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2019-07-23 Work Session & Regular Meeting Packet
AGENDA City Council Work Session THE CITY OF Anna Tuesday, July 23, 2019 @ 6:30 P M Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 The City Council of the City of Anna will meet in Work Session at 6:30 PM, on July 23, 2019, at the Anna City Hall, Located at 111 North Powell Parkway (Hwy 5), to consider the following items. Call to Order, Roll Call and Establishment of Quorum 2. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters 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 of the Government Code (Tex. Gov't Code §551.071). Development Fees; Law Enforcement Services. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); city facilities; acquisition of easements C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); possible incentive agreements with property developers; pending negotiations on development agreements. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 3. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. (If there is no need to address any other such agenda item, the Mayor shall adjourn this meeting). 4. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. This is to certify that I, Carrie L. Smith, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on July 19, 2019. Carrie L. Smith, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made. AGENDA THE CITY OF Regular City Council Meeting AAAa Tuesday, July 23, 2019 @ 7:30 P M Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 The City Council of the City of Anna will meet in Regular Session at 7.30 PM, on July 23, 2019, at the Anna City Hall, Located at 111 North Powell Parkway (Hwy 5), to consider the following items. Welcome to the City Council Meeting. Please sign the Sign -In -Sheet as a record of attendance. If you wish to speak on an open -session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1. Call to Order, Roll Call and Establishment of Quorum. 2. Invocation and Pledge of Allegiance. 3. Citizen Comments. Citizens are allowed three minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. 4. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 5. Consent Items. These items consist of non -controversial or "housekeeping" items required by law. Items may be considered individually by any Council member making such request prior to a motion and vote on the Consent Items. a. Approve Council Meeting Minutes for July 9, 2019. (Carrie Smith) b. Review minutes of the May 16, 2019 Economic Development Corporation Special Meeting. c. Review minutes of the June 20, 2019 Economic Development Corporation Special Meeting. d. Review minutes of the May 16, 2019 Community Development Corporation Special Meeting. e. Review minutes of the June 20, 2019 Community Development Corporation Special Meeting. f. Approve a Resolution Authorizing the City Manager to continue the Police Department's partnership in the TXLESO (1033) Program (Chief Caponera) g. Approve 5k Fun Run and 1 K Wheelchair Push at Slayter Creek Park on September 7, 2019 Sponsored By Pate Rehabilitation. (Ashley Stathatos) Agenda Items 6. Consider/Discuss/Action regarding a Resolution authorizing an Agreement for the annual audit services (Dana Thornhill) 7. Consider/Discuss/Action Award of Bid and Execution of Contract for Hackberry Water Tower Lighting (Steven Smith) 8. Consider/Discuss/Act on a Resolution authorizing Council Members to attend the TML Annual Conference and Exhibition. (City Council) 9. Consider/Discuss/Action - Ordinance Amending the FY 2018-2019 Budget to allow the Police Department to use State Seizure funds to purchase a policy management/training platform. (Chief Caponera) 10. Discuss/Consider/Act on seventh agreement amending the subdivision improvement agreement for Anna Crossing. (Ashley Stathatos) 11. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters 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 of the Government Code (Tex. Gov't Code §551.071). Development Fees; Law Enforcement Services. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); city facilities; acquisition of easements c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); possible incentive agreements with property developers; pending negotiations on development agreements. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 12. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. (If there is no need to address any other such agenda item, the Mayor shall adjourn this meeting). 13. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. This is to certify that I, Carrie L. Smith, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on July 19, 2019 Carrie L. Smith, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made. THE CITY OF AiAtia AGENDA ITEM: Approve Council Meeting Minutes for July 9, 2019. (Carrie Smith) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 5.a. City Council Agenda Staff Report Meeting Date: 7/23/2019 Description Upload Date Type Work Session 7/19/2019 Backup Material Regular Session 7/19/2019 Backup Material ANNACITYCOUNCIL MINUTES WORK SESSION July 9, 2019 The City Council of the City of Anna met in Work Session on the above date at Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following items. Call to Order, Roll Call and Establishment of Quorum Mayor Pike called the meeting to order at 6:30 p.m. Council Members Toten and Reeves were absent. 2. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters 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 of the Government Code (Tex. Gov't Code §551.071). Development Fees; Law Enforcement Services. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); city facilities; acquisition of easements C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); possible incentive agreements with property developers; pending negotiations on development agreements. MOTION: Council Member Beazley moved to enter closed session. Council Member Vollmer seconded. Motion carried 5-0. Mayor Pike recessed the meeting at 6:34 p.m. Mayor Pike reconvened the meeting at 7:33 p.m. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 3. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. None. 4. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. Mayor Pike adjourned the meeting at 7:33 p.m. Approved on the July 23, 2019. Mayor Nate Pike ATTEST: City Secretary Carrie L. Smith ANNA CITY COUNCI L MINUTES REGULAR SESSION July 9, 2019 1. Call to Order/Roll Call and Establishment of Quorum Mayor Pike called the meeting to order at 7:30 p.m. Council Member Toten was absent. 2. Invocation and Pledge of Allegiance. Mayor Pike led the invocation and pledge. 3. Citizen Comments. Citizens are allowed three minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. None. 4. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. None. 5. Consent Items. These items consist of non -controversial or "housekeeping" items required by law. Items may be considered individually by any Council member making such request prior to a motion and vote on the Consent Items. a. Approve Council Meeting Minutes for June 25, 2019. (Carrie Smith) b. Review minutes of the June 3, 2019 Planning and Zoning Meeting. (Maurice Schwanke) c. Approve a Resolution approving the Altice/Suddenlink Addition Final Plat. (Maurice Schwanke) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A FINAL PLAT OFALTICE/SUDDENLINKADDITION. d. Approve a Resolution approving the Custis Estates Development Plat. (Maurice Schwanke) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE CUSTIS ESTATES DEVELOPMENT PLAT e. Approve a Resolution approving the Turbyfill Addition Final Plat. (Maurice Schwanke) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE TURBYFILL ADDITION FINAL PLAT f. Approve a Resolution approving the Wal-mart Anna Addition Block A, Lots 2R and 3R Replatof Block A, Lots 2 and 3.(Maurice Schwanke) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A REPLAT OF BLOCK A, LOTS 2 & 3 OF THE WAL-MART ANNA ADDITION. g. Approve Resolution Authorizing the City Manager to Execute a Statement of Work and Subscription Agreement with Dude Solutions, Inc. for SmartGov Professional Services for Permitting, Inspections, Planning/Zoning, Business Licensing and Code Enforcement and Related Software. (Ashley Stathatos) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A STATEMENT OF WORK AND SUBSCRIPTION AGREEMENT WITH DUDE SOLUTIONS, INC. FOR SMARTGOV PROFESSIONAL SERVICES FOR PLANNING/ZONING, PERMITTING/INSPECTIONS, BUSINESS LICENSING AND CODE ENFORCEMENT SOFTWARE. MOTI ON: Council Member Miller moved to approve the consent agenda. Council Member Vollmer seconded. Motion carried 6-0. 6. A) Conduct a public hearing to consider public comments regarding a request by Brian Bischoff, the owner of the property. The property is currently zoned as a Commercial Planned Development. The applicant requests to replace the existing Zoning with a revised Commercial Planned Development that will allow for a canopy for individuals who are processing orders at a restaurant drive-thru. The structure will be within the Front Building Setback. The section of property is located on the Northeast corner of Highway 75 and White St (FM 455). B) Consider/Discuss/Action approving a request by the applicant and owners of the property to replace the existing zoning with a revised, Planned Development zoning. (Maurice Schwanke) Mayor Pike opened the public hearing at 7:37 p.m. No Comments. Mayor Pike closed the public hearing at 7:37 p.m. (NE Corner of White St and Highway 75 Zoning Change from Commercial Planned Development to a revised, Commercial Planned Development.) AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY'S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE, AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. (Chick-Fil-A) MOTION: Council Member Bryan moved to approve. Council Member Miller seconded. Motion carried 6-0. 7. Approve a Resolution approving a site and landscape plan for Chick-fil- A ocated at Block A, Lot 4 of the Wal-mart Anna Addition. (Maurice Schwanke) A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE CHICK-FIL-A SITE PLAN AND LANDSCAPE PLAN. MOTION: Council Member Beazley moved to approve. Council Member Vollmer seconded. Motion carried 6-0. 8. Consider/Discuss/Action Ordinance Amending the FY 2018.2019 Budget for Development Services Positions and Software for Planning, Permits, Inspections and Code Enforcement. (Ashley Stathatos) AN ORDINANCE AMENDING ORDINANCE NO. 783-2018 ADOPTING THE BUDGET FOR THE 2018-2019 FISCAL YEAR; PROVIDING FOR SAVINGS, SEVERABILITY AND REPEALING CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. MOTION: Council Member Beazley moved to approve. Mayor Pike seconded. Motion carried 5-1. Council Member Miller opposed. 9. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters 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 of the Government Code (Tex. Gov't Code §551.071). Development Fees; Law Enforcement Services. b. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); city facilities; acquisition of easements C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); possible incentive agreements with property developers; pending negotiations on development agreements. None. 10. Consider/Discuss/Action on any items listed on the posted agenda or any closed session occurring during this meeting, as necessary None. 11. Adjourn. Mayor Pike adjourned the meeting at 8:45 p.m. Mayor Nate Pike ATTEST: City Secretary Carrie L. Smith Approved on the. THE CITY OF AiAtia AGENDA ITEM: Item No. 5.b. City Council Agenda Staff Report Meeting Date: 7/23/2019 Review minutes of the May 16, 2019 Economic Development Corporation Special Meeting. SUMMARY: The May 16, 2019 Economic Development Corporation Special Meeting Minutes are enclosed for your review. STAFF RECOMMENDATION: Review the May 16, 2019 Economic Development Corporation Special Meeting Minutes. ATTACHMENTS: Description Upload Date Type May 16, 2019 EDC Meeting Minutes 7/16/2019 Staff Report Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary HE CITY OF THE EDC Anna Economic Development Corporation Special Meeting Minutes Thursday, May 16, 2019 at 6:30 pm Inc -Cube Building 312 N. Powell Parkway, Anna, Texas 75409 EDC Board Members Present: Anthony Richardson, James Gurski, Stan Carver, Bruce Norwood, Rocio Gonzalez and Josh Vollmer. Others present: Joey Grisham (EDC Director) and Clark McCoy (CDC/EDC Legal Counsel) 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Anthony Richardson, Board President, at 8:09 pm. 2. Citizen Comments. There were no citizen comments. 3. ConsiderlDiscusslAct on approving minutes from the April 4, 2019 Regular EDC Meeting and the April 10, 2019 Special EDC Meeting. Rocio Gonzalez made a motion to approve the minutes from the April 4, 2019 Regular EDC Meeting and the April 10, 2019 Special EDC Meeting. Bruce Norwodd seconded the motion. All were in favor. Motion passed. 4. Cons iderlDiscusslAct on a Resolution amending the 2018-2019 Fiscal Year Budget by carrying forward unexpended promotional funds in the amount of $18,213. Joey Grisham told the Board that Type A and B Corporations could use previously budgeted marketing funds that were not spent in previous years. He stated that he identified $18,213 in unexpended marketing funds and recommended utilizing such funds for marketing materials. Lastly, he stated that the funds would come from the fund balance and would also need to be approved by the City Council. Stan Carver made a motion to approve a resolution amending the 2018-2019 Fiscal Year Budget by carrying forward unexpended promotional funds in the amount of $18,213. Josh Vollmer seconded the motion. All were in favor. Motion passed. 5_ ConsiderlDiscusslAct on a Resolution entering into a Professional Services Agreement with an architectural firm for services related to demolition, repair, and renovation of the Inc -Cube Building located at 312 N. Powell Pkwy., Anna, Texas and Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary authorizing the Board President to execute all necessary documents on behalf of the Corporation. Joey Grisham stated that to begin the public bidding process, the EDC needed to retain the services of an architect to draw up building plans and advise the EDC throughout the process. Mr. Grisham said that he had received three statement of qualifications from different firms and believed that McCarthy Architecture was the most qualified firm based on their previous work with municipalities. After some discussion, Josh Vollmer made a motion to approve a resolution entering into a Professional Services Agreement with McCarthy Architecture for architectural services related to the demolition, repair, and renovation of the Inc -Cube Building located at 312 N. Powell Pkwy., Anna, Texas, and approving and authorizing the Economic Development Director to execute an agreement with McCarthy Architecture subject to approval of legal form by the EDC's legal counsel. Stan Carver seconded the motion. All were in favor. Motion passed. 6. Consider/Discuss/Act on a Resolution of the Anna Economic Development Corporation delegating authority to the City of Anna Economic Development Director to carry out contract procurement and award a contract for demolition, repair, and renovation of the Inc -Cube Building located at 312 N. Powell Pkwy. Anna, Texas and providing an effective date. Joey Grisham said that to keep the process moving on the renovations to the Inc -Cube, he requested to be able to carry out the procurement process and award a contract once the sealed bids were received. Rocio Gonzalez made a motion to approve a resolution delegating authority to the City of Anna Economic Development Director to carry out contract procurement and award a contract for demolition, repair, and renovation of the Inc -Cube Building located at 312 N. Powell Pkwy., Anna, Texas. Jim Gurski seconded the motion. All were in favor. Motion passed. 7. Consider/Discuss/Act on a Resolution appointing the position of Chief Administrative Officer. Joey Grisham stated that since Ashley Stathatos (former CAO) was no longer working in Economic Development and that the Bylaws specifically provide for the CAO to fulfill certain duties, it would be helpful and efficient if the Board would appoint him as CAO until the Bylaws are updated to reflect changes. He also provided a memo from City Manager, Jim Proce, nominating Joey Grisham as CAO to fulfill such duties. Bruce Norwood made a motion to approve a resolution appointing Joey Grisham as the Chief Administrative Officer. Josh Vollmer seconded the motion. All were in favor. Motion passed. 8. CLOSED SESSION (exceptions): A. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) possible properly acquisition; possible land sale/purchase; B. Consult with legal counsel on matters 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 of the Government Code (Tex. Gov't Code §551.071) Officers: Anthony Richardson, President Josh Vollmer, Vice -President Jim Gurski, Secretary Staff: Joey Grisham, Director/CAO C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) The Board did not enter into closed session. 9. Reconvene into open session and take any action on closed session items. No action was taken. 10. Receive reports from staff or Board Members about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 11. Adjourn. Anthony Richardson made a motion to adjourn the meeting at 9:03 pm. Josh Vollmer seconded the motion. All were in favor. Motion passed. APPROVE ATTESTED: I Anthony Richardson Jim Gu s President of EDC Secretary of EDC THE CITY OF AiAtia AGENDA ITEM: Item No. 5.c. City Council Agenda Staff Report Meeting Date: 7/23/2019 Review minutes of the June 20, 2019 Economic Development Corporation Special Meeting. SUMMARY: The June 20, 2019 Economic Development Corporation Special Meeting Minutes are enclosed for review. STAFF RECOMMENDATION: Review the June 20, 2019 Economic Development Corporation Special Meeting Minutes. ATTACHMENTS: Description Upload Date Type June 20, 2019 EDC Special Meeting Minutes 7/16/2019 Staff Report Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary ATHE CITY OF nna -_Dc Anna Economic Development Corporation Special Meeting Minutes Thursday, June 20, 2019 at 6:30 pm Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 EDC Board Members Present: Anthony Richardson, James Gurski, Stan Carver, Bruce Norwood, Rocio Gonzalez and Josh Vollmer. Others present: Joey Grisham (EDC Director) and Clark McCoy (CDC/EDC Legal Counsel) 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Anthony Richardson, Board President, at 10:09 pm. 2. Citizen Comments. There were no citizen comments. 3. Consider/Discuss/Act on approving minutes from the May 16, 2019 Special EDC Meeting. Jim Gurski made a motion to approve the minutes from the May 16, 2019 Special EDC Meeting. Rocio Gonzalez seconded the motion. All were in favor. Motion passed. 4. Consider/Discuss/Act on appointing a committee to evaluate and make recommendations on amendments to EDC bylaws. Joey Grisham stated that since several changes had been made related to economic development, the bylaws needed updating. After some discussion, Board Members felt the item should be tabled until the next meeting when the new Members are seated. Josh Vollmer made a motion to table the item. Jim Gurski seconded the motion. All were in favor. 5. CLOSED SESSION (exceptions): A. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §561.072) possible property acquisition; possible land sale/purchase; B. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct Officers: Anthony Richardson, President Josh Vollmer, Vice -President Jim Gurski, Secretary Staff: Joey Grisham, Director/CAO of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071) C. Discuss or deliberate Economic Development Negotiations; (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) The Board did not enter into closed session. 6. Reconvene into open session and take any action on closed session items. No action was taken. 7_ Receive reports from staff or Board Members about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence, information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 8. Adjourn. Anthony F seconded AP Anthony Richardson President of EDC a motion to adjourn the meeting at 10:10 pm. Rocio Gonzalez ere in favor. Motion passed. Secretary of EDC THE CITY OF AiAtia AGENDA ITEM: Item No. 5.d. City Council Agenda Staff Report Meeting Date: 7/23/2019 Review minutes of the May 16, 2019 Community Development Corporation Special Meeting. SUMMARY: The May 16, 2019 Community Development Corporation Special Meeting Minutes are enclosed for review. STAFF RECOMMENDATION: Review the May 16, 2019 Community Development Corporation Special Meeting. ATTACHMENTS: Description Upload Date Type May 16, 2019 CDC Meeting Minutes 7/16/2019 Staff Report Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary ATnria CDC Anna Community Development Corporation Special Meeting Minutes Thursday, May 16, 2019 at 16:30 pm Inc -Cube Building 312 N. Powell Parkway, Anna, Texas 75409 CDC Board Members Present: Anthony Richardson, James Gurski, Stan Carver, Bruce Norwood, Rocio Gonzalez and Josh Vollmer. Others present: Joey Grisham (CDC Director) and Clark McCoy (CDCIEDC Legal Counsel) 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Anthony Richardson, Board President, at 6:32 pm. 2. Invocation and Pledge. Invocation and pledge of allegiance led by Anthony Richardson. 3. Citizen Comments. There were no citizen comments. 4. Consider/Discuss/Act on approving minutes from the April 4, 2019 Regular CDC Meeting and the April 10, 2019 Special CDC Meeting. Stan Carver made a motion to approve the minutes from the April 4, 2019 Regular CDC Meeting and the April 10, 2019 Special EDC Meeting. Rocio Gonzalez seconded the motion. All were in favor. Motion passed. 5. Consider/Discuss/Act on a Resolution amending the 2018-2019 Fiscal Year Budget by carrying forward unexpended promotional funds in the amount of $20,313. Joey Grisham told the Board that Type A and B Corporations could use previously budgeted marketing funds that were not spent in previous years. He stated that he identified $20,313 in unexpended marketing funds and recommended utilizing such funds for marketing materials. Lastly, he stated that the funds would come from the fund balance and would also need to be approved by the City Council. Stan Carver made a motion to approve a resolution amending the 2018-2019 Fiscal Year Budget by carrying forward unexpended promotional funds in the amount of $20,313. Josh Vollmer seconded the motion. All were in favor. Motion passed. Officers: Anthony Richardson, President Staff. Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary 6. Consider/Discuss/Act on a Resolution authorizing the expenditure of $1,350 for wall aerial maps. Joey Grisham stated that he needed some wall maps for meetings when highlighting properties to prospective businesses and developers. He said that there would be three maps —one in his office, one in the Inc -Cube Conference Room, and one at City Hall. Josh Vollmer made a motion to approve a resolution authorizing the expenditure of $1,350 for wall aerial maps. Bruce Norwood seconded the motion. All were in favor. Motion passed. 7. Consider/Discuss/Act on a Resolution authorizing the expenditure of an amount not to exceed $2,000 for two (2) laptops for CDCIEDC Staff. Joey Grisham said that he and the future EDC Project Manager needed laptops to work remotely as they currently only have desktop computers. Joey included a quote from SCW— Southern Computer Warehouse for $1,866.04 and stated that three quotes were not necessary as this was done through a Buy Board contract. Anthony Richardson made a motion to approve a resolution authorizing the expenditure of an amount not to exceed $2,000 for two laptops for CDCIEDC Staff. Jim Gurski seconded the motion. All were in factor. Motion passed. 8. Cons iderlDiscusslAct on Resolution appointing the position of Chief Administrative Officer. Joey Grisham stated that since Ashley Stathatos (former CAO) was no longer working in Economic Development and that the Bylaws specifically provide for the CAO to fulfill certain duties, it would be helpful and efficient if the Board would appoint him as CAO until the Bylaws are updated to reflect changes. He also provided a memo from City Manager, Jim Proce, nominating Joey Grisham as CAO to fulfill such duties. Stan Carver made a motion to approve a resolution appointing Joey Grisham as the Chief Administrative Officer. Josh Vollmer seconded the motion. All were in favor. Motion passed. 9. Director's Report A. FY 2020 Budget Calendar —Joey Grisham stated that he had submitted a preliminary budget to Finance and City Manager and that it would be discussed at the June CDCIEDC Meeting. B. EDC Project Manager Position —Joey Grisham said that were interviews were ongoing and that he hoped to have the position filled soon. C. June and July Board Meeting Updates —Joey Grisham asked the Board about their availability for the June and July Meetings_ Several Board members said that they would be out of town during the first week in June, but that June 20th would work. D. Chamber Golf Tournament Update —Joey Grisham said that the Chamber Golf Tournament went very well and one of the CDCIEDC teams finished with the 1st Low Net. E. Anna Business Park Update —Joey Grisham said that Carey Cox was nearing completion on the marketing brochure and had started marketing the property- F. Sales tax training --,Joey Grisham said that several sales tax training seminars were coming up if anyone was interested. G. 1CSC Update —Joey Grisham said that several meetings had been set up for ICSC and that he anticipated a fruitful show. Officers: Anthony Richardson, President Josh Vollmer, Vice -President Jim Gurski, Secretary Staff. Joey Grisham, Director/CAO H. Marketing materialslwebsite update —Joey Grisham said that Misfit Brands was nearing completion on the aerial map and ICSC piece and that it would be ready for ICSC. I. Report of current corporate financial status —Discussion only —Joey Grisham provided financials for the Board to review. J. Joint Meeting with Council —Joey Grisham said that he was still discussing potential dates with the City Manager for a joint meeting with council. 10. CLOSED SESSION (exceptions): Bruce Norwood made a motion at 7:34 pm to enter into closed session. Jim Gurski seconded the motion. All were in favor. Motion passed. A. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §651.072) possible property acquisition;. possible land sale/purchase; B. Consult with legal counsel on matters 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 of the Government Code (Tex. Gov't Code §551.071); Discuss contract concerning Revolving Loan Fund; C. Discuss or deliberate Economic Development Negotiations- (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) Anna Business Park Property; potential retail and medical projects. 11. Reconvene into open session and take any action on closed session items. Josh Vollmer made a motion to reconvene into open session at 8.02 pm. Jim Gurski seconded the motion. All were in favor. Motion passed. No action was taken. 12. Receive reports from staff or Board Members about items of community interest_ Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office orpublic employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an Officers: Anthony Richardson, President Josh Vollmer, Vice -President Jim Gurski, Secretary Staff: Joey Grisham, Director/CAO entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality, and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Stan Carver said that the National Day of Prayer event was held on May 2"d at City Hall and that four pastors and over 75 people participated. 13. Adjourn. Anthony Richardson made a motion to adjourn the meeting at 8:08 pm. Stan Carver seconded the motion. All were in favor. Motion passed. APPROVED- ATTESTED: 4��r Anthony Richardson President of CDC Secretary of CDC THE CITY OF AiAtia AGENDA ITEM: Item No. 5.e. City Council Agenda Staff Report Meeting Date: 7/23/2019 Review minutes of the June 20, 2019 Community Development Corporation Special Meeting. SUMMARY: The June 20, 2019 Community Development Corporation Special Meeting Minutes are enclosed for review. STAFF RECOMMENDATION: Review the June 20, 2019 Community Development Corporation Special Meeting Minutes. ATTACHMENTS: Description Upload Date Type June 20, 2019 CDC Special Meeting Minutes 7/16/2019 Staff Report Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAa Josh Vollmer, Vice -President Jim Gurski, Secretary maTHE CITY OF nna*CDC Anna Community Development Corporation Special Meeting Minutes Thursday, June 20, 2019 at 6:30 pm Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 CDC Board Members Present: Anthony Richardson, James, Gurski, Stan Carver, Bruce Norwood, Rocio Gonzalez and Josh Vollmer. Others present: Joey Grisham (CDC Director) and Clark McCoy (CDCIEDC Legal Counsel) 1. Call to Order. Roll Call and Establishment of Quorum. The meeting was called to order by Anthony Richardson, Board President, at 6:34 pm. 2. Invocation and Pledge. Invocation and pledge of allegiance led by Anthony Richardson. 3. Citizen Comments. There were no citizen comments. 4. Cons iderlDiscusslAct on approving minutes from the May 16, 2019 Special CDC Meeting. Stan Carver noted that there were four pastors, not churches, in attendance at the National Day of Prayer Event under Items of Community Interest. Bruce Norwood made a motion to approve the minutes from the May 16, 2019 Special CDC Meeting as amended. Rocio Gonzalez seconded the motion. All were in favor. Motion passed. 5. Discuss the preliminary 2019-2020 Anna Community & Economic Development Corporation Annual Budgets, City of Anna Finance Director Dana Thornhill and Joey Grisham provided a presentation outlining projected revenues and proposed expenditures for FY 2020. After some discussion, Joey Grisham stated that the item would come back up at the July Meeting so that the new Board Members could provide input. Mr_ Grisham also stated that the final budget would need to be approved by the CDCIEDC Board by August 1. 6. Cons iderlDiscusslAct on a Resolution authorizing payment for Phase II of the design and production of marketing materials and promotional items. Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary Joey Grisham stated that since the CDC Board and City Council had approved the budget amendment, it was time to execute contracts for Phase II marketing items including a trade show booth, general purpose brochure, and promotional items. Bruce Norwood made a motion authorizing the Chief Administrative Officer to execute contracts with marketing, advertising, promotional and printing companies subject to legal approval of final form and to charge the CDC's promotional line item in an amount not to exceed $27,500 in the Fiscal Year 2018-2019 for the design of marketing and promotional media for community and economic development purposes. Josh Vollmer seconded the motion. All were in favor. Motion passed. 7. Consider/Discuss/Act on a Resolution authoring payment for being a sponsor at the 2019 North Texas Commercial Association of Realtors (NTCAR) Annual Expo. Joey Grisham said that the Annual NTCAR Expo is being held on September 511, and that it provided a prime opportunity for the CDC to market Anna to commercial real estate brokers and developers. He stated that for $2,500, the CDC could be a sponsor with benefits including a prime booth space, exposure on all printed and online marketing materials, and 10 tickets to the event. Rocio Gonzalez made a motion to approve a resolution authorizing payment not to exceed $2,500 for being a sponsor at the 2019 North Texas Commercial Association of Realtors (NTCAR) Annual Expo. Jim Gurski seconded the motion. All were in favor. S. Consider/Discuss/Act on appointing a committee to evaluate and make recommendations on amendments to the CDC bylaws. Joey Grisham stated that since several changes had been made related to economic development, the bylaws needed updating. After some discussion, Board Members felt the item should be tabled until the next meeting when the new Members are seated. Josh Vollmer made a motion to table the item. Stan Carver seconded the motion. All were in favor. 9. Discuss the new City of Anna Strategic Plan. Joey Grisham provided an overview of the new City of Anna Strategic Plan, highlighting the areas that focused on economic development. He pointed out that the City Council put economic development at the top of the priority list, and that the Work Plan to help accomplish the goals would be discussed at future CDC/EDC Meetings. He also mentioned that a Joint CDCIEDCICity Council will be held soon. 10. Director's Report A. ED Mgr. Position —Joey Grisham stated that he hired Taylor Lough from the City of Richardson and that she starts on July 8. B. Developer/Broker Day —Joey Grisham said that he was working on a plan for a developer/broker day and would discuss with the Board at a future meeting. C. July Ethics Training —Clark McCoy stated that the City was working on an Ethics Training for members of all City Boards. D. July Board Meeting Dates —Joey Grisham asked which dates in July worked and most Members said that the 11tn or 18th worked best. E. Anna Business Park Update --Joey Grisham said that Carey Cox had completed the marketing brochure and that Misfit Brands is working on a marketing video. Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary F. Sales tax training —Joey Grisham said that several sales tax training seminars were coming up if anyone was interested. G. Report of current corporate financial status —Discussion only --Joey Grisham provided financials for the Board to review. 