the Asset(s) by Recipient, ownership of the Asset(s) shall be transferred to the Receiving Jurisdiction/Agency via execution of this Addendum. 3. By execution of this Addendum, the Recipient certifies that the Asset being transferred was acquired through the expenditure of Grant Funds, TAG Grant 42848908, awarded to the Recipient. 4. The Receiving Jurisdiction/Agency certifies that it has received a copy of the Grantee Conditions and Responsibilities Memo (Attachment A) has knowledge of, and is in compliance with the laws, rules and regulations of the Grant, including compliance with all state and federal grant eligibility requirements. The Receiving Jurisdiction/Agency further certifies that it has received a copy of the Recipient's Grant Award (Attachment B) and agrees to be bound by all the contract covenants and exhibits to the Recipient's award and any modifications or amendments to that award. 5. Recipient certifies that all Grant Award documents and amendments are included in Attachment C. 6. Recipient and Receiving Jurisdiction/Agency further certify that they have been duly authorized and empowered by their governing body to enter into this Addendum. Both parties acknowledge that all rights, title, interest, ownership, and responsibility for the Asset(s) shall vest in the Receiving Jurisdiction/Agency upon completion of transfer of the Asset(s) and execution of this Addendum. 7. The Asset(s)being transferred must include all of the following information as set forth in Attachment D: 1. Grant Year/Program 2. CFDA Number 3. eGrants Grant Number 4. Source 5. Description 6. Serial Number or Identification Number 7. Who Holds the Title to the Property 8. Acquisition Date 9. Cost 10. % of Federal Participation 11. Location 12. Use 13. Condition 14. Disposition Data 15. Special Property Provision (i.e., for purchase of a K-9 animal or other special North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 3 of 6 purchases): Complete this section if the Asset(s) is not considered equipment or products. Please include description of the property being transferred, and any special requirements for maintenance or care of the property. 8. Responsibilities of Recipient: The Recipient agrees to notify Receiving Jurisdiction/Agency of any known modifications to applicable award requirements within 15 business days of receipt. 9. Responsibilities of Receiving Jurisdiction/Agency: The Receiving Jurisdiction/Agency agrees to: • Take full possession, ownership and responsibility for the Asset upon completion of the transfer • Maintain compliance with the requirements of federal and state granting agencies • Maintain all aspects of the Asset including property records, physical inventory, control system, maintenance procedures, records retention, disposition, and comply with all grant requirements referring to the Equipment Inventory Requirements (Attachment C) • Maintain appropriate levels of property insurance as needed to protect the Asset • Make available to federal and state granting agencies or the Texas State Auditor's Office, or designees of these agencies, any equipment items and related records upon request • Ensure the Recipient is notified in writing when equipment is disposed of by the receiving entity in accordance with 2 CFR 200.313 (e) and the Uniform Grant Management System (UGMS), Subpart C, Section 32 (e) Disposition • Ensure the equipment is maintained in good working order • Ensure a physical inventory is conducted for the Asset(s)every 2 years • Ensure the Asset is used only as allowable under the Grant • Ensure any deployable equipment will be made available during an event requiring a regional, statewide, or national response • Ensure proper disposition of the Asset in accordance with applicable state and federal laws once it has reached its useful life and/or is declared surplus or deemed no longer in use. • Provide care for any special property purchases in accordance with requirements set forth in this Addendum 10. By execution of this Addendum, and acceptance of Assets purchased with TAG Grant Funds, the Receiving Jurisdiction/Agency agrees that purchase of Asset(s) using false or misleading information North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 4 of 6 provided by the Receiving Jurisdiction/Agency shall constitute misuse of the TAG Grant Funds and the Receiving Jurisdiction/Agency will be responsible for repayment of the TAG Grant Funds used to purchase the Asset(s) as required by and within the time frame designated by the Recipient, the Department of Justice and/or the Texas Governor's Office, respectively. 11. This Regional Asset Transfer Addendum shall become effective upon signature by an authorized official, or person with signatory authority,from each parry to this Addendum, and may be modified, or terminated upon mutual written consent of both authorized officials. 12. Except as herein amended, the terms and conditions of the LAA shall continue in full force and effect. 13. THIS ADDENDUM,AND ANY AND ALL ATTACHMENTS HERETO, SHALL CONSTITUTE THIS ENTIRE ADDENDUM, SHALL BE INCORPORATED INTO THE LOCAL ADMINISTRATIVE AGREEMENT BETWEEN THE CONSTIUENT AGENCIES OF THE TEXAS ANTI-GANG CENTER — NORTH TEXAS AGREEMENT, AND SHALL TAKE EFFECT UPON APPROVAL OF THE GOVERNING BODY OF EACH PARTY TO THIS ADDENDUM AND EXECUTION BY EACH AUTHORIZED REPRESENTATIVE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS ADDENDUM AND THE LAA, THIS ADDENDUM SHALL CONTROL. CERTIFIED AND AGREED BY: CITY OF NORTH RICHLAND HILLS: RECIPIENT 4301 City Point Drive North Richland Hills, Texas 76180 ATTEST: By: By: Mark Hindman, City Manager Alicia Richardson, City Secretary Chief Governance Officer Date: Date: APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Nazue of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 5 of 6 CERTIFIED AND AGREED BY: NAME OF RECEIVING JURISDICTION/AGENCY: Street Address, City, State, Zip By: Signature Printed Name and Title Date North Texas Anti-Gang Center CA-CONTRACT NO.P130013_20221102 Regional Asset Transfer Addendum- [Name of Receiving Jurisdiction/Agency] Texas Anti-Gang Center—North Texas Page 6 of 6 RESOLUTION NO. 2022-015 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS AUTHORIZING THE APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S HOMELAND SECURITY DIVISION FY2023 NORTH TEXAS ANTI-GANG CENTER, GRANT #2848908 SERVING AS THE FIDUCIARY AND SPONSORING AGENCY WHEREAS, The City of North Richland Hills, Texas possesses legal authority to apply and make appointments for the conduct of business relative to the Governor's Office Homeland Security Division (HSD) FY2023 North Texas Anti-Gang Center, Grant #2848908; and WHEREAS, The law enforcement agencies in the North Texas region desire to continue the North Texas Anti-Gang Center in its mission to combat gang violence in the Metroplex and surrounding areas through the coordination of gang prevention, intervention, and suppression activities; and WHEREAS, The City of North Richland Hills, as grantee, will coordinate and manage the grant, to include payment and reimbursement of expenditures necessary to continue the multi-agency North Texas Anti-Gang Center in operational status, and will receive reimbursement for administrative costs for time and resources dedicated to the grant and a maximum $10% of eligible modified total direct costs in the FY23 grant application; and, WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills that we request the funds available under this Program and to serve as a fiduciary and sponsoring agency for the grant; and, NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: SECTION 1. The City Council of the City of North Richland Hills 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 City Council of the City of North Richland Hills hereby authorizes and approves the submission of the application and acceptance if awarded for the Texas Governor's HSD FY2023 North Texas Anti-Gang Center Program Grant #2848908. SECTION 3. The City Council of the City of North Richland Hills designates Public Safety Director Jimmy Perdue as the grantee's authorized official, with the Resolution No. 2022-015 Page 1 of 2 power to apply for, accept, reject, alter or terminate the funding request on behalf of the applicant agency. SECTION 4. The City Council of North Richland Hills agrees that the loss or misuse of HSD funds or failure to comply with all HSD award requirements may result in suspension or termination of award funds, the repayment of award funds, and/or other remedies available by law. SECTION 5. That 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. PASSED AND APPROVED on this 7t" day of March, 2022. 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: Jimmy Perdue, Public Safety Director Resolution No. 2022-015 Page 2 of 2 Office of the Governor Public Office Criminal Justice Division & Homeland Security Grants Division Grantee Standard Conditions and Responsibilities September 2021 Grantee Standard Conditions and Responsibilities Office of the Governor Abut This Document In this document, grantees (also referred to as subrecipients) will find state and federal requirements and conditions applicable to grant funds administered by the Office of the Governor (OOG). These requirements and conditions are incorporated into the Grant Agreement accepted by a grant's Authorized Official. These requirements are in addition to those that can be found on the eGrants system—including the Grant Application and Grant Award—or in documents identified there,to which grantees agreed when applying for and accepting the grant. Other state and federal requirements and conditions may apply to your grant, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code; Title 34, Part 1,Chapter 20,Subchapter E, Division 4 of the Texas Administrative Code;the Texas Grant Management Standards (TxGMS) published by the Comptroller of Public Accounts; the state Funding Announcement or Solicitation under which the grant application was made; for federal funding, the Funding Announcement or Solicitation under which OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice(DOJ),the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the grantee. It is important for grantees to review all of these policies to successfully manage their grant, maintain eligibility for funding, and avoid violating the terms of the Grant Agreement, any of which could result in the revocation of funding or other actions. For clarification or further information, please see the Guide to Grants and other support materials at or contact the grant manager assigned to the relevant grant. If no grant manager has been assigned,please contact the eGrants help desk via email at:eGrantsPgov.texas.gov, or via telephone at: (512)463-1919 or dial 7-1-1 for relay services. 1"1 e 1 Grantee Standard Conditions and Responsibilities Office of the Governor `1�"&Ie of Contents AboutThis Document......................................................................................................................................................1 1 Grant Agreement Requirements and Conditions.................................................................................................5 1.1 Applicability of Grant Agreement and Provisions....................................................................................5 1.2 Legal Authority to Apply................................................................................................................................5 1.3 Amendments and Changes to the Grant Agreement................................................................................5 1.4 General Responsibility....................................................................................................................................6 1.5 Terms and Conditions......................................................................................................................................6 1.6 Special Conditions............................................................................................................................................6 1.7 Public Information.............................................................................................................................................6 1.8 Remedies for Non-Compliance......................................................................................................................7 1.9 False Statements by Grantee........................................................................................................................8 1.10 Conflict of Interest Safeguards......................................................................................................................8 1.11 Fraud,Waste, and Abuse..............................................................................................................................9 1.12 Dispute Resolution.......................................................................................................................................... 10 1.13 Funds Limited by Agreement and Subject to Availability..................................................................... 1 1 MATermination of the Agreement.................................................................................................................... 11 1.15 Communication with Grantee...................................................................................................................... 12 1.16 Limitation of Liability.................................................................................................................................... 12 1.17 Liability for Taxes......................................................................................................................................... 12 1.18 Force Majeure................................................................................................................................................ 13 1.19 Debt to State.................................................................................................................................................. 13 1.20 Grantee an Independent Contractor......................................................................................................... 13 1.21 No Assignment of Rights or Obligations................................................................................................... 13 1.22 Funds Are for Sole Benefit of Grantee..................................................................................................... 14 1.23 Permission for Use of OOG Name and Labeling................................................................................... 14 1.24 Acknowledgement of Funding and Disclaimer......................................................................................... 14 1.25 Royalty-Free License..................................................................................................................................... 14 1.26 Project Period................................................................................................................................................. 15 1.27 Project Commencement................................................................................................................................ 15 1.28 Project Close Out........................................................................................................................................... 15 1.29 Federal Program Laws, Rules, and Guidelines........................................................................................ 15 1.30 Applicability of Part 200 Uniform Requirements for Federally Funded Awards............................ 16 1.31 Required State Assurances.......................................................................................................................... 16 2 Organizational Eligibility...................................................................................................................................... 16 Grantee Standard Conditions and Responsibilities Office of the Governor 2.1 Good Standing for Eligible Grantees....................................................................................................... 16 2.2 System for Award Management (SAM) Requirements.......................................................................... 17 2.3 Criminal History Reporting.......................................................................................................................... 18 2.4 Uniform Crime Reporting............................................................................................................................. 18 2.5 Immigration Related Matters...................................................................................................................... 18 2.6 E-Verify........................................................................................................................................................... 19 2.7 Deceptive Trade Practices Violations........................................................................................................ 19 2.8 Hurricane Contract Violations..................................................................................................................... 19 2.9 Terminated Contracts.................................................................................................................................... 19 2.10 Special Requirements for Units of Local Government............................................................................20 2.11 Special Requirements for Non-Profit Grantees.......................................................................................20 2.12 Special Requirements for Facilities or Entities that Collect Sexual Assault/Sex Offense Evidence or Investigates/Prosecutes Sexual Assault or other Sex Offenses....................................................................21 2.13 Firearm Suppressor Regulation..................................................................................................................21 2.14 Enforcement of Public Camping Bans........................................................................................................21 2.15 Prohibition on Agreements with Certain Foreign-Owned Companies in Connection with Critical Iof rastructu re................................................................................................................................................................ 21 3 Civil Rights................................................................................................................................................................ 21 3.1 Compliance with Civil Rights and Nondiscrimination Requirements.....................................................21 3.2 Limited English Proficiency...........................................................................................................................23 3.3 Equal Employment Opportunity Plan........................................................................................................23 4 Personnel.................................................................................................................................................................. 23 4.1 Overtime.........................................................................................................................................................23 4.2 Notification of Grant-Contingent Employees...........................................................................................24 5 Travel........................................................................................................................................................................ 24 5.1 Travel Policies................................................................................................................................................24 6 Contracts and Procurement...................................................................................................................................24 6.1 Procurement Practices and Policies............................................................................................................24 6.2 Subcontracting...............................................................................................................................................24 6.3 Buy Texas........................................................................................................................................................25 6.4 Contract Provisions Under Federal Awards.............................................................................................25 7 Equipment Requirements.......................................................................................................................................25 7.1 Property Management and Inventory.......................................................................................................25 7.2 Maintenance and Repair.............................................................................................................................26 7.3 Automated License Plate Readers.............................................................................................................26 8 Information Technology.........................................................................................................................................26 8.1 Accessibility Requirements...........................................................................................................................26 Grantee Standard Conditions and Responsibilities Office of the Governor 8.2 Criminal Intelligence System Operating Procedures..............................................................................27 8.3 Blocking Pornographic Material.................................................................................................................27 8.4 Cybersecurity Training.................................................................................................................................27 9 Indirect Costs...........................................................................................................................................................27 9.1 Approved Indirect Cost Rate......................................................................................................................27 9.2 De Minimis Rate.............................................................................................................................................28 10 Audit and Records Requirements....................................................................................................................28 10.1 Grantee Subject to Audits...........................................................................................................................28 10.2 Single Audit Requirements...........................................................................................................................28 10.3 Cooperation with Monitoring,Audits,and Records Requirements.......................................................28 10.4 Requirement to Address Audit Findings....................................................................................................30 10.5 Records Retention..........................................................................................................................................31 11 Prohibited and Regulated Activities and Expenditures..............................................................................32 11.1 Inherently Religious Activities......................................................................................................................32 11.2 Political Activities...........................................................................................................................................32 11.3 Generally Prohibited Expenditures...........................................................................................................33 11.4 Acorn................................................................................................................................................................ 34 11.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment..........34 12 Financial Requirements......................................................................................................................................34 12.1 Financial Status Reports...............................................................................................................................34 12.2 Approval of Financial Status Report.........................................................................................................34 12.3 Reimbursements..............................................................................................................................................35 12.4 Generally Accepted Accounting Principles..............................................................................................35 12.5 Program Income.............................................................................................................................................35 12.6 Refunds and Deductions...............................................................................................................................35 12.7 Liquidation Period.........................................................................................................................................36 12.8 Duplication of Funding..................................................................................................................................36 12.9 Supplanting.................................................................................................................................................... 36 13 Required Reports...............................................................................................................................................36 13.1 Measuring, Reporting,and Evaluating Performance.............................................................................36 13.2 Report Formats,Submissions, and Timelines.............................................................................................36 13.3 Failure to File Required Reports.................................................................................................................37 Grantee Standard Conditions and Responsibilities Office of the Governor 1. Grant Agreement Requirements andn iti ns 1.1 Applicability of Grant Agreement and Provisions The Grant Agreement is intended to be the full and complete expression of and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior and contemporaneous understandings,agreements,promises, representations,terms and conditions,both oral and written,are superseded and replaced by this Grant Agreement. If any term or provision of this Grant Agreement is found to be invalid or unenforceable, such construction shall not affect the legality or validity of any of its other provisions. The invalid term or invalid provision shall be deemed severable and stricken from the Grant Agreement as if it had never been incorporated herein, but all other provisions shall continue in full force and effect. Notwithstanding any expiration or termination of this Grant Agreement, the rights and obligations pertaining to the grant close-out, maximum liability of OOG, cooperation and provision of additional information, return of grant funds, audit rights, records retention, public information, disclaimers and limitation of liability, indemnification, and any other provision implying survivability shall remain in effect after the expiration or termination of this Grant Agreement. 1.2 Legal Authority to Apply The grantee certifies that it possesses legal authority to apply for the grant. A resolution, motion or similar action has been or will be duly adopted or passed as an official act of the applicant's governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative, or their designee of the organization to act in connection with the application and to provide such additional information as may be required. State agencies are not required to adopt a resolution. .3 Amendments and Changes to the Grant Agreement OOG and the grantee may agree to make adjustments to the grant budget and detailed budget as documented in eGrants. Adjustments include, but are not limited to, modifying the scope of the grant project, adding funds to previously un-awarded cost items or categories, or changing funds in any awarded cost items or category or changing grant officials. OOG, at its sole discretion, and upon written notice by OOG to the grantee of any proposed adjustment,and after the grantee has had an opportunity to respond to the proposed adjustment, may adjust the grantee's Budget, Grant Narrative, Special Conditions, Period of Performance,and/or any other items as deemed appropriate by OOG,at any time, during the term of this Grant Agreement. The grantee has no right or entitlement to reimbursement with grant funds. OOG and grantee agree that any act, action or representation by either Party,their agents or employees that purports to waive or alter the terms of the Grant Agreement or increase the maximum liability of COG is void unless a written amendment to this Grant Agreement is first executed and documented in eGrants.The grantee agrees that nothing in this Grant Agreement will be interpreted to create an obligation or liability of OOG in excess of the "Maximum Liability of the OOG" as set forth in the Statement of Grant Award (SOGA). Any alterations, additions, or deletions to the terms of this Grant Agreement must be documented in eGrants to be binding upon the Parties. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 1.4 General Responsibility The grantee is responsible for the integrity of the fiscal and programmatic management of the grant project; accountability for all funds awarded; and compliance with OOG administrative rules, policies and procedures, and applicable federal and state laws and regulations. Grant funds may be used only for the purposes in the grantee's approved application. The recipient shall not undertake any work or activities that are not described in the grant application, and that use staff, equipment, or other goods or services paid for with grant funds, without prior written approval from OOG. The grantee will maintain an appropriate financial management and grant administration system to ensure that all terms, conditions and specifications of the grant are met. 1.5 Terms and Conditions The grantee will comply with the terms and conditions as set forth and required in the funding announcement under which the approved application was submitted, the application, and award in eGrants. Notwithstanding the imposition of corrective actions, financial hold, and/or sanctions, the grantee remains responsible for complying with these terms and conditions. Corrective action plans, financial hold and/or sanctions do not excuse or operate as a waiver of prior failure to comply with the grant agreement.The failure of COG to insist upon strict performance of any of the terms or conditions herein, irrespective of the length of time of such failure,shall not be a waiver of OOG's right to demand strict compliance in the future. No consent or waiver,express or implied,to or of any breach or default in the performance of any obligation under this grant agreement shall constitute a consent or waiver to or of any breach or default in the performance of the same or any other obligation of this grant agreement. To the extent the terms and conditions of this grant agreement do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be construed consistent with the general objectives, expectations and purposes of this grant agreement and in all cases, according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed this grant agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this grant agreement. Any vague, ambiguous or conflicting terms shall be interpreted and construed in such a manner as to accomplish the purpose of the grant agreement. 1.6 Special Conditions Special Conditions may be imposed by COG, at its sole discretion and at any time, without amending this Grant Agreement. Failure by OOG to provide notice does not absolve grantee of compliance with any special conditions. OOG may place grantee on immediate financial hold, without further notice, until all Special Conditions,if any, are met. col Public Information Notwithstanding any provisions of this Grant Agreement to the contrary, the grantee acknowledges that the State of Texas,OOG,and this Grant Agreement are subject to the Texas Public Information Act, Grantee Standard Conditions and Responsibilities Office of the Governor Texas Government Code Chapter 552(the"PIA").The grantee acknowledges that OOG will comply with the PIA,as interpreted by judicial opinions and opinions of the Attorney General of the State ofTexas. The grantee acknowledges that information created or exchanged in connection with this Grant Agreement, including all reimbursement documentation submitted to OOG, is subject to the PIA, whether created or produced by the grantee or anythird party,and the grantee agrees that information not otherwise excepted from disclosure under the PIA,will be available in a format that is accessible by the public at no additional charge to OOG or State of Texas. The grantee will cooperate with OOG in the production of documents or information responsive to a request for information. Information provided by or on behalf of the grantee under,pursuant to,or in connection with this Grant Agreement that the grantee considers proprietary, financial, trade secret, or otherwise confidential information (collectively"Confidential Information")shall be designated as such when it is provided to OOG or State of Texas or any other entity in accordance with this Grant Agreement. Merely making a blanket claim that the all documents are protected from disclosure because they may contain some proprietary or confidential information may not render the whole of the information confidential.Any information which is not clearly identified as proprietary or confidential is subject to release in accordance with the Act. OOG agrees to notify the grantee in writing within a reasonable time from receipt of a request for information covering the grantee's Confidential Information. OOG will make a determination whether to submit a Public Information Act request to the Attorney General. The grantee agrees to maintain the confidentiality of information received from OOG or State of Texas during the performance of this Grant Agreement, including information which discloses confidential personal information particularly, but not limited to, personally identifying information, personal financial information and social security numbers. The grantee must immediately notify and provide a copy to OOG of any Public Information Request or other third-party request for the disclosure of information it receives related to this Grant award. 1.8 Remedies,ior Non Compliance If OOG determines that the grantee materially fails to comply with any term of this grant agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of award,or any other applicable requirement, OOG, in its sole discretion and consistent with any applicable OOG Administrative Rules, may take actions including: 1. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement action by OOG; 2. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; 3. Disallowing claims for reimbursement; 4. Wholly or partially suspending or terminating thisgrant; 5. Requiring return or offset of previous reimbursements; 6. Prohibitingthe grantee from applyingfor or receiving additional funds for other grant programs administered by OOG until repayment to OOG is made and any other compliance or audit finding is satisfactorily resolved; 7. Reducing the grant award maximum liability of OOG; F1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 8. Terminating this Grant Agreement; 9. Imposing a corrective action plan; 10. Withholding further awards;or 11. Taking other remedies or appropriate actions. The grantee costs resulting from obligations incurred during a suspension or after termination of this grant are not allowable unless OOG expressly authorizes them in the notice of suspension or termination or subsequently. OOG, at its sole discretion, may impose sanctions without first requiring a corrective action plan. 1.9 False Statements by Grantee By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees,certifications or affirmations included in this grant agreement,then COG may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to COG under this grant agreement and applicable law. False statements or claims made in connection with OOG grants may result in fines, imprisonment,and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC§§3801-3812,which details the administrative remedies for false claims and statements made. 1.10 C6gffict 9f 1nterest Sgfegu ads The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain,whether forthemselves or others,particularly those with whom they have family,business,or other ties.The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee must disclose, in writing, within fifteen (15) calendar days of discovery, any existing, actual or potential conflicts of interest relative to its performance under this Grant Agreement. The grantee is and shall remain in compliance during the term of this Grant Agreement with Texas Government Code,Section 669.003, Contracting with Executive Head of State Agency; and Section 572, Employment of Former State Officer or Employee of State Agency. The grantee certifies that it is not ineligible to receive this Grant Agreement under Texas Government Code, section 2155.004, regarding the financial participation by a person who received compensation from OOG or another state agency to participate in preparing the specifications or request for proposals on which the bid or contract is based, and acknowledges that this Grant Agreement may be terminated and payment withheld if this certification is inaccurate. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor The grantee has not given or offered to give, nor does the grantee intend to give at any time hereafter, any economic opportunity,future employment,gift,loan,gratuity,special discount,trip,favor,or service to a public servant or employee of OOG,at any time during the award of this grant or in connection with this Grant Agreement, except as allowed under relevant state or federal law. The grantee nor its personnel or entities employed in rendering services under this grant agreement have, nor shall they knowingly acquire,any interest that would be adverse to or conflict in any manner with the performance of the grantee's obligations under this grant agreement. 1.11 Fraud, Waste, and Abuse A. The grantee understands that OOG does not tolerate any type of fraud, waste, or misuse of funds received from OOG. OOG's policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, OOG policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken.The grantee understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal and state grants, recoupment of monies provided under an award,and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from OOG that is made against the grantee,the grantee is required to immediately notify OOG of said allegation or finding and to continue to inform OOG of the status of any such on- going investigations. The grantee must also promptly refer to OOG any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or(2) committed a criminal or civil violation of laws pertaining to fraud,conflict of interest, bribery,gratuity,or similar misconduct involving award funds. Grantees must also immediately notify OOG in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify OOG in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to OOG. If a federal or state court or administrative agency renders a judgement or order finding discrimination by a grantee based on race,color, national origin,sex,age,or handicap, the grantee agrees to immediately forward a copy of the judgement or order to OOG. The grantee is expected to report any possible fraudulent or dishonest acts, waste, or abuse to OOG's Fraud Coordinator or Ethics Advisor at (512)463-1788 or in writing to: Ethics Advisor, Office of the Governor, P.O. Box 12428,Austin,Texas 78711. B. Restrictions and certifications regarding non-disclosure agreements and related matters. No grantee or subgrantee under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts,or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a state or federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award,the recipient: a. Represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict(or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above;and b. Certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to OOG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that federal agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants") or procurement contracts, or both: a. It represents that: i. It has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict(or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above;and ii. It has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation;and b. It certifies that, if it learns or is notified that any subgrantee, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to OOG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by OOG. These provisions apply to all grantees and subgrantees or subcontractors. 1.12 Dispute Resolution The Parties' representatives will meet as needed to implement the terms of this Grant Agreement and will make a good faith attempt to informally resolve any disputes. Notwithstanding any other provision of this Grant Agreement to the contrary, unless otherwise requested or approved in writing by OOG, the grantee shall continue performance and shall not be excused from performance during the period any breach of Grant Agreement claim or dispute is pending. The laws of the State of Texas govern this Grant Agreement and all disputes arising out of or relating to Grantee Standard Conditions and Responsibilities Office of the Governor this Grant Agreement,without regard to any otherwise applicable conflict of law rules or requirements. Venue for any grantee-initiated action, suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement shall be commenced exclusively in the Travis County District Court or the United States District Court,Western District of Texas-Austin Division.Venue for any OOG-initiated action,suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement may be commenced in a Texas state district court or a United States District Court selected by OOG in its sole discretion. The grantee hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts referenced above for the purpose of prosecuting and/or defending such litigation.The grantee hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that the grantee is not personally subject to the jurisdiction of the above-named courts; the suit, action or proceeding is brought in an inconvenient forum; and/or the venue is improper. 1.13 Funds Limited by Agreement and Subject to Availability The grantee agrees that nothing in this grant will be interpreted to create an obligation or liability of OOG in excess of the funds delineated in this grant.The grantee agrees that funding for this grant is subject to the actual receipt by COG of grant funds(state and/or federal) appropriated to COG for the grant program.The grantee agrees that the grant funds, if any, received from COG may be limited by the term of each state biennium and by specific appropriation authority to and the spending authority of OOG for the purpose of this grant.The grantee agrees that notwithstanding any other provision of this grant, if OOG is not appropriated the funds or if OOG does not receive the appropriated funds for this grant program, or if the funds appropriated to COG for this grant program are required to be reallocated to fund other federal or state programs or purposes, OOG is not liable to pay the grantee the maximum liability amount specified in the SOGA or any other remaining balance of unpaid funds. If OOG or the program fund becomes subject to legislative change, revocation of statutory authority, lack of appropriated funds, or unavailability of funds which would render performance under this grant agreement impossible,this grant agreement may be immediately terminated without recourse, liability,or penalty against OOG upon written notice to grantee. 1.14 Termination of the Agreement OOG may, at its sole discretion,terminate this Grant Agreement,without recourse, liability or penalty against OOG, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term,condition or provision of this Grant Agreement, OOG may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination,and if no effective date is specified,the effective date will be the date of the notification. OOG and grantee may mutually agree to terminate this Grant Agreement. OOG in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity,by law,or under this Grant Agreement.Following termination by OOG,grantee shall continue to be obligated to OOG for the return of grant funds in accordance with applicable provisions Grantee Standard Conditions and Responsibilities Office of the Governor of this Grant Agreement. In the event of termination under this Section,OOG's obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by OOG in its sole discretion to be reasonable and necessary to cost-effectively terminate the grant.Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement that is expressly stated to survive any such termination orexpiration. 1.15 Communication with Grantee Notice may be given to the grantee via eGrants,email, hand-delivery,delivery service,or United States Mail. Notices to the grantee will be sent to the name and address supplied by grantee in eGrants. 1.16 Limitation of Liability To the extent allowed by law, the grantee agrees to indemnify and hold harmless OOG, the State of Texas and its employees,agents,officers, representatives, contractors, and/or designees from any and all liability,actions,claims,demands or suits whatsoever, including any litigation costs,attorneys'fees, and expenses, relating to tax liability, unemployment insurance and/or workers' compensation in grantee's performance under this grant agreement. The grantee shall be liable to pay all costs of defense including attorneys' fees. The defense shall be coordinated by grantee with OOG and the Office of the Attorney General when OOG, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from OOG and the Office of the Attorney General. The grantee and OOG agree to furnish timely written notice to each other of any such claims. The grantee further agrees to indemnify and hold harmless,to the extent allowed by law,the OOG,the State of Texas and its employees, agents, officers, representatives, contractors, and/or designees from any and all liability, actions, claims, demands, or suits, whatsoever, including any litigation costs, attorneys' fees, and expenses, that arise from any acts or omissions of grantee or any of its officers, employees, agents, contractors, and assignees, relating to this grant agreement regardless of whether the act or omission is related to this grant agreement. The defense shall be coordinated by grantee, OOG and the Office of the Attorney General when OOG, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from OOG and the Office of the Attorney General. The grantee and OOG agree to furnish timely written notice to each other of any such claims. The grantee agrees that no provision of this Grant Agreement is in any way intended to constitute a waiver by OOG, its officers, employees, agents, or contractors or the State of Texas of any privileges, rights, defenses, remedies, or immunities from suit and liability that OOG or the State of Texas may have by operation of law. 1.17 Liability for Taxes The grantee agrees and acknowledges that grantee shall be entirely responsible for the liability and payment of grantee's and grantee's employees'taxes of whatever kind,arising out of the performances in this Grant Agreement.The grantee agrees to comply with all state and federal laws applicable to any 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor such persons, including laws regarding wages, taxes, insurance, and workers' compensation. OOG and/or the State of Texas shall not be liable to the grantee, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers' compensation or any benefit available to a state employee or employee of OOG. 1.18 Force Majeure Neither the grantee nor OOG shall be required to perform any obligation under this Grant Agreement or be liable or responsible for any loss or damage resulting from its failure to perform so long as performance is delayed by force majeure or acts of God, including but not limited to strikes, lockouts or labor shortages, embargo, riot, war, revolution, terrorism, rebellion, insurrection, flood, natural disaster, or interruption of utilities from external causes. Each Party must inform the other in writing, with proof of receipt,within three(3)business days of the existence of such force majeure,or otherwise waive this right as a defense. 1.19 Duet to State The grantee agrees, to the extent grantee owes any debt (child support or other obligation) or delinquent taxes to the State of Texas, any payments grantee is owed under this Grant Agreement may be applied by the Comptroller of Public Accounts toward any such debt or delinquent taxes until such debt or delinquent taxes are paid in full. 1.20 Grantee an Independent Contractor The grantee expressly agrees that it is an independent contractor and under no circumstances shall any owner, incorporator, officer, director, employee, or volunteer of grantee be considered an employee, agent, servant,joint venturer,joint enterpriser or partner of OOG or the State of Texas.The grantee is not a"governmental body"solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement.All persons furnished, used, retained, or hired by or on behalf of the grantee or any of the grantee's contractors shall be considered to be solely the employees or agents of the grantee or the grantee's contractors. The grantee or grantee's contractors shall be responsible for ensuring that any and all appropriate payments are made, such as unemployment, workers compensation, social security,any benefit available to a state employee as a state employee,and other payroll taxes for such persons, including any related assessments or contributions required by law. The grantee agrees to take such steps as may be necessary to ensure that each contractor of the grantee will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, joint enterpriser or partner of OOG or the State of Texas. The grantee is responsible for all types of claims whatsoever due to actions or performance under this Grant Agreement, including, but not limited to, the use of automobiles or other transportation, taken by its owners, incorporators, officers, directors,employees,volunteers or any third parties. 1.21 No Assignment of Rights or Obligations The grantee may not assign this Grant Agreement or any of its rights or obligations under this Grant Agreement to any third party or entity.Any attempted assignment without OOG's prior written consent is void and may result in the termination of this Grant Agreement. Grantee Standard Conditions and Responsibilities Office of the Governor 1.22 Funds Are for Sole Benefit of Grantee It is expressly agreed that any solicitation for or receipt of funds of any type by the grantee is for the sole benefit of the grantee and is not a solicitation for or receipt of funds on behalf of OOG or the Governor of the State of Texas. .23 Permission for Use of OOG Name and Labeling Other than the required statements listed in this document,grantee shall not use OOG's name or refer to OOG directly or indirectly in any media release, public service announcement,or public service disclosure relating to this Grant Agreement or any acquisition pursuant hereto, including in any promotional or marketing materials,without first obtaining written consent from OOG.This Section is not intended to and does not limit the grantee's ability to comply with its obligations and duties under the Texas Open Meetings Act and/or the Texas Public Information Act.This Section is not intended to and does not limit OOG's duties and obligations to report this Grant Agreement,any grant payments made under this Grant Agreement,any contract compliance or performance information or other state or federal reporting requirements applicable to OOG. .24 Acknowledgement of Funding and Disclaimer All publications, including websites, produced in full or in part with grant funds awarded by OOG must include an acknowledgement of the funding and a disclaimer of non-endorsement by the funding agency.In general,no publication may convey OOG's or any federal funding agency's(i.e. DOJ or FEMA) official recognition or endorsement of the recipient's project simply based on having received funding. For websites, the acknowledgement should be present somewhere on all major entry pages. Acknowledgement language for grants made through state fund sources is below and language for grants made through specific federal fund sources is included within the fund specific conditions memo. For any state grant program: "This [website/report/study/project/etc.] is funded [insert "in part", if applicable] through a grant from the Public Safety Office of the Texas Office of the Governor. Neither the Office of the Governor nor any of its components operate, control, are responsible for, or necessarily endorse, this website (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)." 1.2S Royalty-Free License Pursuant to 2 CFR 200.315(b),the grantee may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under this award. OOG (and the federal funding agency, if the work is funded with a federal grant) reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use,and authorize others to use (in whole or in part, including in connection with derivative works),for state (or Federal) purposes: A. Any work subject to copyright developed under an award or subaward;and B. Any rights of copyright to which a grantee or subgrantee or subcontractor purchases ownership with state(or Federal)support. The recipient acknowledges that COG (and the federal funding agency) have the right to: Grantee Standard Conditions and Responsibilities Office of the Governor A. Obtain, reproduce, publish, or otherwise use the data first produced under an award or subaward; and B. Authorize others to receive, reproduce, publish or otherwise use such data for state(or federal) purposes. "Data" includes data as defined in Federal Acquisition Regulation (FAR) provision 52.227-14(Rights in Data-general). It is the responsibility of the grantee (and of each subgrantee or subcontractor if applicable)to ensure that this condition is included in any subaward under this award.The grantee has the responsibility to obtain from subgrantees, contractors,and subcontractors(if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subgrantee contractor, or subcontractor refuses to accept terms affording the Government such rights,the grantee shall promptly bring such refusal to the attention of the OOG program manager for the award and not proceed with the agreement in question without further authorization from OOG. 1.26 Project Period The performance period for this Grant is listed on the Statement of Grant Award. All goods must be obligated and all services must be received within the performance period. OOG will not be obligated to reimburse expenses incurred after the performance period. 127 Project Commencement The grantee must take reasonable steps to commence project activities upon receiving notice of a grant award. If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later, the grantee must submit a statement to OOG explaining the implementation delay. Upon receipt of the 90-day letter,OOG may cancel the project and redistribute the funds to other project areas. OOG may also, where extenuating circumstances warrant, extend the implementation date of the project past the 90-day period. 1.28 Project Close Out OOG will close-out the grant award when it determines that all applicable administrative actions and all required work of the Grant have been completed by the grantee. The grantee must submit all financial, performance, and other reports as required by the terms and conditions of the grant award. Submission of the final Financial Status Report will initiate grant close out with OOG. The grantee must promptly refund any balances of unobligated cash that OOG paid in advance or paid and that are not authorized to be retained by the grantee for use in other projects. 1.29 Federal Program Laws, Rules, and Guidelines The grantee must comply with applicable provisions of federal and state law and regulations,terms and conditions applicable to the federal awards providing funding for the grant award, and any applicable program guidelines,which may include: A. The Omnibus Crime Control and Safe Streets Act of 1968(as amended -42 U.S.0 3711 etseq.); I"1 c% g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor B. Victims of Crime Act(VOCA) program guidelines, including the VOCA Final Rule effective August 8, 2016 and included in 28 CFR 94; C. Violence Against Women Act (VAWA) relevant statutory and regulatory requirements, including the Violence Against Women Act of 1994(P.L., 103-322),the Violence Against Women Act of 2000 (P.L. 106-386), the Violence Against Women and Department of Justice Reauthorization Act of 2005 (P.L. 109-162), the Violence Against Women Reauthorization Act of 2013 (P.L. 113- 4), the Office on Violence Against Women's (OVW) implementing regulations at 28 CFR Part 90, OVW's general terms and conditions available at II°��...i�.i�.°;��;,,@`,@`��������."�i���.��,i�.li��°,;.�s�„;�� :� ��:���a�,@`Q;��u°°fi°uu°���...1f�.;s,��s��, (these do not supersede any specific conditions in the grant agreement), and the financial and administrative requirements set forth in the current edition of the Office on Violence Against Women (OVW) Financial Grants Management Guide; D. The provisions of the current edition of the Department of Justice Grants Financial Guide; E. If the grantee uses grant funds to undertake research involving human subjects,the grantee may be subject to Department of Justice(DOJ)Office of Justice(OJP)policies and requirements adopted by OOG related to human subjects found in 28 CFR Part 46; F. Section 2002 of the Homeland Security Act of 2002, as amended (P.L. 107-296) (6 U.S.C. § 603); G. If grantee receives a grant award in excess of$150,000, it will comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. §7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Any subgrants or contracts made by the grantee in excess of$150,000 must contain this provision. H. All other applicable Federal laws,orders, circulars, or regulations. 1.30 Applicability of Part 200 Uniform Requirements for Federally Funded Awards The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 CFR Part 200 apply to any grants funded through an award from a Federal agency. 1.31 Required State Assurances The grantee must comply with the applicable State Assurances included within TxGMS,which are incorporated here by reference in the award terms and conditions. Organizational IIE.11 i ilit 2.1 Good Standing for FNigible Grantees A. The grantee is in good standing under the laws of the State in which it was formed or organized, and has provided OOG with any requested or required documentation to support this certification. B. The grantee agrees to remain in good standing with any state or federal governmental bodies related to the grantee's right to conduct its business in Texas,including but not limited to the Texas Secretary of State and the Texas Comptroller of Public Accounts, as applicable. Grantee Standard Conditions and Responsibilities Office of the Governor C. The grantee owes no delinquent taxes to any taxing unit of this State as of the effective date of this Grant Agreement. D. The grantee is non-delinquent in its repayment of any Federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129 for additional information and guidance. E. The grantee has or will obtain all licenses, certifications, permits, and authorizations necessary to perform its obligations under this Grant Agreement,without costs toOOG. F. The grantee is currently in good standing with all licensing, permitting or regulatory bodies that regulate any or all aspects of grantee's business or operations. G. The grantee agrees to comply with all applicable licenses, legal certifications, inspections, and any other applicable local ordinance or state or federal laws. H. The grantee shall comply with any applicable federal, state, county, local and municipal laws, ordinances, resolutions, codes, decisions, orders, rules, and regulations, in connection with its obligations under this Grant Agreement. I. The grantee does not have any existing claims against or unresolved audit exceptions with the State of Texas or any agency of the State of Texas. 2.2 System for Award Management(SAM)Requirements A. The grantee agrees to comply with applicable requirements regarding registration with the System for Award Management (SAM) (or with a successor government-wide system officially designated by OMB and, if applicable, the federal funding agency). These requirements include maintaining current registrations and the currency of the information in SAM. The grantee will review and update information at least annually until submission of the final financial report required under the award or receipt of final payment,whichever is later,as required by 2 CFR Part 25. B. Applicable to this Grant Agreement is the President's Executive Order(EO) 13224, Executive Order on Terrorist Financing-Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001, and any subsequent changes made to it via cross-referencing respondents/vendors with the Federal General Services Y g (SAM), h, LII°I ..I' . a .: ,fi°eu..!I`:1!::P..::i;k.„ which is inclusive Administration's System for Award Management SAM I i1f,;'I, of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially Designated National (SDN) list. C. The grantee will comply with Executive Orders 12549 and 12689 that requires "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 1986 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. The grantee certifies it will verify each vendor's status to ensure the vendor is not debarred, suspended, otherwise excluded or declared ineligible by checking the SAM before doing/renewing business with that vendor. D. The grantee certifies that it and its principals are eligible to participate in this Grant Agreement and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal,state or local governmental entity and the grantee is in compliance with the State of Texas Grantee Standard Conditions and Responsibilities Office of the Governor statutes and rules relating to procurement and that the grantee is not listed on the federal government's terrorism watch list as described in Executive Order13224. 2.3 Criminal fllstory Deporting Counties or other governmental entities required to maintain and report criminal history records per the Texas Code of Criminal Procedure, Ch. 60, must maintain compliance with that statute and Governor's Executive Order GA-07, Order 8, in order to obtain or maintain eligibility for OOG grant funds. 2.4 Uniform Crime Reporting Local units of governments operating a law enforcement agency must be current on reporting complete UCR data and the Texas specific reporting mandated by 411.042 TGC,to the Texas Department of Public Safety(DPS)for inclusion in the annual Crime in Texas(CIT) publication.To maintain eligibility for funding,grantees must have submitted a full twelve months of accurate data to DPS for the most recent calendar year by the deadline(s) established by DPS. Due to the importance of timely reporting, grantees are required to submit complete and accurate UCR data, as well as the Texas-mandated reporting,on a no less than monthly basis and respond promptly to requests from DPS related to the data submitted. 2.5 Immigration Related Matters Local units of government, including cities, counties and other general purpose political subdivisions,as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all aspects of the programs and procedures utilized by the U.S. Department of Homeland Security ("DHS")to: (1) notify DHS of all information requested by DHS related to illegal aliens in Agency's custody; and (2) detain such illegal aliens in accordance with requests by DHS.Additionally, counties and municipalities may NOT have in effect, purport to have in effect, or make themselves subject to or bound by, any law, rule, policy, or practice (written or unwritten)that would: (1) require or authorize the public disclosure of federal law enforcement information in order to conceal, harbor, or shield from detection fugitives from justice or aliens illegally in the United States; or(2) impede federal officers from exercising authority under 8 U.S.C. § 1226(a), § 1226(c),§ 1231(a), § 1357(a), § 1366(1), or§ 1366(3). Local units of government, including cities, counties and other general purpose political subdivisions,as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all provisions, policies, and penalties found in Chapter 752,Subchapter C of the Texas Government Code which prohibits local entity or campus police departments from: (1) adopting, enforcing,or endorsing a policy under which the entity or department prohibits or materially limits the enforcement of immigration laws; (2) as demonstrated by pattern or practice, prohibiting or materially limiting the enforcement of immigration laws; or(3) for an entity that is a law enforcement agency or for a department, as demonstrated by pattern or practice, intentionally violate Article 2.251, Code of Criminal Procedure. 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor 2.6 E.-Verify A. The grantee shall comply with the requirements of the Immigration Reform and Control Acts of 1986 and 1990 ("IRCA") 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 in the United States of America under this Grant Agreement, if any, and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996("IIRIRA") enacted on September 30,1996. B. The grantee certifies and ensures that it utilizes and will continue to utilize, for the term of this Grant Agreement, the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: 1. All persons employed to perform duties within Texas,during the term of the Grant;and 2. All persons employed or assigned by the grantee to perform work pursuant to the Grant Agreement,within the United States of America. If this certification is falsely made,the Grant Agreement may beterminated. C. If applicable, grantee will comply with Executive Order RP-80 regarding the U.S. Department of Homeland Security's E-Verify system. 2„7 Deceptive 'Fra e Practices Violations The grantee represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that the grantee has not been found to be liable for such practices in such proceedings. The grantee certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit,and that such officers have not been found to be liable for such practices in such proceedings. The grantee shall notify OOG in writing within five (5) calendar days if grantee or any of its officers are subject to allegations of Deceptive Trade Practices or are the subject of alleged violations of any unfair business practices in an administrative hearing or court suit,and that the grantee or officers have been found to be liable for such practices in such proceedings. Z8 h1urricane Contract Violations Texas law prohibits OOG from awarding a contract to any person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, Hurricane Harvey, or any other disaster, as defined by section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under section 2155.006 and 2261.053 of the Texas Government Code,the grantee certifies that the entity named in this Grant Agreement is not ineligible from entering into this Grant Agreement and acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate orfalse. 2.9 Terminated Contracts The grantee has not had a contract terminated or been denied the renewal of any contract for non- 1 u,;; g e 1 Grantee Standard Conditions and Responsibilities Office of the Governor compliance with policies or regulations of any state or federally funded program within the past five (5)years nor is it currently prohibited from contracting with a governmental agency.If the grantee does have such a terminated contract,the grantee shall identify the contract and provide an explanation for the termination. The grantee acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate or false. 2.10 Special Requirements for Units of Local Government Grant funds may not be expended by a unit of local government unless the following limitations and reporting requirements are satisfied: A. Texas General Appropriations Act, Art. IX, Parts 2, 3, and 5, except there is no requirement for increased salaries for local government employees; B. Texas Government Code Sections 556.004, 556.005, and 556.006, which prohibits using any money or vehicle to support the candidacy of any person for office, influencing positively or negatively the payment, loan, or gift to a person or political organization for a political purpose, and using grant funds to influence the passage or defeat of legislation including not assisting with the funding of a lobbyist, or using grant funds to pay dues to an organization with a registered lobbyist; C. Texas Government Code,Sections 2113.012 and 2113.101,which prohibits using grant funds to compensate any employee who uses alcoholic beverages on active duty and grantee may not use grant funds to purchase an alcoholic beverage and may not pay or reimburse any travel expense for an alcoholic beverage; 2.11 Special Requirements for Non Profit Grantees Each non-profit corporation receiving funds from OOG must obtain and have on file a blanket fidelity bond that indemnifies OOG against the loss or theft of the entire amount of grant funds, including matching funds.The fidelity bond should cover at least the OOG grant period. By accepting funds under this award,any non-profit grantee certifies and affirmatively asserts that it is a non-profit organization and that it keeps on file, and is available upon audit,either: A. A copy of the recipient's 501(c)(3) designation letter; B. A letter from the State of Texas stating that the recipient is a non-profit organization operating within Texas; or C. A copy of the grantee's Texas certificate of incorporation that substantiates its non-profitstatus. Grantees that are local non-profit affiliates of state or national non-profits should have available proof of(1), (2), or (3), and a statement by the state or national parent organization that the recipient is a local non-profit affiliate. Non-profit recipients of Victims of Crime Act(VOCA)funding that are not a 501(c)(3)organization finally certified by the Internal Revenue Service must make their financial statements available online. Church, mosque, and synagogue recipients of Nonprofit Security Grant Program funding are not required to apply for and receive a recognition of exemption under section 501(c)(3). Such organizations are automatically exempt if they meet the requirements of section 501(c)(3). 1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 2.12 Special Requirements for Facilities or Entities that Collect Sexual Assault/Sex Offense Evidence or Investigates/Prosecutes Sexual Assault or other Sex Offenses Texas Government Code,Section 420.034, requires any facility or entity that collects evidence for sexual assault or other sex offenses or investigates or prosecutes a sexual assault or other sex offense for which evidence has been collected,to participate in a statewide electronic tracking system developed and implemented by the Texas Department of Public Safety. Failure to comply with the requirements of Chapter 420,Subchapter B or Subchapter B-1,of the Texas Government Code may be used to determine ongoing eligibility for receiving OOG grant funds. 2.13 Firearm Suppressor Regulation Texas Government Code,Section 2.103, prohibits state agencies, municipalities,counties,special districts or authorities, as defined in Section 2.101 of the Texas Government Code,from receiving state grant funds if the entity adopts a rule, order, ordinance, or policy that enforces or allows the enforcement of a federal law that purports to regulate a firearm suppressor if the federal statute, order, rule or regulation imposes a prohibition, restriction,or other regulation that does not exist under the laws of the State of Texas. 2.14 Enforcement of Public Camping Bans Texas Government Code,Section 364.004, prohibits municipalities or counties, as defined in Section 364.001 of the Texas Government Code,from receiving state grant funds if a judicial determination is made that the local entity adopts or enforces a policy, as described in Section 364.002 of the Texas Government Code,that prohibits or discourages the entity from the enforcement of any public camping ban. 2.1.5 Prohibition on Agreements with Certain Foreign Owned Companies In Connection with Critical Infrastructure Texas Government Code, Chapter 113 and Section 2274.0102, prohibits an entity or company from entering into an agreement with a company or entity that is headquartered in,owned by,or the majority of stock is held or controlled by China, Iran, North Korea, Russia or a country designated by the governor as a threat to critical infrastructure, as defined in Section 113.001 or Section 2274.0101 of the Texas Government Code, if the agreement is related to and grants access to or control of critical infrastructure in the State of Texas. Civil Rights 3.1 Compliance with Civil Bights and Nondiscrimination Requirements A. The grantee will comply with all State and Federal statutes relating to civil rights and nondiscrimination and ensure, in accordance with federal civil rights laws, that the grantee shall not retaliate against individuals for taking action or participating in action to secure rights protected by these laws. Grantee Standard Conditions and Responsibilities Office of the Governor B. The grantee will comply, and all its contractors and subgrantees will comply, with all federal statutes and rules relating to civil rights and nondiscrimination. These include but are not limited to: 1. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race,color or national origin; 2. Title IX of the Education Amendments of 1972,as amended(20 USC§§1681-1683,and 1685- 1686),which prohibits discrimination on the basis of sex; 3. Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794), which prohibits discrimination on the basis of handicaps and the Americans With Disabilities Act of 1990(42 USC§ 12131-34); 4. The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; 7. Sections§§ 523 and 527 of the Public Health Service Act of 1912 (42 USC 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8. Title VIII of the Civil Rights Act of 1968 (42 USC § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9. Title I, II,and III of the Americans with Disabilities Act of 1990,which prohibits discrimination against individuals with disabilities; 10. Any other nondiscrimination provisions in the specific statute(s) or the state or federal solicitation or funding announcement under which application for grant funds is being made, including but not limited to: L Section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968(codified at 34 U.S.C. 10228(c); see also 34 U.S.C. 11182(b)), ii. Section 1407(e) of the Victims of Crime Act of 1984 (codified at 34 U.S.C. 20110(e)) iii. Section 40002(b)(13) of the Violence Against Women Act of 1994 (codified at 34 U.S.C. 12291(b)(13)) C. A nondiscrimination provision that deals with discrimination in employment on the basis of religion is read together with the pertinent provisions of the Religious Freedom Restoration Act of 1993. As a result, even if an otherwise-applicable nondiscrimination provision states that a recipient or subrecipient may not discriminate in employment based on religion,an OJP recipient or subrecipient that is a faith-based organization may consider religion in hiring, provided it satisfies particular requirements. Additional information on those requirements can be found at iA��ll°wll��u°°e D. Collectively,these federal laws prohibit a grantee from discriminating either in employment(subject to the exemption for certain faith-based organizations discussed in C. above) or in the delivery of Grantee Standard Conditions and Responsibilities Office of the Governor services or benefits on the basis of race, color, national origin,sex, religion,or disability. E. In the event any federal or state court or federal or state administrative agency makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin (including limited English proficiency), or sex against the grantee, or the grantee settles a case or matter alleging such discrimination,the grantee must forward a copy of the complaint and findings to OOG and, as applicable, the Office of Justice Programs Office for Civil Rights (OCR), or the DHS awarding office and the DHS Office of Civil Rights and Civil Liberties. F. All recipients of Department of Justice Grants must review the Information on Civil Rights for grantees posted on the eGrants website. More information on Civil Rights and Nondiscrimination requirements for grantees receiving funding originating from the Department of Justice can be found at �ll;.lhw�, g.l.p ggy �;;fl,°AoIIjI ggu �lre,ulf;lljl4 s Tt:u°it°'I. 3.2 Limited r:ngfish Proficiency The grantee will comply with Title VI of the Civil Rights Act of 1964, which prohibits grantees from discriminating on the basis of national origin in the delivery of services or benefits, entails taking reasonable steps to ensure that persons with limited English proficiency(LEP) have meaningful access to funded programs or activities.An LEP person is one whose first language is not English and who has a limited ability to read, write, speak, or understand English. Meaningful access may entail providing language assistance services, including oral interpretation and written translation,where necessary. In order to facilitate compliance with Title VI,grantees are encouraged to consider the need for language services for LEP persons served or encountered in developing program budgets. More information can be found at.1,.9„1,',, 3.3 equal employment Opportunity Plan All recipients of Department of Justice grants must submit the Equal Employment Opportunity Plan (EEOP) certification information to the Office of Civil Rights, Office of Justice Programs through their on-line 'I';�� p'aR,el .a�d.IC:4:i'...r..,o.,o..I,L For more information and guidance on how to complete and submit the federal EEOP certification information, please visit the US Department of Justice, Office of Justice Programs website at ;gig zlu:'mijt oolLeol °11P;gli. The grantee acknowledges that failure to submit an acceptable EEOP(if recipient is required to submit one),that is approved by the Office for Civil Rights,is a violation of the Grant Agreement and may result in suspension or termination of funding, until such time as the recipient is in compliance. Personnel 4.1 Overtime Overtime is allowable to the extent that it is included in the OOG-approved budget,the grantee agency has an overtime policy approved by its governing body, and both grant-funded and non-grant funded personnel are treated the same with regards to the application of overtime policy(ies). In addition, in no case is dual compensation allowable. That is, an employee of a grantee agency may not receive compensation for hours worked (including paid leave) from his/her agency AND from an award for a single period of time, even though such work may benefit both activities. Overtime payments issued Grantee Standard Conditions and Responsibilities Office of the Governor outside of these guidelines are the responsibility of the grantee agency. 4.2 Notification of Grant Contingent Employees Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by OOG. Travell 5.1 Travel Policies The grantee must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established written policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Contracts n t 6.1 Procurement Practices and Policies The grantee must follow applicable Federal and State law, Federal procurement standards specified in regulations governing Federal awards to non-Federal entities, their established policy, and best practices for procuring goods or services with grant funds. Contracts must be routinely monitored for delivery of services or goods. A. Procurement (contract) transactions should be competitively awarded unless circumstances preclude competition. B. When any contractual or equipment procurement is anticipated to be in excess of Simplified Acquisition Threshold, grantees must submit a Procurement Questionnaire p.p�i�� ��� i���fiu��.;. H ,usj .���to OOG for approval prior to procurement. Grantees illy . � 4uufi. IN i���� ii wrlfiut must ensure these contracts address administrative, contractual, or legal remedies in instance where contractors violate or breach contract terms and provide for such sanctions and penalties as appropriate. C. When contractual or equipment procurement is anticipated to be in excess of$10,000, grantees must address termination for cause and for convenience by the grantee including the manner by which it will be affected and the basis for settlement. 6.2 Subcontracting The grantee may not subcontract any of its rights or duties under this Grant Agreement without the prior written approval of OOG. It is within OOG's sole discretion to approve any subcontracting. In the event OOG approves subcontracting by the grantee, the grantee will ensure that its contracts with others shall require compliance with the provisions of this Grant Agreement to the extent compliance is needed to support the grantee's compliance with this Grant Agreement. The grantee, in subcontracting for any performances specified herein, expressly understands and agrees that it is not relieved of its responsibilities for ensuring that all performance is in compliance with this Grant Grantee Standard Conditions and Responsibilities Office of the Governor Agreement and that OOG shall not be liable in any manner to any grantee subcontractor. 6.3 Buy Texas If applicable with respect to any services purchased pursuant to this Grant Agreement,the grantee will buy Texas products and materials for use in providing the services authorized herein when such products and materials are available at a comparable price and within a comparable period of time when compared to non-Texas products and materials. 6.4 Contract Provisions Under Federal A wards All contracts made by a grantee under a federal award must contain the provisions outlined in 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Appendix II to Part 200 Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. '7 IE;: i I n' it ' s 7.1 Property Management and Inventory The grantee must ensure equipment purchased with grant funds is used for the purpose of the Grant and as approved by OOG.The grantee must develop and implement a control system to prevent loss, damage or theft of property and investigate and document any loss, damage or theft of property funded under this Grant. The grantee must account for any real and personal property acquired with grant funds or received from the Federal Government in accordance with 2 CFR 200.310 Insurance coverage through 200.316 Property trust relationship and 200.329 Reporting on real property. This documentation must be maintained by the grantee, according to the requirements listed herein, and provided to OOG upon request, if applicable. When original or replacement equipment acquired under this award bythe grantee is no longer needed for the original project or program or for other activities currently or previously supported by the federal awarding agency or OOG,the grantee must make proper disposition of the equipment pursuant to 2 CFR 200 or TxGMS, as applicable. The grantee shall not give any security interest, lien or otherwise encumber any item of equipment purchased with grant funds. The grantee will maintain specified equipment management and inventory procedures for equipment (including replacement equipment), whether acquired in whole or in part with grant funds, until disposition takes place, with a per-unit cost of $5,000 or greater, any firearms, any items on the Prohibited or Controlled Expenditures list, and the following equipment with costs between $500 and $4,999: sound systems and other audio equipment, still and video cameras, TVs, video players/recorders,desktop computers, laptop computers,data projectors,smartphones,tablets,other hand held devices, mobile/portable radios, and unmanned aerial vehicle (UAV) drones. (See Texas Government Code, Sec. 403.271(b) for further information. Users of these standards should contact Grantee Standard Conditions and Responsibilities Office of the Governor the Texas Comptroller of Public Accounts' property accounting staff or review the Comptroller's State Property Accounting Process User's Guide,Appendix A, available on the internet,for the most current listing.)The equipment and inventory procedures include: A. The grantee must keep an inventory report on file containing equipment purchased with any grant funds during the grant period.The inventory report must agree with the approved grant budget and the final Financial Status Report and shall be available to OOG at all times upon request. B. At least every two (2) years, grantee must take a physical inventory and reconcile the results with property records. C. The grantee must maintain property/inventory records which, at minimum, include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquisition date, the cost of the property, the percentage of Federal participation in the cost of the property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price ofthe property. D. The grantee shall permanently identify all such equipment by appropriate tags or labels affixed to the equipment. Upon termination of this Grant Agreement,title, use,and disposal of equipment by the grantee shall be in conformity with TxGMS; however, as between OOG and the grantee title for equipment will remain with the grantee, unless TxGMS requires otherwise. 7.2 Maintenance and Repair The grantee will maintain, repair, and protect all equipment purchased in whole or in part with grant funds so as to ensure the full availability and usefulness of such equipment. In the event the grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the equipment purchased under this Grant Agreement, the grantee shall use the proceeds to repair or replace said equipment. 7.3 Automated License Plate Readers Any grantee requesting funds for Automated License Plate Readers(ALPR) must have a written policy regarding use of the ALPR and related data retention. Subrecipients also must enter into a User Agreement with the Texas Department of Public Safety(DPS), Crime Records Division to gain access to the Texas Automated License Plate Reader(LPR) Database so that data may be shared among all participating local, state,and federal agencies. DPS Crime Records Division will provide written certification of your jurisdiction's participation upon request. Grantees must provide OOG with a copy of the certification received from DPS Crime Records Division. Information "Technology .1 Accessibility Requirements If applicable, the grantee will comply with the State of Texas Accessibility requirements for Electronic P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor and Information Resources specified in Title 1, Chapter 213 of the Texas Administrative Code when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. Likewise, if applicable, the grantee shall provide the Texas Department of Information Resources (DIR) with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" II°11f;i°°;w;, a� a� a� h,„ifi„u°,;°;°; s ,lilh,Iles,; : . A company not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard"or obtaining a copy of the VPAT is located at Ih�II II �, ��assssssssssss .2 Criminal Intelligence System Operating Procedures Any information technology system funded or supported by these funds must comply with 28 CFR Part 23, Criminal Intelligence Systems Operating Policies. Any grant-funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 CFR Part 23 at least once for each continuous two-year period that the person has responsibility for entering data into or retrieving data from an intelligence database. .3 Blocking Pornographic Material The recipient understands and agrees that-(a) No award funds may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography, and (b) Nothing in subsection (a) limits the use of funds necessary for any Federal,State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. .4 C°ybersecarlty Training Local units of governments must comply with the Cybersecurity Training requirements described in Section 772.012 and Section 2054.5191 of the Texas Government Code.Local governments determined to not be in compliance with the cybersecurity requirements required by Section 2054.5191 of the Texas Government Code are ineligible for OOG grant funds until the second anniversary of the date the local government is determined ineligible. Indirect .1 Approved Indirect Cost Rate If indirect costs are allowable under an award, the Indirect Cost Budget Category will be available on the Budget tab. Grantees choosing to apply indirect costs to the award (except for those choosing to use a de minimis rate as described in 2 CFR § 200.414(f)) must have an approved indirect cost rate agreement with their cognizant agency (see 2 CFR § 200 Appendix III-VII for assigned cognizant agencies). A copy of the approval letter from the cognizant agency must be uploaded to the grant application for the grantee to be eligible for the indirect cost rate for the associated award. P u,;;s g e Grantee Standard Conditions and Responsibilities Office of the Governor The indirect cost rate cited in the budget denotes the approved indirect rate at the time the grant was awarded.It is the grantee's responsibility to ensure the appropriate indirect rate is charged throughout the term of the grant award even if the approved indirect rate expires or changes during the grant period. Indirect costs are subject to monitoring and the grantee must be able to produce evidence of an approved indirect cost rate upon request. 9.2 De Minimis Rate In accordance with 2 CFR§200.414(f) and TxGMS, grantees of federal or state funds that do not have a current negotiated (including provisional) rate may elect to charge a de minimis rate of 10% of modified total direct costs,which may be used indefinitely.A grantee that elects to use the de minimis indirect cost rate, must advise OOG in writing, in the grant application, before any such funds are obligated of its election, and must comply with all associated requirements in 2 CFR § 200.414(f) and TxG MS. 1.0 Audi' Records Requirements 10.1 Grantee Subject to Audits The grantee understands and agrees that grantee is subject to relevant audit requirements present in state or federal law or regulation or by the terms of this award. For federally funded grants, audit requirements can be found in 2 CFR Part 200 or OMB Circular A-133. For state funded awards, audit requirements can be found in the TxGMS. 