11. CLOSED SESSION (exceptions): Josh Vollmer made a motion at 8:57 pm to enter into closed session. Anthony Richardson seconded the motion. All were in favor. Motion passed. A. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) possible property acquisition; possible land sale/purchase; B. Consult with legal counsel on matters 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 of the Government Code (Tex. Gov't Code §551.071); Discuss contract concerning Revolving Loan Fund; promotional contract. C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or, (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) Anna Business Park Property; potential retail and medical projects. 12. Reconvene into open session and take any action on closed session items. Stan Carver made a motion to reconvene into open session at 10:04 pm. Josh Vollmer seconded the motion. All were in favor. Motion passed. No action was taken. 13. Receive reports from staff or Board Members about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment), a reminder about an upcoming event organized or sponsored by the governing body, information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health Officers: Anthony Richardson, President Staff: Joey Grisham, Director/CAO Josh Vollmer, Vice -President Jim Gurski, Secretary and safety of people in the municipality that has arisen after the posting of the agenda. Joey Grisham stated that Josh Vollmer was elected to City Council Place 2 and resigned from the CDC/EDC Boards. 14. Adjourn. Anthony Richardson made a motion to adjourn the meeting at 10:09 pm. Stan Caner seconded the motion. All were in favor. Motion passed. APPROVED:// - ( / A Anthony Richdrdson Jim Gur�ki President of CDC Secref6ry of CDC THE CITY OF AiAtia AGENDA ITEM: Item No. 5.f. City Council Agenda Staff Report Meeting Date: 7/23/2019 Approve a Resolution Authorizing the City Manager to continue the Police Department's partnership in the TXLESO (1033) Program (Chief Caponera) SUMMARY: The Law Enforcement Support Office (LESO) or LESO Program, facilitates 10 US Code 2576a, which originated from the National Defense Authorization Act of Fiscal Year 1997. This law allows transfer of excess Department of Defense property (equipment) that might otherwise be destroyed to law enforcement agencies across the United States and its territories. No equipment is purchased for distribution. All items were excess which had been turned in by military units or had been held as part of reserve stocks until no longer needed. Since its inception, the program has transferred more than $6.9 Billion worth of property. In Fiscal Year 2018, $276 Million worth of property (based on initial acquisition cost) was transferred to law enforcement agencies. Requisitions cover the gamut of items used by America's military -- clothing and office supplies, tools and rescue equipment, vehicles, rifles, and other small arms. Of all the excess equipment provided through the program, only five percent are small arms and less than one percent are tactical vehicles. More than 8,000 law enforcement agencies have enrolled in the program. Anna has been enrolled in this program since 2018 and would like to continue to be a partner. STAFF RECOMMENDATION: Staff Recommends Approval ATTACHMENTS: Description Upload Date Type Resolution 7/8/2019 Staff Report Application 7/8/2019 Staff Report CITY OF ANNA, TEXAS RESOLUTION A RESOLUTION OF THE CITY OF ANNA, TEXAS GRANTING APPROVAL OF THE APPLICATION FOR PARTICIPATION IN THE LAW ENFORCEMENT SUPPORT OFFICE (LESO) PROGRAM WITH DEFENSE LOGISTICS AGENCY AND APPROVAL OF THE STATE PLAN OF OPERATIONS WITH THE STATE OF TEXAS TO UTILIZE MILITARY SURPLUS PROPERTY AT NO COST TO THE CITY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME. WHEREAS, participation in the Law Enforcement Support Office (LESO) Program (formerly known as 1033 Program) with Defense Logistics Agency allows the Anna Police Department (Department) to acquire and use, at no cost to the City, surplus military equipment in the furtherance of the Department's Mission; and WHEREAS, the Secretary of Defense (Secretary) is authorized by 10 USC § 2576a to transfer to State Law Enforcement Agencies, personal property that is excess to the needs of the Department of Defense (DOD) and that the Secretary determines is suitable to be used by such agencies in law enforcement activities, with preferences for counter -drug / counter- terrorism or border security activities; and WHEREAS, under the terms of the State Plan of Operations (Agreement), the Department will acquire and retain excess equipment owned by the DOD for the purposes set forth in the Agreement (Exhibit A); and WHEREAS, the Council finds and determines that the Agreement furthers the Department's Mission and the City's public purpose of protecting the health, safety and welfare of Anna's citizens and the public; and WHEREAS, the Council finds that the Agreement provides sufficient safeguards to assure that all value provided by the City under the Agreement will be used solely for a public purpose; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Agreement The Council hereby approves the Application and Agreement attached hereto as Exhibit A incorporated herein for all purposes and authorizes the City Manager to execute same on its behalf. RESOLUTION NO. PAGE 1 OF 2 AGREEMENT FOR LESO PROGRAM PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 231d day of July, 2019. ATTEST: APPROVED: City Secretary Carrie L. Smith Mayor Nate Pike RESOLUTION NO. AGREEMENT FOR LESO PROGRAM PAGE 2OF2 Pete Copin From: TX LESO Program <TXLESOprogram@dps.texas.gov> Sent: Monday, April 22, 2019 7:50 AM To: TX LESO Program Subject: **LESO Application Due!** Attachments: Application Packet v01.08.19.pdf Importance: High ALCON; Good morning! Once again, it's time to complete and submit your LESO Application Packet! Please complete the attached form fillable packet, have your Chief/Sheriff/Constable and City Official READ it, obtain their signatures and email it to: TXLESOprogram@dps.texas.eov. Per LESO requirements, we must upload all your Application Packets into the system by July 1s`, so please email these to us on or (preferably) before COB June 21, 2019. **NOTE** - If you just recently submitted an updated Application, YES it must be done again b/c the SPO portion has been updated - This packet is form fillable; we will NOT accept hand written forms - This contains an updated agreement (SPO); therefore we will NOT accept any other version — please use the attached version ONLY **Should you remain active??** In October you will also be required to certify your station information in FEPMIS as part of the inventory process (even though you don't have any property on record). if you do not plan to obtain any property or are unable to meet these requirements, please let us know ASAP and we can deactivate your agency in the system to negate these requirements for you (fyi - you will not be eligible to reactivate for 18 months). Submit Apps to TXLESOprogram@dps.texas.gov by COB June 21, 2019. Let us know if you have any questions or need assistance with completing the packet. Thanks, 76" Z45SO S&# Texas LESO Program Email: txlesooroaram@das.texasmov Office 512-424-7590 Website: http://www.txdps.state.tx.us/LawEnforcementSupport/txLESOprgm.htm DEFENSE LOGISTICS AGENCY DISPOSITION SERVICES 74 WASHINGTON AVENUE NORTH BATTLE CREEK, MICHIGAN 49037.3092 Law Enforcement Support Office (LESO) Application for Participation If Authorized Screeners Letter (This form is for State/Local Low Enforcement Agencies only) SECTION 1: -Originating Agency Identifier (ORI) Number (If -Agency Name: *Agency Physical Address. _-_-.— 'City: Anna ..__ 1Q1 S. Powell_Pkw •NCIC P.O. Box or address (If different than above i.e. Terminal Location):I *Phone N:Fax h: f9_ zk4-3162� 'State: x -Zip Code: �75409..I •Email .[pcop(n@an_ natexas,gQ�[ ,. ]Note: Email is needed for '-"-" automated system notifications. Agency MUST have at least 1 full-time officer to participate In the program. Indicate the number of compensated officers with arrest and apprehension authority. Part-time field MUST be filled In: N/A, 0 or - is acceptable. *Full-tlme: `16 •Part-time: rQ l t- � � 1. _.___...I RTD Screener- RTD Screeners must be employed by the aforementioned LEA. Individuals Identified below may request access to act as an authorized "RTO Screener" on behalf of this Law Enforcement Agency. Agency MUST have at least 1 RTD Screener. Lieutenant ___._.--.. _ Pete-----__... "Rl 'Official Title / Rank -First Name *Last Name _..... _—.____. - _____ ipcopin@annatex. as g.Ov_._.— _._ ._-1 1972-924-2848 1 ____ _.__ *Email *Phone Number POC (Aircraft/Small Arms/Vehiclel ISerge-ant_. __ __ Chaff_ _ _ Butler -- -- - g2 'Official Title/Rank *First Name *Last Name IctZutler@annatex924 2848 __ •Email -Phone Number POC(Aircraft/Small Arms/Vehicle) N3 'Official Title / Rank *First Name *Last Name 'Email *Phone Number POC(Aircraft/Small Arms/Vehicle) [---- ..----- a4 'Official Title/Rank 'First Name *Last Name "Email -PhoneNumber POC(Aircraft/small Arms/Vehicle) Page 1 of (Application Version: Oct 11, 2018) SECTION 2: RESERVED FOR LAW ENFORCEMENTAGENCY USEONLY Low Enforcement Agency/Activity - The LESO Program defines this as a Governmental agency/activity whose primary function is the enforcement of applicable Federal, State and Local laws and whose compensated Law Enforcement officers have the powers of arrest and apprehension. I certify that my agency meets the definition of a "Law Enforcement Agency/Activity" as described above. I certify that all information • contained in this application is valid and accurate. I understand that I must provide my State Coordinator an application to update my agency particlpant information if the following information changes: 1. Chief Law Enforcement Official (CLEO) changes, 2. Agency physical address changes or 3. RTD Screener additions/deletions. I am signing this document as the CLEO of this law enforcement agency. '(Check only one(: " L � pn my official position or as Acting/Interim, I am authorized to sign documents on behalf of the OLEO for this agency. If checked, please provide current department policy or Memorandum that provides such signature authority to the individual holding that official position. By signing this application, I certify that my Agency will comply with U.S. Code 2526ofor all controlled property, which states; With the authorization of the relevant local governing body or authority, that myogency has adopted publlcally available protocols for the appropriate use of controlled property, the supervision of such.use, and the evaluation of the effectiveness of such use, including auditing and accountability policies; and that itprovldes annual training to relevant personnel on the maintenance, sustainment, and appropriate use of controlled property. I certify under penalty of perjury that the foregoing is true and correct. Making a false statement may result in judicial actions or prosecution under 18 USC 41001. SECTION 3: •SIGNATURE 'GATE RESERVED FOR STATE COORDINATORS OFFICE USE ONLY As the State Coordinator/ State Point of Contact it has been determined that the agency meets the definition of a "Law Enforcement Agency/Activity" as described in section 2. 1 certify that all Information contained in this application is valid and accurate. ___. Mike Lesko ----------- *PRINTED NAME FIRST &LAST 'SIGNATURE 'DATE SECTION 4: RESERVED FOR LESO USE ONLY NOTICE FOR DLA DISPOSITION SERVICES PERSONNEL: Regulatory guidance outlining Screener Identification and Authorization must be accomplished in accordance with DOD 4160.21-M, Volume 3, Enclosure 5, Section 3 (k). In accordance with the aforementioned reference, the LESO Program authorizes the individuals identified in Section 1 of this form to screen excess property at your facilities as authorized participants in the LESO Program. This authorized screener letter supersedes all previously issued Screener letters for this Law Enforcement Agency/Activity and is valid only on or after the date signed by authorized LESO signatory, Only two individuals authorized to screen per visit; however, additional personnel may assist receiving material previously screened and approved for transfer. t� 'This agency is authorized to screen items via the LESO Program under authorized Agency DODAACd 1 'LESO Authorized Signatory: - *Screener letter is valid one year from this date: SIGNATURE Note: Once this screener letter has expired, agency can request a new screener letter (LESO AUTHORIZATION SCREENER LETTER, v.MARCH 2O18) only through their SC/SPOC. LESO Notes: r Page 2 of 2 (Application Version: Oct 11, 2018 STATE PLAN OF OPERATION BETWEEN THE STATE OF TEXAS AND THE Anna Police Department I. PURPOSE This State Plan of Operation (SPO) is entered into between the State of Texas and the Anna Police Department , to set forth the terms and conditions which will be binding on the parties with respect to excess Department of Defense (DoD) personal property transferred under 10 U.S.C. § 2576a in order to promote the efficient and expeditious transfer of property and to ensure accountability of the same. II. AUTHORITY The Secretary of Defense is authorized by 10 U.S.C. § 2576a to transfer to Federal and State/Territory Law Enforcement Agencies (LEAs), personal property that is excess to the needs of the DoD, including small arms and ammunition, that the Secretary determines is suitable to be used by such agencies in law enforcement activities, with preferences for counter-drug/counter-terrorism or border security activities, under such terms prescribed by the Secretary. The Secretary of Defense has delegated authority for management of this Program to the Defense Logistics Agency (DLA). DLA defines law enforcement activities as activities performed by governmental agencies whose primary function is the enforcement of applicable Federal, State/Territory, and local laws and whose compensated law enforcement officers have powers of arrest and apprehension. This program is known as the Law Enforcement Support Program and commonly referred to as the "LESO Program" or "1033 Program" and is administered by DLA Disposition Services, Law Enforcement Support Office (LESO). III. GENERAL TERMS AND CONDITIONS A. Operational Authority The Governor of the State of Texas has designated in writing with an effective date of August 31, 2018 to implement this program statewide as well as conduct management and oversight of this program. Funding / Budgeting to administer this program is provided by the Department of Public Safety of the State of Texas. The provided funding is used to support assistance to the LEAS with customer service to include computer / telephone assistance and physical visits to the LEAS to assist with acquiring access to the LESO Program. The staffing to provide the support to the LEAS within the State of Texas is as follows: State Coordinator (SC): Mike Lesko State Point of Contact (SPOC): Rolando Ayala Version; July 2018 State Point of Contact (SPOC): Laurie Patterson State Point of Contact (SPOC): John Riddick The following is the facility / physical location and business hours to provide customer service to those LEAS currently enrolled, as well as interested participants of the LESO Program: Agency Address / Location: 5805 N. Lamar Blvd, Austin, Texas 78752 E-Mail / Contact Phone Numbers: txlesoprogram@dps.texas.gov (512) 424-7590 Hours of Operation: 7:00 am — 5:00 nm B. All property is transferred and the recipient (LEA name) Anna Police Department agrees to accept property on an as -is, where -is basis. The DLA has final authority to determine the type, quantity, and allocation of excess DoD personal property suitable for law enforcement activities. C. This agreement creates no entitlement to the State or Territory to receive excess DoD personal property. DLA retains the right to recall any property during the period that it is conditionally transferred. D. The (LEA name) Anna Police Department understands that property made available under this agreement is for the use of authorized program participants only. Authorized participants who receive property from the LESO Program will not loan, donate, or otherwise provide property to other groups or entities that are not otherwise authorized to participate in the Program. Authorized participating agencies may, with prior approval from the State/Territory on a temporary basis, conditionally loan property to another participating agency as their mission requires, utilizing an Equipment Custody Receipt (ECR). Property temporarily loaned will be returned to the LEA responsible for the accountability. All requests for property will be based on bona fide law enforcement requirements. E. Controlled property (equipment) includes any property that has a Demilitarization (DEMIL) Code of B, C, D, E, F, G, and Q3. To receive such property, on an annual basis the LEA will certify (Ref: 10 U.S. Code § 2576a): 1) That it has obtained the authorization of the relevant Civilian Governing Body Official (city council, mayor etc.) to participate in the program. 2) That it has adopted publicly available protocols for the appropriate use of controlled property, the supervision of such use, and the evaluation of the effectiveness of such use, including auditing and accountability policies. 3) That it provides annual training to relevant personnel on the maintenance, sustainment, and appropriate use of controlled property. The (LEA name) Anna Police Department will maintain and enforce regulations designed to impose adequate security and accountability measures for controlled property to mitigate the risk of loss Version; July 2018 or theft. G. Upon approval of written requests, cannibalization may be performed on approved aircraft, armored vehicles, and High Mobility Multipurpose Wheeled Vehicles (HMMWVs). Requests will be submitted in writing to the State and approved by the LESO for approval. The cannibalized end item must be returned to DLA Disposition Services within the allotted timeframes determined by the LESO. H. The LESO conditionally transfers all excess DoD property to States/Territories/LEAS enrolled in the LESO Program. Title or ownership of controlled property will remain with the DoD in perpetuity and will not be relinquished to the States/Territories/LEAs. When the States/Territories/LEAs no longer have a legitimate law enforcement use for controlled property, the States/Territories/LEAs will notify the LESO and the controlled property must either be transferred to another enrolled LEA (via standard transfer process) or returned to DLA Disposition Services for disposal. The LESO reserves the right to recall controlled and non -controlled property issued through the DLA at any time. I. Property with a DEMIL Code of "A" and "Q" with an Integrity Code of "6" (Q6) is also conditionally transferred to the State/LEA, yet controlled for one year from the ship date. However, after one year from the ship date, the DLA will relinquish ownership and title to the State/Territory/LEA. Prior to this date, the State/Territory/LEA remains responsible for the accountability and physical control of the item(s) and the Program retains the right to recall the property. 1) Property with DEMIL Codes of "A" and "Q6" will be placed in a closed status on the LEA's LESO inventory upon meeting the one year mark. 2) Once closed, the property is no longer subject to the annual inventory requirements and will not be inventoried during a LESO Program Compliance Review (PCR). 3) Ownership and title of DEMIL "A" and "Q6" items that have been closed will pass from the DoD to the LEA one year from the ship date, without issuance of any further documentation. 4) LEAs receive title and ownership of DEMIL "A" and "Q6" items as governmental entities. Title and ownership of DEMIL "A" and "Q6" property does not pass from DoD to any private individual or LEA official in their private capacity. Accordingly, such property should be maintained and ultimately disposed of in accordance with provisions in State/Territory and local laws that govem public property. Sales or gifting of DEMIL"A" and "Q6" property after one year from the ship date in a manner inconsistent with State/Territory or local law may constitute grounds to deny future participation in the LESO Program. 5) An SF 97 form will be provided upon physical transfer for vehicles. Recipients are authorized to make upgrades to vehicles during the one year conditional period. Full title to DEMIL "A" and "Q6" property, including vehicles, will vest in the recipient after one year if all other requirements of this agreement have been met. After the one year period DEMIL "A" and "Q6" items may be transferred, cannibalized for usable parts, sold, donated or scrapped. J. LEAs are not authorized to transfer any property on their inventory without State and LESO notification and approval. Property will not physically move until the LESO approval process is Version; July 2018 complete. K. Certain controlled equipment will have a documented chain of custody (e.g., Equipment Custody Receipt [ECR] or equivalent), including a signature of the recipient. Controlled equipment requiring a chain of custody are: small arms, aircraft, high profile vehicles, optics, robots, and small arm's parts/accessories. It is encouraged to utilize ECRs for all controlled equipment. Regarding ECRs during a LESO PCR, see section VI, A, 4. L. Sale or transfer of DEMIL Codes "A" or "Q6" property after the one year conditional holding and utilization period to non -LEA participants will be executed in compliance with U.S. Export Control Regulations. 1) Excess personal property may be export -controlled, regardless of the assigned DEMIL Code and regardless of the Department or Agency that donates the property. 2) DEMIL Codes are not a substitute for export controls. They do not provide information on the export control requirements for an item. 3) The Transferee is responsible for complying with U.S. Export Control Laws and Regulations, including the Export Administration Regulations (EAR) (15 C.F.R. Pts. 730-774) and the hitemational Traffic in Arms Regulations (ITAR) (22 C.F.R. Pts. 120-130). a) This responsibility exists independent of, and is not established or limited by, the information provided in this statement of compliance. b) The responsibility includes, but is not limited to, determining the subsequent transferee's eligibility to receive such items in accordance with U.S. Export Control Laws and Regulations. c) Information on the EAR and ITAR are at: https://www.bis.doc.gov/index.h and httys://www.i)mddtc.state.gov/index.html. d) Tips: If Transferee has doubts about which regulation governs control of the item, they may submit a commodity jurisdiction request to the Department of State, Directorate of Defense Trade Controls to determine whether it is subject to the ITAR or EAR. Information on commodity jurisdiction requests can be found at: bqp://www.pmddtc.state.gov/commodiiy Jurisdiction/index.html. ii. If Transferee is sure the item is subject to the EAR, but needs help determining the correct Export Control Classification Number (ECCN), they may submit a commodity classification request to the Department of Commerce, Bureau of Industry and Security (BIS). Information on classification requests can be found at: classification/classification-request-guidelines Version; July 2018 iii. For items subject to the EAR: Transferee is cautioned that prior to sale or transfer of items they should be familiar with their customer and intended end use of the items. Transferees must check prospective Transferees/buyers to ensure they are not on the Department of Commerce List of Parties of Concern (https://www.bis.doe. gov/index.vhv/policy-guidance/lists-of-parties-of concern) and the transfer/sale complies with the EAR, including 15 C.F.R. Prt. 736. BIS Export Compliance Guidelines are at: https://www.bis.doe.gov/index.php/forms-documents/pdfs/I 641 -ecp/file 4) The Transferee must notify all subsequent buyers or Transferees in writing, of their responsibility to comply with U.S. Export Control Laws and Regulations. 5) Definition. "Export -controlled items," as used in this statement of compliance, means items subject to the Export Administration Regulations (EAR) (15 C.F.R. Pts. 730-774) or the International Traffic in Arms Regulations (ITAR) (22 C.F.R. Pts. 120-130). The term includes: a) "Items," defined in the EAR 15 C.F.R. Pt.772.1. as "commodities", "software", and "technology." b) "Defense Articles, Defense Services, and related Technical Data defined in the ITAR, 22 C.F.R. Pt. 120. IV. ENROLLMENT A. An LEA will have at least one full-time law enforcement officer in order to enroll and/or receive property via the LESO Program. Only full-time and part-time law enforcement officers are authorized to receive property. Non -compensated reserve officers are not authorized to receive property. State law enforcement training facilities/academies may be authorized to participate in the program given the primary function is the training of bona fide State/Territory and Local law enforcement officers. Law enforcement training facilities/academies will be reviewed and approved for participation on a case -by -case basis via concurrence of DLA Disposition Services, DLA General Counsel, and DLA J349. 1) The LEA will submit an updated Application Packet to the State Coordinator's office no later than September 1 each year and/or any time there is a change in personnel or LEA contact information. Failure to do so may result in suspension and/or termination from the program. 2) Once approved for participation in the program, at least one of the LEA's authorized screeners must attend a mandatory training class prior to any requests for property being approved. The class will be conducted free of charge to the LEA and will be held at a location determined by the State Coordinator's office. Screeners who may have been previously employed by and screeners for other LEAS, might still be required to attend training as this training qualifies the agency, not the individual. 3) LEA transfer of responsibility — program property assigned to the LEA. A change in the Chief Law Enforcement Official (CLEO), due to any reason, will not relinquish responsibility from the LEA for properly maintaining existing program property in the LEA's possession. If the new CLEO does not wish to be responsible for existing property, they will notify the State Coordinator's office in writing that they wish to return the Version; July 2018 property to their assigned Disposition Site and/or transfer it to a qualifying LEA. The new CLEO remains responsible for existing property until the property is officially transferred or returned. B. Unauthorized Participants. Nongovernmental law enforcement entities such as private railroad police, private security, private academies, correctional departments and prisons, or security police at private schools or colleges. Fire departments, by definition, are ineligible for the Law Enforcement Support Program. C. The State will: 1) Establish and implement the LESO Program eligibility criteria in accordance with 10 U.S.C. § 2576a, DLA Instructions and Manuals regarding the LESO Program, and this SPO. 2) Receive and process applications for participation from eligible LEAs within their state. 3) Collect originating agency identifier code for all new, reactivation (whether voluntary separation or termination), and otherwise suspicious applications. Originating agency identifier will be coordinated with DLA Office of the Inspector General (OIG) for validation against the Federal Bureau of Investigation's National Crime Information Center database. 4) Ensure only authorized LEA applications for participation are submitted to the Program for approval. Applications are required by the LESO Standard Operating Procedures (SOP) to be submitted within 30 days of both the CLEO's and the State's/Territory's approved signature and date. 5) Validate the authenticity of the LEAs within their State/Territory that are applying for participation. If the State/Territory forwards an unauthorized participant application, this may result in a formal suspension of the State/Territory. 6) Determine the qualifications of a full-time law enforcement officer. 7) Have sole discretion to disapprove LEA applications on behalf of the Governor of their State/Territory. The LESO should be notified of any applications disapproved at the State/Territory level. The State/Territory will only forward and recommend/certify LEAs to the LESO that are government agencies whose primary function is the enforcement of applicable Federal, State/Territory, and local laws and whose compensated officers have the powers of arrest and apprehension. The LESO retains final approval/disapproval authority for all LEA applications forwarded by the States/Territories. 8) Ensure LEAs enrolled in the Program update the LEA's account information annually, or as needed. This may require the LEA to submit an updated application. Updated applications are required to be submitted for, but are not limited to, the following reasons: a change in CLEO, the addition or removal of a screener, and/or a change in the LEA's address or contact information. 9) Provide a comprehensive overview of the Program to all LEAs once they are approved for enrollment. This comprehensive overview will be done within 30 days of an LEA Version; July 2018 receiving the LESO's approval to participate. 10) Ensure that screeners of property are employees of the LEA. A screener may only screen property for two Law Enforcement Agencies. Contractors may not conduct screening on behalf of the LEA. H) Ensure at least one person per LEA maintains access to the Federal Excess Property Management Information System (FEPMIS), or current property accounting system. Account holders will be employees of the LEA. V. ANNUAL INVENTORY REQUIREMENTS A. Per the DLA Instructions and Manuals regarding the LESO Program and this SPO, each State/Territory is required to conduct an annual physical inventory certification of all property on the inventory. Annual inventories start on October 1 of each year and end November 30 of each year. 1) DEMIL "A" and "Q6" property records will not be closed during the annual inventory. B. The State will: 1) Receive and validate incoming certified inventories and reconcile inventories from the LEAs. 2) Ensure LEAs validate and provide serial numbers and photos identified during the annual inventory process for inclusion in the LESO property accounting system for all aircraft, armored vehicles, small arms and other unique items, as required. 3) Suspend a LEA as a result of the LEA's failure to properly submit certified inventories, according to the aforementioned requirements. C. The LEA will: 1) Complete and certify the annual physical inventory as required for continued participation in the program. 2) Adhere to additional annual certification requirements as identified by the LESO. All inventories and certification statements will be maintained on file indefinitely. a) The State requires each LEA to submit certified inventories for their agency by November 30 of each year. The Fiscal Year (FY) is defined as October 1 through September 30 of each year. This gives the LEA two (2) months to physically inventory DLA LESO Program property in their possession and submit their certified inventories to their State Coordinator. b) In addition to the certified inventories, the LESO requires photographs for all High -profile commodities identified as aircraft, armored vehicles, small arms, and other unique items as required, received through the Program. Version; July 2018 The LESO requires a side and data plate photo for aircraft and vehicles that are serial number controlled, received through the Program. ii. The LESO requires serial number photos for each small arm received through the Program. c) LEAs that fail to submit the certified annual inventory by November 30 maybe suspended from operations within the Program. When a LEA is suspended, a Corrective Action Plan (CAP) will need to be submitted to the State and LESO identifying all actions taken to correct the deficiencies. Further failure to submit the certified annual inventory may result in a LEA's termination. 3) Be aware that High -profile commodities (aircraft, armored vehicles and small arms) and other property may be subject to additional controls. 4) Ensure that an approved current SPO is uploaded in FEPMIS. VI. PROGRAM COMPLIANCE REVIEWS A. The LESO conducts a PCR for each State/Territory that is enrolled in the LESO Program every two (2) years. The Program reserves the right to conduct no notice PCRs, or require an annual review, or similar inspection, on a more frequent basis for any State/Territory. LESO PCRs are performed in order to ensure that State Coordinators, SPOCs, and all LEAS within a State/Territory are compliant with the terms and conditions of the LESO Program as required by 10 USC § 2576a, DLA Instruction and Manuals regarding the LESO Program, and this SPO. 1) If a State/Territory and/or LEA fails a PCR, the LESO will immediately suspend their operations and will subsequently issue corrective actions (with suspense dates) to the State Coordinator, which will identify what is needed to rectify the identified deficiencies within his/her State/Territory. 2) If a State/Territory and/or LEA fails to correct identified deficiencies by the given suspense dates, the LESO will move to terminate the Program operations within the State/Territory and/or LEA. 3) States/Territories and/or LEAs which fail a program compliance review will be suspended for a minimum of 60 days and will not be reinstated until DLA conducts a re -inspection on the State/Territory and the State/Territory and/or LEA successfully passes the inspection. 