10.2 Single Audit Requirements Any grantee expending more than $750,000 in state or $750,000 in federal funds in a fiscal year is subject to Single Audit Requirements in 2 CFR, Part 200, Subpart F — Audit Requirements or the requirements in TxGMS. The audit must be completed and the data collection and reporting package described in 2 CFR 200.512 must be submitted to the Federal Audit Clearinghouse (FAC) within 30 calendar days after receipt of the auditor's report(s), or nine months after the end of the audit period,whichever is earlier. Grantees who are not required to have an audit for the grantee's fiscal year in which the state or federal awards were made or expended,shall so certify in writing to OOG.The grantee's chief executive officer or chief financial officer shall make the certification within 60 days of the end of the grantee's fiscal year. 10.3 Cooperation with Monitoring,Audits, and records Requirements A. In addition to and without limitation on the other audit provisions of this Grant Agreement, pursuant to Section 2262.154 of the Texas Government Code,the State Auditor's Office or successor agency, may conduct an audit or investigation of the grantee or any other entity or person receiving funds from the State directly under this Grant Agreement or indirectly through a subcontract under this Grant Agreement. The acceptance of funds by the grantee or any other entity or person directly under this Grant Agreement or indirectly through a subcontract under this Grant Agreement acts as Grantee Standard Conditions and Responsibilities Office of the Governor acceptance of the authority of the State Auditor's Office, under the direction of the Legislative Audit Committee,to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit Committee, the grantee or another entity that is the subject of an audit or investigation by the State Auditor's Office shall provide the State Auditor's Office with prompt access to any information the State Auditor's Office considers relevant to the investigation or audit. The grantee further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. The grantee shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the grantee and the requirement to cooperate is included in any subcontract it awards. The State Auditor's Office shall at any time have access to and the right to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of the grantee related to this Grant Agreement. This Grant Agreement may be amended unilaterally by OOG to comply with any rules and procedures of the State Auditor's Office in the implementation and enforcement Section 2262.154 of the Texas Government Code. B. The grantee agrees to comply with the grant monitoring guidelines, protocols, and procedures established by OOG and any federal funding agency, and to cooperate with OOG and any relevant federal agency generally,including on any compliance review or complaint investigation conducted by the Federal sponsoring agency or OOG and on all grant monitoring requests, including requests related to desk reviews and/or sitevisits. C. The grantee shall maintain adequate records that enable OOG and any relevant federal agency to complete monitoring tasks,including to verify all reporting measures,requests for reimbursements, and expenditure of match funds related to this Grant Agreement.The grantee shall maintain such records as are deemed necessary by OOG,the State Auditor's Office,other auditors of the State of Texas,the federal government or such other persons or entities designated or authorized by OOG to ensure proper accounting for all costs and performances related to this GrantAgreement. D. OOG may request documented proof of payment.Acceptable proof of payment includes, but is not necessarily limited to, a receipt or other documentation of a paid invoice, a general ledger detailing the specific revenue and expenditures, a monthly bank statement evidencing payment of the specific expenditure, bank reconciliation detail,copies of processed checks, or a printed copy of an electronic payment confirmation evidencing payment of the specific expenditure to which the reimbursement relates. E. The grantee authorizes OOG,the State Auditor's Office,the Comptroller General,and any relevant federal agency, and their representatives, the right to audit, examine, and copy all paper and electronic records, books, documents, accounting procedures, practices, and any other requested records, in any form; relevant to the grant, the operation and management of the grantee, and compliance with this grant agreement and applicable state or federal laws and regulations;and will make them readily available upon request. The grantee will similarly permit access to facilities, personnel, and other individuals and information as may be necessary. F. If requested,the grantee shall submit to OOG a copy of its most recent independent financial audit. If requested, the grantee shall submit to OOG any audited financial statements, related management letters and management responses of grantee, and financial audit documents or portions thereof that are directly related to the grantee's performance of its obligations under this Grant Agreement. G. OOG may make unannounced monitoring visits at any time but will, whenever practical as determined at the sole discretion of OOG, provide the grantee with up to five (5) business days P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor advance notice of any such examination or audit. Any audit of records shall be conducted at the grantee's principal place of business and/or the location(s) of the grantee's operations during the grantee's normal business hours. The grantee shall provide to OOG or its designees, on the grantee's premises (or if the audit is being performed of a subcontractor, the subcontractor's premises if necessary) private space, office furnishings (including lockable cabinets), telephone services and Internet connectivity, utilities, and office-related equipment and duplicating services as OOG or its designees may reasonably require to perform the audits described in this Grant Agreement. H. In addition to the information contained in the required reports,other information may be required as requested by OOG, including OOG asking for more information regarding project performance or funds expenditures. In the event OOG requires additional information regarding the information or data submitted,the grantee will promptly provide the additional information.The grantee also agrees to assist OOG in responding to questions and assisting in providing information responsive to any audit, legislative request, or other inquiry regarding the grant award. Upon the request of OOG, the grantee must submit to COG any additional documentation or explanation OOG may desire to support or document the requested payment or report submitted under this Grant Agreement. I. If after a written request by OOG or a relevant federal agency,the grantee fails to provide required reports,information,documentation,or other information within reasonable deadlines set by OOG or the relevant federal agency, as required by this Grant Agreement, or fails to fulfil any requirement in this section, then OOG may consider this act a possible default under this Grant Agreement, and the grantee may be subject to sanctions including but not limited to,withholdings and/or other restrictions on the recipient's access to grant funds; referral to relevant agencies for audit review; designation of the recipient as a high-risk grantee; or termination of awards. J. The grantee agrees to hold any subcontractors or subgrantees to the provisions of this section and to require and maintain the documentation necessary to complete monitoring tasks performed by any subcontractor or subgrantee. The grantee shall ensure that this section concerning the authority to audit funds received indirectly by subcontractors through grantee and the requirement to cooperate is included in any subcontract it awards related to this grant. The grantee will direct any other entity, person, or contractor receiving funds directly under this Grant Agreement or through a subcontract under this Grant Agreement to likewise permit access to, inspection of, and reproduction of all books, records, and other relevant information of the entity, person, or contractor that pertain to this Grant Agreement. 10.4 Requirement to Address Audit Findings If any audit, financial or programmatic monitoring, investigations, review of awards, or other compliance review reveals any discrepancies, inadequacies, or deficiencies which are necessary to correct in order to maintain compliance with this Grant Agreement, applicable laws, regulations, or the grantee's obligations hereunder, the grantee agrees to propose and submit to OOG a corrective action plan to correct such discrepancies or inadequacies within thirty (30) calendar days after the grantee's receipt of the findings.The grantee's corrective action plan is subject to the approval of OOG. OOG, at its sole discretion, may impose remedies as part of a corrective action plan, including, but not limited to: increasing monitoring visits; requiring that additional or more detailed financial and/or programmatic reports be submitted; requiring prior approval for expenditures; requiring additional technical or management assistance and/or making modifications in business practices; reducing the P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor grant award amount; and/or terminating this Grant Agreement. The foregoing are not exclusive remedies, and OOG may impose other requirements that OOG determines will be in the best interest of the State. The grantee understands and agrees that the grantee must make every effort to address and resolve all outstanding issues, findings, or actions identified by OOG (and/or, in the case of federally funded grant,a relevant federal agency)through the corrective action plan or any other corrective plan.Failure to promptly and adequately address these findings may result in grant funds being withheld, other related requirements being imposed,or other sanctions and penalties.The grantee agrees to complete any corrective action approved by OOG within the time period specified by OOG and to the satisfaction of OOG, at the sole cost of the grantee. The grantee shall provide to OOG periodic status reports regarding the grantee's resolution of any audit, corrective action plan, or other compliance activity for which the grantee is responsible. 10.5 Records Retention A. The grantee shall maintain appropriate audit trails to provide accountability for all expenditures of grant funds, reporting measures, and funds received from COG under this Grant Agreement. Audit trails maintained by the grantee will,at a minimum, identify the supporting documentation prepared by the grantee to permit an audit of its accounting systems and payment verification with respect to the expenditure of any funds awarded under this Grant Agreement.The grantee's automated systems, if any, must provide the means whereby authorized personnel have the ability to audit and to verify performance and to establish individual accountability for any action that can potentially cause access to,generation of,or modification of payment information. B. The grantee must maintain fiscal records and supporting documentation for all expenditures resulting from this Grant Agreement pursuant to 2 CFR 200.333,TxGMS, and state law. 1. The grantee must retain these records and any supporting documentation until the third anniversary of the later date of(1) the submission of the final expenditure report, or (2) the resolution of all issues that arose from any litigation, claim, negotiation, audit, or administrative review involving the grant. 2. Records related to real property and equipment acquired with grant funds shall be retained for three(3)years after final disposition. 3. For all training and exercises paid for by this Grant, grantee must complete, deliver to the appropriate source, and then retain copies of all after-action reports and certificates of training completion for the time period specified in this Section. 4. OOG or the Federal Funding Agency may direct a grantee to retain documents for longer periods of time or to transfer certain records to OOG or federal custody when OOG or the Federal Funding Agency determines that the records possess long term retention value. 5. The grantee must give the Federal Funding Agency, the Comptroller General of the United States,the Texas State Auditor's Office,OOG,or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files, other papers, things or property belonging to or in use by grantee pertaining to this Grant including records concerning the past use of grant funds. Such rights to access shall continue as long as the records are maintained. The grantee must include the substance of this Section in all subcontracts. Grantee Standard Conditions and Responsibilities Office of the Governor C. If the grantee collects personally identifiable information,it will have a publically-available privacy policy that describes what information it collects, how it uses the information,whether it shares the information with third parties, and how individuals may have their information corrected where appropriate. The grantee shall establish a method to secure the confidentiality of any records related to the grant program that are required to be kept confidential by applicable federal or state law or rules.This provision shall not be construed as limiting OOG's access to such records and other information under any provision of this Grant Agreement. 1.1. Prohibited and RegulatedActivities 11EExlpendltuires 11.1 Inherently Religious Activities A grantee may not use grant funding to engage in inherently religious activities,such as proselytizing, scripture study, or worship. Grantees may,of course, engage in inherently religious activities; however,these activities must be separate in time or location from the federally assisted program. Moreover,grantees must not compel program beneficiaries to participate in inherently religious activities. Grantees must also not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief in the delivery of services or benefits funded by the grant.These requirements apply to all grantees, not just faith-based organizations. 11.2 Political Activities Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: A. Unless specifically authorized to do so by federal law,grant recipients or their subgrantees or contractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying or advocating for legislative programs or changes; campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties; and voter registration or get-out-the-vote campaigns. Generally, organizations or entities which receive federal funds by way of grants,contracts,or cooperative agreements do not lose their rights as organizations to use their own, private, non-federal resources for"political" activities because of or as a consequence of receiving such federal funds.These recipient organizations must thus use private or other non-federal money, receipts, contributions, or dues for their political activities, and may not charge off to or be reimbursed from federal contracts or grants for the costs of such activities. B. Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. C. Grant-funded employees may not coerce, attempt to coerce, command, restrict, attempt to restrict, or prevent the payment, loan, or contribution of anything of value to a person or political organization for a political purpose. D. Grant funds will not be used, either directly or indirectly, in support of the enactment, repeal, modification,or adoption of any law, regulation or policy, at any level of government,without 1 u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor the express prior approval of OOG and applicable federal funding agencies. If any non-grant funds have been or will be used in support of the enactment, repeal, modification,or adoption of any law, regulation or policy, at any level of government, it will notify OOG to obtain the appropriate disclosure form. E. Grant funds may not be used to employ, as a regular full-time or part-time or contract employee, a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency, membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. F. Grant funds—whether expended by the grantee or by any subgrantee or subcontractor—will not be used for political polling.This prohibition regarding political polling does not apply to a poll conducted by an academic institution as a part of the institution's academic mission that is not conducted for the benefit of a particular candidate or party. G. As applicable, the grantee will comply with 31 USC § 1352, which provides that none of the funds provided under an award may be expended by the grantee to pay any person to influence,or attempt to influence an officer or employee of any agency,a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal. The grantee will include the language of this section in the award documents for all subawards at all tiers and will require all subrecipients to certify accordingly. 11.3 Generally Prohibited Expenditures The following items and activities are specifically prohibited from being funded under this Grant Agreement: A. Costs of advertising and public relations designed solely to promote the governmental unit; B. Costs of international travel'; C. Costs of entertainment, including amusement, diversion, and social activities and any costs directly associated with such costs (such as tickets to shows or sports events, meals, lodging, rentals,transportation,and gratuities); D. Fundraising; E. Lobbying; F. Alcoholic beverages; G. Costs to support any activity that has as its objective funding of sectarian worship, instruction, or prose lytization; and H. Promotional items and memorabilia, including models,gifts, and souvenirs. In certain circumstances international travel may be allowed under the Homeland Security Grant Program with prior written approval from the US Department of Homeland Security,Federal Emergency Management Agency (FEMA). Grantee Standard Conditions and Responsibilities Office of the Governor 11.4 Acorn The grantee understands and agrees that it cannot use any federal funds,either directly or indirectly, in support of any contract or subaward to either the Association of Community Organizations for Reform Now(ACORN) or its subsidiaries,without the express prior written approval of OOG. 11.5 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment The John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA), Pub. L. No. 115-232 (2018), prohibits the purchase of certain telecommunications and video surveillance services or equipment from specified entities. For more information on this prohibition please refer to , fC �k .. �a��a� ��u;,p, �u��e��� ���� ����aill,ll„ �I�I �illti�. Public Law No. 115-232 at tiill�,,.��� ���,� � 1.2 Financial Requirements 12.1 Financial 5tatu,s Reports Financial Status Reports must be submitted to OOG via eGrants. Unless otherwise specified by OOG, Reports may be submitted monthly but must be submitted at least quarterly. Reports are due after each calendar quarter regardless of when the grant was awarded. Due dates are: 1. April 22(January-March quarter) 2. July 22 (April-June quarter) 3. October 22 (July-September quarter) 4. January 22 (October-December quarter) A grant liquidation date will be established in eGrants. The final Financial Status Report must be submitted to OOG on or before the liquidation date or the grant funds may lapse and OOG will provide them as grants to others who need the funding. Payments will be generated based on expenditures reported in the reports. Upon OOG approval of the report, OOG will issue a payment through direct deposit or electronic transfer. 12.2 Approval of Financial5tatus Report Grant payments will be generated based on expenditures as reported in the Financial Status Reports in eGrants or, if authorized by OOG, through Advance Payment Requests. Upon OOG approval of a Financial Status Report or Advance Payment Request, a payment will issue through direct deposit or electronic transfer, though additional documentation may be required and this statement does not override other rules, laws or requirements. It is the policy of OOG to make prompt payment on the approval of a properly prepared and submitted Financial Status Report and any other required documentation. P u,;; g e Grantee Standard Conditions and Responsibilities Office of the Governor 12.3 Reimbursements OOG will be obligated to reimburse the grantee for the expenditure of actual and allowable allocable costs incurred and paid by the grantee pursuant to this Grant Agreement. Each item of expenditure shall be specifically attributed to the eligible cost category as identified in the Grant Budget.The Grant Budget is established as provided in eGrants and is the approved budget for the planned expenditure of awarded grant funds,with expenditures identified by approved cost category. OOG is not obligated to pay unauthorized costs or to reimburse expenses that were incurred by the grantee prior to the commencement or after the termination of this Grant Agreement. By submission of a Financial Status Report,the grantee is warranting the following: (1) all invoices have been carefully reviewed to ensure that all invoiced services or goods have been performed or delivered; (2) that the services or goods have been performed or delivered in compliance with all terms of this Grant Agreement; (3) that the amount of each new Financial Status Report added together with all previous Financial Status Reports do not exceed the Maximum Liability of OOG;and(5)the charges and expenses shown on the Request for Reimbursement are reasonable and necessary. 12.4 Generally Accepted Accounting Principles The grantee shall adhere to Generally Accepted Accounting Principles (GAAP) promulgated by the American Institute of Certified Public Accountants, unless other recognized accounting principles are required by the grantee. The grantee shall follow OOG fiscal management policies and procedures in processing and submitting requests for reimbursement and maintaining financial records related to this Grant Agreement. 12.5 Program Income "Program income" means gross income received by the grantee or subgrantee directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. Unless otherwise required under the terms of this Grant Agreement,any program income shall be used by the grantee to further the program objectives of the project or activity funded by this grant,and the program income shall be spent on the same project or activity in which it was generated. Program income shall be used to offset the grant award. The grantee shall identify and report this income in accordance with OOG's reporting instructions. The grantee shall expend program income during the term of this Grant Agreement; program income not expended during the term of this Grant Agreement shall be refunded to OOG. 12.6 Refunds and Deductions If OOG determines that the grantee has been overpaid any grant funds under this Grant Agreement, including payments made inadvertently or payments made but later determined to not be actual and allowable allocable costs, the grantee shall return to OOG the amount identified by OOG as an overpayment.The grantee shall refund any overpayment to OOG within thirty(30) calendar days of the receipt of the notice of the overpayment from OOG unless an alternate payment plan is specified by OOG. Grantee Standard Conditions and Responsibilities Office of the Governor 12.7 Liquidation Period The liquidation date is ninety(90)calendar days after the grant end date, unless otherwise noted in the original grant award or a grant adjustment. Funds not obligated by the end of the grant period and not expended by the liquidation date will revert to COG. 12.8 Duplication of Funding If grantees receive any funding that is duplicative of funding received under this grant,they will notify OOG as soon as possible. OOG may issue an adjustment modifying the budget and project activities to eliminate the duplication. Further, the grantee agrees and understands that any duplicative funding that cannot be re-programmed to support non-duplicative activities within the program's statutory scope will be de-obligated from this award and returned to OOG. 12.9 Supplanting Awarded funds must be used to supplement existing funds for program activities and not replace (supplant) funds that have been appropriated, allocated or disbursed for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews. Violations may result in a range of penalties, including suspension of future funds, suspension or debarment from receiving federal or state grants, recoupment of monies provided under the grant,and civil or criminal penalties. For additional information on supplanting, refer to the Guide to Grants at 1.3 Require is 13.1 Measuring, Deporting, and Evaluating Performance Grantees should regularly collect and maintain data that measure the performance and effectiveness of activities under this award, in the manner, and within the timeframes specified in the program solicitation, or as otherwise specified by OOG. This evaluation includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must submit required reports regarding grant information, performance, and progress towards goals and objectives in accordance with the instructions provided by OOG or its designee. If requested by OOG, the grantee shall report on the progress towards completion of the grant project and other relevant information as determined by OOG.To remain eligible for funding,the grantee must be able to show the scope of services provided and their impact, quality, and levels of performance against approved goals, and that their activities and services effectively address and achieve the project's stated purpose. 13.2 Deport Formats,Submissions, and Timelines The grantee shall provide to OOG all applicable reports in a format and method specified by OOG.The grantee shall ensure that it submits each report or document required by OOG in an accurate, complete, and timely manner to OOG or the Federal sponsoring agency, as specified by this Grant Agreement or OOG, and will maintain appropriate backup documentation to support the reports. Grantee Standard Conditions and Responsibilities Office of the Governor Unless filing dates are given herein, all other reports and other documents that the grantee is required to forward to OOG shall be promptly forwarded. 13.3 Failure to File Required Reports Failure to comply with submission deadlines for required reports, Financial Status Reports, or other requested information may result in OOG, at its sole discretion, placing the grantee on immediate financial hold without further notice to the grantee and without first requiring a corrective action plan. No reimbursements will be processed until the requested information is submitted. If the grantee is placed on financial hold,OOG,at its sole discretion, may deny reimbursement requests associated with expenses incurred during the time the grantee was placed on financial hold. P u,;; g e ATTACHMENT B Statement of Grant Award(SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor(OOG).This Grant Agreement and all terms,conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies,departments,divisions,governmental entities, public corporations,and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants,agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the 'Narrative'and 'Budget/Details'tabs. By accepting the Grant Award in eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies,guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award;the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants;and the other identified documents in the Grant Application and Grant Award, including but not limited to:2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards;Chapter 783 of the Texas Government Code,Title 34, Part 1,Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code,and the Uniform Grant Management Standards(UGMS) developed by the Comptroller of Public Accounts;the state Funding Announcement or Solicitation under which the grant application was made,and for federal funding,the Funding Announcement or Solicitation under which the OOG was awarded funds;and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply.The OOG reserves the right to add additional responsibilities and requirements,with or without advance notice to the Grantee. By clicking on the'Accept' button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project,agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein,and agrees with the following conditions of grant funding.The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirement(s), if any,cited below: Grant Number: 2848908 Award Amount: $8,411,969.10 Date Awarded: 6/10/2022 Grantee Cash Match: $0.00 Grant Period: 05/01/2022 -08/31/2023 Grantee In Kind Match: $0.00 Liquidation Date: 11/29/2023 Grantee GPI: $0.00 Program Fund: TA-Texas Anti-Gang(TAG) Program-HB 5 Total Project Cost: $8,411,969.10 Grantee Name: North Richland Hills,City of Project Title: North Texas Anti-Gang Center Grant Manager: James Ziehl Unique Entity Identifier(UEI): G3D6UCVKR963 CFDA: N/A Federal Awarding Agency: Federal Award Date: N/A-State Funds Federal/State Award ID 2022-TA-ST-0001 Number: Total Federal Award/State Funds $180,000,000.00 Appropriated: Pass Thru Entity Name: Texas Office of the Governor—Homeland Security Grants Division (HSGD) Is the Award R&D: No Federal/State Award The purpose of the TAG Program is to support strategic partnerships and targeted, Description: regional, multidisciplinary approaches to successfully combat gang violence through the coordination of gang prevention, intervention,and suppression activities. ATTACHMENT C Agency Name: North Richland Hills, City of Grant/App: 2848908 Start Date: 5/l/2022 End Date: 8/31/2023 Project Title: North Texas Anti-Gang Center Status: Active Grant Eligibility Information Your organization's Texas Payee/Taxpayer ID Number: 17560051942002 Application Eligibility Certify: Created on:2/4/2022 9:31:01 AM By:Edward Wright Profile Information Applicant Agency Name: North Richland Hills, City of Project Title: North Texas Anti-Gang Center Division or Unit to Administer the Project: North Richland Hills Police Department Address Line 1: 4301 City Point Drive Address Line 2: City/State/Zip: North Richland Hills Texas 76180-6949 Start Date: 5/1/2022 End Date: 8/31/2023 Regional Council of Goverments(COG) within the Project's Impact Area: North Central Texas Council of Governments Headquarter County: Dallas Counties within Project's Impact Area: Anderson,Angelina,Archer,Baylor,Bowie,Brown,Camp,Carson,Cass,Cherokee,Clay,Cok e,Coleman,Collin,Comanche,Concho,Cooke,Dallas,Delta,Denton,Eastland,Ellis,Erath,Fannin,F oard,Fran klin,Grayson,Gregg,Harrison,Haskell,Henderson,Hood,Hopkins,Hunt,Jack,Johnson Grant Officials: Authorized Official Name: Jimmy Perdue Email: jperdue@nrhtx.com Address 1: 4301 City Point Dr. Address 1: City: North Richland Hills, Texas 76180 Phone: 817-427-7006 Other Phone: 817-427-7000 Fax: 817-427-7010 Title: Mr. Salutation: Chief Position: Director of Public Safety Financial Official Name: Rachel Clements Email: rclements@nrhtx.com Address 1: PO Box 820609 Address 1: ATTN: Finance City: North Richland Hills, Texas 76182 Phone: 817-427-8155 Other Phone: Fax: 817-427-6151 Title: Ms. Salutation: Ms. Position: Accounting Technician Proiect Director Name: Edward Wright Email: ewright@nrhtx.com Address 1: 7301 NE Loop 820 Address 1: City: North Richland Hills, Texas 76180 Phone: 817-427-7025 Other Phone: 817-427-7000 Fax: Title: Mr. Salutation: Lieutenant Position: Community Services Lieutenant Grant Writer Name: Scott McRory Email: scott.mcrory@texomahidta.org Address 1: 8404 Esters Blvd., Suite 100 Address 1: City: Irving, Texas 75063 Phone: 972-374-4822 Other Phone: 214-724-3458 Fax: Title: Mr. Salutation: Mr. Position: North Texas TAG Administrator Grant Vendor Information Organization Type: Unit of Local Government (City, Town, or Village) Organization Option: applying to provide homeland security services Applicant Agency's State Payee Identification Number (e.g., Federal Employer's Identification (FEI) Number or Vendor ID): 17560051942002 Unique Entity Identifier (UEI): G3D6UCVKR963 Narrative Information Introduction The purpose of the Texas Anti-Gang (TAG) Program is to support pre-selected projects that use regional, multidisciplinary approaches to combat gang violence through the coordination of gang prevention, intervention, and suppression activities. The PSO's eGrants User Guide to Creating an Application guides applicants through the process of creating and submitting an application in eGrants. Information and guidance related to the management and use of grant funds can be found in the PSO's Guide to Grants, located on the PSO Resource for Applicants and Grantees web a e. Certifications In addition to the requirements found in existing statute, regulation, and the funding announcement, this program requires applicant organizations to certify compliance with the following: Cybersecurity Training Requirement Local units of government, including counties, municipalities, special districts, school districts, junior college districts, or other political subdivisions of the state, must submit a written certification of the local government's compliance with the cybersecurity training required by Section 2054.5191 of the Texas Government Code. A determination of non- compliance with the cybersecurity training requirements will result in a refund of the original grant award as well as ineligibility of future grant awards until the second anniversary of the date the local government is determined ineligible. Constitutional Compliance Applicant assures that it will not engage in any activity that violates Constitutional law including profiling based upon race. Information Systems Applicant assures that any new criminal justice information systems will comply with data sharing standards for the Global Justice XML Data Model and the National Information Exchange Model. TXGANG Criminal Gang Database Reporting Applicant assures that it is compliant with TXGANG reporting requirements related to criminal combinations and criminal street gang activity, as required by Sec. 61.02, Code of Criminal Procedures. SAFECOM All entities using grant funding to support emergency communications activities are required to comply with the SAFECOM Guidance on Emergency Communications Grants (SAFECOM Guidance). The SAFECOM Guidance provides current information on emergency communications policies, eligible costs, best practices, and technical standards for grant recipients investing in emergency communications projects. It is also designed to promote and align with the National Emergency Communications Plan (NECP). Conformance with the SAFECOM Guidance helps ensure that grant-funded activities are compatible, interoperable, resilient, and support national goals and objectives for improving emergency communications. Criminal History Reporting Entities receiving funds from PSO must be located in a county that has an average of 90% or above on both adult and juvenile dispositions entered into the computerized criminal history database maintained by the Texas Department of Public Safety (DPS) as directed in the Texas Code of Criminal Procedure, Chapter 66. The disposition completeness percentage is defined as the percentage of arrest charges a county reports to DPS for which a disposition has been subsequently reported and entered into the computerized criminal history system. Additionally, counties applying for grant awards from the Office of the Governor must commit that the county will report at least 90 percent of convictions and other dispositions within five business days to the Criminal Justice Information System at the Department of Public Safety. Click here for additional information from DPS on this new reporting requirement. Uniform Crime Reporting (UCR) Eligible applicants operating a law enforcement agency must be current on reporting complete UCR data and the Texas specific reporting mandated by 411.042 TGC, to the Texas Department of Public Safety (DPS) for inclusion in the annual Crime in Texas (CIT) publication. To be considered eligible for funding, applicants must have submitted a full twelve months of accurate data to DPS for the most recent calendar year by the deadline(s) established by DPS. Due to the importance of timely reporting, applicants are required to submit complete and accurate UCR data, as well as the Texas-mandated reporting, on a no less than monthly basis and respond promptly to requests from DPS related to the data submitted. Note: UCR is transitioning from summary reporting to NIBRS only in 2021. Applicants are encouraged to transition to NIBRS as soon as possible in order to maintain their grant eligibility. Compliance with State and Federal Laws, Programs and Procedures Local units of government, including cities, counties and other general purpose political subdivisions, as appropriate, and institutions of higher education that operate a law enforcement agency, must comply with all aspects of the programs and procedures utilized by the U.S. Department of Homeland Security ("DHS") to: (1) notify DHS of all information requested by DHS related to illegal aliens in Agency's custody; and (2) detain such illegal aliens in accordance with requests by DHS. Additionally, counties and municipalities may NOT have in effect, purport to have in effect, or make themselves subject to or bound by, any law, rule, policy, or practice (written or unwritten) that would: (1) require or authorize the public disclosure of federal law enforcement information in order to conceal, harbor, or shield from detection fugitives from justice or aliens illegally in the United States; or (2) impede federal officers from exercising authority under 8 U.S.C. § 1226(a), § 1226(c), § 1231(a), § 1357(a), § 1366(1), or § 1366(3). Lastly, eligible applicants must comply with all provisions, policies, and penalties found in Chapter 752, Subchapter C of the Texas Government Code. Each local unit of government, and institution of higher education that operates a law enforcement agency, must download, complete and then upload into eGrants the CO/Law Enforcement Certifications and Assurances Form certifying compliance with federal and state immigration enforcement requirements. This Form is required for each application submitted to PSO and is active until August 31, 2022 or the end of the grant period, whichever is later. Overall Certification Each applicant agency must certify to the specific requirements detailed above as well as to comply with all requirements within the PSO Funding Announcement, the Guide to Grants, the Grantee Conditions and Responsibilities, any authorizing or applicable state and federal statutes and regulations to be eligible for this program. X I certify to all of the application content & requirements. Project Summary : Briefly summarize the project, including proposed activities and intended impact. The North Texas Anti-Gang Center (TAG) is a physical environment funded by the Texas Office of the Governor (OOG) Homeland Security Grants Division (HSGD) and established to support strategic law enforcement partnership within the North Texas region to combat gang violence and organized crime associated to these criminal enterprises. This multidisciplinary approach of the TAG concentrates efforts through the coordination of gang prevention, intervention and suppression activities. The combined law enforcement resources and strategies are designed to effectively decrease the threat created by gang activities with the ultimate goal to disrupt the command and control of these criminal organizations, which affect public safety in our communities. The goal remains to continue building and expanding the TAG partnership with the 13 participating agencies to effectively share valuable resources such as intelligence sharing, personnel, and equipment. Further, the TAG is exploring areas in which the TAG partners with local agencies related to gang prevention measures to slow the growing problem, as well as participate in intervention measures to stem the activities of current gang members. During the FY2023 grant period, the TAG will be relocating. The design of the new location is anticipated to improve efficiencies and enhance collaborations in which partner agencies hold an established presence. The TAG building allows for de-confliction and bolsters open communication regarding intelligence sharing, joint and multi-agency law enforcement operations, and law enforcement training sessions and conferences. The TAG anticipates implementing the StopNorthTexasGangs.org website, which allows the public to submit anonymous tips on wanted gang fugitives and tips on gang activities in the TAG AOR. The TAG includes Region 1 for the Texas Department of Public Safety which is located within the northeast portion of Texas. Region 1 contains five MSAs, including Dallas-Fort Worth-Arlington, and Sherman- Denison. According to censusreporter.org, in 2019, the Dallas/Ft. Worth (DFW)/Arlington metroplex's combined population was approximately 7.6 million individuals and covers approximately 8,674 square miles, which forms the largest combined MSA population region in the state. [NOTE: Region 1 of which the TAG is located and covers contains 42 counties.] According to the 2016 Texas Department of Criminal Justice (TDC3) statistics, among all gang members entering into TDC3, approximately 25 percent came from counties located in Region 1. In 2014, 90% of gang members entering TDC3 originated from the Dallas-Fort Worth-Arlington MSA. The TAG began operations on May 1, 2016 and is open to law enforcement agencies with responsibilities to oversee, enforce, and/or prosecute gangs and gang related activity. Four anchor agencies relocated their gang units to the TAG. The ATF relocated an investigative violent crime group and their Crime Gun Intelligence Center (CGIC); Texas DPS relocated their gang units formerly housed in Garland, Texas and Hurst, Texas; the FBI relocated its Safe Street Taskforce; and HSI relocated its gang unit to the TAG. The Dallas County District Attorney's Office has assigned a full-time Border Prosecution Unit attorney at the TAG. Through the partnerships with these agencies, personnel from the following agencies are also represented in some form at the TAG— Dallas Police Department (PD), Fort Worth PD, Irving PD, Arlington PD, Mesquite PD, ICE Enforcement Removal Operations, Texas Alcohol and Beverage Commission, Drug Enforcement Administration, and the TDC3-OIG. Through the collaborative and cooperative efforts of these agencies, the TAG's purpose is to enhance the investigative efforts of law enforcement in the North Texas area combating gangs and violent crime committed by gangs. The TAG and the Texoma HIDTA share a state-of-the-art training center, which provides training to agencies across the North Texas area. Such training includes, but is not limited to, anti-gang enforcement tactics ranging from street stop encounters by law enforcement with violent gang members to long-term investigations of complex criminal investigations of organized/violent gang organizations. Problem Statement : Provide a detailed account of the issues, threats or hazards that your project will target. For federal Homeland Security Grants, include specific references to the regional or state Threat and Hazard Identification and Risk Assessment (THIRA), as applicable. Due to various factors, the region surrounding the DFW metroplex is a primary hub for gangs and organizations engaged in serious and violent criminal activities, including human, drug, and gun trafficking, assaults, and homicides. The presence of transnational gangs such as MS-13 and 18th Street have increased their footprint here as has the expected increase in violence related to such groups relocating to the DFW area from other parts of Texas. Multiple law enforcement agencies have responsibilities for investigating and prosecuting related criminal activities and organizations. Enhanced cooperation and participation among these agencies in addressing these threats furthers the ability of these agencies to fulfill its mission, which enhances public safety. According to the Texas DPS Threat Assessment, there are an estimated 100,000 gang members and 400 gangs located throughout the DFW metroplex. Approximately 52% of tier level gang members are serving sentences for violent crimes. The most significant gangs in our area include, "Bloods (multiple sets), Crips (multiple sets), Tango Blast (D/FW), Surehos (multiple sets), Aryan Brotherhood of Texas (ABT), and Aryan Circle." Despite law enforcement's operational and leadership disruption of ABT and Aryan Circle, each maintain a heavy presence in the DFW metroplex and surrounding rural areas." The report states that transnational gangs such as MS-13 and 18th Street are present and active in Dallas, Denton, and Tarrant counties. Gangs are also heavily involved in narcotics trafficking and often work with each other, regardless of race or ideology, in order to profit from these activities. Cartels continue to use gangs to move drugs, people, and weapons across the southern border of the United States, thereby contributing to the nations on-going opioid epidemic. Hybrid gangs continue to transform into an organized criminal enterprise, which negatively influence the safety of citizens living in the DFW metroplex. The majority of cases prosecuted by the Dallas County DA involve shootings, robberies, and narcotics trafficking committed by hybrid gangs. There has been an increase in violent activity by gangs such as "Trill Fam" and "Trench Gang."The predominant street gang within Arlington encompasses African-Americans ranging from 13 to 22 years of age who make up a loose conglomerate of gangs belonging to local subsets of the Crips and Bloods. Hybrid gangs have "no code" when it comes to violent crime and are commonly associated with drive-by shootings, aggravated thefts, and robberies; the latter two being the genesis for the acquisition of firearms utilized in their operations. Gang presence and activity within Fort Worth is robust and active. Local street gangs and hybrids have perpetuated violence in the city to a new level. Hybrid gangs have been at the center surge of opportunistic violent robberies and shootings. Individuals are typically in their late teens to early twenties and primarily African-American. Their youth and ever-evolving nature have spawned hundreds of active cliques within the group. Previous reports indicated the Tango Blast (D/FW sets) maintain the largest overall gang membership in the area; once released from incarceration, many members tend to drop their affiliation in favor of the smaller street gang which they were previously aligned. Other significant gangs are the Bandiclos Outlaw Motorcycle Gang, MS-13, Surehos, various sets of Crips and Bloods, and Aryan Circle. Other less active gangs in the area include the Texas Syndicate, 18th Street, and Gangster Disciples. The largest and most active street gangs in Region 1 include Crips (all sets), Surehos (all sets), Bloods (all sets), and Latin Kings. The largest and most active prison gangs are the D/FW cliques of Tango Blast, Aryan Brotherhood of Texas (ABT), and Aryan Circle. The ABT and Aryan Circle maintain a strong presence east of Dallas, while the Latin Kings are active in north Fort Worth and Denton. Agencies in the region report a significant presence of Gangster Disciples, Nortehos, 18th Street, MS-13, and Texas Syndicate. The Texas DPS assessments summarized the North Texas gang threat as follows: "The gang threat in Texas will remain high during the coming year. Gangs working directly with the Mexican cartels will continue to represent a particular threat to the state. The threat posed by individual gangs will change over time. Although changes in gang leadership and the impact of law enforcement action will have an effect on a gang's ability to operate effectively, many of the Tier 1 and Tier 2 gangs will continue to constitute significant threats to Texas due to their large membership numbers, relationships with cartels, high levels of transnational criminal activity, and other factors. Existing Capability Levels : Describe the existing capability levels, including resources that are currently in place to support this project prior to the use of grant funds. The existing capabilities of the TAG consist of the Participant Agencies which include: the FBI, DEA, ATF, HSI, Texas DPS, Dallas PD, Arlington PD, Fort Worth PD, Irving PD, North Richland Hills PD, Dallas County DA's Office, Tarrant County DA's Office, and Texas Alcohol and Beverage Control. Current capabilities include individual agencies' IT network systems, law enforcement and analytic/support personnel and equipment, state and federal prosecutors, fiscal operational support, and electronic surveillance equipment and capabilities. Additionally, an analyst from the Office of the Attorney General, Human Trafficking and Organized Crime Unit, sits at the TAG. Capability Gaps: Describe the capability gaps which will be addressed by the project. For federal Homeland Security Grants, include specific references to the regional or statewide State Preparedness Report (SPR). The overall goal is to enhance coordinated law enforcement activity targeted at gangs and other criminal organizations operating in or affecting the region by co-locating representatives from federal, state and local law enforcement agencies in a "dedicated facility" (TAG). While this remains true today, a new approach for the TAG needs to be undertaken. Currently, the agencies seated in the TAG are three federal agencies and one state agency. There is no local presence other than as TFO's assigned to the federal agencies. Gangs are mainly a local law enforcement problem. While it is true there are international gangs operating within the state, the overwhelming majority of gang activity occurs at the local level affecting local communities. This TAG is unique among all other TAG due to the sheer size of area covered. As stated earlier, the DFW metroplex's combined population was approximately 7.6 million individuals and covered approximately 8,674 square miles, which forms the largest combined population region in the state. Additionally, there are over approximately 200 law enforcement agencies in this area. The large majority of agencies that could benefit from participation in the TAG cannot travel daily to the TAG for office space and co-location only to return to their communities to conduct gang and violent crime investigations. Logistically, this does not make sense. The geographic makeup of the DFW metroplex does not allow itself to a "one-size fits all" TAG. Although gangs are operating throughout the entire DFW metroplex, the gang problem is unique to its own area and is not the same throughout the area, i.e. Dallas' gang problem is not the same as Ft. Worth's gang problem. The most effective use of time and resources is to maintain the TAG and initiate two "sub-station" TAGS on the east side of the DFW metroplex and one on the west side. Currently, the Ft. Worth PD has agreed to provide rent-free space to house a "substation" TAG on the west side of the DFW metroplex. Currently, there is space for an additional 30 officers, not including Ft. Worth PD personnel currently there, to conduct gang and violent crime related investigations. These officers will come from departments that have never participated in the TAG due to logistical issues. This has the capability to add approximately 60 officers participating in the TAG as a whole. By being housed in an area near to the location(s) they will be conducting investigations in, the TAG will be more effective and have a larger reach and impact with these presently underserved communities. Additionally, the Ft. Worth PD was recently certified as a Fusion Center, which sits in the same building as the "sub-station"TAG. This will allow the TAG to leverage their intelligence capabilities to improve the quality of investigations. As the intelligence component of the TAG develops, it will enhance existing intelligence efforts in the North Texas Region as well as, tie in with the currently operational TAGS and future ones as they become operational. By providing this new physical environment (sub-station) concept equipped with advanced technology, the TAG enables the co-location law enforcement agencies to more efficiently and effectively cooperate, coordinate and collaborate on intelligence, investigatory, and operational activities related to this shared threat in an effort to reduce gang related crime and violence specifically in the areas they serve. The TAG reaches out to agencies across the North Texas areas to support multi-agency collaborative approaches to gang/violent crime by bringing the expertise of agencies participating within the TAG and provides resources available through the TAG, such as overtime, training, equipment, and intelligence sharing platforms accessible to all agencies with an interest/need. Presently, we have added a HSI gang squad (seven special agents and one supervisor) and four ATF agents to this location. Impact Statement : Describe the project goals/objectives and how this project will maintain capabilities or reduce capability gaps. The goal for this project remains to provide a "centralized point" of coordination for law enforcement operations and intelligence gathering to curb gang activity and violence via multi-agency partnerships with key federal, state, and local law enforcement agencies. The TAG allows for cleconfliction of investigations by centralizing planned events and helps prevent the comprising of investigations by reducing conflicting events and targets. By partnering with regional law enforcement agencies, the TAG will promote the development of intelligence and tactics to better combat violent criminal gangs in and around the North Texas area. Having multiple agencies working together ensures the coordination of efforts to focus on gang activities that threaten the safety of our neighborhoods. The TAG project helps provide relief to high crime areas affected by gang violence by disrupting gang-related crime. The effectiveness of the TAG project is based on achieving progress towards the identified project-specific measures. The measurable goals (outputs and outcomes) include: number of gang contacts, number of gang members arrested for misdemeanors and felonies, number of gangs targeted/investigated, number of weapons seized, number of participating agencies, drug and currency seizures for each of the participating agencies, number of multi-agency operations, number of gangs disrupted, and number of TAG-hosted training sessions. The baseline information for the aforementioned measures and goals are determined by gathering statistical data from TAG participating agencies. All data required for statistical and evaluative purposes of the project is coordinated and collected by the TAG Administrator and maintained on an on-site TAG server. Collected data and subsequent analysis and assessments will be made available to the Homeland Security Grants Division and all TAG partnering agencies. Data and analysis will also serve as a viable tool for local law enforcement that will allow efforts to be tailored to the specific needs of the community according to trends. Homeland Security Priority Actions: Identify the Texas Homeland Security Priority Action most closely aligned with this project. Each Priority Action is linked with an Objective from the Texas Homeland Security Strategic Plan (HSSP). List the Priority Action by number and text (e.g. 1.2.3 Expand and enhance the network of human sources that can provide detailed and relevant information on known or suspected terrorist and criminal enterprises.) 1.2.2 Establish and enhance multi-agency anti-gang centers in regions throughout the state to integrate and enhance the efforts of law enforcement agencies to identify, deter, disrupt, and dismantle criminal organizations. Target Group : Identify the target group and population expected to benefit from this project. The DFW metroplex and outlying jurisdictions within the TAG AOR. Long-Term Approach: Describe how the applicant agency will maintain the capabilities supported by this project without additional federal or state funds. If sustainment is dependent upon federal or state grants, describe the ongoing need for future grants, as applicable. The TAG continues working to develop several "smart policing" strategies that are focused on offender based and/or location-based intelligence gathering and enforcement methodologies. TAG agencies are developing intelligence related to gang violence and ShDDUDgS by CDDrdiD8UDg intelligence developed through ChnOe gun analysis throughout the greater North T2x8S/DFVV 8n28S and state wide. Additionally, the TAG strategically targets violent gang offenders engaged in serial ShDDUDg activity during the [DUrSe of committing violent crime. This is 8 developing strategy to aid TAG partner agencies in CUrn2Dt investigations and initiate new investigations across the area. In addition, the usage of Smart Force and n2-iDSUtUUDg the "Stop North Texas Gangs" web 8pp|i[8UDDS will eDh8D[2 and expand UpDD established intelligence sharing capabilities as it pertains to |8vv enforcement's efforts against violent gangs and violent crime. Project Activities I0!f*rmatio0! Introduction This section contains questions about your project. It is very important for applicants to review their funding announcement for guidance on how to fill out this section. Unless otherwise specified, answers should be about the EXPECTED activities to occur during the project period. Selected ACTIVITY PERCENTAGE: DESCRIPTION Agencies housed within the North Texas TAG have a primary focus on the investigation of criminal street gangs and organizations operating in and around the greater North Texas area that are Gangs - 100.00 responsible for violent crime within that region. Multijurisclictional The TAG serves to enhance the cooperation/collaboration between these agencies and those located within the area by providing the resources that create and allow for a greater sharing and collaboration effort among agencies. Measures I0!f*rmatio0! Objective Output Measures Objective Outcome Measures OUTCOME MEASURE TARGET LEVEL Dollar value of cash forfeitures donated to the 0 project. Number of convictions. 100 Custom Output Measures CUSTOM OUTPUT TARGET MEASURE LEVEL Custom Outcome Measures CUSTOM OUTCOME TARGET MEASURE LEVEL Resolution from Governing Body Applications from nonprofit corporations, local units of governments, and other political subdivisions must include a resolution that contains the following: 1. Authorization by your governing body for the submission of the application to the Public Safety Office (PSO) that clearly identifies the name of the project for which funding is requested; 2. A commitment to provide all applicable matching funds; 3. A designation of the name and/or title of an authorized official who is given the authority to apply for, accept, reject, alter, or terminate a grant (Note: If a name is provided, you must update the PSO should the official change during the grant period.); and 4. A written assurance that, in the event of loss or misuse of grant funds, the governing body will return all funds to PSO. Upon approval from your agency's governing body, upload the approved resolution to eGrants by clicking on the Upload Files sub-tab located in the Summary tab. Contract Compliance Will PSO grant funds be used to support any contracts for professional services? Select the appropriate response: X Yes No For applicant agencies that selected Yes above, describe how you will monitor the activities of the sub-contractor(s) for compliance with the contract provisions (including equipment purchases), deliverables, and all applicable statutes, rules, regulations, and guidelines governing this project. Enter a description for monitoring contract compliance: All contracts for services will be generated through the City of North Richland Hills Purchasing Department and will comply with all federal and state purchasing requirements. The primary project compliance manager will the North Richland Hills Police Department Community Resources Division. The North Richland Hills Police Department Community Resources Division Captain shall oversee approval of all payments for service and the City of North Richland Hills Finance Department shall execute payments in accordance with existing written procedures. Lobbying For applicant agencies requesting grant funds in excess of $100,000, have any federally appropriated funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant loan, or cooperative agreement? Select the appropriate response: _ Yes X No _ N/A For applicant agencies that selected either No or N/A above, have any non-federal funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with this federal contract, loan, or cooperative agreement? Select the appropriate response: _ Yes X No _ N/A Fiscal Year Provide the begin and end date for the applicant agency's fiscal year (e.g., 09/01/20xx to 08/31/20xx). Enter the Begin Date [mm/dd/yyyy]: 10/1/2022 Enter the End Date [mm/dd/yyyy]: 9/30/2023 Sources of Financial Support Each applicant must provide the amount of grant funds expended during the most recently completed fiscal year for the following sources: Enter the amount (in Whole Dollars $) of Federal Grant Funds expended: 626707 Enter the amount (in Whole Dollars $) of State Grant Funds expended: 882643 Single Audit Applicants who expend less than $750,000 in federal grant funding or less than $750,000 in state grant funding are exempt from the Single Audit Act and cannot charge audit costs to a PSO grant. However, PSO may require a limited scope audit as defined in 2 CFR Part 200, Subpart F - Audit Requirements. Has the applicant agency expended federal grant funding of $750,000 or more, or state grant funding of $750,000 or more during the most recently completed fiscal year? Select the appropriate response: X Yes No Applicant agencies that selected Yes above, provide the date of your organization's last annual single audit, performed by an independent auditor in accordance with the State of Texas Single Audit Circular; or CFR Part 200, Subpart F - Audit Requirements. Enter the date of your last annual single audit: 3/3/2021 Debarment Each applicant agency will certify that it and its principals (as defined in 2 CFR Part 180.995): Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal Court, or voluntarily excluded from participation in this transaction by any federal department or agency; Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the above bullet; and have not within a three-year period preceding this application had one or more public transactions (federal, state, or local) terminated for cause or default. Select the appropriate response: X I Certify _ Unable to Certify If you selected Unable to Certify above, please provide an explanation as to why the applicant agency cannot certify the statements. Source of MatchInformation Detail Source of Match/GPI: DESCRIPTION MATCH TYPE AMOUNT Summary Source of Match/GPI: Total Report Cash Match In Kind GPI Federal Share GPI State Share $0.00 $0.00 $0.00 $0.00 $0.00 Budget Summary Information Budget Summary Information by Budget Category: CATEGORY OOG CASH IN-KIND GPI TOTAL MATCH MATCH Construction $620,000.00 $0.00 $0.00 $0.00 $620,000.00 Contractual and $1,701,597.39 $0.00 $0.00 $0.00 $1,701,597.39 Professional Services Equipment $4,706,776.68 $0.00 $0.00 $0.00 $4,706,776.68 Indirect Costs $107,862.33 $0.00 $0.00 $0.00 $107,862.33 Personnel $208,980.00 $0.00 $0.00 $0.00 $208,980.00 Supplies and Direct $1,006,973.25 $0.00 $0.00 $0.00 $1,006,973.25 Operating Expenses Travel and Training j $59,779.45 $0.00 $0.00 $0.00 $59,779.45 Budget Grand Total Information: OOG CASH MATCH IN-KIND MATCH GPI TOTAL $8,411,969.10 $0.00 $0.00 $0.00 $8,411,969.10 ATTACHMENT D ASSET INVENTORY FORM GRANT NAME:NORTH TEXAS ANTI-GANG CENTER GRANT YEAR:2022-2023 CFDA NUMBER:NONE FEDERAL/STATE AWARD ID:2022-TA-ST-0001 EGRANTS NUMBER:2848908 ACQUISITION %of FEDERAL DESCRIPTION SERIAL NUMBER OR ID N WHO HOLDS THE TITLE DATE COST PARTICIPATION LOCATION USE CONDITION DISPOSITION Ocu us NXTGEN Ocu us Reco er Came City of North Richland Hills $10,480.00 0% North Richland Hills,TX NORTH TXANTI-GANG CENTER NEW Transfer ownershi to Ci of Disguised Coffee Cup Lid DVR $395.00 Fort Worth Power Bank DVR $395.00 Disguised 900 Phone DVR $395.00 DATE AND SIGNATURE OF TRANSFER RECIPIENT RECEIVING JURISDICTION/AGENCY CITY OF NORTH RICHLAND HILLS Name Signature Signature Jimmy Perdue,Chief of Police Printed Name and Title Date Printed Name and Title Date IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023. SUBJECT: Authorize payment to Motorola Solutions, Inc., for the annual public safety radio maintenance agreement in the amount of $297,619.88. PRESENTER: Raelyn Darnell, Emergency Management Coordinator SUMMARY: The annual maintenance agreement for all Motorola Public Safety radios and related equipment is now due in the amount of $297,619.88. GENERAL DESCRIPTION: The City of North Richland Hills has shared the maintenance costs included in this agreement with the cities of Bedford, Westlake, Euless, Keller, Haltom City, Southlake, Colleyville, Grapevine, Richland Hills, and Tarrant County for the past 30+ years. The City of North Richland Hills pays the amount of the agreement in full and then is reimbursed $278,423.99 by the other entities for their share of the radio maintenance. The North Richland Hills portion of this contract is $19,195.89. An inter-local agreement is in place to facilitate payment for maintenance costs. The inter-local agreements that were written to accommodate this contract were implemented in order to provide bulk discounting, thereby alleviating some of the costs on a per agency basis. The contract allows for the repair of our radio equipment, an annual maintenance programming service for all radios, and replacement batteries for portables and other such items of benefit to the agencies represented. This contract will automatically renew on every anniversary of the term unless terminated by either party in accordance with the terms of the contract. Funding for this item was included as part of the FY23 Adopted Operating Budget. RECOMMENDATION: Authorize payment to Motorola Solutions, Inc., for the annual public safety radio maintenance agreement in the amount of $297,619.88. MC)T©l4OLA SOLUTIONS SERVICE AGREEMENT 500 WMonroe St Contract Number: USC000004849 Chicago, IL 60661 Contract Modifier: R02-JUN-22 22:19:52 (800)247-2346 Date: 22-DEC-2022 Company Name: North Richland Hills, City Of P.O.#: N/A Customer#: 1000720707 Attn.: Raelyn Darnell Bill to Tag#: 0024 Billing Address: 4301 City Point Dr Contract Start Date: 01-OCT-2022 City, State, Zip Code: North Richland Hills, TX 76180 Contract End Date: 30-SEP-2023 Customer Contact: Raelyn Darnell Payment Cycle: ANNUALLY Phone: Currency: USD QTY MODEL/OPTION SERVICES DESCRIPTION MON E T LY EXTENDED AMT ***** Recurring Services ***** SVCO2SVC0030C LOCAL REPAIR WITH ONSITE RESPONSE $24,801.66 $297,619.88 Sub Total $24,801.66 $297,619.88 Taxes $0.00 $0.00 SPECIAL INSTRUCTIONS-ATTACH STATEMENT OF WORK FOR PERFORMANCE Grand Total $24,801.66 $297,619.88 DESCRIPTIONS THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA SOLUTIONS Cyber Services/Opt In Acknowledzement Section: Note: This section is to be completed by the CSM, in coniunction and cooperation with the Customer during dialog. Opt-In: Service *Service Opt-Out? ** Not Applicable Included In this Contract? (add reason code) Security Update Service (SUS) ❑ ❑ # 1 Remote Security Update Service (RSUS) ❑ ❑ # 1 Managed Detection and Response (MDR) ❑ ❑ # 1 * Service Opt-Out— I have received a briefing on this service and choose not to subscribe. ** If Selecting "Not Applicable", please consider the following, and enter a reason code: 1 ----- Infrastructure/ Product/Release Not Supported 2 ----- Tenant or User Restrictions 3 ----- Customer Purchased/Existing Service(s) have received Applicable Statements of Work which describe the Services and cybersecurity services provided on this Agreement. Motorola's Terms and Conditions, including the Cybersecurity Online Terms Acknowledgement, are attached hereto and incorporate the Cyber Addendum (available at ps://www.motorolasolutions.com/en us/managed-sul2port-services/cybersecurity.htmi) by reference. By signing below Customer acknowledges these terms and conditions govern all Services under this Service Agreement. AUTHORIZED CUSTOMER SIGNATURE TITLE DATE CUSTOMER (PRINT NAME) rY'G�v6g- r�'��lJ`GK.fJ`- CSM 01/25/2023 MOTOROLA REPRESENTATIVE (SIGNATURE) TITLE DATE TRAVIS TREVINO (903)494-1592 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Revised Sep 3, 2022 Company Name North Richland Hills, City Of Contract Number USC000004849 Contract Modifier R02-JUN-22 22:19:52 Contract Start Date 01-OCT-2022 Contract End Date 30-SEP-2023 Revised Sep 3, 2022 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1.APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1) maintenance, support, or other services under a Motorola Service Agreement, or(2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3.ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged,stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; Revised Sep 3, 2022 excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers)that will be available twenty-four (24) hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period.All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty(20)days of the invoice date. 8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all invoices as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 8.3 For multi-year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3%during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base) Section 9.WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90)days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty(30)days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of Revised Sep 3, 2022 termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. 10.3 If the Customer terminates this Agreement before the end of the Term,for any reason other than Motorola default,then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3)years of Service payments for the original Term. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort,or otherwise,will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than four(4)years after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at anytime by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel,or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY Revised Sep 3, 2022 During the term of this Agreement and continuing for a period of two (2)years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, but only if such loss or damage is caused by Customer, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a"Separated Business"),whether byway of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement.The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document Revised Sep 3, 2022 Cybersecurity Online Terms Acknowledgement This Cybersecurity Online Terms Acknowledgement(this "Acknowledgement") is entered into between Motorola Solutions, Inc. ("Motorola") and the entity set forth in the signature block below ("Customer"). 1. Applicability and Self Deletion. This Cybersecurity Online Terms Acknowledgement applies to the extent cybersecurity products and services, including Remote Security Update Service, Security Update Service, and Managed Detection & Response subscription services, are purchased by or otherwise provided to Customer, including through bundled or integrated offerings or otherwise. NOTE: This Acknowledgement is self deleting if not applicable under this Section 1. 2. Online Terms Acknowledgement. The Parties acknowledge and agree that the terms of the Cyber Subscription Renewals and Integrations Addendum available at Il�'t-t�lp:://www..imo-toirollasollu-tiioins..coim/c://www„motoirollasollutiioins„corn/c Ibeir ire unewalls::�irate ra4iiouns are g ,,,,,,,,,,,,,,,,,,Il ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,g,,,,,,,,,,,,,,,,,,,,........................... incorporated in and form part of the Parties' agreement as it relates to any cybersecurity products or services sold or provided to Customer. By signing the signature block below, Customer certifies that it has read and agrees to the provisions set forth and linked on-line in this Acknowledgement. To the extent Customer is unable to access the above referenced online terms for any reason, Customer may request a paper copy from Motorola. The signatory to this Acknowledgement represents and warrants that he or she has the requisite authority to bind Customer to this Acknowledgement and referenced online terms. 3. Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements and supersedes any contrary terms as it relates to Customer's purchase of cybersecurity products and services. This Acknowledgement and referenced terms constitute the entire agreement of the parties regarding the subject matter hereof and as set out in the referenced terms, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. 4. Execution and Amendments. This Acknowledgement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature.An electronic signature, facsimile copy, or computer image of a signature,will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. Revised Sep 3, 2022 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. 2023-972038 Motorola Solutions Chicago, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/13/2023 being filed. North Richland Hills, City of 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. U SC000004849 SVCO2SVC0030C LOCAL REPAIR WITH ONSITE RESPONSE Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Motorola Solutions Chicago, IL United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Travis Trevino and my date of birth is My address Is 415 E.Exchange Parkway Allen TX 75003 US (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Collin County, State of Texas on the 13 day of January 20 23 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Consider Resolution No. 2023-014, authorizing submission of the grant application and acceptance of allocated funds if awarded for the Homeland Security Grant Program FY23 Urban Areas Security Initiative. PRESENTER: Stan Tinney, Fire Chief SUMMARY: The Homeland Security Grant Program has announced the FY23 Urban Areas Security Initiative (UASI). The purpose of the program is to provide financial assistance to address unique planning, equipment, training, and exercise needs and to assist in building an enhanced and sustainable capacity to prevent, respond to, and recover from threats or acts of terrorism. The Fire Department is seeking authorization to apply for FY23 grant funding to fund an X-Ray system. GENERAL DESCRIPTION: The Northeast Fire Department Association (NEFDA) is comprised of 14 jurisdictions in Northeast Tarrant and Southern Denton counties. The cities in NEFDA are North Richland Hills, Richland Hills, Haltom City, Hurst, Grapevine, Southlake, Colleyville, Keller, Watauga, Bedford, Euless, Roanoke, Westlake, and Trophy Club. This grant is for the NEFDA Explosive Ordnance Disposal (EOD) team. This purchase will replace and upgrade the current X-Ray system which is outdated and obsolete. This equipment is used as a diagnostic tool to give the team the ability to see inside suspicious packages and determine the presence of explosives or hazardous materials. Having this information allows the bomb technician to determine the appropriate course of action to safely mitigate the hazard. This item will be placed on the NEFDA EOD vehicle housed in North Richland Hills. Staff will bring back specific information on selection and approval of an equipment vendor to City Council following the required procurement process. The total grant application is for $55,000. The grant requires no matching funds. RECOMMENDATION: Consider Resolution No. 2023-014, authorizing submission of the grant application and acceptance of allocated funds if awarded for the Homeland Security Grant Program FY23 Urban Areas Security Initiative. RESOLUTION NO. 2023-014 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AUTHORIZING SUBMISSION OF AN APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED OF THE GRANT APPLICATION FOR THE URBAN AREAS SECURITY INITIATIVE PROGRAM WHEREAS, The City of North Richland Hills, Texas possesses legal authority to apply for the FY23 Urban Areas Security Initiative Program to apply for an X-Ray system; and WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills to acquire diagnostic equipment to better respond to emergencies involving hazardous devices and explosives and protect the lives of the citizens of the city. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: SECTION 1. The City Council of North Richland Hills 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 City Council of North Richland Hills hereby authorizes and approves the submission of application for the FY23 Urban Areas Security Initiative (UASI) Program in the amount of up to $55,000 and makes appointments for the conduct of business relative to the grant. SECTION 3. The City Council of North Richland Hills designates Fire Chief Stan Tinney, as the grantee's authorized official, with the power to apply for, accept, reject, alter or terminate the funding request on behalf of the applicant agency. SECTION 4. The City Council of North Richland Hills agrees that in the event of loss or misuse of UASI funds, failure to comply with all UASI award requirements may result in suspension or termination of award funds, the repayment of award funds, and/or other remedies available by law. SECTION 4. 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 in conflict herewith are hereby amended or repealed to the extent of such conflict. Resolution No. 2023-014 Page 1 of 2 PASSED AND APPROVED on this 13t" day of February, 2023. 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: Stan Tinney, Fire Chief Resolution No. 2023-014 Page 2 of 2 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: Office of the City Manager DATE: February 13, 2023 SUBJECT: PLAT23-0031 Consideration of a request from GeoNav LLC for a preliminary plat of Lots 1 and 2, Block 1, Smithfield Gateway Addition, being 4.0547 acres located at 6251 Davis Boulevard. PRESENTER: Clayton Comstock, Planning Director SUMMARY: On behalf of CJ Real Estate LLC (owner), GeoNav LLC is requesting approval of a preliminary plat of Lots 1 and 2, Block 1, Smithfield Gateway Addition. This 4.05 acre tract is located at 6251 Davis Boulevard. GENERAL DESCRIPTION: The property is located at the northwest corner of Davis Boulevard and Smithfield Road. The site is triangular in shape, bounded by Davis Boulevard on the east, Smithfield Road on the west, and Newman Drive on the north. The property is undeveloped. The proposed preliminary plat would create two nonresidential lots, which would be developed in phases. The owner intends to final plat the southern lot as phase one, and this lot is intended for the construction of a coffee shop with drive-through service. This use will require future consideration of a Special Development Plan by the City Council. The northern portion of the site would be final platted at a later date, with the number of lots and configuration dependent on specific development plans at the time of platting. The project is located within the TOD Core character zone of the Smithfield Transit Oriented Development district. This character zone provides the most opportunities for redevelopment and new development in the station area, and includes standards for site design, building design, and land uses. The site also has special standards for Arterial Frontage since the site has frontage on Davis Boulevard. These standards address building setbacks, driveways, and parking lot areas. LAND USE PLAN & CURRENT ZONING: This area is designated on the Land Use Plan, and is currently zoned, Transit Oriented Development. The purpose of the transit oriented development code is to support the development of the community's station areas into pedestrian-oriented, mixed-use urban neighborhoods, with convenient access to rail transit, shopping, employment, housing, and neighborhood retail services. TRANSPORTATION PLAN: The development has frontage on the following streets. Right-of-way dedication is not required on the final plat as sufficient right-of-way exists at this location. "K NOKTH KICHLAND HILLS Davis Boulevard P6D Major Arterial Suburban Commercial 6-lane divided roadway variable right-of-way width Smithfield Road C2D Major Collector Transit Oriented 2-lane divided roadway Development 68-foot right-of-way width Newman Drive TOD General Street Transit Oriented 2-lane undivided roadway Development 60-foot right-of-way width SURROUNDING ZONING ( LAND USE: NORTH TOD(Transit Oriented Development) Urban Village Vacant WEST R-4-D(Duplex Residential) Medium Density Residential Duplex residences R-2(Single-Family Residential) Low Density Residential Single-family residences SOUTH TOD(Transit Oriented Development) Urban Village Vacant EAST TC(Town Center) Urban Village Single-family residences(HomeTown) PLAT STATUS: The property is unplatted. ROUGH PROPORTIONALITY DETERMINATION: The developer is responsible for 100% of all paving, water, sanitary sewer, and drainage infrastructure needed to support the development in accordance with City design criteria. PLANNING & ZONING COMMISSION: The Planning & Zoning Commission considered this item at their January 19, 2023 meeting and voted 5-0 to recommend approval with the conditions outlined in Development Review Committee comments. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat subject to the attached DRC comments. These comments include minor revisions to notations and labeling on the drawing and establishing the subdivision name. RECOMMENDATION: Approve PLAT23-0031 with the conditions outlined in the Development Review Committee comments. ............... ............... ................. ............... ............... ............... NEWMAN .................... ............. ............. z ............... ............... .............................. ........................................................... 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OWEN .................. .............. ................................................. .................................................... ............... ............. Prepared by Planning 1/5/2023 N DISCLAIMER This product is for informational purposes and may not nr I IFeet have been prepared for or be suitable for legal,engineering,or surveying 0 50 100 200 300 400 purposes.It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. ,�„ i//! uuuuuuuuuuuuuuuuuuuuuuiiii a .A uI�I. I pV } % e r a IIIIV �i / rF r / / ,,�_. 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Ne m� (VARIA EVr HH a ' P a I q I z 1 1-2 I rvss -z �gye+a a m \ r w r --- G E \ry/ N A PRELIIAINA PLAT 4.0547 ACRES ES H713c v z +c scnrrvixc J.H.RARLOUGO.FT.) ., ARLOUGH SURVEY, ABSTRACT NUMBER 13D CITY OF NORTH RICHLAND HILLS sE .eons rem rva�o�sazos c* vaa TARRANT COUNTY.TEXAS Development Review Committee Comments 1 1/10/2023 NRHCase PLAT23-0031 Smithfield Gateway Addition (6251 Davis Blvd) WRITTEN STATEMENT OF CONDITIONS The City of North Richland Hills received this plat on January 3,2023.The Development Review Committee reviewed this plat on January 10, 2023.The following represents the written statement of the conditions for conditional approval of the plat. 1. Add the name, address,and phone number of the current property owners.NRH Subdivision Regulations §110-331(Requirements for all plat drawings—ownership/developer) 2. Add the name, address, and phone number of the developer. NRH Subdivision Regulations §110-331 (Requirements for all plat drawings—ownership/developer) 3. Change the legal description of the property to Lots 1 and 2, Block 1,Smithfield Gateway Addition. Update this reference on the drawing, title block, dedication statement, and other relevant Instances. NRH Subdivision Regulations§110-331(Requirements for all plat drawings—subdivision name) 4. Update the title block to match the following text. NRHSubdivision Regulations§110-331(Requirements for all plat drawings—title block) PRELIMINARY PLAT SMITHFIELD GATEWAY ADDITION Lots I and 2,Block 1, BEING 4.0547 acres of land located in the J.H.Barlough Survey,Abstract No. 130,an addition to the City of North Richland Hills,Tarrant County, Texas. (Date) 5. There are revisions and corrections required in the owner's certificate, and these are noted on the marked-up copy of the plat. These should be updated as appropriate. NRH Subdivision Regulations §110-331(Requirements for all plat drawings—metes and bounds description) 6. Add and label the sight visibility easement at the future driveway intersections on Davis Boulevard and Smithfield Road. The easement (triangle) is measured 15 feet perpendicular from the intersection of the street right-of-way with the edge of the driveway and 50 feet parallel to the directions of the approaching traffic. NRH Zoning Ordinance§118-714(Visibility sight triangles) 7. Add and label the sight visibility easement at public street intersections. This includes Newman Drive intersections with Davis Boulevard and Smithfield Road and the intersection of Smithfield Road and Davis Boulevard. The easement (triangle) is measured 15 feet perpendicular from the intersection of the street right-of-way with the edge of the driveway and 70 feet parallel to the directions of the approaching traffic. NRH Zoning Ordinance§118-714(Visibility sight triangles) 8. Remove the County clerk recording block from the drawing. Preliminary plats are not recorded, and the block is not necessary. NRH Subdivision Regulations§110-333(Additional requirements for plat drawings— county certification) 9. Verify the existing right-of-way of Newman Drive with established corner monuments on the north side of the street. Show the dimension and monuments on the drawing. The minimum required right-of-way width for Newman Drive is 60 feet. Dimension 30 feet from centerline of existing pavement OR centerline of right-of-way. Show and label any required right-of-way dedication. NRH Subdivision Regulations§110-368(Street righ t-of-way dedication)and§110-412(Generally—rights-of-way) Page 1 of 2 1 PLAT23-0031 10. Revise the Planning and Zoning Commission approval block to read as follows. NRH Subdivision Regulations§110-333(Additional requirements for plat drawings—planning division approval certification) WHEREAS the Planning and Zoning Commission of the City of North Richland Hills,Texas,voted affirmatively on this day of ,20 to approve this preliminary plat. Chair,Planning and Zoning Commission Attest:Secretary,Planning and Zoning Commission 11. Indicate the phasing of the development with a heavy dashed line. Discussions with the applicant indicate that only the southmost lot is proposed for development at this time. Approval of a final plat would be required for the southmost lot prior to the issuance of a building permit. NRH Subdivision Regulations§110-134(Phasing development) 12. Show the property lines, easements, and plat recording information of the lots and tracts that are within 100 feet of this property on the opposite side of Smithfield Road and the north side of Newman Drive. NRH Subdivision Regulations§110-331(Requirements for all plat drawings—adjacent properties) 13. Add the 50'x 50' city gateway feature easement at the southern tip of Lot 2, as shown on the civil plans (see sheet C1.03). NRH Subdivision Regulations§110-331(Requirements for all platdrawings—easements) 14. Add the following note to the plat: The easements indicated on this plat are for the purpose of constructing, using, and maintaining public utilities including underground conduits, manholes, pipes, valves, posts, above ground cables, wires or combinations thereof,together with the right of ingress and egress to operate and maintain the public utilities. NRH Subdivision Regulations§110-331 (Requirements for all plat drawings—plat notes and conditions) DESIGN PRINCIPLES The following comments represent suggested modifications to the plat drawing based on general NRH design principles and standard practices in city planning. While conformance to these principles is not required by the subdivision regulations,the applicant is encouraged to include these modifications as part of the revised plat. 1. Add the City case number near the bottom right corner of the drawings (Case PLAT23-0031). 