4) During a LESO PCR, it is the Program's intent to physically inventory 100% of property selected for review at each LEA. The use of ECRs in lieu of physical inspection is discouraged during PCRs. B. The State/Territory will: 1) Support the LESO PCR process by: Version; July 2018 a) Coordinating and forwarding completed PCR daily events schedule to the selected LEAS to be reviewed. b) Contacting LEAs selected for review via phone and email to ensure they are aware of the PCR schedule and prepared for review. c) Receiving inventory selections from the LESO and forwarding them to the selected LEAS. d) Ensuring the LEA Points of Contact (POCs) gather the selected items in a central location to ensure the LESO can efficiently inventory the items. e) Providing additional assistance to the LESO as required, prior to, during, and upon completion of the PCR. 2) Conduct internal PCRs of LEAS participating in the Program in order to ensure accountability, program compliance, program eligibility and validate annual inventory submissions are accurate. The State/Territory will ensure an internal PCR of at least 5% of LEAS that have a property book from the LESO Program within his/her State/Territory is completed annually. Results of internal PCRs will be kept on file at the State Coordinator's Office. a) The internal PCR will include, at minimum: A review of the SPO signed by both parties, ensuring that the SPO is uploaded into the Station Management Utility within FEPMIS. ii. A review of the LEA's application/screener letter. iii. A physical inventory of DLA LESO Program property selected for review at each LEA. iv. A specific review of each selected LEA's files for the following: DD Form 1348-IA for each item currently on inventory, small arms documentation, transfer documents, turn -in documents, inventory adjustment documents, exception to policy letters (if any), approved cannibalization requests (if any), or other pertinent documentation as required. Review and confirm authenticity and eligibility of the LEA. b) For uniformity purposes, the State/Territory will utilize a PCR checklist provided by the LESO, or equivalent. c) In cases that require a repossession or turn -in of property, the State/Territory and/or LEA will bear all expenses related to the repossession and/or turn- in/transfer of DLA LESO Program property to the appropriate DLA Disposition Services site. Version; July 2018 VII. REPORTING REQUIREMENTS FOR LOST, STOLEN, OR DESTROYED DLA LESO PROGRAM PROPERTY A. All property Lost, Stolen or Destroyed (LSD), carried on a LEAS current inventory, must be reported to the LESO. 1) LSD controlled property must be reported to the LESO within 24 hours. The LEA may be required to provide the following: a) A comprehensive police report b) A National Crime Information Center (NCIC) report/entry 2) The State/Territory will provide the contact information for the Civilian Governing Body over the LEA involved, to include: Title, Name, Email and mailing address. 3) LSD property with a DEMIL Code of "A" and "Q6" must be reported to the LESO within seven days. 4) All LEAS participating in the program will agree to cooperate with investigations into LSD by the DLA OIG. 5) A DD 200 Form, Financial Liability Investigation for Property Loss (FLIPL) will be required to be submitted to the LESO for all unaccounted for property. B. LESO may grant extensions to the reporting requirements listed above on a case -by -case basis. VIII. AIRCRAFT AND SMALL ARMS A. All aircraft are considered controlled property, regardless of DEMIL Code. The SPO will ensure that all LEAS and all subsequent users are aware of, and agree to provide, all required controls and documentation in accordance with applicable laws and regulations for these items. B. LEAs no longer requiring small arms issued through the LESO Program will request authorization to transfer or turn -in small arms. Transfers and turn -ins will be forwarded and endorsed by the State/Territory, and approved by the LESO. Small anus will not physically move until the LESO provides official notification that the approval process is complete. When returning small arms to Anniston Army Depot, LEAs are required to: 1) Provide the 1348-1A turn in document that has been approved through the LESO. 2) Provide an appointment letter signed by the CLEO, or their designee, appointing the certifier and verifier to that position (found on the LESO website). 3) Provide the inert certificate that has been signed by a qualified certifier and verifier. 10 Version; July 2018 4) Insert a flag safety or chamber flag into the chamber for visual verification that the small arm is clear of ammunition. 5) The aforementioned documentation will be placed in a packing slip affixed to the outside of the shipping container. A duplicate set of documents will be placed inside the shipping container. C. Small arms that are issued must have a documented chain of custody, with the chain of custody including a signature of the receiving officer indicating that he/she has received the appropriate small arm(s) with the correct, specified serial number(s). Small arms that are issued to an officer will be issued utilizing an Equipment Custody Receipt; this Custody Receipt obtains the signature of the officer/deputy responsible for the small arm. D. Modifications to small arms are authorized. All parts are to be retained and accounted for in a secured location under the original serial number for the small arm until final disposal. If the modified small arm is transferred to another LEA, all parts must accompany the small arm to the receiving LEA. E. Weapon Accountability. Law enforcement agencies that have multiple instances of a missing, lost, or stolen LESO Program small arm within a five year window will be assessed by DLA Disposition Services to determine if a systemic problem exists. 1) First Instance of Loss/theft: Will result in a 60 day minimum suspension. 2) Second Instance of Loss/theft: Will result in a 180 day minimum suspension. 3) Third Instance of Loss/theft: Will result in a 240 day minimum suspension. DLA Disposition Services will submit a formal assessment presenting all the facts of the instances of loss, relevant data, and evidence as to whether a systemic problem exists to DLA J34 for review and coordination. DLA Disposition Services will recommend potential disciplinary actions which could include recalling the agency's loaned small arms or termination from the Program. F. Aircraft and small arms will not be obtained by any authorized participant for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan and will be returned to the LESO at the end of their useful life. IX. RECORDS MANAGEMENT A. The LESO, State Coordinator, and LEAS enrolled in the LESO Program must maintain all records in accordance with the DLA Records Schedule. Records for property acquired through the LESO Program have retention controls based on the DEMIL Codes. All documents concerning property record will be retained. 1) Property records for items with DEMIL Codes of "A" and "Q6" will be retained for two calendar years from the date the property is removed from the LEA's property book before being destroyed. 11 Version; July 2018 2) Property records for controlled property will be retained for five calendar years from the date the property is removed from the LEA's property book before being destroyed. 3) Environmental Property records will be retained for 50 years, regardless of DEMIL Code (Chemicals, Batteries, Hazardous Material/Hazardous Waste). 4) LESO Program files will be segregated from all other records. 5) All property records will be filed, retained, and destroyed in accordance with DLA Records Schedule. These records include, but are not limited to, thefollowing: DD Form 1348-1A for approved requests for transfers, turn -ins, requisitions, and any other pertinent documentation and/or records associated with the LESO Program (e.g., approved Bureau of Alcohol, Tobacco, Firearms and Explosives (BATFE) Forms 10 and 5, Certificate of Aircraft Registration (AC Form 8050-3), Aircraft Registration Application (AC 8050-1). X. LESO PROGRAM ANNUAL TRAINING A. 10 U.S.C. § 280 provides that the Secretary of Defense, in cooperation with the U.S. Attorney General, will conduct an annual briefing of law enforcement personnel of each State/Territory (including law enforcement personnel of the political subdivisions of each State/Territory). The briefing will include information on training, technical support, equipment,and facilities that are available to civilian law enforcement personnel from the Department of Defense. B. The State will organize and conduct training pertaining to information, equipment, technical support and training available to LEAS via the LESO Program. C. The State/Territory will ensure at least one representative (such as the State Coordinator or SPOC) attend the annual training that LESO conducts. XI. PROPERTY ALLOCATION A. The State Will: 1) Upon receipt of a valid LEA request for property through the DLA Disposition Services RTD Website, give a preference to those requisitions indicating that the transferred property will be used in the counter-drug/counter-terrorism or border security activities of the recipient agency. Additionally, to the greatest extent possible, the State will ensure fair and equitable distribution of property based on current LEA inventory and LEA justifications for property. 2) The State and the LESO reserves the right to determine and/or adjust allocation limits. Generally, no more than one of any item per officer will be allocated. Quantity exceptions may be granted on a case -by -case basis by the LESO based on the justification provided by the LEA. Currently, the following allocation limits apply: a) Small Arms: one of each type for every qualified officer, full-time/part-time; 12 Version; July 2018 b) HMMWVs/Up-Armored HMMWVs: one vehicle for every three officers; c) MRAPs/Armored Vehicles: two vehicles per LEA; d) Robots: one of each type for every 25 officers 3) Additional justification maybe required for small arms and armored vehicles. The LESO reserves final authority on determining the approval and/or disapproval for requests of specific types and quantities of excess DoD property. 4) Access the DLA Disposition Services RTD Website at a minimum of once daily (Monday - Friday) to review/process LEAs' requests for excess DoD property. B. The LEA will: 1) Ensure an appropriate justification is submitted when requesting excess DoD property via the DLA Disposition Services RTD Website. 2) Access the Texas LESO website for timely and accurate guidance, information, and links concerning the LESO Program and ensure that all relevant information is reviewed. 3) When requesting property for counter-drug/counter-terrorism or border security activities, provide a justification that specifies that the property will be used for such activities. 4) Maintain access to FEPMIS to ensure the LEA is properly maintaining their property books, to include, but not limited to, transfers, tum-ins, and disposal requests. a) FEPMIS account holders must be employees of the LEA. XII. PROGRAM SUSPENSION & TERMINATION A. The State/Territory/LEA is required to abide by the terms and conditions of the DLA MOA and SPO in order to maintain active status. B. If a State Coordinator or LEA fails to comply with any terms of the DLA MOA, Federal statute or regulation, SPO, or a State MOA, the State and/or LEA may be placed on restricted status, suspended, and/or terminated from the Program. All suspension or termination notifications will be in writing and will identify remedial measures required for reinstatement, if applicable. 1) Suspension: A specified period of time in which an entire State/Territory or identified LEA(s) is prohibited from requesting and receiving additional property through the Program. Additional requirements for remedial action may also be placed on suspended activities, to include return of all or specifically identified controlled property. Suspensions will be for a minimum of 60 days. 2) Termination: Removal of a LEA or State from participating in the Program. The State Coordinator and/or identified LEAS will transfer or turn -in all controlled property previously received through the Law Enforcement Support Program at the expense of 13 Version; July 2018 the State and/or the LEAS. 3) Restricted Status: A specified period of time in which a State/Territory or LEA is restricted from receiving an item or commodity due to isolated issues with the identified commodity. Restricted status may also include restricting an agency from all controlled property. Restricted status is commonly used for agencies that have active consent decrees from the Department of Justice. C. The State will: 1) Suspend LEAS for a minimum of 60 days in all situations relating to the suspected or actual abuse of DLA LESO Program property or requirements and/or repeated failure to meet the terms and conditions of this SPO. Suspension may lead to termination. 2) Coordinate with the LESO, who will have final discretion on reinstatement requests. Reinstatement to full participation from a suspension and/or termination is not automatic. 3) Issue corrective action guidance in coordination with LESO and the LEA with suspense dates to rectify issues and/or discrepancies that caused suspension and/or termination. 4) Require the LEA to submit results regarding all completed police investigations and/or reports regarding LSD DLA LESO Program property to include the LEA's CAP. 5) Suspend or terminate a LEA from the LESO Program if a LEA fails to comply with any terms of the SPO, the DLA Instruction and Manuals regarding the LESO Program, any Federal statute or regulation, or this State Plan of Operation. 6) In the event of a LEA termination, make every attempt to transfer the DLA LESO Program property of the terminated LEA to an authorized State/Territory or LEA, as applicable, prior to requesting a turn -in of the property to the appropriate DLA Disposition Services location. a) In cases relating to an LEA termination, the LEA will have 90 days to complete the transfer or turn -in of all DLA LESO Program property in their possession. 'n Notify the LESO and initiate an investigation into any questionable activity or action involving DLA LESO Program property issued to an LEA that comes to the attention of the State/Territory, and is otherwise within the authority of the Governor/State/Territory to investigate. Upon conclusion of any such investigation, take appropriate action and/or make appropriate recommendations on suspension or termination of the LEA to the LESO. States/Territories, acting on behalf of their Governor, may revoke or terminate their concurrence for LEA participation in the LESO Program at any time and for any reason. 8) Request that the LESO suspend or terminate a LEA from the LESO Program if a LEA fails to comply with any term of this SPO, the DLA Instructions and Manuals regarding the LESO Program, any Federal statute or regulation, or the SPO. 14 Version; July 2018 9) Implement State level LEA suspensions and notify the LESO if a LEA fails to comply with any term of this SPO, the DLA Instructions and Manuals regarding the LESO Program, any Federal statute or regulation, or the SPO. 10) Initiate corrective action to rectify suspensions and/or terminations placed upon the State for failure to meet the terms and conditions of the LESO Program. 11) Make contact (until resolved) with suspended LEA(s) within his/her State to ensure corrective actions are rectified by the timeframe provided by the LESO. 12) Require the LEAS to complete and submit results regarding all completed police investigations and/or reports regarding LEA DLA LESO Program property. The State/Territory must submit all documentation to the LESO upon receipt. 13) Provide documentation to the LESO when actionable items are rectified for the State and/or LEA(s). 14) Provide a written request to the LESO for reinstatement of an LEA via the State Coordinator or SPOC(s) for full participation status at the conclusion of a suspension period. 15) Provide a written request to the LESO for reinstatement of the State via the Governor for full participation status at the conclusion of a suspension period. D. The LEA will: 1) In the event of the LEA termination, make every attempt to transfer the DLA LESO Program property to an authorized participating LEA, as applicable, prior to requesting a turn -in of the property to the approved DLA Disposition Services location. a) In cases of a State termination, the State will have 120 days to complete the transfer or turn -in of all DLA LESO Program property in their State. b) In cases relating to an LEA termination, the LEA will have 90 days to complete the transfer or turn -in of all DLA LESO Program property in their possession. XIII. AMMUNTION A. DLA in support of the United States Army will aid in allocating ammunition to LEAS. 1) U.S. Army will issue approved transfers directly to the LEA. LEAS are responsible for funding all costs associated with the packing and shipping of ammunition and will make reimbursements directly to the U.S. Army. 2) All ammunition obtained via the Law Enforcement Support Program will be for training purposes only. At the time of request, LEAS will certify in writing that the ammunition will 15 Version; July 2018 be used for training purposes only. Ammunition will not be obtained for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan. Ammunition obtained through the Program will not be sold. 3) Ammunition will be treated as a consumable item and not tracked in any DLA inventory system or inspected during compliance reviews. 4) DLA Disposition Services will track and preserve necessary records of ammunition transferred to a LEA and will post all agency requests, approvals, and denials on the public web -page. XIV. COSTS & FEES All costs associated with the transportation, turn -in, transfer, repair, maintenance, insurance, disposal, repossession or other expenses related to property obtained through the LESO Program are the sole responsibility of the LEA. In the event a LEA is dissolved or disbanded and no civilian governing body exists, the State Coordinator's office will, on a case -by -case basis, coordinate the transfer or turn -in of all assigned property. XV. NOTICES Any notices, communications, or correspondence related to this agreement will be provided by E-mail, the United States Postal Service, express service, or facsimile to the appropriate DLA office. The LESO may, from time to time, make unilateral modifications or amendments to the provisions of this SPO. Notice of these changes will be provided to State Coordinators in writing. Unless State Coordinators take immediate action to terminate this SPO in accordance with Section XVIII, such modifications or amendments will become binding. In such cases, reasonable opportunity will, insofar as practicable, be afforded the State Coordinator to conform changes affecting their operations. XVI. ANTI -DISCRIMINATION A. By signing this SPO, or accepting excess DOD personal property under this SPO,the State pledges that it and each LEA agrees to comply with applicable provisions of the following national policies prohibiting discrimination: 1) On the basis of race, color, or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.) as implemented by DOD regulations 32 C.F.R. Pt.195. 2) On the basis of age, in the Age Discrimination Act of 1975 (42 USC 6101, et seq) as implemented by Department of Health and Human Services regulations in 45 C.F.R. Pt. 90. 3) On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973, P.L. 93- 112, as amended by the Rehabilitation Act Amendments of 1974, P.L. 93-516 (29 U.S.C. 794), as implemented by Department of Justice regulations in 28 C.F.R. Pt. 41 and DOD regulations at 32 C.F.R. Pt. 56. B. These elements are considered the minimum essential ingredients for establishment of satisfactory 16 Version; July 2018 business agreement between the State and the DOD. XVII. INDEMNIFICATION CLAUSE A. The State/LEA is required to maintain adequate liability insurance to cover damages or injuries to persons or property relating to the use of property issued under the LESO Program. Self-insurance by the State/LEA is considered acceptable. The U.S. Government assumes no liability for damages or injuries to any person(s) or property arising from the use of property issued under the LESO Program. It is recognized that State and local law generally limit or preclude State Coordinators/LEAS from agreeing to open ended indemnity provisions. However, to the extent permitted by State and local laws, the State/LEA will indemnify and hold the U.S. Government harmless from any and all actions, claims, debts, demands, judgments, liabilities, cost, and attorney's fees arising out of, claimed on account of, or in any manner predicated upon loss of, or damage to property and injuries, illness or disabilities to, or death of any and all persons whatsoever, including members of the general public, or to the property of any legal or political entity including states, local and interstate bodies, in any manner caused by or contributed to by the State/LEA, its agents, servants, employees, or any person subject to its control while the property is in the possession of, used by, or subject to the control of the State/LEA, its agents, servants, or employees after the property has been removed from U.S. Government control. B. LEAs are not required to maintain insurance on controlled property, aircraft or other items with special handling requirements that remain titled to DoD. However, LEAS must be advised that if they elect to carry insurance and the insured property is on the LESO inventory at the time of loss or damage, the recipient must submit a check made payable to DLA for any insurance proceeds received in excess of their actual costs of acquiring and rehabilitating the property prior to its loss, damage, or destruction. XVIII. TERMINATION A. This SPO may be terminated by either party, provided the other party receives 30 days' notice, in writing, or as otherwise stipulated by Public Law. B. The undersigned State Coordinator, CLEO and Civilian Governing Body official hereby agree to comply with all provisions set forth herein and acknowledge that any violation of the terms and conditions of this SPO maybe grounds for immediate termination and possible legal consequences, to include pursuit of criminal prosecution if so warranted. 17 Version; July 2018 XIX. The authorized signatories of the parties have executed this agreement as of the last date written below. Jeff Caponera Type / Print Chief Law Enforcement Official Name (Chief, Sheriff, Constable etc) 05/22/2019 Chief Law Egf6rcP ent,Gfpcial Signature Date (MM/DD/YYYY) nt ivi ian Governing Body Official C"ty Manager, County Judge etc) /2C7C5/ 22019 Governing Body Official Signature Date (MM/DD/YYYY) Type / Print State Coordinator Name State Coordinator Signature Date (MM/DD/YYYY) 18 Version; July 2018 THE CITY OF AiAtia AGENDA ITEM: Item No. 5.g. City Council Agenda Staff Report Meeting Date: 7/23/2019 Approve 5k Fun Run and 1 K Wheelchair Push at Slayter Creek Park on September 7, 2019 Sponsored By Pate Rehabilitation. (Ashley Stathatos) SUMMARY: Pate Rehabilitation is planning a 5K Fun Run and 1 K Wheelchair Push at Slayter Creek Park on September 7, 2019 in the morning. The route for the 5K Fun Run starts at the parking lot near the high school stadium, then goes along Rosamond to West Crossing Boulevard to Hackberry Lane to the hike and bike trail to Slayter Creek Park. The route for the 1 k Wheelchair Push is along the baseball fields. On the 5K Fun Run, the Police Department will be providing a moving road block to keep people safe. Refreshments and light packaged snacks will be provided to participants. STAFF RECOMMENDATION: Approve the 5K Fun Run and 1 K Wheelchair Push. ATTACHMENTS: Description Upload Date Type Pate Rehabilitation Event Application 7/18/2019 Staff Report SPECIAL El l`f7Y *F ANNA, rEr !; NT PE Type of Event: ❑Carnival ❑Circus A licant Name: Address: 33 Z q- A� City: VNA Phone#: Email:-'!36r-0u p Date: *Note: Application Fee $50 non-refun Same Information As Above Issue Deposit Refund To: ?a Address: 25 a+c 1 kA C APPLICATION Planning and Development Dept, 3223 N. Powell Pkwy Anna, TX 75409 972-924-2616 ❑Festival ❑Parade ❑Tent State: CO 1`y-I e) Deposit $300 (refundable) not the same, complete the next two lines City: V)Y-�r1 A State: 'T' Code: `7 Code "7 ACTIVITIVINFORMATION Dates of Activi : p Reservation Time Block: I'�i(' T e of Activi ex lain puxpose of activity):�l S Estimated Number of People Attending Activity: } D Reservation Location: �" 1 +,u 1'\ .6 , 1Y--, 6 `p Will Food and/or Beverages be on -site for the activity? Yes ❑ No Will Alcohol be served or sold? ❑ Yes No if yes, include request letter If yes, please indicate who the vendors are (food and drinks): a'r,\Q- I 69jq(C I'StVI (,14, '' 1 Please identify all other activities & structures (bounce house, tents, music, sports, games, etc.): Uukl +ZT b14YL *If City Resources (Personnel, equipment and supplies) are used, the cost of Resources will be covered by the event sponsor. undersigned, its officers, employees or agents, arising out of, resulting from, or caused by any act occurring as a result of the exercise of the privileges granted by this permit. Applicant agrees that this indemnity agreement is intended to be as broad and inclusive as is permitted by the laws of the state of Texas, and that if any portion is held invalid, then it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. I do solemnly swear (or affirm) that all the answers given and statements made on this application and supporting documents are full, true, and correct to the best of my knowledge and beliefs. I have been given a copy of the Anna City Code ordinance Part 11, Article 47 and have read the provisions contained therein and agree to abide by them. Applicant Name: en Signature: V t Date: Submittal Requirements: t . Completed application with signatures and contact information. 2. Submit application fee ($50) and deposit ($300). (Ord No. 410-2008, Checks payable to the City ofAnna) 3. Map of Event area, 4. List of food and beverage vendors and/or copy of current license from vendor. 5. Statement of Intent to obtain Insurance and/or Proof of Insurance. ( A copy of the Certificate of Insurance is due a minimum of one week before event start date) 6. Letter of request if alcohol is desired. For Office Use Only: Date Application & Deposit Received Date Application Fee Received $50 Received B : ` ", Received By: Cash or Check # Cash or Check # 7" Receipt #: Recei t #: 1 Required Documents Redd. El Completed Application ❑ Insurance E] Food Vendor List ❑ Sound System ❑ Map ❑ Alcohol Request (optional) ❑ Other: ❑ Other: El Approved by: ❑Permit Issued Date: Assign Date of Parks Board Review of Application: put date in blank and notify Applicant. THE CITY OF AiAtia AGENDA ITEM: Item No. 6. City Council Agenda Staff Report Meeting Date: 7/23/2019 Consider/Discuss/Action regarding a Resolution authorizing an Agreement for the annual audit services (Dana Thornhill) SUMMARY: The City Charter and the Texas Local Government Code require that the City have an annual audit performed by an independent certified public accountant. In June, Finance staff issued a request for qualifications for audit services and received responses from 3 audit firms located throughout Texas. The committee, consisting of four staff members and one Councilmember, has evaluated the proposals and is recommending that the City enter into an agreement with Weaver and Tidwell, L.L.P. for audit services. The agreement is for a 2-year term with the option to renew for three additional years. Weaver and Tidwell L.L.P. demonstrated the highest degree of qualifications and competency. Weaver and Tidwell has experienced staff with a broad knowledge and many years of experience. Weaver and Tidwell L.L.P. has many clients of various sizes and has received the Comprehensive Annual Financial Report (CAFR) for a vast number of cities. They will also provide Finance staff year-round consultation and advice. We believe Weaver and Tidwell, L.L.P. will provide the greatest knowledge and service of all responding firms. [3 IF_12 2::19161 VA I ITi 14';117_1 1150-ki; Staff recommends approval of the attached Resolution authorizing the City Manager to negotiate and execute an agreement with Weaver and Tidwell, L.L.P. ATTACHMENTS: Description Upload Date Type Audit Resolution 7/18/2019 Staff Report Exhibit 1, Weaver and Tidwell, L.L.P. Proposal 7/18/2019 Staff Report CITY OF ANNA, TEXAS N*101IL11#I La►[0 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT FOR AUDIT SERVICES WHEREAS, The City Charter of the City of Anna and Chapter 103 of the Texas Local Government Code require that the City have an annual audit performed by independent certified public accountants; and, WHEREAS, The City of Anna, Texas (the "City") has issued a new request for qualifications (RFQ) for financial services; and, WHEREAS, the committee, after reviewing the proposals submitted in response to the RFQ, believes that an agreement with Weaver and Tidwell, LLP demonstrates the highest qualifications and competence; and, WHEREAS, this contract is to be awarded for a period of two years with three optional years to extend the contract. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authorization The City Council herby authorizes the City Manager to negotiate and execute a professional services agreement with Weaver and Tidwell L.L.P. for audit services in accordance with the proposal from Weaver and Tidwell L.L.P. attached hereto as Exhibit 1. The City Manager is further authorized to execute all documents and to take actions necessary to finalize, act under, and enforce the agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 23rd day of July, 2019. ATTEST: APPROVED: Carrie L. Smith, City Secretary Nate Pike, Mayor RES. PAGE 1 OF 1 � .79M 64- A.it � 4 A„' �s r°� �C7ls��iti�-�iG e��"."'y-jt� `h�����ta°^.�,-•'i� Kra ".�.. -�:r♦, a:,..�� ec.�..e�v.�"--�... ,Y.,_.. m.— �l . ecnnicai Proposal for inancial Audit Service •[aelzill•[z weaver CONTENTS TransmittalLetter.................................................................................................................................................1 FirmProfile............................................................................................................................................................3 Size of the Firm and Location of the Office Performing the Work ......................................................... 3 Size of Governmental Audit Staff................................................................................................................ 3 AuditingComputerized Systems................................................................................................................. 4 PeerReview................................................................................................................................................... 4 FirmsQualifications.............................................................................................................................................5 Similar Engagements with Other Government Entities............................................................................ 5 TeamOrganization....................................................................................................................................... 6 Additional Services Provided to Government Clients........................................................................... 1 1 AuditApproach................................................................................................................................................12 Audit Segmentation, Staffing and Hours................................................................................................. 13 KeyPhases and Activities.......................................................................................................................... 14 Assistancefrom Personnel......................................................................................................................... 20 weaver>pp- Assurance• July 3, 2019 City of Anna, Texas Carrie Smith City Secretary 1 1 1 North Powell Parkway Anna, Texas 75409 Austin Conroe Dallas Fort 'Worth i Houston Los Angeles t-Ac1land New York City San Antonio RE: Proposal for Independent Financial Audit Services (RFP #2019-01) The City of Anna (the City) continues to experience significant growth. With this growth comes increasing pressure for more and enhanced services for citizens, businesses and employees alike. Delivering these services involves a great deal of budgetary and operational complexity, and one additional priceless commodity: time. Your operations staff simply doesn't have time to be overburdened during the financial audit season. That's where Weaver comes in. With this proposal, Weaver and Tidwell, L.L.P., (Weaver) commits to providing financial auditing services for the fiscal years ending September 30, 2019 and 2020, with the option to audit the City's financial statements for up to three subsequent fiscal years. The insight you need We have the knowledge and insight that comes from auditing more than 40 cities across the state, we have a hands-on understanding of their operations, systems and culture. This blend of experience and insight enables us to facilitate a more efficient audit, to better understand the full spectrum of your reporting requirements and risks, and to provide recommendations that are truly customized to your specific needs, resources and constraints. We will also provide ongoing knowledge transfer and training to help your finance department and staff operate at peak efficiency. As a result, your staff can focus their efforts where they're needed most: serving the City's citizens and businesses. In short, Weaver offers you: ► Experience in municipal environments. With more than 40 municipal clients, Weaver professionals understand the complexities of governmental accounting, federal and state funding, and the nuances of special reporting. ► High -quality work and on -time delivery. Weaver's reputation has been built on the quality of our work and our ability to stay on schedule and on budget. We are dedicated to meeting the timelines and other commitments set forth in our proposal. ► Commitment to ongoing communication. Frequent, effective and honest communication is critical to a successful audit. Your partner and engagement team leadership will remain highly accessible throughout the audit and throughout the year. Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 1 Dallas, Texas 75201 Main:972.490.1970 1 Fax:972.702.8321 CPAs AND ADVISORS I WEAVER.COM weaver, Giving you more for your audit We understand that you need more value from your annual financial audit than mere compliance. As your auditor, Weaver will help you prepare for changing conditions, streamline processes and identify potential fraud or waste. These are just a few specific examples of ways Weaver can help the City receive extra value from your audit: ► Examining/auditing unusual or complex transactions before fiscal year-end ► Assistance with implementation of new GASB standards or other pronouncements ► Recommending changes in financial reporting models ► Using advanced data analytics capabilities to increase efficiency and identify potential fraud ► Helping to ensure the City's CAFR meets requirements of the GFOA Certificate of Achievement ► Offering free continuing professional education specifically focused on the special concerns of cities and other government agencies, such as regulatory updates and information about emerging technology Ultimately, our goal is to provide you with more than just a financial audit; we want to offer the support you need to maintain world -class financial operations. With my signature below, I certify I am an authorized agent of Weaver, able to contractually bind the firm, and that this proposal is a firm and irrevocable offer for a period of 90 days. Weaver is licensed to practice in the State of Texas, as well as being independent of the City of Anna as defined by Government Auditing Standards issued by the Comptroller General of the United States. If you have any questions regarding this proposal or any other matter, please do not hesitate to contact me directly. I look forward to the opportunity to discuss our proposal, as well as how Weaver can continue to assist the City with achieving its financial reporting objectives and long-term goals. Sincerely, � go T r Sara Dempsey, CPA Partner -in -Charge, Public Sector Assurance Services Direct: 972.448.6958 Email: sara.dempsey@weaver.com Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 1 Dallas, Texas 75201 Main:972.490.1970 1 Fax:972.702.8321 CPAs AND ADVISORS I WEAVER.COM weaver Firm Profile Size of the Firm and Location of the Office Performing the Work Founded in Fort Worth in 1950, Weaver is a nationally recognized firm with approximately 750 professionals and offices in seven major Texas cities: Dallas, Fort Worth, Austin, San Antonio, Houston, Conroe and Midland. We will manage and staff this audit from our Dallas office, which offices: Staff Level Number of Staff Partner 31 Director/Senior 43 Manager/Manager Senior 87 Associate/Associate Size of Governmental Audit Staff Weaver's dedicated public -sector audit practice is one of the largest industry practices in the firm, with more than 120 professionals focused on the distinct needs of our government clients. Led by Engagement Partner Sara Dempsey, this deeply experienced group performs annual financial audits for more than 175 public -sector clients each year, including: MEETING YOUR GFOA RECOGNITION NEEDS ► 40 Texas cities ► 24 of the 100 largest cities in Texas, by population ► Approximately 100 entities that receive federal funding sufficient for a single audit ► More than 50 entities that receive the GFOA award for excellence in financial reporting G Certificate Achievement Finnnrial Reporling ► 50+ entities currently receiving the GFOA Certificate of Achievement ► Nine Weaver staff on the GFOA Special Review Committee ► Your engagement partner and technical review partner are both members of the GFOA Special Review Committee We are experienced not only with annual ' financial audits, but federal and state single audits, CAFR preparation or review for GFOA recognition, and third -party compliance audits. In addition, we also provide public -sector clients with internal audits (both outsourced and co -sourced), risk assessments, enterprise risk management consulting, business process improvement, IT audits, data analytics and forensic accounting. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 3 reaver,dr- Auditing Computerized Systems Weaver has significant experience providing auditing and advisory services related to the major financial and business systems used by Texas cities. Our procedures for evaluating the security and integrity of IT systems typically include procedures to validate system settings and user authorizations. Due to the size and scope of your computerized electronic data processing or information technology (IT) function, Weaver's IT Advisory group will assist with our audit. We use multiple frameworks and standards to conduct specific IT application and security audits, selecting the guidelines most appropriate for each case. Our central approach is based on Control Objectives for Information and Related Technology (COBIT), which furnishes a comprehensive methodology to underlie all of our IT audit engagements. We apply the COBIT framework in planning, executing and reporting the results of our IT -related services. Peer Review Weaver has been a member of the AICPA Center for Audit Quality and the Government Eide$ailly Audit Quality Center (GAQC) 11_� since their inception. —4 .—Ess ..ram Membership in these organizations is voluntary and requires a commitment to the byatem Revim Re" highest standards of The P. Tat the Panncrsnf Weaver Rercia professional practice. and the \'atinnal Peor Review Cmmmith:e Committee strength of Weaver's quality strength control system for our We have reviewed the system. ofquality comml for the accountingand auditing practice of Weaver and Tidwell. LLP. ([he "rims") applicable to engagements not subject to PCAOR Narnamem inspection in eBLa vfor the year cndcd May 31. 2°I6. Our peer review was co nducicd in accordance with ncc Standard for Performing and accounting and auditing Reporting on Peer Reviews established bythe Peer Review Board orthe American lnslitme of Cerlitaed Public Accomaant. As a part ureur peer review. we considered reviews by regulatory cmiiie^ . irapplicmc. In practice and our compliance detcnniningthcnatureandevtem nfunrprocodures. Tlse famsis rcaponsible rordesigmingas,°seem of c,nality control and campbwg with it to provide the firm with reasonable 2taaace ofperfarming and re"ing in with that system are cnnfomsity wilhapplicableprof�siomlatxndardN in all material respects. Ourresprasihility into rsprecc an oph»on on the design of the system of qualhy' central and the fiirm s compliance therewith based on our review. independently evaluated �Rrc[sauce, ubjecdves, scope. Iimiu ions or and the procedurespxturmed in m System Ravicw are descrihed in The standards at www.aicoa.ore'orsummarv. every three years through a As required by thestandar& engagements w1coted for rcvic,c included engagement perrormed under review administered by Go,ti!mmanr.iudiriaK StaaJards. audits afemployae benetn plans, audits Performed wider EDICIAl and peer c. m— malions ufserviee organizations [Service Organizations Control (SOC) I arA 2 engagement). the AICPA National Peer In our opinion. the system ofquality control for the accounting mid auditing practice of Weaver and Tidwell. Review Committee LI_P. applcable to engagements ern mat subject to PCAOB perrent inspection in sheet f ,v rthc—ended Ala,. (NPRC). 31, 20I6, lice been suitably designed and complied with to provide the Linn with ryas mable assurance of Eacheer has included per[�rming and reporting in cwsformig with applicable professional slmdar&inallarmcnalrespcct.fimrsean p review receive a rating nfpass. pars x*ith driercyfres) orfaff. 1A'raver and l'td,vell. i l..l'. has nceiccd a peer review a review of governmental mineofp"'r audit engagement, as C,'L, mandated by AICPA Peer Fide Bailly 1.LP Review standards and GAQC Ck1ober 7, =UI6 requirements. Weaver has received www a du ba 1Ity.cam unmodified reports on every her peer review to date. Our latest peer review was accepted by '— the NPRC in October 2016; Weaver received a pass rating, the highest grade possible. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 4 weaver Firms Qualifications Similar Engagements with Other Government Entities As mentioned previously, Weaver performs audit services for approximately 175 public -sector entities annually. Similar engagements performed by the Dallas office within the past five years are listed below, followed by a broader representative list of government audit clients. Annual financial Janina Jewell City of and compliance 2015- Sara Finance Director Euless audits, including p resent 500 Dempsey p y 817.685.1444 GFOA recognition jjewell@ci.euless.tx.us Annual financial Wendy Badgett City of and compliance 2013- Sara Director of Financial Services Rowlett audits, including GFOA p resent 400 Dempsey p y 972.412.6285 recognition wbadgett@rowlett.com Annual financial City of and compliance 2008- John Melissa Beard Wylie audits, including present 400 DeBurro 972.442.8141 GFOA finance@wylietexas.gov recognition Annual financial Steven Ventura Town of and compliance 2014- John Chief Financial Officer Fairview audits, including GFOA p resent 300 DeBurro 972.562.0522 x4207 recognition sventura@fairviewtexas.org Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 5 reaver,dr- Team Organization Serving large, complex municipalities requires specific technical knowledge and industry insight. We invest both time and money to ensure that our public -sector professionals are always at the forefront of best practices, and stay abreast of the latest guidance, regulations and other trends affecting Texas cities. This combined with our prior experience serving the City enables us to provide the most efficient and impactful audit for the City. Your audit team will be organized as illustrated below: Per the RFP instructions, resumes for key resources are provided on the following pages. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 6 weaver)oo- Ass, Qualifications for Key Personnel Sara Dempsey, CPA Partner -in -Charge, Public Sector Assurance Services Experience Summary: Sara has more than 16 years of public accounting experience and currently leads Weaver's Public Sector Assurance Services practice. Her primary emphasis over the course of her career has been accounting and auditing for municipalities, transportation authorities, electric utilities, higher education and school districts. She has deep experience preparing comprehensive annual financial reports, Uniform Guidance single audit reports and state single audit reports for numerous entities that receive the GFOA Certificate of Achievement for Excellence in Financial Reporting. A member of the AICPA State and Local Government Expert Panel, she regularly provides technical guidance on proper accounting for complex transactions and the implementation of new accounting standards. Representative Clients: Sara's clients have included the cities of Irving, Denton, Killeen, Plano, McAllen, Allen, Rowlett, Southlake, University Park and the Town of Highland Park; East Texas Council of Governments and Alamo Area Council of Governments; Dallas ISD, Irving ISD, and HEB ISD. Professional Involvement and Recognition: Sara is highly active in numerous industry and professional organizations, including active membership in the TSCPA, AICPA, GFOA and Women in Public Finance. Key leadership positions include serving on the AICPA State & Local Government Expert Panel, the GFOA Special Review Committee, the Financial Reporting and Regulatory Response Committee of the GFOAT and the Accounting Committee of the Texas Association of School Business Officials (TASBO). Representative Presentations and Publications: Sara regularly presents CPE sessions and speaks at conferences and professional associations. Representative topics include "GASB Accounting & Audit Update," "2018 Nonprofit Update, Including Information on ASU 2016-14, ASU 2016-02, ASU 2014-09 and Recent Tax Law Changes," "Preparing for a Successful Year -End Close" and "Audit Readiness." Education and Certifications: Sara is a Certified Public Accountant in Texas. She earned a Bachelor of Business Administration in accounting from Texas State University. Sara currently meets continuing professional education required by generally accepted government auditing standards and Texas State Board of Public Accountancy. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 7 weaver,so- As;. Jerry Gaither, CPA Partner, Assurance Services Experience Summary: Jerry has 40 years of experience leading engagement teams in financial audits for the most complex government entities. For 30 years, he led Weaver's public sector assurance practice, during which time he oversaw more than 150 government audits, including entities with government - wide assets up to $1.3 billion and government -wide revenues up to $350 million, as well as four of the 25 largest cities in Texas. As such, he is deeply experienced with municipal auditing, utilities and single audits meeting Uniform Guidance requirements. Representative Clients: Jerry has led audits for more than 20 cities, including: Allen, Azle, Crowley, Desoto, Denton, Duncanville, Frisco, Grand Prairie, Greenville, Haltom City, Highland Village, Irving, Killeen, Lancaster, Lewisville, McKinney, Rockwall, Rowlett and Sachse, as well as the towns of Addison, Highland Park, Little Elm, Trophy Club and Westlake. He has also audited more than a dozen Texas school districts, and numerous councils of government. Professional Involvement and Recognition: Jerry is member of the AICPA, TSCPA and the AICPA's Government Audit Quality Center (GAQC). He is an associate member of the GFOA and has served on the Special Review Committee for more than 30 years. He is also a former member of the Technical Issues Committee of the AICPA as liaison to the Governmental Accounting Standards Board. Education and Certifications: A Certified Public Accountant in Texas, Jerry earned a Bachelor of Business Administration in accounting from Texas Christian University. He currently meets continuing professional education required by generally accepted government auditing standards and Texas State Board of Public Accountancy. As the City continues to grow, so too have your operations and needs evolved and become more complex. As a full - service firm with a wide array of in-house practices, Weaver is able to provide the City access to a wide array of subject matter advisors for everything from risk management to cybersecurity. In short, the full depth and breadth of our resources and services is literally just a phone call away. n�� Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 8 weaver)oo- Ass p Jeff Wada, CPA Manager, Assurance Services Experience Summary: Jeff has approximately six years of experience in public accounting, with extensive experience in auditing governmental entities, including municipalities, electric utilities, water districts, and public school districts. Jeff performs audits in accordance with the Single Audit Act, Uniform Guidance and generally accepted government auditing standards. Representative Clients: Jeff's clients have included the cities of Irving and Plano, the Town of Fairview and (prior to joining Weaver) the cities of Culver City, Indio, Covina, Yorba Linda and Signal Hill. He has also provided audit services to Dallas ISD and Grand Prairie ISD, Dallas County Reclamation District and North Texas Municipal Water District. Professional Involvement and Recognition: Jeff is a member of the California Society of Certified Public Accountants. Education and Certifications: Jeff is a Certified Public Accountant in California, with reciprocal privileges in Texas. He earned a Master of Science in accountancy from California State University, Fullerton, and a Bachelor of Science in management science from University of California at San Diego. He currently meets continuing professional education required by generally accepted government auditing standards and Texas State Board of Public Accountancy. Tim Hancock, CPA Senior Associate, Assurance Services Experience Summary: Tim has more than four years of experience in public accounting, with extensive experience in auditing private entities, cities, school districts and other government and nonprofit entities. Tim performs audits in accordance with the Single Audit Act, Uniform Guidance and generally accepted government auditing standards. Representative Clients: Tim's clients have included the City of Southlake, Town of Little Elm, Frisco Independent School District, Lake Cities Municipal Utility Authority and Trinity River Authority. Education and Certifications: Tim is a Certified Public Accountant. He earned a Bachelor of Business Administration in accounting from Baylor University and a Master of Science in accounting from the University of Texas at Arlington. He currently meets continuing professional education required by generally accepted government auditing standards and Texas State Board of Public Accountancy. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 9 weaver Ass V Brittany George, CISA, CISM, QSA Senior Manager, IT Advisory Services Experience Summary: Brittany has more than 15 years of IT advisory experience, including more than two years of experience in KPMG's Information Technology Advisory practice, and more than two years with TXU/Capgemini Energy. Her current focus includes IT audits, data analytics, information and cyber security, System and Organization Controls (SOC) reporting and regulatory compliance. She has overseen many of Weaver's IT audit services for government clients, as �. well as some of the firm's most significant IT controls engagements. Representative Clients: In addition to hands-on experience serving the City of Garland, Brittany's clients have included the cities of Greenville, Irving, Plano, and Southlake, and various other entities such as Dallas ISD, Tarrant Appraisal District and Tarrant Regional Water District. Professional Involvement and Recognition: Brittany is an active member and past president of ISACA, a member of AFCOM, the IIA and the Cloud Security Alliance. She is also Tri-Chair of the Cybersecurity Forum of Tech Titans and serves on the Advisory Board for the SecureWorld Dallas Conference. Representative Presentations and Publications: In addition to having been a guest lecturer at the University of Texas at Austin, Brittany regularly presents CPE and conference sessions. Representative topics include "The Road to Cybersecurity is Paved with Good Planning," "Risky Business - Is Your Cybersecurity in Cruise Control," "Cyber Fraud and Your Potential Liability," and "Incident Response Triage: What to do Before Picking up the Phone." Education and Certifications: Brittany is a Certified Information Systems Auditor (CISA), Certified Information Security Manager (CISM), Qualified Security Assessor (QSA) and an SAP -certified Consultant. She earned her Bachelor of Business Administration in management information systems from the University of Oklahoma, and is currently pursuing a Masters in information Management Systems from Harvard University. Staff Continuity and Quality We understand how frustrating it is to get an auditor up to speed only to learn that that particular team member will be rotated off of the engagement. Although no firm is immune to the factors that lead to rotation, Weaver makes engagement team continuity a client service priority. By formal firm policy, Weaver maintains continuity in engagement leadership throughout a client relationship unless client interests indicate otherwise. In rare instances where rotation is necessary, Weaver will discuss with the City in advance any proposed changes in the engagement team. We will provide the resume of the proposed professional and obtain your approval before making the change. With access to all of the firm's resources, including our 120+ public sector audit professionals, we are able to provide replacement resources with commensurate experience and technical skill in order to minimize any potential disruption to the audit. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 10 weaver Additional Services Provided to Government Clients As previously mentioned Weaver serves 175 public sector clients through our Advisory, Audit and Tax services. Listing them all would be fair too detailed. Below is a representative list of clients that we provide services for across all service lines. MUNICIPALITES City of Allen*/+ City of Arlington# City of Benbrook* City of Bryan*/+/# City of Cleveland* City of Conroe*/+ City of Coppell*/+ City of Copperas Cove*/+ City of Corpus Christi# City of Denton# City of Euless*/+ City of Fort Worth*/+ City of Frisco*/+ City of Garland*/+ City of Georgetown*/+/# City of Grand Prairie*/+ City of Houston# City of Irving*/+ City of Jasper*/+ City of Keller*/+ City of Killeen*/+ City of League City*/+ City of Lewisville*/+ City of Lubbock*/+/# City of McAllen*/+/# City of Odessa*/+ City of Plano*/+ City of Rowlett+ City of Southlake*/#/+ City of Springtown* City of the Colony+ City of Wortham City of Wylie/+ Town of Fairview+ Town of Little Elm/+ Town of Westlake+ LOCAL/REGIONAL ENTITIES Alliance Airport Authority Bexar County Auditor's Office Brushy Creek Regional Utility District Bryan Texas Utilities# Central Texas Council of Governments*/+ Dallas County Park Cities Municipal Utility District Dallas County Utility and Reclamation District Denton County Transit Authority*/+/# East Texas Council of Governments*/+/# Ector County Appraisal District Ector County Hospital District# Guadalupe County*/+/ # Houston -Galveston Council of Governments# Lake Cities Municipal Utility Authority Lubbock Power and Light Metrocare Services# Metrocreet Hospital Authority Midland -Odessa Urban Transit District Montgomery Central Appraisal District Montgomery County*/+ Montgomery County Hospital District North Central Texas Council of Governments*/#/+ North Texas Municipal Water District#/+ North Texas Tollway Authority# Odessa Housing Authority* Parker County* Pecos County Reeves County Tarrant Appraisal District Tarrant County# Tarrant County Tax Office# Tomball Hospital Authority Trinity Metro Trinity River Authority+ Williamson County */+ SCHOOL DISTRICTS Alvin ISD* Birdville ISD*/+ Bryan ISD* College Station ISD* Conroe ISD*/+ Crowley ISD Cypress -Fairbanks ISD*/+/# Dallas ISD*/+/# Duncanville ISD* Eanes ISD* Fort Worth ISD*/+/# Frisco ISD*/+/# Grand Prairie ISD*/+ Highland Park ISD*/+ Hurst -Euless -Bedford ISD*/+ Irving ISD*/+/# La Porte ISD*/+ McKinney ISD# Mesquite ISD* Montgomery ISD */+ Pasadena ISD*/+ Pflugerville ISD*/+ Plano ISD*/+ Rockwall ISD* Texas City ISD* Tomball ISD*/+ Waco ISD*/# Wichita Falls ISD* EDUCATION SERVICE CENTERS Region 4 ESC*/+ Region 5 ESC* Region b ESC* Region 11 ESC*/# Region 13 ESC*/+ STATE GOVERNMENT Cancer Prevention and Research Institute of Texas# Employee Retirement System of Texas# State Bar of Texas Texas Board of Law Examiners Texas Council for Developmental Disabilities# Texas Department of State Health Services Texas Department of Information Resources# Texas Department of Insurance# Texas Department of Licensing and Regulation# Texas General Land Office# Texas Higher Education Coordinating Board# Texas Lottery Commission Texas Municipal Retirement System# Texas Permanent School Fund Texas State Auditor's Office# Texas Windstorm Insurance Assoc.# HIGHER EDUCATION Abilene Christian University# Alamo Colleges# College of the Mainland# Del Mar College# Dallas Baptist University Lamar University Lee College# Lone Star College Tarrant County College# Texas A&M University# Texas Christian University Tyler Junior College University of North Texas System# University of Texas System# University of Texas at Arlington University of Texas at Dallas University of Texas at San Antonio University of Texas Permian Basin * Single Audits I + Recipient of GFOA Award for Excellence in Financial Reporting I # Internal Control and/or IT Audit Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 11 weaver Audit Approach Working with Weaver Communication Approach Timeliness and continuous communication are critical for ensuring you receive audit results and deliverables in the timeframe you expect, without surprises along the way. To keep work on track, we will hold weekly meetings to inform you of our progress, address issues as they arise, ask about questions we may have and alert you to any potential delays. When we finish interim fieldwork and again at the end of final fieldwork, our team will meet with you to discuss our observations and recommendations relating to internal control, compliance and operational improvements. We will also confirm facts with you before including them in our reports. At the conclusion of the engagement, we will provide detailed written reports and present them to management and interested parties as requested. Dauslopmanfs Perform Fieldwork ng Monitoring rk ion for and Walkthroughs Mo Data Review and Report Pr*paration; Conduct Exit Conference to Review Reports In addition to meeting with you on a weekly basis throughout the audit to provide progress updates, we will remain available to you throughout the year to provide timely technical updates, answer routine questions and offer the consultation needed to ensure we meet your changing needs over time. We do not charge you for this ongoing access; we consider it part of our role as your service provider. Protecting Your Information Weaver is always mindful of the responsibility associated with managing confidential personal and financial data, so we have created a comprehensive array of procedures rooted in industry - standard best practices and systems to protect client and firm information. To start, physical security measures include secured doors on all our offices and workstations that lock automatically. Printed documents are also kept in secured areas, and unneeded documents are collected in locked containers for shredding. Non-physical measures include our secure client portal and encrypted laptops, hard drives and email, as well as mandatory encryption of all removable media (such as thumb drives). These are just some examples of the exhaustive procedures we follow to make sure client data remains secure. Additional details regarding our IT and security policies are available upon request. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 12 weaver Audit Segmentation, Staffing and Hours At a high level, ours is a big picture approach: we take the time to consider how your operations and accounting processes relate to your internal control systems and the responsibilities of your existing personnel. Throughout the audit, our decisions are guided by two simple goals: what will best serve your needs, and what will produce the highest quality yet most efficient audit. When we evaluate your risks, we focus not only on deepening our understanding of your operations and accounting processes, but also continuing to examine your internal control systems and the responsibilities of your personnel. We will also discuss our planned audit procedures with management, weighing the benefits/efficiency of existing controls to determine the degree to which they can be leveraged to reduce the level of effort without compromising quality. An overview of the key segments of our methodology is provided below; additional details regarding our approach are provided on the pages that follow. PHASE KEY PURPOSE AND ACTIVITIES STAFF TIMING HOURS We will understand your priorities and risks, finalize the auditplan, and compile Partner, Manager Upon award 20 document requests. We will documentand test, as applicable, Partner, Manager internal controls, determine compliance Senior Associate, October 60 for major programs (as applicable) and Associates identify key risks. Final We will perform substantive testing and Partner, Manager, nidwork data analysis, prepare work papers and Senior Associate, November communicate any identified issues. Associates 200 We will compile our draft report, perform Partner, technical reviews, confirm findings with Manager, December management and incorporate feedback, Senior Associate,. as applicable. Associates We will deliverfinal reports and other Partner, Draft by January 30 -0 deliverables to management, and present Manager, Final by 20 results, as applicable. Senior Associate February 28 Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 13 weaver} Staff Segmentation The chart below summarizes how the above staff will be utilized throughout the engagement. Specialists, such as the Weaver IT Advisory or Analytics teams, will be consulted as needed; their hours will not change the totals shown below. The estimates below also take into account planned assistance from your Internal Audit staff, as with prior years. Partner(s) 8 2 15 10 35 Manager(s) 8 2 25 6 41 Senior Associate(s) 4 40 80 4 128 — 96 20 300 Associate(s) -- 16 80 Total 20 60 200 *Due to the interwoven nature of activities in Phases 4 and 5 of our audit methodology, these phases have been combined for the purposes of depicting hourly segmentation. Key Phases and Activities Phase 1: Planning & Risk Assessment To start, our team will meet with you to identify any changes to your operations and processes since the last audit season, compile our document request list and review our prior -year work papers and your financial statements. We will also identify and confirm potential risks and calculate a preliminary estimate of materiality. Finally, we will develop key parameters for the audit, including: ► Audit objectives ► Staffing and responsibilities, including senior manager and partner supervision ► Application of analytical procedures ► Schedules and hour budgets by audit area ► Materiality levels used for planning ► A risk assessment of internal controls In developing our audit plan, we will consider aspects of your operations that could affect the audit scope and approach, such as: organizational structure; governing laws and regulations; annual budget and sources of revenue; number of employees; and any significant events during the past year that might have affected your financial processes. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 14 weaver>o As Weaver's secure portal enables our team and yours to share, review, store and track all items related to the engagement. We can also download financial data directly into our audit software to prepare trial balances, perform analytical procedures and prepare the financial statements. To further increase efficiency and accuracy, we can even leverage our TECHNOLOGY in-house data analytics team to analyze 100 percent of IN THE AUDIT selected data. As an integral part of our audit planning, we complete annual walkthroughs relating to internal controls, the City's operations and accounting processes. This in-depth understanding of the City's operations and accounting processes is essential for performing a thorough, efficient and effective audit. It also helps us make relevant, valuable management comments, when needed. Phase 2: Control Documentation & Preliminary Fieldwork Understanding Your Internal Control Structure We will examine your internal controls to make sure they are properly designed and functioning as intended. We will ensure an adequate understanding of your internal controls as they relate to the risk assessment, control environment, control activities, information and communication and monitoring. This will be accomplished by: P. Reviewing controls and determining whether they have been placed in operation P. Assessing the materiality of the various account balances and transaction classes ► Evaluating the risk factors that could affect the scope of testing Determinina Laws and Reaulations Subiect to Testin We will consider the effects of laws and regulations that have a direct and material effect on the determination of amounts in the financial statements. To do this, we will: ► Discuss applicable laws and regulations with City representatives and legal counsel P. Utilize information from prior -year work papers ► Review certain grants and contracts ► Obtain written representations from management Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 15 weaver>o- As5 Audit Sampling Approach The nature and size of the City's operations will require us to design procedures to include sampling applications. All sampling will be performed in accordance with AU Section 530 and the AICPA audit guide, "Audit Sampling." Sampling applications may be used for these areas: P. Tests of accounting controls ► Tests of controls over compliance requirements of major federal or state programs, as applicable ► Tests of compliance with major federal or state program requirements, as applicable ► Substantive tests of account - balance details The determination of tests of controls for transaction cycles will be determined by our evaluation of the design and effectiveness of your accounting controls. Our approach to tests of accounting controls will use tolerable rates of deviation and a 90 percent confidence level. The number of transactions tested will ultimately be determined by our expected rates of deviation and our control risk assessment. The specific items to be tested will be chosen randomly. Determining Sample Sizes The size of samples cannot be determined in advance for substantive tests of details of account balances. Weaver uses a nonstatistical sampling approach based on statistical theory, as widely used throughout the audit profession. This methodology uses the concepts of tolerable misstatement, risk of material misstatement, other substantive procedure risk, individually significant transactions and account balance in determining the sample size. Application Controls As part of our audit procedures, we will use automated scripts to evaluate critical business application controls within your computer system. When evaluating application controls, we will perform tasks such as reviewing documentation, comparing processes to standard business rules and practices and verifying access control in applications. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 16 weaver Ass Ai3DHcafion Securifv As part of our application procedures, we will consider system security configuration and functionality. We will perform tasks designed to evaluate the security of your electronic systems, including the supporting infrastructure and processes. Such tasks may include reviewing security measures surrounding applications and sensitive data, reviewing change management controls, reviewing the physical environment and its security and reviewing procedures designed to protect data integrity. While most of the interaction related to IT system controls will be with members of the City's IT department, Weaver will ensure that appropriate members of your finance staff are informed about the timing, nature, extent, status and findings from our IT reviews and evaluations. Phase 3: Final Fieldwork After you complete the year-end closing of accounts, our team will begin final fieldwork. This is the time when we perform most of the substantive tests on your data and prepare our audit work papers. During this time, the auditors will: ► Perform audit tests and complete preparation of audit work papers ► Complete audit programs, procedures and conclusions ► Discuss audit findings and adjusting entries with your in-house auditor ► Obtain attorney letters Throughout this phase — and throughout our entire relationship with you — Weaver will remain in close communication with your management. Our goal is a "no -surprises" audit. Therefore, whenever there is a question or a potential issue, we will immediately bring it to your attention, seek your confirmation of the data and ask about any relevant circumstances. Substantive Procedures Weaver determines the audit approach and the specific procedures performed for various financial statement accounts and transactions (e.g., cash and investments, long-term debt, etc.) based on our experience with similar entities. We tailor these procedures to your specific accounting system and controls in order to perform the audit thoroughly and efficiently. The financial objectives of these procedures are to provide reasonable assurance that you will be able to process, summarize and report financial data consistent with management's assertions. Those assertions cover classes of transactions, year-end account balances and presentation and disclosure of financial data. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 17 weaver} Analytical Procedures During your audit, we examine more than pieces of data in isolation. We also analyze the interrelationships of financial and nonfinancial data. Our extensive use of analytical procedures offers a natural extension to the process of understanding the City operations. As we develop this understanding, we determine what ratios, relationships and internal or external data management tools will be useful in identifying and monitoring risks. The exact analytical procedures performed for the City will be determined during the planning process, after we have examined your accounting systems and operations. Common procedures include trend analysis, ratio analysis and predictive or "reasonableness" tests. For example, depending on the specifics of your data and processes, we may: ► Compare financial information with comparable prior periods, taking into account any known or expected changes. For example, we will compare revenues and expenditures with comparable previous periods and balances, looking for unexpected variations ► Compare actual with anticipated results (for example, budget -versus - actual comparison of revenues and expenditures) ► Evaluate relationships among different elements within the period, such as receivables in relation to billings, or revenues in relation to costs ► Analyze financial information in light of relevant nonfinancial information (growth, political changes, new regulatory requirements, etc.) P. Perform automated data analysis (data mining) using audit command language (ACL) and similar tools Weaver typically pursues analytic procedures at depth in these areas: P. Salaries and benefits ► Depreciation ► Certain revenues and expenditures Any unexpected variations are researched for explanations, and then corroborated by reviewing supporting information. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 18 weaver>o-- Ass, Phase 4: Financial Review and Quality Control After fieldwork is complete, the engagement partner will review the entire engagement, with particular attention to significant audit areas. In addition, the draft report and work papers will be reviewed by the technical review partner to determine the completeness with which the engagement has been performed. The auditor's review will determine whether judgments made by others are reasonable in relation to the supporting data and to generally accepted accounting principles, auditing standards, 4V government auditing standards and firm policy. We discuss and confirm our findings with appropriate the City staff whenever we discover an area of potential concern. In addition, we will review draft findings and recommendations with you throughout the engagement. At the reporting stage, there should be no surprises. Review and quality control tasks include: ► Engagement partner review of all work papers to ensure compliance with technical standards ► Technical review of all work papers ► Performing any final analytical procedures ► A client conference to review financial statements, the auditor's opinion and preliminary management letter comments ► Obtaining written representations from management Phase 5: Reporting Throughout the audit, if we become aware of irregularities or illegal acts, we will make an immediate, written report of those acts to management. After our internal reviews have confirmed the audit is complete, you have reviewed the draft reports, and we have incorporated your management responses and related information, Weaver will issue the final audit documents (printed copies and electronic files). Weaver's Audit Insights are designed convey the most essential results of the audit to City Council and stakeholders clearly, without excessive accounting jargon. We also present information on financial trends over time, strengths and opportunities and looming changes. Skungft R Accompllshmorvh weaver> DMV- Audi)Restdh: }���� FIR011L�01 $90k'-rtlfM13 weaw> i sMnRkm — Upcoming Chi Revenue Trends WFdVHr� r R— =. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 19 weaver>o,- „ Our final reports on compliance and internal controls will detail any "significant deficiencies" in internal control (as defined by GAGAS) found during the audit. Significant deficiencies that are also material weaknesses will be identified as such in the report. Lesser deficiencies will be reported in a separate letter to management. Reports issued will include: ► A report on the fair presentation of the financial statements in conformity with U.S. generally accepted accounting principles, including an opinion on the fair presentation of the supplementary schedule of expenditures of federal awards in relation to the audited financial statements ► A report on the internal control structure based on the auditor's understanding of the internal control and assessment of control risk and/or compliance with laws, regulations, contracts and grant agreements in accordance with government auditing standards Weaver will present our findings to the parties you designate. At that time, we will explain our findings, present practical recommendations for improvement (if needed) and answer your questions. The engagement partner and audit senior manager will also bring these reports to meetings as requested, including finance committees, the City Council or managers and administrators. This provides your leaders with the opportunity to ask questions directly and enables us to explain our recommendations and any unusual findings. We will ensure the City leaders are informed of the following information, as well as any other items required by audit standards: ► The auditor's responsibility under generally accepted auditing standards and government auditing standards, including Uniform Guidance for single audits ► Significant accounting policies ► Management judgments and accounting estimates ► Significant audit adjustments ► Other information in documents containing audited financial statements ► Disagreements with management ► Management consultation with other accountants ► Major issues discussed with management prior to retention P. Difficulties encountered in performing the audit ► Auditor's judgments about accounting principles ► Material written communication ► Independence -related issues between the firm and the City ► Confirmation of independence Assistance from Personnel We understand that your finance staff is in charge of the finances of a large enterprise; our objective is to allocate only those tasks to the City work product that will result in the greatest cost - efficiency overall. The list of schedules you provided] is typical of our requests. For all requests for information, we will give the City staff adequate lead time to prepare the requested materials. We will deliver a request list for our interim fieldwork no later than three weeks in advance of the audit team's scheduled arrival. When we conclude our interim fieldwork in your office, we will deliver a tailored list of schedules for final fieldwork based on our understanding of controls and operations developed during the interim fieldwork. Technical Proposal for Annual Audit Services I City of Anna RFP #2019-01 Weaver and Tidwell, L.L.P. I Page 20 THE CITY OF AiAtia AGENDA ITEM: Item No. 7. City Council Agenda Staff Report Meeting Date: 7/23/2019 Consider/Discuss/Action Award of Bid and Execution of Contract for Hackberry Water Tower Lighting (Steven Smith) SUMMARY: The Hackberry Elevated Storage Tank (EST) Lighting Project is located near the northeast corner of US 75 and FM 455. At the January 22, 2019, City Council Meeting, the City Council approved a resolution authorizing the City Manager to solicit competitive sealed proposals for the Hackberry Elevated Storage Tank Lighting Project. The lighting project will provide illumination of the City of Anna logos installed on the Hackberry EST. On July 11, 2019, City Staff with engineering consultant Birkhoff, Hendricks, Carter (BHC), opened sealed bids. The City received two bids (Exhibit 5 and Exhibit 6). The low bidder is Texas of All Tech Electric, LLC with a bid of $110, 579.59. BHC and City Staff recommends that the City Council approve the award of bid to Texas of All Tech Electric, LLC, and have the City Manager execute a contract with Texas of All Tech Electric, LLC for the construction of the lighting project. Funding is available for the project in the Water & Sewer Capital Project Non -Bond Fund; said funds being assigned for this purpose. 1+3Ir_12 2::19101Ti1JiI4';117_A 9 1150-A Staff recommends that the City Council approve award of bid and contract execution with Texas of All Tech Electric, LLC. /_1ilr_Td:ILyi1:1Z1&5 Description Exhibit 1 - Resolution Exhibi 2 - Tabulation of Bids Exhibit 3 - BHC Letter of Recommendation Exhibit 4 - References - Proposal Evaluation Forms Exhibit 5 - CF ELectric, Inc Bid Proposal Upload Date 7/18/2019 7/18/2019 7/18/2019 7/18/2019 7/18/2019 Type Staff Report Staff Report Staff Report Staff Report Staff Report Exhibit 6 - Texas of All Tech Electric, LCC 7/18/2019 Staff Report Exhibit 7 - Contract Agreement 7/18/2019 Staff Report CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE AWARD OF BID AND FOR THE CITY MANAGER TO EXECUTE A CONTRACT WITH TEXAS OF ALL TECH ELECTRIC, LLC, FOR THE HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING PROJECT. WHEREAS, the Hackberry Elevates Storage Tank Logo Lighting Project (the "Project") is desired to adequately illuminate the City of Anna logo on the elevated storage tank at Hackberry Road, a signature piece of infrastructure in the City of Anna; and, WHEREAS, the City Council of the City of Anna, Texas (the City Council) has previously authorized the City Manager to solicit competitive bids for the Project; and, WHEREAS, the City of Anna, having solicited competitive bids in accordance with State law, opened said bids on July 11, 2019 at 2:30 P.M.; and, WHEREAS, Texas of All Tech Electric, LLC submitted the low bid having submitted a bid of $110,579.59; and, WHEREAS, the City of Anna's consulting engineer, having reviewed said bids and bidder's qualifications has recommended award of the contract to Texas of All Tech Electric, LLC to for a total contract amount of $110,579.59; and, WHEREAS, there are funds available for the Project in the Non -bond Capital Projects Fund, said funds being assigned for this purpose; and, WHEREAS, the City Council desires to authorize the City Manager to award the Project bid to and execute a contract with Texas of All Tech Electric, LLC for construction of the Project; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Contract Award. The City Council hereby approves the award of the bid to Texas of All Tech Electric, LLC for the Project, and authorizes, ratifies and approves for the City Manager to execute a contract with Texas of All Tech Electric, LLC subject to final legal review and approval by the City Attorney. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 23rd day of July 2019. RESOLUTION NO. PAGE 1 OF 2 Hackberry Elevates Storage Tank Logo Lighting Project ATTEST: APPROVED: City Secretary Carrie L. Smith Mayor Nate Pike RESOLUTION NO. PAGE 2 OF 2 Hackberry Elevates Storage Tank Logo Lighting Project CITY OF ANNA, TEXAS Hackberry Elevated Storage Tank Logo Lighting BID SUMMARY Bids Received at 2:30 p.m., Thursday, July 11, 2019 Contractor 1. Texas of All Tech Electric, LLC 194 Industrial Blvd., #108 McKinney, Texas 75069 2. CF Electric, Inc. 4901 Tim Donald Rd. Justin, Texas 76247 Total Amount Bid $ 110,579.59 $ 187,873.00 J:\CLERICAL\Anna\2019-109 Hackbeny EST Logo Lighting\Specs\Tech-Spec\l 1-P&BS-2.x1sx TABULATION OF BIDS BID OF BID OF Date: July 11, 2019 Project: CITY OF ANNA, TEXAS BIRKHOFF, HENDRICKS & CARTER, L.L.P. Texas of All Tech Electric, LLC CF Electric, Inc. Hackberry Elevated Storage Tank Logo Lighting PROFESSIONAL ENGINEERS 194 Industrial Blvd., #108 4901 Tim Donald Rd. Dallas, Texas McKinney, Texas 75069 Justin, Texas 76247 Item Approximate Unit Bid Unit Bid No. Quantities Unit Description Price Extension Price Extension Furnish and Install Light Pole Assembly including Three Luminaires per pole, Mounting 1 3 Ea. Brackets, Pole, and including making Power and Control Cable Terminations $14,193.33 $ 42,579.99 $26,180.00 $ 78,540.00 2 3 Ea. Construct Light Pole Assembly Reinforced Concrete Foundation $3,000.00 $ 9,000.00 $3,015.67 $ 9,047.00 Furnish and Install Power and Control Cable and Conduit with Trench Embedment, from the existing Elevated Storage Tank to the Light Pole Assemblies at the Three Locations (north, east, 3 410 L.F. and south) $97.56 S 39,999.60 $138.13 $ 56,635.00 Furnish and Install Logo Lighting Control Panel inside Elevated Storage Tank, including terminations, making Logo Lighting Functional and Operational with both Local and Remote 4 1 L.S. Operation, including Start-up and Training $19,000.00 $ 19,000.00 $43,651.00 $ 43,651.00 TOTAL AMOUNT BID (Items 1 Through 4) $ 110,579.59 $ 187,873.00 JACLERICAL\Anna\2019-109 Hackbmy EST Logo Lighting\Specs\Tech-Spec\1I-P&BS-2.xlsx Page 1 of 1 50 Years (1969 -2019) BIRKHOFF, HENDRICKS & CARTER, L.L.P. PROFESSIONAL ENGINEERS 11910 Greenville Ave., Suite 600 Dallas, Texas 75243 JOHN W. BIRKHOFF, P.E. GARY C. HENDRICKS, P.E., R.P.L.S. JOE R. CARTER, P.E. MATT HICKEY, P.E. ANDREW MATA, JR., P.E. JOSEPH T. GRAJEWSKI, III, P.E. DEREK B. CHANEY, P.E., R.P.L.S. CRAIG M. KERKHOFF, P.E. JUSTIN R. IVY, P.E. Mr. Ryan Henderson Interim Director of Public Works City of Anna 3223 North Powell Parkway Anna, Texas 75049 Re: Hackberry Elevated Storage Tank Logo Lighting Bid Award Recommendation Dear Mr. Henderson: Phone (214) 361-7900 July 15, 2019 www.bhcllp.com The City received two competitive bid proposals at 2:30 p.m., Thursday, July 11, 2019, for the Hackberry Elevated Storage Tank Logo Lighting project. The Bid Evaluation Committee has checked and evaluated the bids. We are enclosing once copy of the Bid Summary and Itemized Bid Tabulation. The bids were evaluated by the Committee in the manner as described in the bidding documents and summarized below: Factors Considered % Weight Given Bid Amount 60% Quality of Bidder's previous Municipal Projects of similar nature 25% Bidder's past relationship with the city 10% Safety record of the Bidder 5% Texas of All Tech Electric, L.L.C. of McKinney, Texas submitted a bid in the amount of $110,579.59 and received the highest evaluation score. The Committee checked the references provided by Texas of All Tech Electric and found no irregularities from the Contractor's references. The Committee has determined the Contractor meets the qualification requirements of the bid documents, has a satisfactory record of completing similar projects throughout North Texas and has adequate equipment to properly pursue this project. Accordingly, based on the evaluation results, and information provided to the Committee, the Committee recommends that the City accept the bid from Texas of All Tech Electric, L.L.C. and award them a contract in the amount of $110,579.59 for the construction of the Hackberry Elevated Storage Tank Logo Lighting project. We are available to discuss the recommendation further at your convenience. Sincerely, Andrew Mata Jr., P.E. cc: Mr. Steven Smith, City of Anna TBPE Firm 526 Celebrating 50-Years of Dedication to our Clients TBPLS Firm 100318-00 c:\users\amata\desktop\word templates\bhc Itr-hd (50-yrs) 2019.docx Munger Church Started on time and finished on time. No issues, they would recommend and use again. Piedmont Parking Garage Started on time and finished three months early. No change orders. They would recommend and use again. Our Calling Church Did not reach contact. Cutting Edge Started on time and finished on time. No issues, they would recommend and use again. Celina Pump Stations High end electrical work. Started on time, still in progress. 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W w > L > � N � V •; L O L O v O 41 L a) � (/) W C X C U U U H U O u � I c = u° Z w a a -aI ¢ U •L u U a) W L U a1 N = M ri ¢ Ol 01 Q1 O X aJ H � o rn rn rn 00 00 U •L 4-1 u a W U- U Ln•+L+ � N Q Oaj 3 = a, > v O O of a v s 3 on v •> 3 cc M Q1 cn 00 Ef BIDDERS NAME: CF ELECTRIC, INC. PROPOSAL FOR: HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING ENCLOSED HEREIN: 1) PROPOSAL AND BID FORM 2) CERTIFICATE OF INSURANCE & EMR 3) QUALIFICATION STATEMENT OF BIDDER 4) QUALIFICATION STATEMENT OF BIDDERS SURETY 5) BID SECURITY - SURETY BID BOND 6) CONSTRUCTION SCHEDULE 7) CURRENT FINANCIAL STATEMENT 8) CFE EQUIPMENT LIST CF ELECTRIC, INC. 4901 Tim Donald Road Justin Texas 76247 CITY OF ANNA, TEXAS Hackberry Elevated Storage Tank Logo Lighting BID SCHEDULE Item Estimated Price in Extended No. Quantity I Unit Description and Price in Words Figures I Amount Furnish and Install Light Pole Assembly including Three Luminaires per pole, Mounting Brackets, Pole, and including making Power and 1 3 Ea. Control Cable Terminations complete in place, the sum of _ SEVENTY EIGHT THOUSAND FIVE HUNDRED FORTY Dollars and •00 $78,540.00 Cents per Each Construct Light Pole Assembly Reinforced 2 3 Ea. Concrete Foundation complete in place, the sum of NINE THOUSAND FORTY SEVEN Dollars and .00 $9,047.00 Cents per Each _ Furnish and Install Power and Control Cable and Conduit with Trench Embedment, from the existing Elevated Storage Tank to the Light Pole Assemblies at the Three Locations (north, east, 3 410 L.F. and south) complete in place, the sum of FIFTY SIX THOUSAND SIX HUNDRE HI TY FIVE Dollars and .00 $56,635.00 Cents per Linear Foot _ Furnish and Install Logo Lighting Control Panel inside Elevated Storage Tank, including terminations, making Logo Lighting Functional and Operational with both Local and Remote 4 1 L.S. Operation, including Start-up and Training complete in place, the sum of FORTY THREE THOUSAND SIX HNDRED FIFTY ONE Dollars and .00 $ 4 3 , 6 51.0 0 Cents per Lump Sum 'TOTAL AMOUNT BID (Items 1 Through 4) $1 s 7 , 873 .0 o J:\CLERICAL\Anne\2019-109 Hackberry EST Logo Lighting\Spe- s Tech-Spec\P&BS-2 xlsx -27- Proposal Bid Form BID PROPOSAL FOR HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING Notice of award will be mailed to the undersigned at the following addresses: CF ELECTRIC, INC Contractor By: LEO WISE 4901 TIM DONALD ROAD JUSTIN TEXAS 76247 Principal Place of Business (Corp. Seal if Bidder is Corporation) Attest: - Secretary: T ✓ Acknowledgment is hereby made of receipt of the following Addenda, if any: No. Date: No. Date: No. Date: List Subcontracts (Company name, contact number and type of work): PULLIAM CONCRETE 817-834-2318 CONCRETE RLC CONTROLS, INC. 972-542-7375 CONTROL ENCLOSURE jAclericallennaU019-109 heckberry esl logo IightingXspecsltech-spec\12-p&bs-3 doc - 28 - Proposal and Bid Form QUALIFICATION STATEMENT OF BIDDERS SUBMITTED TO: City of Anna Reviewed by: Date Received: CONTRACTOR: CF ELECTRIC. INC. CIRCLE ONE: ❑ Sole Proprietor ❑ Partnership Corporation ❑ Joint Venture NAME: CF ELECTRIC, INC ADDRESS: 4901 TIM DONALD ROAD _ CITY: JUSTIN, TEXAS 76247 PHONE: 817-267-6000 _ PRINCIPAL PLACE OF BUSINESS: DENTON TEXAS COUNTY STATE PARTNER: _ ADDRESS: _ CITY: PHONE _ PRINCIPAL PLACE OF BUSINESS: COUNTY IF THE CONTRACTOR IS A CORPORATION, FILL OUT THE FOLLOWING: STATE OF INCORPORATION: TEXAS LOCATION OF PRINCIPAL OFFICE: 4901 TIM DONALD ROAD JUSTIN TEXAS 76247 CONTACT PERSONS AT OFFICE: LEO WISE, JUSTIN WISE, BROOKE CROWSON PERSON EXECUTING CONTRACTS ON BEHALF OF CORPORATION: NAME: LEO WISE TITLE: PRESIDENT PHONE: 817-944-5468 ;w1iJ$IL _- STATE ADDRESS: 4901 TIM DONALD ROAD JUST N-. TEXAS ___ 76247 CITY STATE ZIP NAMES OF OFFICERS: (IF APPLICABLE) LEO WISE, SCOTT WHITTEN, DAVID PAYNE LIST NUMBER OF EMPLOYEES WORKING FOR CONTRACTOR: 72 LIST ALL EQUIPMENT TO BE USED ON THIS PROJECT: (PLEASE USE ATTACHMENT) NUMBER OF YEARS IN BUSINESS AS A GENERAL CONTRACTOR ON PROJECTS SIMILAR TO THIS PROJECT: 18 YEARS AS ELECTRICAL CONTRACTOR TYPE(S) OF WORK DONE: (CIRCLE) ❑ Asphalt Paving ❑ Storm Sewer ❑ Concrete Paving arch Work dzyisc- Concrete ❑ Bridge Work ❑ Ghanne T1 ining <f T5e`mo_1ffi[on Pump Stations ❑ Landscaping ❑ Water & Sanitary Sewer Lines ❑ Steel Erection Paintin ® Fog Seal ❑ Chip Seal j1clericallannat201 t-10g hackberry ast logo lighting\spacs%tech-spec105-qualification statement doo - 9 - Qualification Statement crete Structures: Inlets, Box Culverts, Junction Boxes Other: COMMENTS: CURRENTLY PERFORMING AS GENERAI, CONTRACTOR ON A $6 MILLION DOLLAR PROJECT AT BNSF RAILWAY FORT WORTH TEXAS LIST RECENTLY COMPLETED PROJECTS OF THE TYPE OF WORK QUALIFYING FOR OR SIMILAR WORK, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT: PROJECT: PLANO STADIUM PUMP STATION ELECTRICAL SUBCONTRACTOR OWNER/ENGINEER: CITY OF PLANO BIRKHOFF, HENDRICKS & CARTER LLP YEAR BUILT: 2015_ _ CONTRACT PRICE: $2,754,095.00 CONTACT PERSON: STEVE SUMMERCAiM11 ( RED RIVER CONST) PHONE: 214-356-4930 PROJECT; NTMWD DUBLIN RELIFT PUMP STATION OWNER/ENGINEER: NTMWD BLACK & VEATCH ENGINEERING YEAR BUILT: 2016 CONTRACT PRICE: $ 2,293,596.00 CONTACT PERSON: MIKE DAIGRE ( CRESCENT CONST) PHONE: 469-576-0612 ELECTRICAL SUBCONTRACTOR PROJECT: BNSF RAILWAY NETWORK OPERATIONS CENTER UPS REPLACEMENT GENERAL CONTRACTOR OWNER/ENGINEER: BNSFRAILWAY JJA, INC MECH & ELECT ENGINEERING YEAR BUILT: 2017 CONTRACT PRICE: $1,119,176.00 CONTACT PERSON: GEORGE LAITY PHONE: 214-622-6376 PROJECT: CITY OF ANNA METER VAULT 1, 2 & 3 ELECTRICAL SUBCONTRACTOR OWNER/ENGINEER: YEAR BUILT: 2014 CONTACT PERSON: CITY OF ANNA ANDREW MATA (USE ATTACHMENTS IF NECESSARIO BIRKHOFF, HENDRICKS & CARTER LLP CONTRACT PRICE: $ 172,981.00 PHONE: 214-361-7900 LIST INCOMPLETE PROJECTS, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT LISTED: PROJECT: BNSF RAILWAY NOC GENERATOR REPLACEMENT GENERAL CONTRACTOR OWNER/ENGINEER: BNSF RAILWAY JJA, INC MECH & ELECT ENGINEERING PERCENT COMPLETE: 40% CONTRACT PRICE: $5,230,907.00 CONTACT PERSON: GEORGE LAITY PHONE: 214-622-6Z6_ PROJECT: NTMWD LOWER WHITE ROCK CREEK LIFT STATION ELECTRICAL SUBCONTRACTOR OWNER/ENGINEER: NTMWD GAI ENGINEERING PERCENT COMPLETE: 81%. CONTRACT PRICE: $ 2,844,828.00 CONTACT PERSON: GRADYHILL (ARCHERWESTERN) PHONE: 512-369-2027 jAdetical%annM2019-109 haakberry est logo lighting%specsltech-spec105-qualificatlon statement doc - 1 Q - Qualification Statement PROJECT: NTMWD CASA VIEW ELECT IMPROVEMENTS ELECTRICAL SUBCONTRACTOR OWNER/ENGINEER: NTMWD GAI ENGINEERING PERCENT COMPLETE: 98% CONTRACT PRICE: CONTACT PERSON: MIKE DAIGRE ( CRESCENT CONST) PHONE: $ 1,793,897.00 469-576-0612 PROJECT: TRA TEN MILE CREEK PRIMARY CLARIFIERS ELECTRICAL SUBCONTRACTOR OWNER/ENGINEER: TRINITY RIVER AUTHORITY OF TEXAS GRESHAM SMITH & PARTNERS PERCENT COMPLETE: 12% CONTRACT PRICE: $1,020,530.00 CONTACT PERSON: KEN GRAVES (GRACON C:ONST) PHONE: 972-331-8031 (USE ATTACHMENTS IF NECESSAR)g IF COMPANY IS UNDER NEW MANAGEMENT, PLEASE LIST NAMES OF STAFF AND QUALIFICATION AND/OR EXPERIENCE OF SAID PERSONS. (PLEASE USE ATTACHMENT) HAVE YOU OR ANY PRESENT PARTNER(S) OR OFFICER(S) FAILED TO COMPLETE A CONTRACT? NO IF SO, NAME OF OWNER AND/OR SURETY: CONTACT PERSON: PHONE: ARE THERE ANY UNSATISFIED DEMANDS UPON YOU AS TO YOUR ACCOUNTS PAYABLE? NO IF SO, GIVE NAMES, AMOUNTS, AND EXPLANATIONS: BANK REFERENCE: Bank: FROST BANK Address: _1240 KELLER PKWY, SUITE 100 _ City: KELLER State: TX Zip' 76248 Contact Person: TRAVIS INGE SR VICE PRESIDENT Phone: Q17_A)l1_C, I) MUNICIPALITY REFERENCE: City: Contact Person: DAVID SCOTT Address: 505 E BROWN ST WYLIE TX OTHER CREDIT REFERENCES: Name: JAJ CONSTRUCTION JOE JACKSON Address: 120 SHIPPS ROAD FORT WORTH TEXAS 76126 Phone: 817-688-1407 NORTH TEXAS MUNICIPAL WATER DISTRICT Position: _ SR MANAGER _ Phone: 972-442-5405 Name: THE RF.YNOLDS COMPANY CHRIS RISTOW Address 12900 SENLAC DRIVE FARMERS BRANCH TX 75234 Phone: 214-S6O-2677 jaclericellanna12019-109 heckberry eat logo lightinglspecekech-3pec105-qualification statement doc - - Qualification Statement In compliance with Invitation to Bid for above mentioned types of projects, the undersigned is submitting the information as required with the understanding that the purpose is only to assist in determining the qualifications for this organization to perform the type and magnitude of work designated, and further, guarantee the truth and accuracy of all statements made, and will accept your determination of qualifications without prejudice. The surety herein named, any other bonding company, bank, sub -contractor, supplier, or any other person(s), firm(s) or corporations with whom I (we) have done business, or who have extended any credit to me (us) are hereby authorized to furnish you with any information you may request concerning performance on previous work and my (our) credit standing with any of them; and I (we) hereby release any and all such parties from any legal responsibility whatsoever on account of having furnished such information to you. Signed: LEO WISE Title: PRESIDENT Company: CF ELECTRIC, INC. Date: 6/21/2019 COPY TO LOCAL UNDERWRITING OFFICE OF PROPOSED SURETY Name: AARON ENDRIS HIGGINBOTHAM Phone: 361-561-4266 Address: 500 N SHORELINE, SUITE 1200 City: CORPUS CHRISTI State: TX j:lclericallannaT019-109 hackbeny est logo lightinglspecsllech-spec105-qualificallon statement doc - 12 - Qualification Statement QUALIFICATION STATEMENT OF BIDDER'S SURETY SUBMITTED TO: City of Anna BIDDER- r' ADDRESS:-°y��•.,r.1k,:_� 1. Has this surety furnished contract bonds on contracts now complete? 2. Has this surety furnished contract bonds on contracts now incomplete? �. 3. What is the maximum bonding capacity of this Contractor? , 4. Is the current financial information on this Contractor satisfactory? 5. Does information obtained indicate accounts are paid when due? If not, give details: 6. Is it your opinion that the bidder has sufficient experience and financial resources to satisfactory perform the contract? 7. Provided this bidder does not assume other commitments or that you do not acquire further information that in your opinion will materially affect the bidder's capacity to perform this contract, will you furnish the bonds as specified? REMARKS: SURETY: -- N I SIGNED: TITLE: ADDRESS:�rr_(, CITY:�.1 �r.._..• STATE: -I PHONE:5- (IN DUPLICATE) ZIP: _ jAclaricallanna12019-109 hackbeny esl logo Gghlingl"esllcch-spoc105yualilcalion statement doc - 1 3 - Quahtcation Statement LL z W f u COO 6L-`19S-L ILL 6L-(JaS-9 V- 6L�aSS 3 6L�1aS-b �' 6L-dg5-8 2 Wd9S-Z rn 6l1aS-L m 6L-6nV-LE LL 6L-6nV-OE i-- 6L-6nV-6Z 9: 6L-6nV-BZ x H 8L-6nV-LZ ;x 6L-6nV-9Z x ut 8L-6nV-9Z w 6L-6nV-VZ LL 6 L-6nV-£Z F- 6L-6nV-ZZ �r. 6L-6nV-LZ r 6L-6nV-OZ 6L-6nV-6L m 6L-6nV-8L rn 6L-6nV-LL LL 6L-6nV-9L r 6L-6nViL 6L-6nV-bL x IH 6L-MV-EL x ;2 WMV-ZL x U, w W J w K Ul w 0 a N J H � O 0 11 12 W R � � �~ ¢ LL ,f :f iV A (7 J W U LL 61-130-6 6L-1O0-£ R: 6L-PO-Z f' 6L-1O0-1 r[ 6L-JaS9E x v) 6L-daS9Z w 6L-daS-SZ LL 6L-1aS-LZ x r- 61-d9S9Z :x 6L-daSSZ x x r- 6L-daS-6Z x x 2 6L-daS-CZ x (0 6L-daS-ZZ U) 6L-(JaS-2 LL 6L-daS-OZ:x F- 6L-daS9t ;x � 6L-daS-8L ;x F 6L-daS-LL ,K 6L-daS9L ;x w) 6L-daSSl Io 6L-dog-hl ILL 6L daS £l 't- 6L-daS-ZL ;� 6L<laS-LL F- Wd8S-OL g U-daS-6 J J J Q �yitn z Y ;Z IW H�IH ,J IY IZ iN 0 :z ViW p Z iw ,a Im ,> 0 LIJ z ;p Mz ol�w I� �� 1z 2 O N 6L-AON-Z ILL 6L-AON-L IF- 6L-1O0-L£ Z� 6L-P0-O£ 6l-laO-U x x . 6 PO-9Z _ x rn 6L-1O0-LZ cn 6 L-PO-9Z LL S HOOSZ x F 6L-PO-4Z :x WPO-Si x 6L-Ia0-ZZ x 2 6L-100-2 x to 6L-1O0-OZ to 6L-1a0-6L LL 6L 0091 f 6L-1o0-L1 3 6L-PO91 r 6L-100-5L 2 6L-1O0-41 m 6L-1O0-£l .U) 6L-3o0-Z1 LL 6L-1O0-L1 r 6L-3�0-OL IH 6L-PO-9.. ;g 6L-PO-L tea' > p H o Lu � og tL 40 COO(A r 1~ !A 0Z0 H K w I W z00 V.6ij fA in I'9 w w :z i� �4-xinc� LLl�inz z_Q CD J aYD J 17 .K IH Cl) 00 1 � � T- M O (0 O N 0) � O (0 ;3' (0 00 LC) I-t O O d) N O M O 0 LO 00 00 (`M (0 00 — Cl) 00 O 00 00 00 00 M O O O f` 4 Cl) CA Lci (fj (0 Cl) O I` U') M M (M M O O z 00 U) O N N M 00 LO N 00 0) O O (0 (0 Lf! 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N ` CD Cl �iL �Q `afnF-MCA Ja_(La_a_d U) A ea a) a W N= 0 ff (� O U 0 0 0 0 OI +�+ L E Z Z Z Z Z J = N J Op Q =0 U ip��YOl00f U 7 0)t{)�NOO W p UHF (n 0 C 00 •p 0NNN Mq 000000) J W -d 41 N dN LNNNNN +O+ W)W) L W)CDC) 00 HuC)0R OHO LQ F- U O H H O ONNNNNN C :RT" 0 J mU H J H UMMM Q J H W J Y lqt TT0 ° O O00 ui vi 6 o LOM qe C6,17 co ri tiV rn -e T T {(7 'L w CJ w m � m w Nd � c c .a m o c a Q CD w m 0 Z � Q H ~ O H UN y R m Q � R CO) N I!t jB V V CO O Q d a 4;k ELECTRIC, INC. 4901 Tim Donald Road Justin Texas 76247 HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING CITY OF ANNA CF ELECTRIC PROJECT EQUIPMENT LIST Cat Mini Excavator 2017 Gehl Skid Steer GMC Bucket Truck 55' Reach WORKERS COMPENSATION EXPERIENCE RATING N££/ Risk Name: CF ELECTRIC INC Risk ID: 420893795 Rating Effective Date: 09/30/2018 Production Date: 07/16/2018 State: TEXAS Staite Wt Exp Excess Expected Exp Prim Act Exc Losses Ballast Act Inc Losses Act Prim I Losses Losses Losses Losses TX .111 46,0311 74,2231 28,1921 01 30,150 0 0 Tx -A .111 1,7201 2,7731 1,0531 01 30,150 0 0 (A) (B (C) Exp Excm (D) Expected (E) Exp Prim I (F) Act Exc I (G) Ballast (H) Act Inc 1 (q Act Prim Wt Losses (D.