2. A markup of the civil plans associated with this project is provided separately. These comments should be addressed on the final construction plan set. For questions concerning the civil plan comments, contact Nathan Frohman at 817.427.6410 or 3. Informational comments.These comments are informational only and do not affect the drawing. a. Prior to submittal of the final plat application, public infrastructure plans must be submitted for review to the city engineer. A final plat application cannot be accepted until final construction plans are approved. b. Comments regarding the associated special development plan application will be provided separately. c. Approval of a preliminary plat is effective for one year from the date of approval. If a final plat is not submitted on at least a portion of the area covered by the preliminary plat within one year,the preliminary plat is considered null and void. Page 2 of 2 1 PLAT23-0031 MINUTES OF THE 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 JANUARY 19, 2023 C.1 PLAT23-0031 CONSIDERATION OF A REQUEST FROM GEONAV LLC FOR A PRELIMINARY PLAT OF LOTS 1 AND 2, BLOCK 1, SMITHFIELD GATEWAY ADDITION, BEING 4.0547 ACRES LOCATED AT 6251 DAVIS BOULEVARD. APPROVED WITH CONDITIONS Chair Welborn introduced the item and called for Planning Director Clayton Comstock to introduce the request. Mr. Comstock introduced the request. Chair Welborn called for the applicant to present the request. Mickey Thomas, MJ Thomas Engineering, 4700 Bryant Irvin Court, Fort Worth, Texas, presented the request. He stated the property would be divided into two lots, with one lot intended for a drive-through coffee shop. He stated development of the other lot is undetermined at this time. Chair Welborn called for Mr. Comstock to present the staff report. Mr. Comstock presented the staff report. Chair Welborn and Mr. Comstock discussed the timing of the special development plan request and final plat for the property. A MOTION WAS MADE BY COMMISSIONER BRIDGES, SECONDED BY COMMISSIONER STAMPS TO APPROVE PLAT23-0031 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 5-0. "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Consider and approve Resolution No. 2023-015, calling the May 6, 2023 City Council Election, and authorizing the Mayor to execute a joint election agreement with Tarrant County and other political subdivisions for election services. PRESENTER: Alicia Richardson, City Secretary / Chief Governance Officer SUMMARY: The City Council is required by the Texas Election Code to order the city's general election of officials. Resolution No. 2023-015 orders the city's election for May 6, 2023. The resolution also authorizes the city to hold its election jointly with other Tarrant County entities, contract with Tarrant County to administer the joint election, and establishes voting locations. GENERAL DESCRIPTION: The City Secretary's Office is responsible for conducting municipal elections as prescribed by the Election Code of the State of Texas and the City of North Richland Hills' City Charter. The City Charter states that the governing body of the city shall consist of a Mayor and seven (7) Council persons who shall be elected for terms of two years. All places, including the Mayor, will be elected at large. The Mayor and Council persons in Places 2, 4, and 6 shall be elected in even-numbered years and Council persons in Places 1, 3, 5, and 7 elected in odd-numbered years. Pursuant to Section 3.004 of the Texas Election Code, the governing body of a political subdivision shall order the general election. An election may only be held on a uniform election date - first Saturday in May or the first Tuesday after the first Monday in November. In accordance with state law, Resolution No. 2023-015 orders the city's general election of officials to be held on May 6, 2023. Persons elected to offices for City Council Places 1, 3, 5, and 7 shall be for a term of two years. The resolution establishes Election Day voting locations, provides for the appointment of election officials, early voting and Election Day procedures, and authorizes the Mayor to execute a joint election agreement and contract for election services with Tarrant County. "I r*4w NOLa`C`H KIC"HLAND HILLS Candidate and Voting Information The filing period for the 2023 general election began January 18, 2023 and concludes on February 17, 2023. Candidates will file their completed application with the City Secretary's Office during the business week between the hours of 8.00 a.m. and 5.00 p.m. Early voting will begin April 24, 2023 and continue through May 2, 2023. In the event a run-off election should be needed, the resolution sets June 10, 2023 as the run-off date, provides for early voting days and times and allows the contract with Tarrant County to be extended to the run-off election. Tarrant County has been approved to utilize vote centers on Election Day. The Tarrant County Commissioner's Court approved participation in the countywide polling place program. This allows qualified voters the ability to cast their ballot on Election Day at any polling location within Tarrant County. Previously, qualified voters were required to cast their ballot on Election Day at their preassigned polling location based on their precinct. Joint Election Agreement As in previous years, the city's election will be held jointly with other Tarrant County political entities holding an election to be administered by Tarrant County. Following the filing period (February 17, 2023), Tarrant County will provide a finalized contract that includes all entities participating and holding an election. The election contract will be like previous contracts with the county and will include the following provisions: • Tarrant County Elections Administrator, or his designee, will serve as the administrator of the joint election with each participating entity and be responsible for decisions and actions as required by law. • Early voting will be conducted jointly with all participating entities beginning on April 24, 2023 and ending on May 2, 2023 at the locations and times established by the county. North Richland Hills voters may vote early at: + Tarrant County Elections Center, 2700 Premier, Fort Worth; (Main Early Voting Location) + Former Bursey Senior Center, 7301 Bursey Road; + North Richland Hills Library (Community Room), 9015 Grand Avenue; or + any joint early voting locations within Tarrant County. • Voting will be conducted exclusively on the county's Hart InterCivic Verity Voting System. This hybrid system provides a paper trail for every voter, combined with the latest advancement in digital security. • Ballots that contain content for more than one joint participant because of overlapping territory will be arranged in the following order: Independent School District, City, Water District(s), College District and other political subdivisions. "I r*4w NOLa`C`H KIC"HLAND HILLS • Vote Centers on Election Day — qualified North Richland Hills voters can cast their ballot at any polling location within Tarrant County. • The Tarrant County Elections Administrator will release unofficial cumulative totals and precinct returns of the election as precincts report to the central and remote tabulating stations and the returns are tabulated. The unofficial cumulative totals and precinct returns will be released to the joint participants, candidates, press and public by distribution of hard copies at the central counting station (2700 Premier Street, Fort Worth) and by posting to the county web site. Each participating entity will receive their election results from the county's website. • Election expenses will be allocated among the participating entities. • The Elections Administrator will be the general custodian of the voted ballots and all records of the joint election. RECOMMENDATION: Approve Resolution No. 2023-015. RESOLUTION NO. 2023-015 CALLING THE CITY GENERAL ELECTION TO BE HELD ON MAY 6, 2023 TO ELECT PERSONS TO THE OFFICE OF COUNCIL PLACES 1, 3, 5, AND 7 FOR A TERM OF TWO YEARS; ESTABLISHING ELECTION DAY VOTING LOCATIONS; CANDIDATE FILING PERIOD; EARLY VOTING; RUNOFF ELECTION, METHOD OF VOTING; AND PUBLICATION AND POSTING REQUIREMENTS; AND AUTHORIZING JOINT ELECTION AGREEMENTS AND SERVICES. WHEREAS, the City of North Richland Hills, Texas ("City") is a home rule city 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 City of North Richland Hills Charter provides that city elections shall be held in accordance with laws of the State of Texas; and WHEREAS, Section 41.001(a)(1-2) of the Texas Election Code establishes the first Saturday in May as a uniform election date for the purposes of conducting a General Election; and WHEREAS, Section 3.004(b) of the Texas Election Code provides that the governing body of a municipality shall be the authority to order a General Election for the purposes of electing members to the governing body; and WHEREAS, the City will enter into joint election agreements and contracts for general election services with Tarrant County pursuant to Texas Election Code ("Code) Sections 31.092 and 271.002. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1. That the recitals set forth above are true and correct and are hereby incorporated into and made a part of this Resolution. Section 2. General Election Called. An election is hereby called to elect persons to the office for City Council Places 1, 37 5, and 7 to serve from May 2023 until May of 2025, or until their successors are duly elected and qualified. The election shall be held on May 6, 2023 between the hours of 7.00 a.m. until 7.00 p.m. Resolution No. 2023-015 Page 1 of 5 Polling locations in North Richland Hills includes: Library (Community Room) Former Bursey Road Senior Center 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, Texas 76182 Qualified North Richland Hills voters will also be able to cast their ballots at any countywide polling location on Election Day. Section 3. Application for Place on Ballot. Qualified persons may file as candidates by filing with the City Secretary, or her designee, between the hours of 8.00 a.m. and 5.00 p.m., Monday through Friday, beginning January 18, 2023 and ending February 17, 2023. Each application for a place on the ballot shall be accompanied by either a filing fee of One Hundred Fifty ($150.00) Dollars payable to the City, or in lieu of the filing fee, a petition seeking the candidate's name to be placed on the ballot. Such petition must be signed by at least one hundred fifty (150) qualified voters of the City. Section 4. Joint Election Agreements Approved. The Mayor is authorized to enter into joint election agreements and other contracts as necessary for election services with Tarrant County conducted under the authority of Chapter 271 of the Election Code (the "Agreements"). The election shall be conducted pursuant to the election laws of the State of Texas. Section 5. Early Voting. a. Early voting by personal appearance. Early voting by personal appearance will be held jointly with other political subdivisions in Tarrant County beginning on April 24, 2023 and will continue through May 2, 2023 at the locations established by Tarrant County on the dates and times as follows or as may be amended by Tarrant County: April 24 —April 28 8.00 a.m. to 5.00 p.m. April 29 7.00 a.m. to 7.00 p.m. April 30 10.00 a.m. to 4.00 p.m. May 1 — May 2 7.00 a.m. to 7.00 p.m. The main early voting location shall be located at: Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Early voting locations in North Richland Hills include: North Richland Hills Library Former Bursey Road Senior Center Community Room Main Room 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, TX 76182 Resolution No. 2023-015 Page 2 of 5 b. Early voting by mail. Tarrant County Chief Elections Administrator, or his designee, is hereby designated as Early Voting Clerk for the city's election. The Tarrant County Chief Elections Administrator may appoint other deputy early voting clerks as necessary. Applications for early voting by mail may be delivered to the Chief Elections Administrator beginning January 1, 2023, but not later than April 25, 2023 if delivered by mail to: Early Voting Clerk 2700 Premier Street Fort Worth, Texas 76111 Early voting by mail ballots shall be mailed to the Chief Elections Administrator at the same address. Pursuant to House Bill 3107, the early voting clerk's email address, phone number and internet website are as follows:. Early Voting Clerk caIl1ect.iloin ii„info. toirirairnh oairnt .coI'rrn 817-831-8683 r, ,,;;,// ,,,,; „irir .irk, „ „in y,,,,, r rn,/c:a„1,c:a, i, irk, , c. Early voting by Ballot Board. Early voting, both by personal appearance and by mail, shall be canvassed by the Early Voting Ballot Board, which is hereby created. The Presiding Election Judge and Alternate Presiding Election Judge, as set forth in the Agreements, shall serve as the presiding officer and alternate presiding officers, respectively, of the Early Voting Ballot Board. The other election officers serving at the election shall serve as the other members of the Early Voting Ballot Board. Section 6. Runoff Election. In accordance with Section 2.025 of the Texas Election Code, in the event no candidate receives a majority of votes for an office, there shall be a runoff election held on June 10, 2023. The polling place on Election Day for the runoff election shall be at the same polling places as those of the original election, or as amended, and the hours of voting shall be between 7.00 a.m. and 7.00 p.m. Early voting by personal appearance shall be held at the same locations set out in Section 5 on the dates and times as follows or as may be amended by Tarrant County: May 30 — May 31 8.00 a.m. 5.00 p.m. June 1 — 2 8.00 a.m. — 5.00 p.m. June 3 7.00 a.m. — 7.00 p.m. June 4 10.00 a.m. —4.00 p.m. June 5 — 6 7.00 a.m. — 7.00 p.m. Resolution No. 2023-015 Page 3 of 5 Section 7. Method of Voting. Early voting by personal appearance and voting on Election Day shall be conducted exclusively on Tarrant County's Hart InterCivic Verity Voting System. All expenditures necessary for the conduct of the election, the purchase of materials therefore, and the employment of all election officials are hereby authorized, and shall be conducted in accordance with the Agreements and the Code. Section 8. Governing Law and Qualified Voters. The election shall be held in accordance with the Constitution of the State of Texas and the Code, and all resident qualified voters of the City shall be eligible to vote at the election. Section 9. Publication and Posting of Notice of Election. Notice of the election shall be given as required by Chapter 4 of the Code. Section 10. Necessary Actions. The Mayor is authorized to execute a joint election agreement and contract for election services with Tarrant County whereby Tarrant County will provide all material, supplies and personnel to hold the election contemplated hereby, including any runoff election which may be required, and will be responsible for coordinating, supervising and administering the joint election. This resolution shall be construed with any action of the governing bodies of other Tarrant County political subdivisions providing for the conduct of a joint election as herein contemplated. The Mayor and the City Secretary of the City, in consultation with the City Attorney, are hereby authorized and directed to take any and all actions necessary to comply with the provisions of the Code in carrying out and conducting the election, whether or not expressly authorized herein. PASSED AND APPROVED on this the 13t" day of February, 2023. CITY OF NORTH RICHLAND HILLS Oscar Trevino, Mayor Resolution No. 2023-015 Page 4 of 5 ATTEST: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney Resolution No. 2023-015 Page 5 of 5 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 SUBJECT: Consider and Approve Ordinance No. 3777, ordering a Special Election on May 6, 2023, for the purpose of submitting to the qualified voters for adoption or rejection, proposed amendments to the existing Charter of the City of North Richland Hills. PRESENTER: Mark Hindman, City Manager SUMMARY: The North Richland Hills City Charter was originally adopted in 1964 and was last amended in 2001. Since the last amendments, portions of the City Charter are now in conflict with State law and updates should be considered to a few other sections. In anticipation of calling for a City Charter election in May 2023, the City Council established a Charter Review Task Force in October 2022 to evaluate any proposed amendments to the City Charter and to bring a recommendation back to the City Council on January 9, 2023. The Charter Review Task Force met during the months of November and December and have submitted recommended changes to the City Charter for consideration by City Council. These proposed amendments were presented to the City Council during the Work Sessions on January 9 and 23, 2023. The City Council will make the final determination regarding calling an election to amend the City Charter, and the specific amendments to propose for consideration. GENERAL DESCRIPTION: The Charter Review Task Force is composed of three (3) members of the City Council and eight (8) citizens of the City of North Richland Hills. Meetings of the Charter Review Task Force were open to the public. The members of the Charter Review Task Force are: Scott Turnage, Chair Mason Orr, Vice Chair Rita Wright Oujesky Briane Goetz Jason Steinsultz Jason Winans Melissa Kates Mike Benton Patti Hourihan Phil Beckman Steve Koons "K NOKTH KICHLAND HILLS The Charter Review Task Force was charged with considering possible revisions to the articles and sections of the City Charter as noted below, determining which of these articles and sections require amendment, deletion or addition, and presenting the Task Force's recommendations to the City Council for the purpose of ordering a Special Election (City Charter Amendment). a. Article V: City Council. i. Section 1. City Officials. The Task Force is only to consider provisions in this Section related to Open Meetings. ii. Section 2. Qualifications. b. Article VI: Powers and Duties of Officers. i. Section 2. Duties of Mayor-Mayor Pro Tern ii. Section 5. Appointment and Removal of City Secretary. The Task Force is only to consider provisions in this Section related to the Assistant City Secretary. iii. Section 7. Municipal Court c. Article XIV: Planning/Building Regulations. i. Section 1. The Planning and Zoning Commission ii. Section 2. The Planning and Zoning Commission Powers and Duties d. Article XVIL City Civil Service e. Article XVIII: General Provisions. i. Section 6. Official Newspaper ii. Section 13. Ethics f. Remove redundancies and inconsistencies and correct any typographical errors in the City Charter. g. Remove or modify language that conflicts with or is preempted by other legislation. The majority of the amendments are minor in nature and are focused primarily on bringing the City Charter up to date with current laws and practices. RECOMMENDATIONS FROM CHARTER REVIEW TASK FORCE ATTACHED The Charter Review Task Force voted to recommend 26 amendments to the City Charter. A copy of the 26 recommended amendments and report from the Charter Review Task Force which outlines the proposed changes and the justification for those changes are attached. These amendments are the same as discussed during the Work Sessions on January 9 and 23, 2023. Based on the consensus of the City Council to move forward with submitting an item on the February 13, 2023, City Council meeting, staff developed proposed ballot language and an ordinance ordering a Special Election (City Charter Amendment) on Saturday, May 6, 2023. The proposed ballot language includes 26 propositions which are included in Exhibit "A", Ordinance No. 3777. "K NOKTH KICHLAND HILLS The City Council now has the responsibility to consider the recommended City Charter amendments, provide any additions, corrections or deletions to the recommended amendments, finalize ballot language, and formally order the Special Election (City Charter Amendment). The City Council must order the election no later than February 17, 2023. RECOMMENDED ACTION: Approve Ordinance No. 3777, ordering a Special Election on May 6, 2023, for the purpose of submitting to the qualified voters for adoption or rejection, proposed amendments to the existing Charter of the City of North Richland Hills. ORDINANCE NO. 3777 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, ORDERING A SPECIAL ELECTION BY THE QUALIFIED VOTERS OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, ON MAY 6, 2023, FOR THE PURPOSE OF SUBMITTING TO THE QUALIFIED VOTERS OF SAID CITY, FOR ADOPTION OR REJECTION, PROPOSED AMENDMENTS TO THE EXISTING CHARTER OF THE CITY OF NORTH RICHLAND HILLS AND ORDAINING RELATED MATTERS. WHEREAS, the North Richland Hills City Charter was adopted on November 3, 1964 creating a home rule charter and the City Council/City Manager form of government for the City of North Richland Hills ("City"); and WHEREAS, Article XVIII, Section 21 of the Charter states that the Charter may be amended no more than once every two years; and WHEREAS, the City Charter was previously amended by election in 1969, 19747 19817 19877 1992, with the last amendment being in 2001; and WHEREAS, on October 24, 2022, the City Council adopted Resolution No. 2022-045 appointing a Charter Review Task Force to review the City Charter and make recommendations for amendments; and WHEREAS, the Charter Review Task Force presented its findings to the City Council of North Richland Hills on January 9, 2023 recommending amendments to the Charter; and WHEREAS, the City Council finds it in the best interest of the citizens of North Richland Hills to submit proposed amendments to the existing Charter to the qualified voters of said city in a special election to be held on May 6, 2023; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Incorporation of Recitals. The City Council hereby finds the recitals above to be true and correct, and such recitals are hereby incorporated into this Ordinance as if written herein. SECTION 2: Special Election Called. In compliance with the Charter of the City of North Richland Hills, Chapter 9 of the Texas Local Government Code, and the Texas Election Code (the "Code"), the City Council hereby orders that a special election be held on a uniform election day, Saturday, May 6, 2023, for the purpose of submitting to the qualified voters of the City of North Richland Hills, for adoption or rejection, the proposed amendments Ordinance No. 3777 Page 1 of 12 to the existing Charter as set forth in Exhibit "A," which is attached hereto and incorporated herein. The election shall be held between the hours of 7:00am and 7:OOpm, in conjunction with the general municipal election to be held on the same day and at the same time. The polling locations in North Richland Hills for this Special Election include: Library (Community Room) Former Bursey Road Senior Center 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, TX 76182 Qualified North Richland Hills voters will also be able to cast their ballots at any countywide polling location on Election Day. SECTION 3: Propositions to be on the Ballot. The official ballot to be used in said election shall be prepared in accordance with Sections 52.072 and 52.073 of the Texas Election Code, and shall have the Propositions set forth in Exhibit"A" printed thereon. The ballot shall be printed in English, Spanish and Vietnamese for use in said election. Each proposed Charter amendment in Exhibit "A" shall contain a separate and distinct subject so that voters may approve or disapprove any one or more amendments without having to approve or disapprove all of the amendments by voting "FOR" or "AGAINST' on each said amendment. SECTION 4: Joint Election Agreements Approved. The Mayor is authorized to enter into joint election agreements and other contracts as necessary for election services with Tarrant County conducted under the authority of Chapter 271 of the Election Code (the "Agreements"). The election shall be conducted pursuant to the election laws of the State of Texas. SECTION 5: Early Voting. A. Early voting by personal appearance. Early voting by personal appearance will be held jointly with other political subdivisions in Tarrant County beginning on April 24, 2023 and will continue through May 2, 2023 at the locations established by Tarrant County on the dates and times as follows or as may be amended by Tarrant County: April 24 —April 28, 8.00 a.m. to 5.00 p.m. April 29, 7.00 a.m. to 7.00 p.m. April 30, 10.00 a.m. to 4.00 p.m. May 1 — May 2, 7.00 a.m. to 7.00 p.m. Ordinance No. 3777 Page 2 of 12 The main early voting location shall be located at: Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Early voting locations in North Richland Hills include: North Richland Hills Library Former Bursey Road Senior Center Community Room Main Room 9015 Grand Avenue 7301 Bursey Road North Richland Hills, TX 76180 North Richland Hills, TX 76182 B. Early voting by mail. Tarrant County Chief Elections Administrator, or his designee, is hereby designated as Early Voting Clerk for the city's election. The Tarrant County Chief Elections Administrator may appoint other deputy early voting clerks as necessary. Applications for early voting by mail may be delivered to the Chief Elections Administrator beginning January 1, 2023, but not later than April 25, 2023 if delivered by mail to: Early Voting Clerk 2700 Premier Street Fort Worth, Texas 76111 Early voting by mail ballots shall be mailed to the Chief Elections Administrator at the same address. Pursuant to House Bill 3107, the early voting clerk's email address, phone number and internet website are as follows: Early Voting Clerk electionsinfo@tarrantcounty.com 817-831-8683 https-Hwww.tarrantcounty.com/elections C. Early voting by Ballot Board. Early voting, both by personal appearance and by mail, shall be canvassed by the Early Voting Ballot Board, which is hereby created. The Presiding Election Judge and Alternate Presiding Election Judge, as set forth in the Agreements, shall serve as the presiding officer and alternate presiding officers, respectively, of the Early Voting Ballot Board. The other election officers serving at the election shall serve as the other members of the Early Voting Ballot Board. SECTION 6: Governing Law and Qualified Voters. The election shall be held in accordance with the Constitution of the State of Texas and the Code. All resident qualified voters of the City shall be eligible to vote in the election. Ordinance No. 3777 Page 3 of 12 SECTION 7: Publication and Posting of Notice of Election. Notice of the election shall be given as required by Chapter 4 of the Election Code and Section 9.004 of the Texas Local Government Code. SECTION 8: Necessary Actions. The Mayor is authorized to execute a joint election agreement and contract for election services with Tarrant County whereby Tarrant County will provide all material, supplies and personnel to hold the election contemplated hereby, including any runoff election which may be required, and will be responsible for coordinating, supervising and administering the joint election. This resolution shall be construed with any action of the governing bodies of other Tarrant County political subdivisions providing for the conduct of a joint election as herein contemplated. The Mayor and the City Secretary of the City, in consultation with the City Attorney, are hereby authorized and directed to take any and all actions necessary to comply with the provisions of the Code in carrying out and conducting the election, whether or not expressly authorized herein. SECTION 9: Effective Date of Amendments. The proposed amendments in Exhibit "A," if approved by a majority of the qualified voters voting upon said amendments, shall become a part of the City Charter of the City of North Richland Hills as soon as an official action has been taken by the City Council of the City of North Richland Hills, declaring said amendments adopted. SECTION 10: Open Meetings Compliance. It is hereby officially found and determined that the meeting at which this Ordinance was adopted and said election was called was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 of the Texas Government Code. SECTION 11: Statement of Fiscal Impact. Section 9.004(c)(2) of the Texas Local Government Code requires a statement of the anticipated fiscal impact to the City if the proposed amendments are approved. The City asserts that if the proposed amendments are approved an overall analysis reflects that there should be no immediate fiscal impact upon the probable economic cost to the City other than if Proposition Y is approved, there will be a cost- savings of approximately 5% of the budgeted amount for legal ads to publish city ordinances beginning in Fiscal Year 2024. SECTION 12: Severability. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such Ordinance No. 3777 Page 4 of 12 unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 12: Effective Date. That this Ordinance, election order, call and notice shall take effect upon adoption. AND IT IS SO ORDAINED. PASSED AND APPROVED on this 13t"day of February, 2023. 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 Ordinance No. 3777 Page 5 of 12 EXHIBIT "A" THE FOLLOWING PROPOSITIONS SHALL BE PLACED ON THE BALLOT, FOR ADOPTION OR REJECTION, BY THE QUALIFIED VOTERS OF THE CITY OF NORTH RICHLAND HILLS AMENDING THE EXISTING CHARTER OF SAID CITY IN SUBSTANTIALLY THE FOLLOWING FORM: CHARTER AMENDMENTS RELATED TO THE DUTIES AND QUALIFICATIONS OF CITY COUNCIL: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION A For Shall Section 1 of Article V, City Officials, of the North Richland Hills Charter be amended to clarify that meeting pay for the Mayor and Council members does not include Committee meetings? Against PROPOSITION B For Shall Section 2 of Article V, Qualifications, of the North Richland Hills Charter be amended to read that the Mayor and Council members meet the requirements to be a registered and qualified voter in the City of North Richland Hills, Texas as of the filing deadline preceding the election at which he or she is a candidate? Against PROPOSITION C Shall Section 2 of Article V, Qualifications, of the North Richland Hills For Charter be amended to read that any member of the City Council who is convicted or pleads guilty or no contest to a misdemeanor or felony involving a crime of moral turpitude for fraud, deceit, theft or dishonesty, before or while in office, shall immediately forfeit his or her office? Against PROPOSITION D For Shall Section 2 of Article VI, Duties of Mayor-Mayor Pro Tem, of the North Richland Hills Charter be amended to allow for the appointment of additional members from among the City Council to serve in the absence or disability of the Mayor or the Mayor Pro Tem? Against Ordinance No. 3777 Page 6 of 12 For PROPOSITION E Shall Section 5, Appointment and Removal of City Secretary, and Section 7, Municipal Court, of Article VI, of the North Richland Hills Charter related to the appointment of City Officials be amended to (a) remove the Against requirement that the City Council appoint Assistant City Secretaries; (b) authorize the City Council to appoint more than one judge to the municipal court; (c) remove the requirement that the Municipal Court Judge be a resident of North Richland Hills and that the judge be elected, to conform with state law; and (d) remove the requirement that the Clerk of the Municipal Court be appointed by the City Council? PROPOSITION F Shall Section 1 of Article XIV, The Planning and Zoning Commission, of For the North Richland Hills Charter be amended to authorize the City Council to appoint alternate members to the Planning and Zoning Commission to serve in the absence or disability of any Commissioner? Against PROPOSITION G For Shall Section 1 of Article XIV, The Planning and Zoning Commission, of the North Richland Hills Charter be amended to remove the requirement that the Planning and Zoning Commissioners own real property within the Against City? CHARTER AMENDMENTS RELATED TO THE POWERS AND DUTIES OF THE PLANNING AND ZONING COMMISSION: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION H For Shall Section 1 of Article XIV The Plannin and Zonin Commission of g g , the North Richland Hills Charter be amended to remove the requirement that the Planning and Zoning Commissioners be removed after a public hearing and for cause, and authorize the Planning and Zoning Commission Against members to be removed upon majority vote of the City Council? Ordinance No. 3777 Page 7 of 12 PROPOSITION I For Shall Section 3 of Article VI, Duties of City Council and Section 2 of Article XIV, Planning and Zoning Commission Powers and Duties, of the North Richland Hills Charter be amended to authorize the City Council to approve, or delegate the approval of, plats in accordance with state law and the City's Subdivision Ordinance? Against CHARTER AMENDMENTS RELATED TO CIVIL SERVICE EMPLOYEES AND DUTIES AND RESPONSIBILITIES OF THE CIVIL SERVICE COMMISSION: Place an 'X' in the square beside the statement indicating the way you wish to vote. PROPOSITION J For Shall Section 2 of Article XVII, Definitions, of the North Richland Hills Charter be amended to remove all civilian employees and amend the definition of Civil Service Employee to read "any full-time employee who is a sworn peace officer in the Police department, below the rank of Police Captain or equivalent, or a fire fighter in the Fire department below the rank Against of Fire Battalion Chief or equivalent rank, or a sworn peace officer in the service of the City Marshal's Office, who has completed the required one (1) year probationary period is entitled to Civil Service coverage under this Article?" PROPOSITION K Shall Section 3, Civil Service Commission, Section 3A, Removal of For Commissioners, 4, Organization of Commission, of Article XVI I of the North Richland Hills Charter related to the administration and organization of the Commission, be amended to (a) authorize the appointment of alternate members to serve in the absence or disability of any member; (b) authorize Against confirmation or removal of any commissioner by a majority vote of the City Council; (c) require the Commission to comply with the attendance requirements established by the City Council for all City Boards; and (d) modify the meeting time of the Commission to at least once annually? Ordinance No. 3777 Page 8 of 12 For PROPOSITION L Shall Section 5, Powers and Responsibilities, of Article XVII of the North Richland Hills Charter related to powers, duties, and responsibilities of the Commission be amended to (a) authorize the Civil Service Commission to Against recommend civil service rules governing the initial employment, promotional processes, and the disciplinary appeals process for Civil Service Employees to the City Council for approval; (b) hear appeals of disciplinary terminations, suspensions and demotions of Civil Service Employees; (c) provide the authority for the Civil Service Commission to report on all matters deemed by the Commission to be appropriate to determine enforcement