-_e) Losses Losses Losses (H-1) 1 Losses Losses 11 47,7511 76,9961 29,245 0 30,1501 01 0� primary Losses Stabilizing Value Ratable Excess Totals (I) C * (1 - A) + G 1 (A) * (F) (J) ,Actual 0 72,648 0 72,648 (E) C * (1 - A) + G (A) * (C) (K) Expected 29,245 72,648 5,253 107,146 ARAP FLARAP SARAP MAARAP Exp Mod Factors .68 THIS RATING CONTAINS ALL UNIT REPORT DATA EXPECTED TO BE RECIEVED BY NCCI, NO UNIT REPORT DATA IS EXPECTED TO BE SUBMITTED TO NCCI FOR THE FOLLOWING PERIODS(S): FROM 12/31/2015 TO 12/31/2016 ST: TX AND FIRM A. Carrier: 29939-000 Policy: 0001276455 Eff-Date: 09-30-2017 Exp-Date: 09-30-2018 fo Cepyrght 1093-2018; AM righis reserved. This product rB comprised o1 compilations And oRwmahan which are tho trropriehory arw o%ckmim propafly at Iha N9aenal InBurannO. Inc.. {NCCI;, No further atsa, dissaminalign.. Bair, tranefor,. assignnwnt at dLspoilOon of this product, to whole or in part. may be made Whom Ina prier wrdtan consent at NCCI. This produel is furnlshod'As s''As availobto"'Wilh all detects' and Includes information avaitabfa at Iha tire of publication only. NCCI makes no roprosantaiions or warra,niies of any kind reloling to the Prdducl and tlolaby oaprassly di8clalmH arty and aN oxpro&5, atatulary, G impliod wa rrantias including Iho impridd wamanN of morchanlablily. rllrasa lot A particular purpouo, accuracy. Oomplotor"s. curmntnono. or corrocinane of the p,rwheel w 4nlamrnlran Canro,nGd Ino,oin. ThkA prmdvor ar,d Iha rnrArn t' ....trod InArorn nru ip oa ua00 .r IuWh Qiy ror ufto wrwng, prurtwurn ooluuknaon 0-0 oilw, lmwarizu ;Y,P Ao* Arlo r y -lot on u&cd lot nay other pum000 tnaiaubra IxA flat Fmited to nAi0ty a Orulg fKIJ or PACI bidding purpocAll ronpcr annla4kly loll Our u:d 04 and lot y And all ra%.NA dorwed or ob irle l throogh tho use OP Iha p1004Gl and information are the end user's and NCCI shall not have any lisbifty thereto. Page 1 of 3 WORKERS COMPENSATION EXPERIENCE RATING NCC: Risk Name: CF ELECTRIC INC Risk ID: 420893795 Rating Effective Date: 09/30/2018 Production Date: 07/16/2018 State: TEXAS . ........ .. .. .... I_ I 42-TEXAS Firm ID: Firm Name: CF ELECTRIC INC Carrier: 29939 Policy No. 0001276455 Eff Date: 09/30/2014 Exp Date: 09/30/2015 Code ELR D- Payroll Expected Exp Prim Claim Data IJ OF Act Inc Act Prim iialla Losses Losses Losses Losses 5190 1.19 .38 2,353,148 28,002 10,641 5606 .29 .38 303,534 880 334 J 8809 .05 187,200 94 29 - J 8810 04 .31 [:40 296,695 119 48 ,Subject Total Act Inc Policy Total: 3,140,57 (Premium: 109,727 Losses: 0 42-TEXAS Firm ID: Firm Name: CF ELECTRIC INC Carrier: 29939 Policy No. 0001276455 Eff Date: 09/30/2015 Exp Date: 09/30/2016 Code ELR D- Ratio Payroll Expected Losses I Exp Prim j Losses I Claim Data IJ OF Act Inc Losses Act Prim Losses 5190 1.19 .38 1,612,721 19,191 I 7,2931 5606 .29 .38 940,3591 2,727 1,036 8809 .05 .31 187,200 94 29 i 8810 .04 .40 291,681 1171 47 Policy Total: 3,031,9611 Premium: 67,191 Total LASM: Inc 42-TEXAS Firm ID: Firm Name: CF ELECTRIC INC Carrier: 29939 Policy No. 0001276455 Eff Date: 09/30/2016 Exp Date: 09/30/2017 Code ELR Ra#io Payroll Expected Losses Exp Prim Losses Claim Data IJ OF Act Inc Losses Act Prim Losses 5190 1 1.19 .381 1,665,1811 19,816 7,530 5606 .29 .38 1,027,6131 2,9801 1,132 8809 .05 .31 187,200 273,056 94 109 29 I. �I 8810 .04 .40 44 f jl �Suct Policy Total: 3,153,05 Prebme1.- 75,194 Total Act Inc Losses: 0 42-TEXAS Firm ID:A Firm Name: CF ELECTRIC INC Carrier: 10863 Policy No. WC018238000 Eff Date: 08/17/2015 Exp Date: 12/31/2015 Code 5190 ELR 1.19 D- Rath .38 Payroll 13,095 Erected Losses 156 Exp Prim Losses 59 Clalm Data IJ !OF Act Inc Losses Act Prim Losses 5606 .29 .38 7,803 23 9 8809 .05 '31 50,000 25 8 1 Policy Total: 70,89 Subject Premium; 692 Total Act Inc Losses: 01 Copynght 19934010. All Nghts fb W0. This pr000+ t m Compnsad of eompilaVons amid rnlormatan winch afro the proprrolwy and e.slueYvo praporly of the Wfoumr Council on Componsawxln 1nsw7no. c, INCCII. No furfhar use, daaominnllon, sale. tronsfer, assignrnont of di*,v0ian at uds product. in whole or In part, may tw mr.ae wllhn ul Ina prof wrinon cotlleht et NOV. Tins product is futntshod'As - As avaftabfo"With all deteals' and inCfudm wwmarion available at the nma of puoNrAvan only. NCCI makes no represonlntioe15 or warranhes at any kind rotating to the product and homby expressly scleinva arty and alr vxprass, alalatory, of Implied-nan-w-. 4104+dinp ow onrAod Warranty or em-llnnloWily, htnuas fw a htul r'Ow 1"Po5e. acauraay, aompintwwas, curronwam. or cwwlrws at Ihv 006,0110 t a 10-.0w eaatamep rnary �. Trwo pfoauar mrd vw wwrnowpn Gw wmnno rhvroln we to tag uoW oufum ety Ipr wiavownt r'v, r,YnlHnm, wfcutatwrt and Color hrsutartw pwwbda aw tnay net Do ,ao for any Sher pligw.lne Mir Cut nol pmtttrd to Safety Scoring for profect o4 "19 ptapoaO AN reopormibdily I" tyre use of amwl for any nno all rosuirs darwad or obtainoo twoipn trio uao at the wow d inlormation are the end user's and NCCt All not haveany Nablhry lhaiato. rbial by Policv Year of all cases $2000 or less, D Disease Loss X Ex -Medical Coverage U USL&HW C Catastrophic Loss E Employers Liability Loss # Limited Loss f-age z of 3 WORKERS COMPENSATION EXPERIENCE RATING 01wrRisk Name: OF ELECTRIC INC Risk IDc 420893795 Rating Effective Date: 09/30/2018 Production Date: 07/16/2018 State: TEXAS 42-TEXAS Carrier: 10863 Firm ID:A Firm Name: OF ELECTRIC INC Policy No. WC018238002 Eff Date: 12/31/2016 Exp Date: 12/31/2017 Code ELR f!- F#atio Payroll Expected Losses Exp Prim Losses Claim Data IJ 4F Act Inc Loss Act Primes Losses 5190 1.19' 98 202,9741 2,415 918 5606 .29 .38 53,225 L 154 59 Policy Total: 256,19 Subject Premium: 7,580 Total Act Inc Losses: 0 Copyrlghl 1993.2018, Ali nghls reserved. This pmdun re aornpnsed of "mpiiallvos and rnlormtlon wrhich are the proprietary and axCWwe proMM of the National Gavial on Compensation Insurenco. ic. INCC4. No ludhor use. disSemlrletiat, Sete, tro ulor, ass4nmont oy disposition of lhio product- in vmole or m parr, may be maoa without the pier Wntion carrsoni of NCCI.. Thm pmdfucl is lumishod'As i "As available"With ail ddtacls` and inoludos Inlolmation available al lho lime of publreatlon only. NCCt ma#es no rapreSEnlationa a vrar:anfios al any kindrotating to the prod= and hoteby o.pfnmly rsclalm5 any and all empress. matulm, or implied Warranliw incllidnp rile implied Warranty 8t merthAntab!fny, I1101e55101 a paniCuWf purpoSa. ARauraCy. cemplelanim, uwornrwess. or col rectfl®5: of 11to rudutl ur n1101'11waUelw Funtpuwaq 1hV1Wn. Tr1ta p'wAVGf gnwp Iiie rnluraWtnwrr udwntarrwa warpin ero to nu vzoo oAdviEwely OUT Vndurvn41nrg, FROM ' udcureYion arre ONYax rntlV'rdnr,@ purpaw6 p11{} ltwp nGi eY 96d for Any other pvryano rnctlWirwti biit nol Ilm{ ed to iaitlly sGoring low ptotoel bldddng pwposas� Al reapoiuibdlN for lho eso of and for any And nil rvarnta desivad or obinlnnd Ihrouph the uao al the piodua nd inlarmallon are Iho ued lrse+'s and NCCI nhae not thrive anv liehilily thereto. T-.1 ti„ PMi , Vert. nr ve rasws sannc nr Iv_En.. D Disaasa Loss X Ex-Madieat Coverage 11 ustsl-lW 0 Catastrophic Loss E Employers Liability Loss # Limited Loss Page 3 of 3 VENDORS COMPLIANCE TO STATE LAW Texas Government Code, Chapter 2252, Subchapter A provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state Contractors whose corporate offices or principal place of business are outside of the State of Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required to underbid a non-resident bidder in order to obtain a comparable contract in the state in which the non-resident's principal place of business is located. The appropriate blanks in Section 4 must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident Contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. ❑ Non-resident vendors in business, are required to be A copy of the statute is attached. (give state), our principal place of percent lower than resident bidders by state law. ❑ Non-resident vendors in (give state), our principal place of business, are not required to underbid resident bidders. B. FxJ Our principal place of business or corporate office is in the State of Texas. BIDDER/OFFEROR: CF ELECTRIC, INC. Company: Address: 4901 TIM DONALD ROAD By: LEO WISE (please print) �/ Signature: _ , � �" JUSTIN TEXAS 76247 Title: PRESIDENT City State Zip (please print) Phone: 817-267-6000 THIS FORM MUST BE RETURNED WITH YOUR QUOTATION jAdedoahama=`19.909 heckberry est logo b9htfngkpecs%tech-spec�07-vendors compliance doe - 19 - T Vendors Compliance to State Law AFFIDAVIT AGAINST PROHIBITED ACTS I hereby affirm that I am aware of the provisions of Texas Penal Code Section 36.02, 36.08, 36.09 and 36.10 dealing with Bribery and Gifts to Public Servants. I further affirm that I will adhere to such rules and instruct and require all agents, employees, and sub -contractors to do the same. I am further aware that any violation of these rules subjects the Contract Agreement for this project to revocation, my removal from bid lists, prohibiting future contract/subcontract work, revocation of permits, and prosecution. Signature a A EST (if corpo anon} -- 6/21/2019 Date 6/21/2019 Date jAclericaltannaQ019-709 hackberry eat logo IightinglspecsUedrsped09-affidavit doc - 22 - Affidavit Against Prohibited Acts BID BOND KNOW ALL MEN BY THESE PRESENTS, that we CF ELECTRIC, INC. as Principal, hereinafter called the Principal, and CONTINENTAL CASUALTY COMPANY a corporation duly organized under the laws of the State of ILLINOIS called the Surety, are held and firmly bound unto CITY OF ANNA as Surety, hereinafter as Obligee, hereinafter called the Obligee, in the sum of FIVE PERCENT OF THE GREATEST AMOUNT BID Dollars ($ 5% G.A.B. ) for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted bid for HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documentswith good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 27TH day of C", (Witness) (Witness) JUNE 2019 CIF ELECTRIC, INC. (Principal) (Seal) (Title) CONTINENTAL CASUALTY COMPANY (Surety) (Seal) By: . �'� �u CfC��� -» ��G TiZ.t (Title) MARY E MOORE, ATTY IN FACT Printed in cooperation with the American Institute of Architects (AIA) by the CNA Insurance Companies. The language in this document conforms exactly to the language used in AIA Document A310 - Bid Bond - February 1970 Edition. G-108041-A POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania insurance company (herein called "the CNA Companies"), are duly organized and existing insurance companies having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signatures and seals herein affixed hereby make, constitute and appoint Mary Ellen Moore, Steve Addkison, Cathleen Hayles, Aaron J Endris, Tricia Balolong, Individually of Corpus Christi, TX, their true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their insurance companies and all the acts of said Attorney, pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the insurance companies. In Witness Whereof, the CNA Companies have caused these presents to be signed by their Vice President and their corporate seals to be hereto affixed on this 19th day of September, 2018. }ryC"9tt.t� 4 ►ost; t vnt+.oe GOF1POAArF Ls +��4ttVOf7q� � A JULY 11,, v SEAL 1897 HA 1 a Continental Casualty Company National Fire Insurance Company of Hartford American Cast alty Company of Reading, Pennsylvania Paul T. Bruflat Vice President State of South Dakota, County of Minnehaha, ss: On this 19th day of September, 2018, before me personally came Paul T. Bruflat to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is a Vice President of Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania insurance company described in and which executed the above instrument; that he knows the seals of said insurance companies; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said insurance companies and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said insurance companies. J. 46m �NOf`MkCY•LC 5 &WlN WVSQiA � My Commission Expires June 23, 2021 J. Mohr Notary Public CERTIFICATE I, D. Johnson, Assistant Secretary of Continental Casualty Company, an Illinois insurance company, National Fire Insurance Company of Hartford, an Illinois insurance company, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania insurance company do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of the insurance companies printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said insurance companies this _ 27T: day of ., 2019 '���� ►t�suRq sy►t+rns Continental Casualty Company National Fire Insurance Company of Hartford OORPOFIAr,e OtQRPOR4-r -� American Casualty Company of Reading, Pennsylvania • i x ' JULY yt, u SEAL ^r .0 lset Ia97 HARTFa�p n - D. Johnson Assistant Secretary Form F6853-4/2012 Go to www.cnasurety.com > Owner / Obligee Services > Validate Bond Coverage, if you want to verify bond authenticity. Aln0 DATE (MMIDD/YYYY) V CERTIFICATE OF LIABILITY INSURANCE 6/21/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Frost Insurance -Fort Worth P.O. Box 33528 Fort Worth TX 76162 C9N AGT E: Amber A uirrebena Pew .EYtS: 817-420-5700 I ra.N41:817-420-5750 nngfig , ambera@.frostinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Employers Mutual Casualty Co 21415 _ INSURED CFELECT-01 CF Electric Inc. Pine Tree Management, LLC INSURER B : Great American Insurance Group INSURERC: Texas Mutual Insurance Co. 22945 INSURER D; 4901 Tim Donald Rd. Justin TX 76247 INSURERE- INS URER F COVERAGES CERTIFICATE NUMBER: 1430764395 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR R TYPE OF INSURANCE ADDL INSD SUER Wvp POLICY NUMBER POLICY EFF WDD/VYYY POLICY EXP MM/DDIYYYYI LIMITS A X I COMMERCIAL GENERAL LIABILITY 5D36991 9/30/2018 9/30/2019 EACH OCCURRENCE $1,000,000 DAMAiarT01%NT CLAIMS -MADE M OCCUR PREMISES Ea o® rrar"I $ 300,000 MED EXP JAny one person) S 5,000 PERSONAL 8 ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000.000 POLICY JECT 7 LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 5E36991 9/30/2018 9/30/2019 COM9'NED5'N6LELlM'T Es a den S1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED I AUTOS ONLY AUTOS XHIRED �( NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE nr accident $ $ A X UMBRELLA LIAB X OCCUR 5J36991 9/30/2018 9/30/2019 EACH OCCURRENCE $5,000.000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DIED I X 1 RETENTION $ In n $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE TSF0001276455 9/30/2018 9/30/2019 X PTATUTE ER E.L EACH ACCIDENT $ 1,000.000 OFFICERIMEMBEREXCLUDED? u F7 (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE S 1.000,000 F.I. DISEASE-- POLICY LIMIT $ 1.000,000 MIf YYes, describe under DESCRIPTION OF OPERATIONS below I _ A B Leased/Rented Equip. Excess Liability 5C36991 SBE400220004 9/30/2018 9/30/2018 9/30/2019 9/30/2019 Max Item Occ,/Aggr $150,000 $4.000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Hackberry Storage Tank Lighting rPPTIFIrATF lane nF:Q CANCELLATION City of Anna Attn: City Manager 111 N. Powel Parkway P.O. Box 776 Anna TX 79406 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V ltl0tf-ZUI D AL,UKLJ I-UKrUKA I IUIV. All r19H&5 Fe5VFVCU. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Proposal of:'x5,.....4w (hereinafter called "Bidder"). 1....... Address: .q .......�.. c . t ,d ..i.._._._kuLK.tqr.......��C......... � .�0.............. To the Honorable Mayor and City Council City of Anna, Texas (hereinafter called "Owner") Deadline for Submission of Sealed Competitive Bid: 2:30 p.m., Thursday, June 27, 2019 Date of Sealed Bid Opening: 2:30 p.m., Tuesday, Thursday, June 27, 2019 Gentlemen: The Bidder, in compliance with your invitation for bids for the construction of: HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING for the City of Anna, Texas, having carefully examined the plans, specifications, notice to bidders, invitation to bid and all other related contract documents and the site of the proposed work, and being familiar with all of the conditions surrounding the construction of the proposed project, including the availability of materials and labor, hereby proposes to furnish all labor, materials, and supplies, and to construct the project in accordance with the plans, specifications and contract documents, within the time set forth therein and at the prices stated. The Bidder binds himself on acceptance of his proposal to execute the Contract Agreement and any required bonds, according to the accompanying forms, for performing and completing the said work within the time stated and for the prices stated in Exhibit "A" of this proposal. Bidder hereby agrees to commence the work on the above project within ten (10) days of receipt of written "Notice to Proceed" and to fully complete the project within Seventy (70) consecutive calendar days, thereafter as stipulated in the specifications and other contract documents. Bidder hereby further agrees to pay to Owner as liquidated damages the sum quoted below for each calendar day in excess of the time set forth hereinabove for completion of this project, all as more fully set forth in the general conditions of the contract documents. LIQUIDATED DAMAGES FOR FAILURE TO COMPLETE ON TIME: The time of completion is of the essence for this project. For each day that any work shall remain uncompleted after the time specified in the proposal and the Contract Agreement, or the increased time granted by the OWNER, or as equitably increased by additional work or materials ordered after the Contract Agreement is signed, the sum per day given in the following schedule, unless otherwise specified in the special provisions, shall be deducted from the monies due the CONTRACTOR: ; .......... ... ..,, ,....................,..........--- A CrNi; :im 24«Proposal and Bid Form 5 Less than $25,000.00 $25,000.00 to $99,999.99 $100,000.00 to $999,999.99 More than $1,000,000.00 AMOUNT OF LIQUIDATED DAMAGES $100.00 Per Day $500.00 Per Day $500.00 Per Day $500.00 Per Day The sum of money thus deducted for such delay, failure or non -completion is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages, per day that the CONTRACTOR shall be in default after the time stipulated in the Contract Agreement for completing the worts. The said amounts are fixed and agreed upon by and between OWNER and CONTRACTOR because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the OWNER in such event would sustain; and said amounts are agreed to be the amounts of damages which the OWNER would sustain and which shall be retained from the monies due, or that may become due, the CONTRACTOR under the Contract Agreement; and if said monies be insufficient to cover the amount owing, then the CONTRACTOR or its surety shall pay any additional amounts due. In the event that the actual damages incurred by the OWNER exceed the amount of liquidated damages, OWNER shall be entitled to recover its actual damages. Bidder understands and agrees that this bid proposal shall be completed and submitted in accordance with the Instructions to Bidders. Bidder understands that the Owner reserves the right to reject any or all bids and to waive any informality in the bidding. The Bidder agrees that this bid shall be good and may not be withdrawn for a period of sixty (60) calendar days from date of bid opening until the date that the project is awarded by the City Council. The undersigned Bidder hereby declares that he has visited the site of the work and has carefully examined the plans, specifications, and contract documents pertaining to the work covered by this bid, and he further agrees to commence work on or before the date specified in the written notice to proceed, and to substantially complete the work on which he has proposed, as provided in the contract documents. Enclosed with this proposal is a Cashier's Check or Certified Check for: 5% Greatest Amount Bid_ Dollars 5% _AB), which it is agreed shall be collected and retained by the Owner as liquidated damages in the event the proposal is accepted by the Owner and the undersigned fails to execute the necessary contract documents and the required bond (if any) with the Owner within ten (10) days after the date of receipt of written notification of acceptance of said proposal; otherwise, said check or bond shall be returned to the undersigned upon demand. _ --- �;a::r.;�_:, z,:::; ,� �;::,>.. ,,...,, n�c'c ar. u„ 25 - Proposal and Bid Form Bidder understands and agrees that the Contract Agreement to be executed by Bidder shall be bound and include all contract documents made available to him for his inspection in accordance with the Invitation to Bid. The Contractor's attention is called to the fact that any estimate of quantities of work to be done and materials to be furnished under the specifications as shown on the Proposal, or elsewhere, is approximate only and not guaranteed. The Owner does not assume any responsibility that the final quantities shall remain in strict accordance with the estimated quantities, nor shall the Contractor plead misunderstanding or deception because of such estimate of quantities or of the character, location of the work or other conditions pertaining thereto. Payment will be made on actual quantities installed at the unit bid price, and no claim will be made for anticipated profits for any decrease in profits. It is understood that the following quantities of work to be done at unit prices are approximate only, and are intended principally to serve as a guide in evaluating bids. It is further agreed that the quantities of work to be done at unit prices and materials to be furnished may be increased or diminished as may be considered necessary, in the opinion of the Engineer, to complete the work fully as planned and contemplated, and that all quantities of work, whether increased or decreased are to be performed at the unit bid prices. (aAt0109 hsckbe;:!;o',,-3- ,.,:a -pans•, dc;•. 26 Proposal and Bid Form CITY OF ANNA, TEXAS El aekberry Elevated Storage Tank Lovo Lighting ID SCHEDULE [tern Estimated I IPrice in Extv3Edo No. Quanti-ty I1nit Descriptio- and Price in Words Figures Amount j 3 3 ¢10 Furnish and Install LiWii Pole Assembly EEIL'llitilElg 'l:�E'ee 1_:� E EEaaiE'dS per pole, Nlomnfing Brackets, Pole, and is cltttiing rnaking Power and Ea. Control Cable 'l er n-.Enations c•ornplete in place, the su:n of �� _ -\ tiw OAe tuN k1 rh rkYee- Dollars ti an Cents ver Each Construct Li g ht Pale Assembly Reinforced l'a. Concrete Foundation complete in pkEc•e, the suns of -A�n Q—----------------- 14i1°13. 331 5go, Dollars and . o............. M V . .� �. ov pit? Vents per .,.Each �OG� EOC�O. Vurnis-li and lnstaVl Power and Contr0, Cable and Conduit with Tree-c'sh F'anbed.n€ent, from the existing Elevated Storage Tank to the Light Pole Assemblies at the Tl.ree Locations (north, east, L,F, and south) complete in place, the sinn of n�hek -even I)t liars and . 'tC _�." Cents )er Linear Foot Fundsh and Install Logo I. hdi ing Control Panel inside Elevated Storage Tank, including terminations, making Logo Lighting Functional and Operational with both I_:ocal and Remote L.S. Operation, including Start-up and Trai�Eing complete in plan::, the sun: o n;ne 4een --4- ro j s- ltd Dollars AL AMOUNT BID and � Cents per Lump S_Ern rants I ThrouLyh 4) 11 1 000 -2 lq,000. ..,• . iR;.....+vv:. 7ti� . ,.......�...:i:y „SY Leg:? Li;y:; � Sces�..,.� J;�e^..: �:.... x., 7 BID PROPOSAL FOR HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING Notice of award will be mailed to the undersigned at the following addresses: _T—e xos 0 F 1� �e ('k c r�,G...w...�- C-...... ...... .... -� Contractor By�.lr �.`i...-...i.,&ns 64 i a kl c, K- �h , ( X 7 s'b l Principal Place of Business (Corp. Seal if Bidder is Corporation) Attest: Secretary: Acknowledgment is hereby made of receipt of the following Addenda, if any: No. Date: No. Date: No. Date', List Subcontracts (Company name, contact number and type of work): ;:ecierics;;ar., sr1.C'1;•SirB `ac'r.^e - ss is ,•5 ii3n:ir•gts :h-s�;.•c;1=-p��s-3 ccs - 28 - Proposal and Bid Fon-n REQUEST FOR CERTIFIC,,TE OF EXEMPTION FROM TEXAS LIMITED SALES, EXCISE AND USE TAX Date: ,� I � �...�...��..........�....� TO: City of Anna, Texas Municipal Building 111 N, Powell Parkway Anna, TX 75499 RE, HACKEERRY ELEVATE STORAGE TANK LOG® LIGHTING The undersigned Contractor hereby requests a Certificate of Exemption from the Texas Limited Sales, Excise, and Use Tax in the amount of d lt ht4YUi-gla 5�� e- kku�Y� et V� del [ ( J S which is an amount not exceeding the contract price of all materials and other tangible personal property to be furnished in connection with the subject property. The undersigned hereby represents that such materials and property have been or will be utilized in the performance of the Contract Agreement to the full extent or the amount for which such Certificate of Exemption is requested. (Seal if a Corporation) Company By: 1._ _ �.....��.....�.... (please rrnt) Signature: y_.., Title: Le C) Address City, County, State and Zip a Telephone Fax i tcL±ncaa woa`w(119 .7 h__n`_•c.^ : ' :I .yC i Ch:GICj cs.l or-rt3w!2-P-29 - Proposal and Bid Form QUALIFICATION STATEMENT OF BIDDERS SUBMITTED TO: City of Anna Reviewed by: Date Received: CONTRACTOR:........................................................._ _ _ __..__....__........._..... . ............... L. L.C, . CIRCLE ONE: ❑ Sole Proprietor Partnership ❑ Corporation] Joint Venture NAME: �5`r....A��.....�� �`...'��Tcc. LI,C PARTNER : ................................ ADDRESS: E .�al....Q,.....�rz �o� ADDRESS; r,,.......,.���,.��.,..H... w..k,.........._... CITY: s a� ,— K - 4► �..,,.,.,,.. CITY: ....... .................... N � PHONE; PHONE PRINCIPAL PLACE OF BUSINES&PRINCIPAL PLACE OF BUSINESS: ....... _.... COUNTY STATE COUNTY STATE IF THE CONTRACTOR IS A CORPORATION, FILL OUT THE FOLLOWING: STATE OF INCORPORATION; _ LOCATION OF PRINCIPAL OFFICE CONTACT PERSONS AT OFFICE: PERSON EXECUTING CONTRACTS ON BEHALF OF CORPORATION,. NAME: EL-L-`�..... Nk, S! .,!T _... TITLE: �.... .r..............�.............. Y._ PHONE:. ADDRESS: %°I �ase,��.p'n eon CAI kl--e CITY STATE ZIP NAMES OF OFFICERS: (IF APPLICABLE) LIST NUMBER OF EMPLOYEES WORKING FOR CONTRACTOR., Z2- LIST ALL EQUIPMENT TO BE USED ON THIS PROJECT: (PLEASE USEATTACHMENT) NUMBER OF YEARS IN BUSINESS AS A GENERAL CONTRACTOR ON PROJECTS SIMILAR TO THIS PROJECT: -7 TYPE(S) OF WORK DONE: (CIRCLE) ❑ Asphalt Paving ❑ Concrete Paving ❑ Misc. Concrete ❑ Channel Lining ❑ Pump Stations ❑ Storm Sewer ❑ Earth Work ❑ Bridge Work ❑ Demolition ❑ Landscaping ❑ Water & Sanitary Sewer Lines ❑ Steel Erection ❑ Painting ❑ Fog Seal ❑ Chip Seal Xl^lerimWinay),019.108 hcic marry ma: 6sgo l �h i�gl�acs;t �h• ,ped�GSg h�Ufwotiart a atemrsr 6ca � m � � 9.- � G?uallHcatron Sfefement Concrete Structures: Inlets, Box Culverts, Junction Boxes Other: COMMENTS: -'L`;V► tinA s4is..t�'-.. b C- C,n�+v1��„�-tom_ •�►T .. ? w� .:'R'.�� LIST RECENTLY COMPLETED PROJECTS OF THE TYPE OF WORK QUALIFYING FOR OR SIMILAR WORK, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT: PROJECT; Mt} tSCrC R, C-'A Aa c,VN �. .�. OWNER/ENGINEER: ? �?' �..... n w YEAR BUILT: . CONTRACT PRICE: CONTACT PER N b. .SS .�P►E,..,,.u` .��............... PHONE: ',:!.4.-?-................. t .-.: n, PROJECT.: . ,-►...,... �..:........... e,t. ... W.. .... .:. .- . OWNERIENGINEER:i�,, YEAR BUILT: _ Zo�'�_„ CONTACT PERSON PT,rrc.c��� PHONE> Zt�,- SSA PROJECTa., OWNERI'ENGINEER. YEAR BUILT: "moo\' ...�. r..... ,. ..............�.....0 CONTRACT PRICE: „ . ZgQ4� s...................... CONTACT PERSON o ` ..e...... .°� !F-. ...... _. PHONE,: PROJECT: OWNER/ENGINEER: S tzisc. J _ YEAR BUILT: Zo k ? ....»..............».tyC:Lli:Nid-...CON RACT PRICE W ........�..t.o0.0. ... ...... CONTACT PERSON: �E 2.z w......................... PHONE:.`Z.'.1.......u........ .. (USE ATTACHMENTS IF NECESSARY) LIST INCOMPLETE PROJECTS, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT LISTED: PROJECT: (-6L1 tJ Cb-, OWNER/ENGINEER PERCENT COMPLET�� » CONTRACT PRICE, CONTACT PERSON:._ �1G 1:I�c.. PHONE; ��•'a„ . » PROJECT: �!W!+nrn,c�ctdS ....L V�P�Sn+ OWNER/ENGINEER: PERCENT COMPLETE: CONTRACT PRICE: * $ 3u") _ CONTACT PERSON: dhs : PHONE: ��atcan�,r:t�za�s i;ia ,� ��mfyA�in i �4s+e i r epecut5q� uiraiinr,ar� ,t,a_� 1 '06... W66n Stdement PROJECT: OWNER/ENGINEER: -: ... ..... . ......... -w ...... . ....... )PRICE:' ....... .......... . ...... ...... PERCENT COMPLETE. CONTRACT PRICE: .......................... I ............... ...... .......... CONTACT PERSON: PHONE: PROJECT. OWNER/ENGINEER: ........... ...... ........ PERCENT COMPLETE* CONTRACT PRICE. CONTACT PERSON: PHONE: ............. .!, ...... (USE ATTACHMENTS IF NECESSARY) L FFL CO _teA I M) _MK IS UNDER NEW N GEMENT, PLEASE LIST NAMES OF STAFF AND QUALIFICATION AND/OR EXPERIENCE OF SAID PERSONS. (PLEASE USEArTACHMENT.)' HAVE YOU OR ANY PRESENT PARTNER(S) OR OFFICER(S) FAILED TO COMPLETE A CONTRACT? IF SO, NAME OF OWNER AND/OR SURETY: CONTACT PERSON: PHONE,t ARE THERE ANY UNSATISFIED DEMANDS UPON YOU AS TO YOUR ACCOUNTS PAYABLE? IF SO, GIVE NAMES, AMOUNTS, AND EXPLANATIONS: .......... 11--l-l- ...... ...... . ........ ...... ..... . . ......... ....................... ... . ..... . . . ...... . ...... BANK REFERENCE: Bank., ,Y-E( . ............ it Address: City: Contact Person: Phone: State; Zip: _4 .1,%b ...... . ... MUNICIPALITY REFERENCE: City" C- . . .. . ...... Position; Contact Person,,' leyA Address: Z)c Phone: OTHER CREDIT REFERENCES: Name: F— itz, Address - Phone . ...... NamW. C."p sipp', Address: cal.T Phone;, .. . ... . . . .......... ha, M*qy ollver Quallficadon Statement In compliance with Invitation to Bid for above mentioned types of projects, the undersigned is submitting the information as required with the understanding that the purpose is only to assist in determining the qualifications for this organization to perform the type and magnitude of work designated, and further, guarantee the truth and accuracy of all statements made, and will accept your determination of qualifications without prejudice. The surety herein named, any other bonding company, bank, sub -contractor, supplier, or any other person(s), firm(s) or corporations with whom I (we) have done business, or who have extended any credit to me (us) are hereby authorized to furnish you with any information you may request concerning performance on previous work and my (our) credit standing with any of them; and I (we) hereby release any and all such parties from any legal responsibility whatsoever on account of having furnished such information to you. Signed.., w N � Title: G E6 Company: 71 't ... ..... 've.,..k' . T .... Date: .._ �:�.,.`..... COPY TO LOCAL UNDERWRITING OFFICE OF PROPOSED SURETY Name: tA(e. �� Phone.......... Sgos i� c� Df, Su � W Address; City: - - �,..�,.. .....�............�.. taho State: k J rf:npn� AJtY9•iU� eoNham� esl [a � Ilghlir spscslfech sp�c1Q; quafi�.allan s�6t or3;dog - i 2 - Qualification Statement QUALIFICATION STATEMENT OF BIDDER'S SURETY SUBMITTED TO: City of Anna BIDDER: Texas of All Tech electric, ADDRESS,' 194 Industrial BvdtLeL1C.8......M...._c.-K..N X .7...5...Q...6...9..........................� w w , K ,, ..., �......,................. PHONE: 1,800-43 -3226 �r�,.....a,.. ��, �...:.. .._ .,..u.� ...�w_.v....,..w.� ,�. ,........ 1. Has this surety furnished contract bonds on contracts now complete? No 2, Has this surety furnished contract bonds on contracts now incomplete? Yes 2 current open bonds) 3. What is the maximum bonding capacity of this Contractor?$1,000,000 Single, $2,000,000 Aggregate 4. Is the current financial information on this Contractor satisfactory? Yes -. 5. Does information obtained indicate accounts are paid when due? Yes If not, give details: ._. ..... �............._; .,....�................� . ............. 6, is it your opinion that the bidder has sufficient experience and financial resources to satisfactory perform the contract? Yes 7: Provided this bidder does not assume other commitments or that you do not acquire further information that In your opinion will materially affect the bidder's capacity to perform this contract, will you furnish the bonds as specified? Yes::......................::...�:.:.....:, REMARKS: ,Texasw f All Tech Electric, LLC is run b -.,a,.Zr r -at rou of eo le dedicated to continuing � their family business. �.,_ ., ..... ..� .... . _.,...,,....., ....... , ... ............. . ...... ;:...... ............................. w+...,.Y...M..w. .. w�.,.+.n,.w..«.......n+.a...a ... ..u..w.n...,..m...... SURETY: SIGNED: ..... ,....,,,., .... ___ __�...a.... TITLE: „Attorney -in- act ADDRESS, 2103 City West Blvd., Suite 1300 CiTY�. Houston STATE., TX ZIP; 77042 PHONE: 1-866-732-0099 ......m.....................................w...........,...w..ra N....r.AF'.Y.....[F...tt....a,.ana... (IN DUPLICATE) -................ ...w.................................. �...._�. �.�.��__. �..... j 1cfRrnA t pfB•1Q9 hackbtny ed tub stvWw,,A&;r - 13 - Qualification Statement rn a� v Ov aJ a1 aO C to i b J O Ln to O -�e J � C f0 Q) a) fC L O M (n Y Q) a-J m > N Q) Y LU a) L L Q) Y U � 76 U_ .L a-J U W U Q H X X X X X X X X X a� co v O a 06 N •� C "� C f0 a O � L O O U L �° O a tio c N LA v O 4J t +J t o — U � V c tin J ap J � •3 - m N m V cn N c a c r 06/26/2019 03:14:32 PM Texas of All Tech Electric, LLC Page 1 of 2 Income Statement 05/01/19 To 05/31/19 Current Year Current Period % YTD % Income 4010 - Revenue 187,074 112.0 1,356,362 83.1 4015 - Over Under Adjustments (20,085) -12.0 275,974 16.9 Total Income 166,989 100.0 1,632,336 100.0 Direct Job Expenses 5010 - Labor -Field Wages 53,423 32.0 345,884 21.2 5025 - Subcontractor - Outside Vendc 930 0.6 108,153 6.6 5030 - Material 40,741 24.4 587,254 36.0 5040 - Equipment 3,858 2.3 19,936 1.2 5045 - Supervision (953) -0.6 81,807 5.0 5050 - Other Expenses (511) -0.3 59,115 3.6 5100 - FICA & Med 4,050 2.4 24,908 1.5 5110 - Federal Unemployment 0 0.0 584 0.0 5120 - State Unemployment 0 0.0 7,392 0.5 5130 - Workers Comp 692 0.4 4,128 0.3 5200 - 401 K Employer Match 588 0.4 3,426 0.2 5900 - Operational Burden 38,362 23.0 137,147 8.4 5910 - Holiday Burden 1,248 0.8 7,502 0.5 5920 - Vacation Burden 2,339 1.4 13,662 0.8 6210 - Field Health Ins 3,980 2.4 22,506 1.4 Total Direct Job Expenses 148,747 89.1 1,423,403 87.2 Gross Profit 18,242 10.9 208,933 12.8 Indirect Expenses 6245 - Wages - Paid Leave 0 0.0 140 0.0 6250 - Welfare/Perks 0 0.0 750 0.1 6381 - Drug Screen 0 0.0 8 0.0 6400 - Warehouse Labor 0 0.0 60 0.0 6430 - FCPS Service Fee 333 0.2 2,922 0.2 6450 - T & E-Meals 0 0.0 53 0.0 6510 - Truck Repairs 0 0.0 1,130 0.1 6540 - Truck Insurance 1,005 0.6 4,918 0.3 6550-Field Auto Reimb 1,108 0.7 1,108 0.1 6570 - Truck Misc 1,602 1.0 5,039 0.3 6595 - Gas Operation 3,533 2.1 18,221 1.1 6710 - Permits (100) -0.1 0 0.0 6730 - Wages - Training 0 0.0 49 0.0 6810 - Uniforms 0 0.0 824 0.1 6860 - Cell Phones 490 0.3 2,483 0.2 6900 - Burden Offset (38,362) -23.0 (137,147) -8.4 Total Indirect Expenses (30,392) -18.2 (99,443) -6.1 G & A Expenses 6025 - Wages -Salaried Labor (5,998) -3.6 62,825 3.9 6100 - FICA & Med 1.959 1.2 9,608 0.6 6110 - Fed Unemp 0 0.0 135 0.0 6120 - State Unemp 0 0.0 1,740 0.1 06126/2019 03:14:32 PM Texas of All Tech Electric, LLC Page 2 of 2 Income Statement 05/01/19 To 05/31/19 Current Year Current Period % YTD % 6130 - Workers Comp 123 0.1 524 0.0 6200 - Profit Sharing 242 0.1 970 0.1 6215 - Mgmt Health Insurance 1,431 0.9 5,932 0.4 6315 -Warehouse Rent 800 0.5 3,850 0.2 6590 -Auto Expense Reimb 1,611 1.0 10,845 0.7 6600 - Gen Liab Ins 2,582 1.6 12,596 0.8 7130 - Workers Comp 1 0.0 3 0.0 7380 - G & A Depreciation 645 0.4 3,224 0.2 7450 - Travel Ent -Meals 118 0.1 1,490 0.1 7480 - Travel Ent -Other 49 0.0 324 0.0 7490 - Travel/Lodging 0 0.0 22 0.0 7600 -Auto-Gas 307 0.2 1,217 0.1 7680 -Association Dues 200 0.1 1,870 0.1 8040 - Clerical Staff 1,462 0.9 7,846 0.5 8100 - Fed Fica Expense 105 0.1 563 0.0 8110 - Federal Unemployment Taxes 0 0.0 18 0.0 8120 - State Unemployment Expense 0 0.0 233 0.0 8400 - Rent 2,615 1.6 13,425 0.8 8410 - Building Maintenance & Repaii 54 0.0 108 0.0 8430 - Electric 225 0.1 912 0.1 8435 - Gas 51 0.0 350 0.0 8440 - Water/Sewer 138 0.1 674 0.0 8445 - Telephone 441 0.3- 2,178 0.1 8520 - Software 810 0.5 5,793 0.4 8560 - Life Insurance 277 0.2 2,338 0.1 8600 - Professional Services 1,254 0.8 6,904 0.4 8610 -Accounting Fees 1,375 0.8 6,875 0.4 8620 - Legal Fees 360 0.2 3,092 0.2 8665 - Office Supplies 900 0.5 2,608 0.2 8675 - Office Equipment Lease 393 0.2 1,676 0.1 8680 - Postage 152 0.1 1,011 0.1 8691 - Credit card fees 35 0.0 243 0.0 8701 - Tax Penalties (13) -0.0 (138) -0.0 9924 - License Fees 28 0.0 28 0.0 Total G & A Expenses 14,729 8.8 173,912 10.7 Income from Operations 33,906 20.3 134,464 8.2 Other Income (Expenses) 6380 - Job Related Depreciation (1,914) -1.2 (9,568) -0.6 9005 - Interest Income 5,160 3.1 26,382 1.6 9010 - Interest Exp (12,872) -7.7 (64,749) -4.0 Total Other Income (Expenses) (9,625) -5.8 (47,935) -2.9 Net Profit (Loss) 24,281 14.5 86.529 5.3 07/1112019 12:18:41 PM Texas of All Tech Electric, LLC Page 1 of 2 Balance Sheet As of 05/31/19 Assets Current Assets 1110 - Cash Operating 1115 - Key Operating Account 1200 -Accounts Receivable 1214 - Cost in Excess of Billings 1215 - AR - Retention Receivable 1410 - Notes Receivable -Alltech Cle 1412 - Notes Receivable -Alltech Nas 1417 - Notes Receivable - Kelly Smith 1520 - Employee Advance 1600 - Prepaid Expense 1610 - Inventory -Tool 1620 - Inventory - Supplies Total Current Assets Fixed Assets 1800 - Leasehold Improvements 1810 - Property& Equipment 1820 -Transportation Equipment 1850 -Accumulated Depreciation 1911 -Accumulated Amortization Total Fixed Assets Other Assets 1901 -Security Deposit Office Rent 1910 - Loan Fees Total Other Assets Liabilities Current Liabilities 2000 -Accounts Payable 2004 - Billings in Excess of Cost 2005 - Current Portion of Long Term D 2008 -Accounts Payable Healthcare 2020 - Texas Sales Tax Liability 2060 - Note Payable Key Bank LOC 2210 -Accrued Expense 2215 - Accrued Holiday 2217 - Accrued Vacation 2220 - Accrued W C 2230 - FCPS Holding Account 2999 - Payable Retainage Total Current Liabilities Long -Term Liabilities 2017-NP-MC 2018-NP-MC#2 2065 - NP - Key SBA 55,000.00 163,166.75 1,319,097.86 1,343,007.00 99,188.10 (820, 801.59) 27,854.96 703,258.98 (417.41) 3,954.83 10,435.72 12,344.27 2,916,089.47 8,651.59 25,245.31 131,712.93 (143,902.30) (20,635.65) 1,071.88 3,650.00 77,382.37 81,032.37 Total Assets 2,998,193.72 648,309.49 137,853.00 77,924.98 (5,872.11) 7,995.20 535,000.00 (11,875.00) 3,802.27 (8,079.04) (97.10) (160.61) 189, 399.49 1,574,200.57 300,000.00 300,000.00 700,331.86 07/11/2019 12:18:41 PM Texas of All Tech Electric, LLC Page 2 of 2 Balance Sheet As of 05/31/19 Total Long -Term Liabilities Total Liabilities Capital 3000 - Members Capital 3005 - Partner Contributions Net Profit (Loss) 1,300,331.86 2,874,532.43 (189,948.48) 227,081.10 86,528.67 Total Capital 123,661.29 Total Liabilities & Capital 2,998,193.72 BIDDER'S BOND KNOW ALL MEN BY THESE PRESENTS, that _Texas .of...All Tech;Electric,_LLC (hereinafter called the Principal(s)), as Principal(s), and SureTec Insurance Company___ (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF AN NA (hereinafter called the Obligee), in the amount of Five Percent of Greatest Amount Bid_ Dollars ($- 5% G _.A.,B. ••• ••..) (an amount equal to five percent of the Total Bid Price, including Cash Allowances and Alternate Bids, if any) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted on or about this day a proposal offering to perform the following project: HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING NOW, THEREFORE, if the said Principal's bid as stated in its proposal is accepted by the City, and said Principal executes and returns to the City the number of original counterparts of the Contract Agreement required by the City, on the forms prepared by the City, for the work described herein and also executes and returns the same number of the Performance, Payment and Maintenance Bonds (such bonds to be executed by a Corporate Surety authorized by the State Board of Insurance to conduct insurance business in the State of Texas, and having an underwriting limitation in at least the amount of the bond) in connection with the work described herein, within the time specified, then this obligation shall become null and void; otherwise it is to remain in full force and effect. In the event that the Principal is unable to or fails to perform the obligations undertaken herein, the undersigned Principal and Surety shall be liable to the City for the full amount of this obligation which is hereby acknowledged as the amount of damages which will be suffered by the City on account of the failure of such Principal to perform such obligations, the actual amount of such damages being difficult to ascertain. Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle, with proper postage affixed (certified mail, return receipt requested), addressed to the respective other party at the address prescribed in the Contract Documents, or at such other address as the receiving party may hereafter prescribe by written notice to the sending party. j:icle sl'�n�a`aJ -' hackberry se', log, dx B-1 Bonds IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this 11th day of July , 20, 19 SureTec Insurance Comp --_•e- __ Su rety Print Name: Felix Navejar Title: Attorney -in -Fact -... w Address: 2 03 Cit . West .Blvd; Suite 1300 x...-................... Houston, TX 77042_ Phone/Fax: 1-866-732-009.9 Texas of All Tech Electric, LLC _.._._-.....................--,..-,,. Principal By Print Name: Title: Address: 194 Industrial Blvd., Suite 108 McKinney,TX 75069 Phone/Fax: 1-$pQ.-4.3-32:28 ............................... The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the TrM sulist of approved s reties, and hereby designates Felix Nave'ar _ x an agent resident in Tarrant County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. _SureTec Insurance Company -,� Surety By: Print Name, Fe ix Naveiar,, w- Address: 2103_City West _Blyd.,_Suite 1300 Houston, TX 77042 Phone/Fax. _1-866-732-0099 NOTE: If signed by an officer of the Surety Company, there must be on file a certified extract from the bylaws showing that this person has authority to sign such obligation. If signed by are Attorney-;#TQ Fact, w must have a copy of the mower of Attorney for our files, AND ATE THIS BOND. �`/r �• fit. � , �� , ".v ._..__-_.__,�,...,_.._._".----"""--""""-'..__...„"............•...,.�.,,are.-.,.......-......,,..........,,,.�.�,..........e........................................�,.......,....,,.-•..,....-•- j:lclericaKanna\2019.109 hackberry eel logo ltghWv%pMV8d gwd14-bonda.doc 8-2 BOIIdS SureTec Insurance Company THIS BOND RIDER CONTAINS IMPORTANT COVERAGE INFORMATION Statutory Complaint Notice/Filing of Claims To obtain information or make a complaint: You may call the Surety's toll free telephone number for information or to make a complaint or file a claim at: 1-866-732-0099. You may also write to the Surety at: SureTec Insurance Company 9737 Great Hills Trail, Suite 320 Austin, TX 78759 You may contact the Texas Department of Insurance to obtain information on companies, coverage, rights or complaints at 1-800-252- 3439. You may write the Texas Department of Insurance at PO Box 149104 Austin, TX 78714-9104 Fax#: 512-490-1007 Web: http://www.tdi.state.tx.us Email: ConsumerProtection tr tdi.texas. av PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim, you should contact the Surety first. If the dispute is not resolved, you may contact the Texas Department of Insurance. Texas Rider 06042014 POA #: 4221029 SureTec Insurance Company LIMITED POWER OF ATTORNEY Know All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint Clem F. Lesch, Eric Lesch, Melissa Lesch, Felix Navejar its true and lawful Attorney -in -fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for, providing the bond penalty does not exceed Five Million and 00/100 Dollars ($5,000,000.00) and to bind the Company thereby as fully and to the same extent as if such bond were signed by the CEO, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney -in -Fact may do in the premises. Said appointment is made under and by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company: Be it Resolved, that the President, any Vice -President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attomey(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted at a meeting held on ATI of April, 1999.) In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its CEO, and its corporate seal to be hereto affixed this 13th day of July , A.D. 2018 .. �V' c, SURETEC CE PANY w 1 i s John Kr Jr., C State of Texas ss:s+., County of Harris ••...... " On this 13th day of Judy , A.D. 2018 before me personally came John Knox Jr., to me known, who, being by me duly sworn, did depose and say, that he resides in Houston, Texas, that he is CEO of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. — — — :,rltlh CHAk;E' l 2Q2 f< . 12:t;17e59 Xe avez Notary Public J"`` f— commission expires September 192020 , L-:. - I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect; and furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. / f_ Given under my hand and the seal of said Company at Houston, Texas this day of i , A.D. ,r,tlalEtt� �o \ltidl'lllf•,��f•�lt C - i'.' " 9 V /Z Al .... -; Br t eaty, Assi tent $ecreta Any instrument issued in excess of the penalty stated above is tflt<a�iy vgFd and w tlacut�aby +'talidity. For verification of the authority of this power you may call (713)-:8q- -P00 a�y�'tis�iess; y between 8:30 am and 5:00 pm CST. cif •.,..•`�« \,��. r`r//fillIIIt%\\\fir` CONTRACT AGREEMENT THIS Hackberry Elevated Storage Tank Logo Lighting Contract (hereinafter this "Contract Agreement") entered into this day of , 20 by and between the CITY OF ANNA, TEXAS, a Texas municipal corporation, ("City") and ("Contractor"), located at WITNESSETH: WHEREAS, the City wishes to contract for the project identified as Hackberry Elevated Storage Tank Logo Lighting (the "Project"); and WHEREAS, the Project shall include all work and activities necessary to complete the following scope of work (hereinafter referenced as "Work"): HACKBERRY ELEVATED STORAGE TANK LOGO LIGHTING in accordance with the Contract Documents as that term is defined herein; and WHEREAS, the Contractor has represented to the City that its personnel are qualified to provide the Work required in this Contract Agreement in a professional, timely manner as time is of the essence; and WHEREAS, the City has relied upon the above representations by the Contractor; and WHEREAS, the City's consulting engineer has recommended that an agreement for aforesaid construction be entered into with the Contractor; NOW, THEREFORE, for and in consideration of these premises, of the mutual covenants herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. DOCUMENTS INCORPORATED BY REFERENCE This Contract Agreement includes the recitals set forth above and the following documents: Invitation to Bid; Notice to Bidders; Qualification Statement of Bidders; Qualification Statement of Bidder's Surety; Prevailing Wage Rates for Municipal Construction in Anna, Texas; Vendors Compliance to State Law; Conflicts of Interest Questionnaire; Affidavit Against Prohibited Acts; Proposal and Bid Form; Request for Certificate of Exemption from Texas Limited Sales, Excise and Use Tax; Contract Agreement; Bidders Bond; Performance Bond; Payment Bond; Maintenance Bond; Certificate of Insurance; jiclericallanna\2019-109 hackberry est logo lighting\specs\tech-spec\13agreement doc CA-1 Contract Agreement Notice to Proceed; Any executed Change Orders; Supplementary General Provisions and Technical Specifications; and, Plans, Specifications and Drawings and all other documents made available to bidder for his inspection in accordance with Invitation to Bid,' all of which are hereby incorporated herein by reference, whether or not attached hereto, and made a part hereof (hereinafter along with this Contract Agreement and referenced collectively as the "Contract" or "Contract Documents"). Change Orders issued hereafter, Construction Change Directives, a Direction for a Minor Modification in the Work issued by the City, and any other amendments executed by the City and the Contractor, shall become and be a part of the Contract Documents. Documents not included or expressly contemplated in this Section 1 do not, and shall not, form any part of the Contract. The Contract Documents are intended to be complementary, and a requirement in one document shall be deemed to be required in all documents. However, in the event of any conflict between any of the above -listed documents and this Contract Agreement, this Contract Agreement shall control. Section 2. REPRESENTATIONS OF THE CONTRACTOR In order to induce the City to execute the Contract and recognizing that the City is relying thereon, the Contractor, by executing the Contract, makes the following express representations to the City: 2.01 The Contractor is fully qualified to act as the general contractor for the Project and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the general contractor for, and to construct the Project; 2.02 The Contractor has become familiar with the Project site and the local conditions under which the Project is to be constructed and operated; 2.03 The Contractor has received, reviewed and examined all of the documents which make up the Contract, including, but not limited to all plans and specifications, and has found them to the best of its knowledge, to be complete, accurate, adequate, consistent, coordinated and sufficient for construction. Section 3. INTENT AND INTERPRETATION With respect to the intent and interpretation of the Contract, the City and the Contractor agree as follows: 3.01 This Contract Agreement (along with its exhibits and other documents expressly referenced in Section 1, above), together with the Contractor's and Surety's bid/proposal bond, performance and payment bonds, and maintenance bonds for the Project constitute the entire and exclusive agreements between the parties with reference to the Project, and said Contract supersedes any and all prior discussions, communications, representations, understandings, negotiations, or agreements. 1 If plans, specifications or drawings are too bulky or cumbersome to be physically bound, they are to be considered incorporated by reference into the aforementioned contract documents. j:lclericallanna120l9-109 hackberry est logo lightinglspecsltech-specll3•agreement,doe CA-2 Contract Agreement 3.02 Anything that may be required, implied or reasonably inferred by the documents which make up the Contract, or any one or more of them, shall be provided by the Contractor with no increase to the Contract Price; 3.03 Nothing contained in the Contract shall create, nor be interpreted to create, privity or any other relationship whatsoever between the City and any person except the Contractor; 3.04 When a word, term, or phrase is used in the Contract, it shall be interpreted or construed first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage; 3.05 Wherever the Contract calls for "strict" compliance or conformance with the Contract Documents as to matters —other than compliance with time limits, providing an updated schedule, and claim and change order procedures the term shall mean within tolerances as described specifically in the Contract Documents, or if not specifically described, within industry standards and tolerances for deviation for the specific item or procedure in question; 3.06 The words "include", "includes", or "including", as used in the Contract, shall be deemed to be followed by the phrase, "without limitation'; 3.07 The listing herein of any items as constituting a material breach of the Contract shall not imply that any other, non listed item will not constitute a material breach of the Contract; 3.08 The Contractor shall have a continuing duty to read, examine, review, compare and contrast each of the documents which make up the Contract, shop drawings, and other submittals and shall give written notice to the City of any conflict, ambiguity, error or omission which the Contractor may find with respect to these documents, before proceeding with the associated part of the Work. The express or implied approval by the City or its designee of any shop drawings or other submittals shall not relieve the Contractor of the continuing duties imposed hereby, nor shall any such approval be evidence of the Contractor's compliance with the Contract. If the Contractor performs any activity knowing it involves an error, inconsistency or omission which was recognized, obvious, or reasonably should have been recognized, without such notice to the City, the Contractor shall assume responsibility for such performance and shall bear the costs for correction; 3.09 In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up the Contract, the following shall control: (1) as between this Contract Agreement and any other document, this document shall govern; or, (2) in the case of any conflict, discrepancy or inconsistency among any of the other Contract Documents, and such conflict is not resolved by reference to the Supplementary General Provisions and Technical Specifications, then the Contractor shall notify the City immediately upon discovery of same for resolution. jAdedca0anna\2019-109 hackberry esl logo lightinglspecs\tech-spec\13-agreement doc CA-3 Contract Agreement Section 4. CONTRACTOR'S PERFORMANCE The Contractor shall perform all of the Work required, implied or reasonably inferable from the Contract including, but not limited to, the following: 4.01 The Contractor will complete the entire Work described in the Contract Documents, except as specifically identified therein as the work of other parties or expressly excluded by specific reference, in accordance with the terms herein. 4.02 The furnishing of any and all required surety bonds and insurance certificate(s) and endorsement(s); 4.03 The provision or furnishing, and prompt payment therefor, of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage," disposal, power, fuel, heat, light, cooling, or other utilities, required for construction and all necessary building permits and other permits or licenses required for the construction of the Project; 4.04 The creation and maintenance of a detailed and comprehensive copy of the drawings, specifications, addenda, change orders and other modifications depicting all as -built construction. Said items shall be submitted to the City, along with other required submittals upon Completion of the Project, and receipt of same by the City shall be a condition precedent to final payment to the Contractor. The Contractor shall prepare and submit final as -built drawings to the City. Section S. TIME FOR CONTRACTOR'S PERFORMANCE; DELAYS 5.01 The Contractor shall commence the performance of the Contract on the date set forth in the Notice to Proceed issued by the City Manager or the City Manager's designee and shall diligently continue its performance to and until Completion of the Project. The Contractor shall accomplish Completion (as defined herein below) of the Project not more than Seventy (70) consecutive calendar days following the issuance of the Notice to Proceed, (sometimes hereinafter referred to as the "Contract Time"). This Contract Time includes Ten (10) inclement weather days. By signing the Contract, the Contractor agrees that the Contract Time is a reasonable time for accomplishing Completion of the Project and completion of the Project within the Contract Time is of the essence. 5.02 The Contractor shall pay the City the sum of $500 per day for each and every calendar day of unexcused delay in achieving Substantial Completion beyond the date set forth herein for Substantial Completion. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at the time of executing the Contract. When the City reasonably believes that Substantial Completion will be inexcusably delayed, the City shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the City to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the City has withheld payment, the City shall promptly release to the Contractor those funds withheld over and above what ultimately came due as liquidated damages; 5.03 The term "Substantial Completion", as used herein, shall mean the point at which, as certified in writing by the City's consulting architect/engineer or other appropriate independent contractor or representative and approved by the City, the Project is at a level of completion in strict jAclerical\anna\2019-109 hackberry ast logo lighting\specs\lech-spec\13-agreement doc CA-4 Contract Agreement compliance with the Contract such that the City or its designee can enjoy beneficial use or occupancy and can legally occupy, use or operate it in all respects, for its intended purpose. Partial use or occupancy of the Project shall not result in the Project being deemed substantially complete, and such partial use or occupancy shall not be evidence of Substantial Completion. 5.04 All limitations of time set forth herein are material and are of the essence of the Contract. 5.05 Contractor agrees to punctually and diligently perform all parts of the Work at the time scheduled in this Contract Agreement. In this connection, Contractor agrees that it will keep itself continually informed of the progress of the job and will, upon its own initiative, confer with the City so as to plan its Work in coordinated sequence with the work of the City, if any, and of others and so as to be able to expeditiously undertake and perform its work at the time most beneficial to the entire Project. The Contractor will be liable for any loss, costs, or damages sustained by the City for delays in performing the Work hereunder, other than for excusable delays, as set forth in 5.06 below, for which Contractor may be granted a reasonable extension of time. 6.06 If the Contractor is delayed at any time in the progress of the Work by any separate contractor employed by the City, or by changes in the Work, or by labor disputes, fire, unusual delay in transportation, unusually severe weather conditions, unavoidable casualties, delays specifically authorized by the City, or by causes beyond the Contractor's control, avoidance, or mitigation, and without the fault or negligence of the Contractor and/or subcontractor or supplier at any tier, then the contract time shall be extended by Change Order for such reasonable time, if any, as the City may determine that such event has delayed the progress of the Work, or overall completion of the Work if the Contractor complies with the notice and documentation requirements set forth below. (1) If the Contractor is delayed, obstructed, hindered or interrupted for a period of time exceeding seven calendar days by any act or neglect of the City, an adjustment shall be made for any increase in the direct cost of performance of this contract (excluding profit, extended home office overhead, incidental or consequential damages or disruption damages) and the Contract modified in writing accordingly. The Contractor must assert its right under this section by giving written notice to the City Manager within10 calendar days of the beginning of a delay, obstruction, hindrance or interruption by the City. No adjustment shall be made for any delay, obstruction, hindrance or interruption after final payment under this contract or to the extent that performance would have been so delayed, obstructed, hindered or interrupted by any other cause, including, but not limited to concurrent cause or fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this contract. The direct costs described above shall be limited to those direct costs attributable solely to this project, and shall be subject to documentation and verification of costs as required by the City. If unit prices are established in the Contract Documents or subsequently agreed upon, they shall form the basis for cost calculations under any claims for delay. (2) Any claim for extension of time shall be made in writing to the City, not more than 10 calendar days from the beginning of the delay. The notice shall indicate the cause of delay upon the progress of Work. If the cause of the delay is continuing, the Contractor must give such written notice every 10 calendar days. Within 10 calendar days after the elimination of any such delay, the Contractor shall submit further documentation of the delay and a formal Change Order request for an extension of time for such delay. (3) The written request for a time extension shall state the cause of the delay, the number of calendar days extension requested, and such analysis and other documentation as is jAclericaNanna\2019-109 hackberry est logo lighting\specs\tech-speck13-agreement doc CA-5 Contract Agreement reasonably requested by the City to demonstrate a delay in the progress of the Work or the overall project completion. If the Contractor does not comply with the above notice and documentation requirements, the claim for the delay shall be waived by the Contractor. The above notice and documentation requirements shall also be a condition precedent to the Contractor's entitlement to any extension of time. (4) Extensions of time will be the contractor's primary remedy for any and all delays, obstructions, hindrances, or interference. Payment or compensation, for direct costs only (as set forth above), may be made to the Contractor for hindrances or delays solely caused by the City if such delays or hindrances are within the City's ability to control and are not partially caused by the Contractor or any of its agents, subcontractors or others for whom it is responsible. No payment or compensation will be made for interference, obstructions, hindrances or delays which are not solely caused by the City and which the City fails to cure after a reasonable period after written notice. (5) Without limitation, the City's exercise of its rights under provisions related to changes to the Work, regardless of the extent or number of such changes, or the City's exercise of any of its remedies or any requirement to correct or re -execute defective Work, shall not under any circumstances be construed as delays, hindrances or interference compensable further than as described herein. Section 6. FIXED PRICE AND CONTRACT PAYMENTS 6.01 The City shall pay, and the Contractor shall accept, as full and complete payment for the Contractor's timely performance of its obligations hereunder the fixed price of $ The price set forth in this Section 6.01 shall constitute the Contract Price, which shall not be modified except by Change Order or adjustment pursuant to approved unit prices, if any, as provided in the Contract. 6.02 The City shall pay the Contract Price to the Contractor in accordance with the procedures set forth in this Section 6 and as set forth here: (1) On or before the 101h calendar day of each month after commencement of performance, but no more frequently than once monthly, the Contractor may submit a payment request for the period ending the last calendar day of the previous month (the "Payment Request"). Said Payment Request shall be in such format and include whatever supporting information as may be required by the City. Therein, the Contractor may request payment for 90% of that part of the Contract Price allocable to Contract requirements properly provided, labor, materials and equipment properly incorporated in the Project, and materials or equipment necessary for the Project and properly stored at the Project site (or elsewhere if offsite storage is approved in writing by the City), less the total amount of previous payments received from the City. Payment for materials stored offsite shall be at the discretion of the City and if approved, the Contractor shall provide appropriate documentation to substantiate materials are stored in a bonded warehouse or facility, title or other proof of ownership has been transferred to the City, and that materials have been purchased and paid for by the Contractor (copies of paid invoices must be submitted to the City with payment request). Risk of loss shall be borne by, and insurance must be provided by the Contractor while in storage, transit and use during construction. At 75% completion of the Contract, by dollar value, and at the option of the City, retainage may be reduced to 5% plus an additional amount as detailed in Section 6.06 below for any part of the Work that is defective or non -conforming and in Section 5.02 above for anticipated liquidated damages. JAclericahanna\2019-109 hackberry est logo lighting\specs\tech-spec\13agreemenl doc CA-6 Contract Agreement (2) Amounts reflected in Change Orders may be included in Payment Requests to the extent they are not in dispute and subject to final approval of cost to the City for such changes in work. (3) Each Payment Request shall be signed by the Contractor and shall constitute the Contractor's representation that the quantity of Work has reached the level for which payment is requested, that the Work has been properly installed or performed in strict compliance with the Contract, and that the Contractor knows of no reason why payment should not be made as requested. (4) Thereafter, the City shall review the Payment Request and may also review the Work at the Project site or elsewhere to determine whether the quantity and quality of the work is as represented in the Payment Request and is as required by the Contract. The amount of each such payment shall be the amount approved for payment by the City less such amounts, if any, otherwise owing by the Contractor to the City or which the City shall have the right to withhold as authorized by the Contract, subject to approval by the City. Approval of the Contractor's Payment Requests shall not preclude the City from the exercise of any of its rights as set forth in 6.06 herein below. (5) The submission by the Contractor of a Payment Request also constitutes an affirmative representation and warranty that all work for which the City has previously paid is free and clear of any lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, the Contractor shall, if required by the City, also furnish to the City properly executed waivers of lien or claim, in a form acceptable to the City, from all subcontractors, materialmen, suppliers or others having lien or claim rights, wherein said subcontractors, materialmen, suppliers or others having lien or claim rights, shall acknowledge receipt of all sums due pursuant to all prior Payment Requests and waive and relinquish any liens, lien rights or other claims relating to the Project site. Furthermore, the Contractor warrants and represents that, upon payment of the Payment Request submitted, title to all work included in such payment shall be vested in the City. 6.03 When payment is received from the City, the Contractor shall within seven calendar days pay all subcontractors, material men, laborers and suppliers the amounts they are due for the work covered by such payment. In the event the City becomes informed that the Contractor has not paid a subcontractor, material man, laborer, or supplier as provided herein, the City shall have the right, but not the duty, to issue future checks and payment to the Contractor of amounts otherwise due hereunder naming the Contractor and any such subcontractor, material man, laborer, or supplier as joint payees. The City shall notify the Contractor of its intent to implement such a procedure, and will give the Contractor a reasonable period to cure any such failure prior to implementing the procedure. Such joint -check procedure, if employed by the City, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check as a co -payee and shall not be deemed to commit the City to repeat the procedure in the future. 