and compliance; (d) allow any three (3) Commissioner's to request that an item be placed on the Commission's meeting agenda for discussion and action by the Commission; and (e) clarify that the Civil Service Commission shall not interfere with or provide instructions regarding the operation of any City department or provide any direction to any member of the City Staff outside of the formal responsibilities of the Commission? PROPOSITION M Shall Section 5A, Commission Investigations; Oaths and Subpoena For Power, of Article XVII of the North Richland Hills Charter be amended to replace the current language with language authorizing the Civil Service Commission to make inquires and enforce the Civil Service provisions of the Charter and the Civil Service Rules and Regulations, administer oaths, Against compel and subpoena witnesses and records, and adopt rules and regulations to specify the processes and procedures for conducting its investigations or exercising its subpoena power? PROPOSITION N Shall Section 9, Examination for Eligibility Lists, of Article XVI I of the North For Richland Hills Charter be amended to add "PROMOTIONS; VACANCIES" to the title and replace the current language with language that the Civil Service Commission shall recommend that the City Council adopt Rules and Regulations by ordinance governing all Civil Service positions, Against promotions, original appointments, transfer or demotions, including method of examination and eligibility lists; and that the City Council shall make the final determination on the adoption of such rules? Ordinance No. 3777 Page 9 of 12 PROPOSITION O For Shall Section 16, Indefinite Suspensions, of Article XVII of the North Richland Hills Charter be amended to change the time frame that the Commission shall hold an appeal hearing from a suspension from thirty (30) days to forty-five (45) days after it receives notice of appeal? Against PROPOSITION P Shall Section 16, Indefinite Suspensions, of Article XVII of the North For Richland Hills Charter related to reinstatement of a Civil Service Employee after suspension be amended to (a) provide that in the event the Commission reinstates a Civil Service Employee, such employee shall be reinstated within ten (10) days of the date of the Commission's order; (b) Against clarify that such employee shall be entitled to full compensation and restoration of any benefits lost during the actual time lost as a result of the suspension; (c) limit the Commission's authority to require prompt reinstatement by a department head for not citing specific facts; (d) eliminate the Commission's ability to hold a Department Head in contempt or reinstate any employee who has been charged with a crime (except minor traffic offense), unless such charges have reached final disposition and the employee has been found not to have engaged in criminal conduct; and (e) eliminate the requirement that the City Manager remove a Department Head for refusing to obey an order of reinstatement of the Commission allowing the City Manager discretion to determine level of discipline for the Department Head? PROPOSITION Q For Shall Section 18, Appeal to District Court of Article XVII of the North Richland Hills Charter be amended to specify that the correct venue for filing an appeal of the Commission's decision is to the District Court in Tarrant County, Texas and remove any language related to preferential Against treatment of such appeal? PROPOSITION R For Shall Sections 6, 19, 20, 23, 25 and all other sections referencing such terms, of Article XVII of the North Richland Hills Charter be amended to replace the term "head of department" with "Department Head;" replace the term "employee" with "Civil Service Employee;" and replace the term Against "Director of Personnel" with "Director of Human Resources?" Ordinance No. 3777 Page 10 of 12 For PROPOSITION S Shall Section 10, Method of Filling Positions, Section 14, Promotions; Filling Vacancies, Section 22, Political Activities, Section 22A, Leaves of Absence, and 22B, Military Leave of Absence, and Section 5B, Against Responsibilities, of Article XVII of the North Richland Hills Charter be REPEALED in their entirety to be included in the Civil Service Rules and Regulations, other applicable sections of the Charter and the City's Personnel Policy Manual, respectively, and as amended? For PROPOSITION T Shall Section 23, Publishing of Civil Service Rules and Regulations, of Article XVII of the North Richland Hills Charter be amended to remove the requirement that the Civil Service Rules and Regulations be distributed to Against each department and replace that requirement with language that the Civil Service Rules and Regulations be made accessible for review? For PROPOSITION U Shall Section 24, Status of Present Employees, of Article XVI I of the North Richland Hills Charter be amended to provide that only sworn Civil Service Against Employees at the time of passage of any such Charter Amendment(s) herein are entitled to Civil Service classification for the position currently occupied and eliminate any six (6) month waiting period? For PROPOSITION V Shall Section 25, Sick and Injury Leaves of Absence, of Article XVII of the North Richland Hills Charter be amended to move language regarding Against beneficiary settlement of accounts to the City Personnel Policy Manual? Ordinance No. 3777 Page 11 of 12 For PROPOSITION W Shall Section 25A, Vacations, of Article XVII of the North Richland Hills Charter shall be amended to add authority for the City Manager to exercise Against discretion to increase vacation accruals for Civil Service Employees on a temporary or permanent basis? PROPOSITION X For Shall Section 26, Employees Prohibited from Striking, of Article XVII of the North Richland Hills Charter be amended to delete the second and third paragraphs and replace the language with language that requires all disciplinary action for violations of this Article to be administered in Against accordance with the North Richland Hills Personnel Policy Manual and Civil Service Rules and Regulations? PROPOSITION Y For Shall Section 6, Continuity in Government, of Article XVIII of the North Richland Hills Charter be amended to authorize the summary of the caption and the penalty of adopted ordinances that assess a fine, fee or penalty to Against be published once in the City's official newspaper? PROPOSITION Z For Shall the North Richland Hills City Charter be amended to remove any redundancies or inconsistencies, correct any typographical errors, modify language as necessary to make it gender neutral, and remove or modify Against any language that conflicts with or is preempted by other state or federal legislation. Ordinance No. 3777 Page 12 of 12 MItH CITY OF NORTH RICHLAND HILLS MEMO TO: Mayor Oscar Trevino Mayor Pro Tern Tito Rodriguez Deputy Mayor Pro Tern Kelvin Deupree Associate Mayor Pro Tern Scott Turnage Councilmember Rita Wright Oujesky Councilmember Suzy Compton Councilmember Mason Orr Councilmember Blake Vaughn FROM: Scott Turnage, Chair of Charter Review Task Force Mason Orr, Vice Chair of Charter Review Task Force Rita Wright Oujesky Briane Goetz Jason Steinsultz Jason Winans Melissa Kates Mike Benton Patti Hourihan Phil Beckman Steve Koons SUBJECT: Charter Review Task Force Report DATE: January 9, 2023 In October 2022, the City Council established a Charter Review Task Force with a charge of evaluating selected portions of the City Charter for possible amendment. The City Charter was first adopted in 1964 and was last amended in 2001. The Charter Review Task Force was composed of three current members of the City Council and eight (8) members of the community who were recommended by the four(4) City Councilmembers not appointed to the Task Force. Resolution No. 2022-045 establishing the Charter Review Task Force and establishing the charge for this group is attached for your review. The Task Force met on November 16, 2022, November 30, 2022, and December 14, 2022. Scott Turnage was appointed as Chair of the Task Force, and Mason Orr was appointed as the Vice Chair. Each of the meetings included a majority of the Task Force and was open to the public. On December 14, 2022, the Task Force voted to recommend 25 amendments to the City Charter. A copy of the motions approved by the Task Force is attached for the Council and public review. As Chair of the Charter Review Task Force, I would like to commend the 11 members of our community who took time away from their families during the holiday season in order to review the Charter and recommend amendments. Members of the Task Force were thoughtful, creative and insightful in reviewing the recommendations proposed by City staff and developing their final recommendations that are proposed to the City Council for consideration. As a reminder, the charge to the Task Force was limited in scope to several specific sections where updating and clarification were desired in order to comply with existing federal and state laws as well as currently established best practices for municipal governments. The intent was to tweak the Charter and not to provide a wholesale rewriting of the Charter since it continues to serve the citizens of North Richland Hills. While a copy of the Task Force's official recommended changes to the City Charter is attached, below is a narrative summary of these changes for your consideration. Summary of Task Force Recommendations The City of North Richland Hills Charter Review Task Force hereby submits a summary of the following amendments to be considered by the City Council for a possible City Charter Amendment Election on May, 6, 2023. Article V, Section 1: City Officials Chapter 551 of the Texas Government Code sets forth the requirements for all meetings of a governmental body, including Committee Meetings. This amendment clarifies that the Mayor and Councilmembers only receive the $50.00 meeting stipend for meetings where the full City Council is called to attend. Committee or subcommittee meetings do not count for terms of stipend payment even if they are considered a "public meeting" per state law. Article V, Section 2: Qualifications 1) Section 141.001 of the Texas Elections Code requires a candidate for election to be a registered voter in the territory elected from by the filing deadline, unless the home-rule charter expressly conflicts. Currently, a candidate is not required to be a registered voter in NRH to be placed on the ballot, and the candidate only has to meet the current requirements prior to the date of the election. This is inconsistent with and creates a conflict between the Charter and state law. This section would be amended to match state law. 2) Section 26.041 of the Local Government Code authorizes a municipality to determine the method for selecting officers and to prescribe the qualifications, duties and tenure of office for officers. City Council serves in a position of public trust and wishes to provide clarity on the process for forfeiture of office for any of its members who are finally convicted of a felony or finally convicted or placed on deferred adjudication for a misdemeanor or felony involving a crime of moral turpitude, fraud, deceit, theft or dishonesty. Article V, Section 7: Municipal Court Section 30.00006 of the Government Code requires a municipality to appoint its judges by ordinance and does not make residency in the municipality a requirement for appointment. The current language in the charter conflicts with state law. This section would be amended to reflect state law. Removing the requirement for the Clerk of the Municipal Court to be appointed by the City Council. This will bring the position in line with practices for hiring other department heads such as the Police Chief or Fire Chief, who are both appointed by the City Manager as is typical in most Texas cities. Article VI, Section 2: Duties of Mayor-Mayor Pro Tem This amendment provides clear authority for the City Council to establish a succession plan for the Mayor and Mayor Pro Tem. The need for this succession plan became evident in 2020 during the COVID-19 pandemic, prompting the City Council to approve an ordinance to create additional leadership positions on the City Council. This amendment incorporates language from the ordinance. Article VI, Section 5: Appointment and Removal of City Secretary Removing the requirement for the Assistant City Secretary to be appointed. This will bring the position in line with practices for the City Attorney and City Manager to select their own assistants. The City Council will continue to appoint the City Secretary who will be responsible for the staffing and operation of the City Secretary's Office. Article VI, Section 3: Duties of City Council Amend this section to provide the flexibility to allow City Council to define or delegate plat approval authority through the Subdivision Ordinance, as is allowed by state law. This is in conjunction with proposed amendments to Article XIV, Section 2. Article XIV, Section 1: The Planning and Zoning Commission Remove the requirement that Planning & Zoning Commission members own property in the city to be consistent with requirements for other City boards and commissions. Provide City Council with the ability to appoint alternate P&Z commissioners, allowing those alternates to have full voting rights and to serve in the absence of any commissioner. Make the procedure for removal of a Planning and Zoning Commissioner the same as the procedure for appointing a Planning and Zoning Commissioner to be consistent with other City boards and commissions. Article XIV, Section 2: The Planning and Zoning Commission Powers and Duties This would give more flexibility to City Council to determine through the Subdivision Ordinance which plats go to Council, which plats can be approved by P&Z, and which plats can be approved by staff. Chapter 212 of the Local Government Code allows municipalities to assign approval of minor plats (defined by the state) to staff. The Planning & Zoning Commission can also be the final authority on plats if the City Council wishes to delegate that responsibility. The benefit would be decreased process time and a more favorable customer service atmosphere. ARTICLE XVII: CITY CIVIL SERVICE Civil Service laws have existed in the State of Texas since 1947 and are intended to provide commissioned public safety employees protection from political influence/interference. The City of North Richland Hills adopted its local Civil Service system as part of the City's Charter in the late 1970's. As part of the City's Charter, a Civil Service Commission was created. This Civil Service Commission is given the authority to recommend "Civil Service Rules" for consideration and adoption by the City Council. Since that time, only a few revisions to the City's Charter have been made, the most recent being in 1992. The proposed revisions to Article XVII: City Civil Service are intended to provide much-needed updates to the Charter language which retains the original intent of the Civil Service system while also providing the flexibility necessary for recruiting and retaining Civil Service employees in an ever-changing employment environment. Proposed Charter revisions include the following- (1) Only sworn police officers below the rank of Captain or equivalent rank, firefighters below the rank of Battalion Chief or equivalent rank, and sworn employees in the City Marshals' Office will be eligible for Civil Service inclusion. (2) Specific procedures for employment actions such as hiring, promoting or disciplining a Civil Service employee will reside in the "Civil Service Rules" and no longer exist in the City's Charter. (3) Proposed revisions to specific Civil Service rules/procedures will continue to be made by the Civil Service Commission to the City Council for final approval and adoption. In summary, revisions to the City's Charter that are being proposed will continue to provide Civil Service protection to sworn Public Safety employees, which was the original intent of the civil service law, as well as allow for updates to Civil Service employment rules/procedures with the recommendation of the Civil Service Commission and approval of the City Council. By removing specific procedures from the Charter, the City will have greater flexibility for adopting changes and staying current with employment market conditions as well as Federal or State laws. Article XVIII, Section 6: Official Newspaper Specify that the caption of adopted ordinances that assess fines, fees or penalties shall be published at least once in the city's official newspaper. This amendment is in accordance with Chapter 52 of the Local Government Code and will allow the city to realize cost savings, as currently these items are published twice. All Sections The City Council is composed of a Mayor and seven (7) Council members. For consistency, to remain gender neutral, and to conform to long-standing practice, these officials should be referred to collectively in the Charter as Council members or individually as a Council member. For clarity, the Mayor and Council members are collectively referred to as the City Council. The proposed amendments also provide the flexibility for staff to remove any redundancies or inconsistencies, correct any typographical errors, and remove or modify any language that conflicts with or is preempted by other state or federal legislation throughout the Charter. MOTIONS APPROVED BY THE CHARTER REVIEW TASK FORCE December 14, 2022 MOTION 1—ARTICLE V: CITY COUNCIL,SECTION 1.CITY OFFICIALS AND SECTION 2 QUALIFICATIONS. Sections 1 and 2 of Article V of the North Richland Hills City Charter be amended to replace the words "Councilperson," "Councilmen" and "Councilman" with the words "Council member" or "Council members" respectively,and all other sections in which these words are referenced in the Charter;confirm that all meetings of the City Council are to be held in accordance with state law;that the Council members and Mayor meet the requirements to be a registered and qualified voter in the City of North Richland Hills,Texas as of the filing deadline preceding the election at which he or she is a candidate; and that any member of the City Council who is convicted or pleads guilty or no contest to a misdemeanor or felony involving a crime of moral turpitude for fraud, deceit, theft or dishonesty, before or while in office, shall immediately forfeit his or her office. MOTION PASSED MOTION 2—ARTICLE VI: POWERS AND DUTIES OF OFFICERS. SECTION 2. DUTIES OF MAYOR -MAYOR PRO-TEM;SECTION S.APPOINTMENT AND REMOVAL OF CITY SECRETARY;AND SECTION 7. MUNICIPAL COURT JUDGE. Sections 2, 3, 5 and 7 of Article VI of the North Richland Hills City Charter be amended to allow for the appointment of additional members from among the City Council to serve in the absence or disability of the Mayor or the Mayor Pro Tem; remove the requirement for the City Council to adopt plats; remove the requirement for the City Council to appoint the Assistant City Secretary; allow City Council to appoint more than one judge; remove the requirements that a Municipal Court Judge be a resident of North Richland Hills and that the judge be elected; and remove the requirement for the Clerk of the Municipal Court to be appointed by the City Council. MOTION PASSED MOTION 3 —ARTICLE XIV: PLANNING/BUILDING REGULATIONS— SECTION 1. PLANNING AND ZONING COMMISSION AND SECTION 2. PLANNING AND ZONING COMMISSION POWERS AND DUTIES. Sections 1 and 2 of Article XIV of the North Richland Hills City Charter be amended to authorize the City Council to appoint alternate members to the Planning and Zoning Commission to serve in the absence or disability of any Commissioner; remove the requirements that Planning and Zoning Commissioners be removed after a public hearing and for cause,or own real property within the City; authorize Planning and Zoning Commissioners to be removed upon majority vote of the City Council; and authorize the Planning and Zoning Commission to be responsible for the approval of plats. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 1 of 5 CIVIL SERVICE MOTIONS: MOTION 4—ARTICLE XVII: CITY CIVIL SERVICE. Section 2 of Article XVII of the North Richland Hills City Charter be amended to remove all full-time, non- appointed employees from the City's Civil Service and provide that Civil Service coverage only applies to any full-time,sworn, Police or Fire Department employee, below the rank of Police Captain, Fire Division/ Battalion Chief,or equivalent rank, or any sworn employee in the service of the City Marshal's Office,who has completed the required one (1) year probationary period; and define the aforementioned employee as a "Civil Service Employee." MOTION PASSED MOTION 5—ARTICLE XVII: CITY CIVIL SERVICE. Sections 3, 3A, and 4 of Article XVII of the North Richland Hills City Charter be amended to authorize the appointment of alternate members to serve on the Civil Service Commission in the absence or disability of any member,with all members and alternates to be appointed by the Mayor and confirmed or removed by majority vote of the City Council; add the requirement that the members and alternates be subject to any attendance requirements established by the City Council; and to change the meeting time to provide that the Commission shall meet at least annually. MOTION PASSED MOTION 6—ARTICLE XVII: CITY CIVIL SERVICE. Section 5 of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language to authorize the Commission to recommend Civil Service rules governing initial employment, promotions and disciplinary appeal process to the City Council for approval; provide the authority for the Commission to determine compliance with the Charter and the Civil Service Rules; authorize any three (3)Commissioners to request that an item be placed on the Commission's agenda for consideration; authorize the Commission to hear Civil Service Employee appeals of disciplinary terminations, suspensions or demotions; and provide that the Commission shall not interfere with or provide instructions regarding the operation of any City departments to any City staff outside of the responsibilities of the Commission. MOTION PASSED MOTION 7—ARTICLE XVII: CITY CIVIL SERVICE. Section 5A of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language to authorize the Civil Service Commission to make inquiries and enforce the Civil Service provisions of the Charter and the Civil Service Rules and Regulations; provide authority for the Commission to administer oaths, compel and subpoena witnesses and records pertaining to an investigation; require depositions; and adopt rules and regulations to specify the processes and procedures for conducting its investigations or exercising its subpoena power. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 2 of 5 MOTION 8—ARTICLE XVII: CITY CIVIL SERVICE. Section 5B of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 9—ARTICLE XVII: CITY CIVIL SERVICE. Sections 6 and 23 of Article XVII of the North Richland Hills City Charter be amended to change the Director of Personnel to the Director of Human Resources (or its named successor). MOTION PASSED MOTION 10—ARTICLE XVII: CITY CIVIL SERVICE. Section 9 of Article XVII of the North Richland Hills City Charter be amended to add "PROMOTIONS; VACANCIES"to the title; replace the current language with language that the City Civil Service Commission shall recommend that the City Council adopt Rules and Regulations by ordinance governing all Civil Service positions, promotions, original appointments, transfer or demotions, including method of examination and eligibility lists; and that the City Council shall make the final determination on the adoption of such rules. MOTION PASSED MOTION 11—ARTICLE XVII: CITY CIVIL SERVICE. Section 10, of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 12—ARTICLE XVII: CITY CIVIL SERVICE. Section 12 of Article XVII of the North Richland Hills City Charter be amended to clarify that upon initial employment, all Civil Service Employees shall serve a probationary period of twelve (12) months. MOTION PASSED MOTION 13—ARTICLE XVII: CITY CIVIL SERVICE. Section 14, of Article XVII of the North Richland Hills City Charter be REPEALED IN ITS ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 14—ARTICLE XVII: CITY CIVIL SERVICE. Section 16 of Article XVII of the North Richland Hills City Charter be amended to clarify that the Department Head is responsible for initiating a suspension of a Civil Service Employee; changing the time frame that the Commission shall hold an appeal hearing from a suspension from thirty (30) days to forty (45)days after it receives notice of appeal; modifying the Commission's authority to reinstate employees; Approved Charter Amendment Motions—Charter Review Task Force Page 3 of 5 restricting the Commission's authority to reinstate an employee if thee mployee has been finally convicted of a criminal act; and removing the Commission's authority to punish and hold a Department Head in contempt for refusing to reinstate an employee. MOTION PASSED MOTION 15—ARTICLE XVII: CITY CIVIL SERVICE. Section 16A of Article XVII of the North Richland Hills City Charter be amended to replace the current language with language that provides the purpose of the Civil Service laws; that the members of the Commission are directed to administer the Civil Service laws in accordance with the purpose;and provides that the Commission, when sitting as a Board of Appeals, is to conduct any such appeal hearing fairly and impartially, and render a fair and just decision, considering only the evidence presented before them in such hearing. MOTION PASSED MOTION 16—ARTICLE XVII: CITY CIVIL SERVICE. Section 18 of Article XVII of the North Richland Hills City Charter be amended to specify that the correct venue for filing an appeal of the Commission's decision is the District Court in Tarrant County,Texas, and remove any language related to preferential treatment of such appeal. MOTION PASSED MOTION 17—ARTICLE XVII: CITY CIVIL SERVICE. Sections 19, 20, 25 and other sections referencing such terms, of Article XVII of the North Richland Hills City Charter be amended to replace "head of a department" with "Department Head" and replace "employee"with the defined term of"Civil Service Employee." MOTION PASSED MOTION 18—ARTICLE XVII: CITY CIVIL SERVICE. Section 22, POLITICAL ACTIVITIES, and Section 22A, LEAVES OF ABSENCE, of Article XVII of the North Richland Hills City Charter be REPEALED IN THEIR ENTIRETY BY CHARTER AMENDMENT. MOTION PASSED MOTION 19—ARTICLE XVII: CITY CIVIL SERVICE. Section 23 of Article XVII of the North Richland Hills City Charter be amended to remove the requirement that the Civil Service Rules and Regulations be distributed to each department and replace that requirement with language that the Civil Service Rules and Regulations be made available to all City Service Employees and that the Director of Human Resources shall keep copies on hand for review upon request, instead of distribution. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 4 of 5 MOTION 20—ARTICLE XVII: CITY CIVIL SERVICE. Section 24 of Article XVII of the North Richland Hills City Charter be amended to clarify that only sworn Civil Service Employees at the time of passage of any such Charter Amendment will be entitled to Civil Service classification; clarifying such sworn employees will not be required to take any competitive examination for the position they currently occupy; and removing the six(6) month requirement for being in the classified civil service. MOTION PASSED MOTION 21—ARTICLE XVII: CITY CIVIL SERVICE. Section 25 of Article XVII of the North Richland Hills City Charter shall be amended to delete paragraphs four (4) through ten (10) and clarify that the remaining provisions apply to Civil Service Employees as defined and not to permanent and temporary employees in the classified service. MOTION PASSED MOTION 22—ARTICLE XVII: CITY CIVIL SERVICE. Section 25A of Article XVII of the North Richland Hills City Charter shall be amended to add authority for the City Manager to exercise discretion to increase vacation accruals for Civil Service Employees on a temporary or permanent basis. MOTION PASSED MOTION 23—ARTICLE XVII: CITY CIVIL SERVICE. Section 26 of Article XVII of the North Richland Hills City Charter be amended to delete the second and third paragraphs and replace the language with language that requires all disciplinary action for violations of this Article to be administered in accordance with the North Richland Hills Personnel Policy Manual and Civil Service Rules and Regulations. MOTION PASSED MOTION 24—ARTICLE XVIII: GENERAL PROVISIONS—SECTION 6. OFFICIAL NEWSPAPER. Section 6 of Article XVIII of the North Richland Hills City Charter be amended to authorize the summary of the caption and the penalty of adopted ordinances that assess a fine, fee or penalty to be published once in the City's official newspaper. MOTION PASSED MOTION 25—GENERAL INCONSISTENCIES OR CONFLICTS. The North Richland Hills City Charter be amended to remove any redundancies or inconsistencies,correct any typographical errors, modify language as necessary to make it gender neutral, and remove or modify any language that conflicts with or is preempted by other state or federal legislation. MOTION PASSED Approved Charter Amendment Motions—Charter Review Task Force Page 5 of 5 "I r*4W NO1e`C`H KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: February 13, 2023 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: Common Ground Community Garden invites you to their Spring Gardening Seminar on Saturday, Feb. 19, starting at 9 a.m. in the Grand Hall at the NRH Centre. Gardening experts will speak on a variety of topics and answer all of your gardening questions. Admission is free. Please visit the city's website for more information. Friends of the NRH Library will hold a Pop Up Book Sale on Saturday, Feb. 18, from 10 a.m. to 3 p.m. in the Library Community Room. Proceeds from the book sale will go to a fundraiser for a new mural in the children's area of the library. Please visit the library's website for more details. City Hall and other non-emergency city offices will be closed on Presidents Day for employee in-service training. This includes the Library, Animal Adoption & Rescue Center, Senior Center and Municipal Court. The NRH Centre and Iron Horse Golf Course will be open. Garbage and recycling service will not be impacted by the Presidents Day holiday. Kudos Korner: Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Bri Shipman in Animal Services — The city received a handwritten note from a resident about the great service Bri provided. It stated: "I want to thank NRH Animal Services who sent the young lady to our house to pick up a deceased opposum. The young lady who arrived was cheerful, friendly and efficient and definitely showed the core values of our city! Thank you City of NRH Animal Services for all you do!"