6.04 Neither payment to the Contractor, full or partial utilization of the Project for any purpose by the City, nor any other act or omission by the City shall be interpreted or construed as an acceptance of any work of the Contractor not strictly in compliance with the Contract; 6.05 After written notice to the Contractor and a reasonable opportunity to cure, the City shall have the right to refuse to make payment, in whole or in part, and, if necessary, may demand the return of a portion or all of the amount previously paid to the Contractor due to: j1dericallannal2019-109 hackberry est logo lighting\specs\tech-specH3-agreement.doc CA-7 Contract Agreement (1) The quality of a portion, or all, of the Contractor's work not being in accordance with the requirements of the Contract; (2) The quantity of the Contractor's work not being as represented in the Contractor's Payment Request, or otherwise; (3) The Contractor's rate of progress being such that, in the opinion of the City, Substantial Completion may be inexcusably delayed; (4) The Contractor's failure to use Contract funds, previously paid the Contractor by the City, to pay Contractor's Project -related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers; (5) Claims made, or likely to be made, against the City or its property for which the Contractor or its agents or subcontractors or others for whom it is responsible are, or reasonably appear to be at fault; (6) Loss caused by the Contractor; (7) The Contractor's failure or refusal to perform any of its obligations to the City, after written notice and a reasonable opportunity to cure as set forth above. In the event that the City makes written demand upon the Contractor for amounts previously paid by the City as contemplated in this Section 6.05, the Contractor shall promptly comply with such demand. The City's rights hereunder survive the term of this Contract Agreement, are not waived by final payment and/or acceptance, and are in addition to Contractor's obligations elsewhere herein. 6.06 When the Contractor believes that Substantial Completion has been achieved, the Contractor shall notify the City in writing and shall furnish a listing of those matters, if any, yet to be finished. The City will thereupon conduct a site review to confirm that the Project is in fact substantially complete. If the City, through its review, finds that the Contractor's work is not substantially complete, and is required to repeat all, or any portion, of such review, the Contractor shall bear the cost of such repeat site review(s), which cost may be deducted by the City from any payment then or thereafter due to the Contractor. Guarantees and equipment warranties required by the Contract shall commence on the date of Substantial Completion. Upon Substantial Completion, the City shall pay the Contractor an amount sufficient to increase total payments to the Contractor to 100% of the Contract Price less any amounts attributable to damages, and less 150% of the costs, as reasonably determined by the City, incurred for the City to complete any incomplete work, correcting and bringing into conformance all defective and nonconforming work, and handling any outstanding or threatened claims. Such a calculation by the City of costs for completing all incomplete work, correcting and bringing into conformance all defective and nonconforming work, and handling any outstanding or threatened claims shall not bar the City from exercising its stated rights elsewhere in the Contract, or otherwise as provided by law for any incomplete, defective or nonconforming work or claims that are discovered by the City after the date of making such calculation or after the date of any partial or final payment, whether or not such incomplete, defective or nonconforming work or claims were obvious or should have been discovered earlier. 6.07 When the Project is finally complete and the Contractor is ready for a final review, it shall notify the City thereof in writing. Thereupon, the City will perform a final site review of the Project. If the City concurs that the Project is complete in full accordance with the Contract and that the Contractor has performed all of its obligations to the City hereunder, the Contractor will furnish a final Approval for Payment to the City certifying to the City that the Project is complete and the j:lcledca1lanna12019.109 hackbeny esl logo lightinglspecsltech-speckl3•agreement.doc CA-8 Contract Agreement Contractor is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to the Contract. If the City is unable to issue its final Approval for Payment and is required to repeat its final review of the Project, the Contractor shall bear the cost of such repeat review(s), which costs may be deducted by the City from the Contractor's final payment; 6.08 The City shall, subject to its rights set forth in Section 6.06 above and elsewhere in the Contract, endeavor to make final payment of all sums due the Contractor within 30 calendar days of the final Approval for Payment, with the exception of items in dispute or concerning which the City has exercised any of its rights to investigate or remove. Section 7. INFORMATION AND MATERIAL SUPPLIED BY THE CITY 7.01 The City has furnished to the Contractor, prior to the execution of this Contract Agreement, all written and tangible material in its possession relevant to the conditions at the site of the Project. Such written and tangible material has been furnished to the Contractor only in order to make complete disclosure of such material as being in the possession of the City and for no other purpose. By furnishing such material, the City does not represent, warrant, or guarantee its accuracy either in whole, in part, implicitly or explicitly, or at all. 7.02 Differing site conditions. The Contractor shall promptly, and before such conditions are disturbed, notify the City in writing of: (1) subsurface or latent physical conditions at the site differing materially from those indicated in the contract, or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this contract. The City shall investigate the conditions, and if it finds that such conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the Work under the Contract, whether or not changed as a result of such conditions, an adjustment shall be made, through negotiation and mutual agreement, and the contract modified in writing accordingly. Section 8. CEASE AND DESIST ORDER/OWNER'S RIGHT TO PERFORM WORK 8.01 In the event the Contractor fails or refuses to perform the Work, or any separable part thereof, as required herein, or with the diligence that will ensure its proper, timely completion in accordance with the contract documents, the City may instruct the Contractor, by written notice, to cease and desist further Work, in whole or in part, or to correct deficient Work. Upon receipt of such instruction, the Contractor shall immediately cease and desist, or proceed, as instructed by the City. In the event the City issues such instructions to cease and desist, the Contractor must, within seven calendar days of receipt of the City's instructions, provide a written, verified plan to eliminate or correct the cause of the City's order, which plan appears to the City to be reasonable, actually attainable and in good faith. In the event that the Contractor fails and/or refuses to provide such a plan or diligently execute an approved plan, then the City shall have the right, but not the obligation, to carry out the Work, or any portion thereof, with its own forces, or with the forces of another contractor, and the Contractor shall be fully responsible and liable for the costs of the City performing such work, which costs may be withheld from amounts due to the Contractor from the City. The rights set forth herein are in addition to, and without prejudice to, any other rights or remedies the City may have against the Contractor. If Work completed by the City or other contractor affects, relates to, is to be attached onto or extended by later Work of the Contractor, the Contractor shall, prior to proceeding with the later Work, and to the extent visible, report any apparent defects or variance from the Contract requirements which would render the Contractor's later Work not in compliance with the Contract requirements or defective or not in compliance with warranties or other obligations of the Contractor hereunder. JAclericahanna\2019-109 hackberry est logo lighting\specs\tech-spec\13-agreement doe CA-9 Contract Agreement 8.02 The provisions of this section shall be in addition to the City's ability to remove portions of the Work from the Contract and complete it separately. Section 9. CONTRACTOR'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES In addition to any and all other duties, obligations and responsibilities of the Contractor set forth in the Contract Documents, the Contractor shall have and perform the following duties, obligations and responsibilities to the City: 9.01 Reference is hereby made to the continuing duties set forth in Section 3.08 above, which are by reference hereby incorporated in this Section 9.01. The Contractor shall not perform work without adequate plans and specifications, or without, as appropriate, approved shop drawings, or other submittals. If the Contractor performs work knowing or believing, or if through exercise of reasonable diligence it should have known that such work involves an error, inconsistency or omission in the Contract without first providing written notice to the City, the Contractor shall be responsible for such work and shall correct same bearing the costs set forth in Section 3.08 above. 9.02 All work shall strictly conform to the requirements of the Contract. To that end, the Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work, unless otherwise specified in the Contract Documents; 9.03 The work shall be strictly supervised, the Contractor bearing full responsibility for any and all acts, errors or omissions of those engaged in the work on behalf of the Contractor, including, but not limited to, all subcontractors and their employees. The Contractor shall maintain an on - site superintendent while any portion of the Work is being performed. The Contractor shall operate exclusively in the capacity of the City's independent contractor as to all work it performs under the Contract, and not as an agent, employee, or representative of the City; 9.04 The Contractor hereby warrants that all laborers furnished under the Contract shall be qualified and competent to perform the tasks undertaken, that the product of such labor shall yield only first-class results, that all materials and equipment provided shall be new (unless otherwise specified) and of high quality, that the completed work will be complete, of high quality, without defects, and that all work strictly complies with the requirements of the Contract. Any work not strictly complying with the requirements of this the Contract shall constitute a breach of the Contractor's warranty. 9.05 The Contractor will be responsible for acquiring all required permit(s)—except as specifically stated in Section 22.01 below —and calling for all required or routine inspections. The Contractor will cooperate with and abide by the decision of inspectors having jurisdiction. Should the Contractor have a dispute with any inspector or entity having jurisdiction, the Contractor shall promptly notify the City Manager or the City Manager's designee. The Contractor shall comply with all legal requirements applicable to the work 9.06 The Contractor shall employ and maintain at the Project site only competent, qualified full time supervisory personnel. Key supervisory personnel assigned by the Contractor to this Project are as follows: NAME FUNCTION JAclerical\anna\2019.109 hackberry est logo lightin9\specs\tech-spec\13-agreemenl.doc CA-10 Contract Agreement If at any time the City reasonably determines that any employee of the Contractor is not properly performing the Work in the best interest of the City or the Project, or is hindering the progress of the Work, or is otherwise objectionable, the City shall so notify the Contractor, which shall replace the employee as soon as possible, at no increased cost to the City. 9.07 The Contractor must submit to the City the Contractor's schedule for completing the work prior to submittal of the first application for payment. The City will not review any payment request until such schedule has been submitted and approved. Such schedule shall be in a form as specified in the Contract or which shall have been approved by the City Manager or the City Manager's designee, and which shall provide for expeditious and practicable construction of the Project. The Contractor's schedule shall be updated no less frequently than monthly (unless the parties otherwise agree in writing) and shall be updated to reflect conditions encountered from time to time and shall apply to the total project. Each such revision shall be furnished to the City. Strict compliance with the requirements of this Section 9.07 shall be a condition precedent to payment to the Contractor, and failure by the Contractor to strictly comply with said requirements shall constitute a material breach of the Contract. 9.08 The Contractor shall keep an updated copy of the Contract Documents at the site. Additionally, the Contractor shall keep a copy of approved shop drawings and other submittals. All of these items shall be available to the City during all regular business hours. 9.09 Shop drawings and other such submittals from the Contractor do not constitute a part of the Contract. The Contractor shall not do any work requiring shop drawings or other submittals unless such shall have been approved in writing by the City or as required by the Contract Documents. All work requiring approved shop drawings or other submittals shall be done in strict compliance with such approved documents or Contract requirements. However, approval by the City shall not be evidence that work installed pursuant thereto conforms with the requirements of the Contract, and shall not relieve the Contractor of responsibility for deviations from the Contract unless the City has been specifically informed of the deviation by a writing incorporated in the submittals and has approved the deviation in writing. The delivery of submittals shall constitute a representation by the Contractor that it has verified that the submittals meets the requirements of the Contract, or will do so, including field measurements, materials and field construction criteria related thereto. The City shall have no duty to review partial submittals or incomplete submittals. The Contractor shall have the duty to carefully review, inspect, examine and physically stamp and sign any and all submittals before submission of same to the City. 9.10 The Contractor shall maintain the Project site and adjacent areas affected by its work and/or the acts of Its employees, materialmen and subcontractors in a reasonably clean condition during performance of the work. Upon substantial completion, the Contractor shall thoroughly clean the Project site of all debris, trash and excess materials or equipment. If the Contractor fails to do so, the City may complete the cleanup, by its own forces or by separate contract, and shall be entitled to charge the Contractor for same through the collection or withholding of funds through the mechanisms provided elsewhere in this Contract Agreement; Jkledcal\anna\2019.109 hackberry est logo lighting\.specs\tech-spec\13-agreement.doc CA-19 Contract Agreement 9.11 At all times relevant to the Contract, the Contractor shall permit the City and its consultants to enter upon the Project site and any offsite lay down areas, safety permitting, and to review or inspect the work and any materials on any such site, without formality or other procedure. 9.12 The Contractor recognizes that the City may enter into other contracts to perform work relating to the Project, or to complete portions of the Work itself. The Contractor shall ensure that its forces reasonably accommodate the forces of the City and other contractors hired by the City. The Contractor shall coordinate its schedule with the work of other contractors. If the Contractor claims that delay or damage results from these actions of the City, it shall promptly submit a claim as provided herein. 9.13 Protection of persons and property. (1) It shall be the responsibility of the Contractor to initiate, continue and supervise all safety programs and precautions in the performance of the terms of the Contract. The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to its employees, subcontractors' employees, employees of the City and members of the public, the Work itself and unassembled components thereof, and other property at the site or adjacent thereto. As part of the Contractor's obligations hereunder, the Contractor shall erect and maintain all necessary and prudent safeguards, barriers, signs, warnings, etc. (2) With notice to the City, the Contractor shall promptly remedy loss or damage to the Work or any person or property described herein caused in whole or in part by the acts of the Contractor or any subcontractor, sub -subcontractor or materialman. This obligation shall be in addition to the requirements of Section 10 herein. The City may direct the Contractor to remedy known violations of applicable laws, rules, regulations, and interpretations related to safety when and if observed on the site. However, through exercising this authority the City shall not incur any obligations to monitor, initiate, continue, or supervise safety programs and precautions such to diminish the Contractor's primary role in same. The City shall have the right to report suspected safety violations to the Occupational Safety and Health Administration (OSHA) or other appropriate authorities. (3) The Contractor shall promptly notify the City upon discovery of any unidentified material which Contractor reasonably believes to be asbestos, lead, PCB, or other hazardous material, and shall immediately stop work in the affected area of the Project. The Contractor shall not be responsible for removal or other work with regard to such hazardous material unless otherwise agreed between the City and the Contractor. In the case of work stopped due to the discovery of hazardous materials, Section 6 shall apply to claims for delay, hindrance or interference. Work will resume in the affected area of the Project immediately after such time as the hazardous material has been removed or rendered harmless, as certified by an industrial hygienist to be engaged by the City. 9.14 The Contractor warrants to the Owner that materials and equipment furnished under the Contract are of good quality and new unless otherwise required or permitted under the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If iklericallanna\2019-109 hackberry est logo lighting5specs%tech-spec\13-agreementdoc CA-12 Contract Agreement required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Section 10. INDEMNITY Except for expenses or liabilities arising from the negligence of the City, the Contractor hereby expressly agrees to indemnify and hold the City harmless against any and all expenses and liabilities arising out of the performance or default of the Contract as follows: Contract Agreement. Section 11. CLAIMS BY THE CONTRACTOR Claims by the Contractor against the City, other than for time extensions covered by Section 6 hereof, are subject to the following terms and conditions: 11.01 All Contractor claims against the City shall be initiated by a written claim submitted to the City. Notice of such claim shall be received by the City no later than either 10 calendar days after the event, or 10 calendar days after the first appearance of the circumstances causing the claim, whichever is sooner, and same shall set forth in detail all known facts and circumstances supporting the claim. Final costs associated with any claim upon which notice has been filed must be submitted in writing to the City within 30 calendar days after notice has been received; 11.02 The Contractor and the City shall continue their performance hereunder regardless of the existence of any claims submitted by the Contractor including claims set forth in Section 6 hereof; 11.03 In the event the Contractor discovers previously concealed and unknown site conditions which are materially at variance from those typically and ordinarily encountered in the general geographical location of the Project, the Contract Price may, with the approval of the City, be modified, either upward or downward, upon the written notice of claim made by either party within 10 calendar days after the first appearance to such party of the circumstances. Final costs must be submitted within 30 calendar days after such notice is received by the City, unless extended by written agreement of the parties. As a condition precedent to the City having any liability to the Contractor due to concealed and unknown conditions, the Contractor must give the City written notice of, and an opportunity to observe, such condition prior to disturbing it. The failure by the Contractor to give the written notice and make the claim as provided by this j:lcler11callenna@019-109 hackberry est logo lighting\specsltech-spec113-agreement.doc CA-13 Contract Agreement Section 11.03 and as required elsewhere under the Contract shall constitute a waiver by the Contractor of any rights arising out of or relating to such concealed and unknown condition; 11.04 In the event the Contractor seeks to make a claim for an increase in the Contract Price, as a condition precedent to any liability of the City therefor, unless emergency conditions exist, the Contractor shall strictly comply with the requirements of Section 11.01 above and such claim shall be made by the Contractor before proceeding to execute any work for which a claim is made. Failure to comply with this condition precedent shall constitute a waiver by the Contractor of any claim for additional compensation; 11.05 In connection with any claim by the Contractor against the City that would result in compensation in excess of the Contract Price, any liability of the City for the Contractor's cost in this regard shall be limited to those cost categories set forth in Section 13.07 below. Section 12. SUBCONTRACTORS 12.01 Prior to execution of the Contract, the Contractor shall have identified to the City in writing, those parties required to be listed on the proposal form as subcontractors on the Project. Any changes to this list at any time shall be subject to the prior approval of the City. The City shall, in writing, state any objections the City may have to one or more of such subcontractors. The Contractor shall not enter into a subcontract with an intended subcontractor to whom the City objects. If at any time the City objects to a subcontractor, the Contractor shall solicit proposals from potential replacements and shall submit the three lowest proposals to the City, along with the Contractor's proposed choice as replacement. If the approved replacement subcontractor's cost is verified to be higher than the removed subcontractor, the excess shall be added to the Contract Price, unless the subcontractor in question has to be removed due to a default, or deficient performance. If the approved replacement subcontractor's cost is lower than the removed subcontractor, the difference shall be deducted from the Contract Price. Subcontractor markups shall be limited to those listed in Section 13.07 below. All subcontracts shall afford the Contractor rights against the subcontractor which correspond to those rights afforded to the City against the Contractor herein, including those rights of Contract termination as set forth herein below. 12.02 Each and every subcontract related to the Project is hereby assigned by the Contractor to the City, contingent upon the termination of the Contract for default or convenience as provided herein, and only as to those subcontracts which the City accepts in writing directed to the Contractor. This contingent assignment is subject to the prior rights of any surety obligated under a bond related to the Contract. This contingent assignment will operate prospectively from the effective date of assignment, and will not obligate the City to any liabilities existing on the effective date of the assignment, or arising from events, acts, failures to act, facts or circumstances existing prior to the effective date of the assignment. The contracts subject to this contingent assignment shall also be further assignable by the City, at the City's sole option. The Contractor shall bear the responsibility of notifying subcontractors of this contingent assignment and including it in all subcontracts in connection with the Project. Section 13. CHANGE ORDERS 1 13.01 The City Manager or the City Manager's express designee shall be the sole authorized representative of the City. Other than in matters of public safety or in time of emergency management, the Contractor shall not take direction or act upon information from any City personnel other than the City Manager's expressly authorized designee(s). jaclericallanna12019-109 hackberry est logo lightinglspecsltech-specll3-agreement doc CA-14 Contract Agreement 13.02 One or more changes to the work within the general scope of the Contract may be ordered by Change Order. The City may also issue written directions for minor changes in the Work and may issue Construction Change Directives, as set forth below. The Contractor shall proceed with any such changes or Construction Change Directives without delay and in a diligent manner, and same shall be accomplished in strict accordance with the following terms and conditions: 13.03 Change Order shall mean a written order directed to the Contractor executed by the City after execution of the Contract, directing a change in the work. A Change Order may include a change in the Contract Price, (other than a change attributable to damages for delay as provided in Section 6 hereof), or the time for the Contractor's performance, or any combination thereof. Where there is a lack of total agreement on the terms of a Change Order or insufficient time to execute a bilateral change, the City may also direct a change in the Work in the form of a Construction Change Directive, which will set forth the change in the Work and the change, if any, in the Contract Price or time for performance, for subsequent inclusion in a Change Order; Construction Change Directives shall include a not -to -exceed preliminary price, against which the Contractor may begin billing (subject to the requirements for pay applications elsewhere herein) as the work is performed. (1) The Contractor shall furnish a price breakdown, itemized as required and within the time specified by the City, with any proposal for a contract modification. (2) The price breakdown (a) must include sufficient detail to permit an analysis of all costs for material, labor, equipment and subcontracts, and (b) must cover all work involved in the modification, whether the work was deleted, added or changed. (3) The Contractor shall provide similar price breakdowns to support any amounts claimed for subcontracts. (4) The Contractor's proposal shall include a complete justification for any time extension proposed. 13.04 Any change in the Contract Price resulting from a Change Order shall be determined as follows: (1) By mutual agreement between the City and the Contractor as evidenced by (a) the change in the Contract Price being set forth in the Change Order, (b) such change in the Contract Price, together with any conditions or requirements relating thereto, being initialed by both parties and (c) the Contractor's execution of the Change Order; or, (2) If no mutual agreement occurs between the City and the Contractor, the change in the Contract Price, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions in the work. Such reasonable actual costs or savings shall include a component for direct job site overhead and profit but shall not include home -office overhead or other indirect costs or components. The calculation of actual costs shall conform to the markup schedule in Section 13.07 below. Any such costs or savings shall be documented in the format, and with such content and detail as the City requires. The Contractor shall promptly submit such documentation and other supporting materials as the City may require in evaluating the actual costs incurred or to be incurred. jAcledcellanna=19.109 hackberry est logo lighting\specs\tech-spec\13-agreement doc CA-15 Contract Agreement 13.06 The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the work, the Contract as thus amended, the Contract Price and the time for performance by the Contractor, regardless of the nature, amount or extent of the changes. The Contractor, by executing the Change Order, waives and forever releases any claim against the City for additional time or compensation for matters relating to, arising out of or resulting from the work included within or affected by the executed Change Order of which the Contractor knew or should have known. 13.06 The Contractor shall notify and obtain the consent and approval of the Contractor's surety with reference to all Change Orders if such notice, consent or approval are required by the City, the Contractor's surety or by law. The Contractor's execution of the Change order shall constitute the Contractor's warranty to the City that the surety has been notified of, and consents to, such Change Order and the surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto. 13.07 For the purpose of Change Orders, the following definitions of terms and other restrictions apply: Contractor's or Subcontractor's Materials shall include the cost of materials, sales tax, and the cost of all transport. The cost of items listed shall be directly related to the Change Order. Indirect costs not specifically related to the Change Order shall not be considered. Contractor's or Subcontractor's Direct Labor Cost shall be limited to the hourly rate of directly involved workmen, employer contributions towards company standard benefits, pensions, unemployment or social security (if any), and employer costs for paid sick and annual leave. Contractor's or Subcontractor's Overhead shall include license fees, bond premiums, supervision, wages of timekeepers and clerks, incidentals, home and field office expense, and vehicle expense directly related to the Project, and all other direct Project expenses not included in the Contractor's materials, direct labor, and equipment costs. The allowance for Overhead and Profit shall be limited to the following schedule: For the Contractor, for any work performed by the Contractor's own forces, 10% of the Subtotal of Costs to the Contractor. 2. For the Contractor, for any work performed by his Subcontractor, 5% of the amount due the Subcontractor. 3. For each Subcontractor or Sub -subcontractor involved, for any work performed by their own forces, 10% of their materials and direct labor costs. 4. For each Subcontractor, for work performed by his Sub-subcontractor(s), 5% of the amount due the Sub -subcontractor. j1clericallanna12019.109 hackberry est logo lighlinglspecs\tech-spec113•agreement doc CA-% 6 Contract Agreement For Change Orders, the total cost or credit to the Owner shall be based on the following schedule: Contractor's Materials Cost + Contractor's Direct Labor Costs + Contractor's Equipment Costs (includes owned/rental equipment)2 + Applicable Subcontractor Costs = Subtotal of Costs to the Contractor + Contractor's Overhead and Profit = Total Cost or Credit to the Owner 13.08 Nothing Contained in this section shall be deemed to contradict or limit the terms of Section 6.05 above. Section 14. DISCOVERING AND CORRECTING DEFECTIVE OR INCOMPLETE WORK 14.01 In the event that the Contractor covers, conceals or obscures its work in violation of the Contract or in violation of an instruction from the City, such work shall be uncovered and displayed for review by the City and/or its consultants upon request, and shall be reworked at no cost in time or money to the City. 14.02 If any of the work is covered, concealed or obscured in a manner not covered by Section 14.01 above, it shall, if directed by the City, be uncovered and displayed for the City and/or its consultants. If the uncovered work conforms strictly with the Contract, the costs incurred by the Contractor to uncover and subsequently, replace such work shall be borne by the City. Otherwise, such costs shall be borne by the Contractor. 14.03 The Contractor shall, at no cost in time or money to the City, correct work rejected by the City as defective or failing to conform to the Contract. Additionally, the Contractor shall reimburse the City for all testing, review, inspections and other expenses incurred as a result thereof. 14.05 In addition to its warranty obligations set forth elsewhere in this Contract Agreement and any manufacturer's warranties provided on the Project, and in addition to other remedies provided herein or by law to the City, the Contractor shall be specifically obligated to promptly correct any and all defective or nonconforming work, whether obvious or after -discovered, for a period of 12 months following Substantial Completion upon written direction from the City. 14.06 The City may, but shall in no event be required to, choose to accept defective or nonconforming work. In such event, the Contract Price shall be reduced by the greater of (1) the reasonable costs of removing and correcting the defective or nonconforming work, or (2) the difference between the fair market value of the Project as constructed and the fair market value of the Project had it not been constructed in such a manner as to include defective or nonconforming work. If the remaining portion of the unpaid Contract Price, if any, is insufficient to compensate the City for the acceptance of defective or nonconforming work, the Contractor shall, upon t Owned Equipment For equipment owned by the Contractor, actually used in Change Order work including sales tax, or any related business entity, regardless of whether Contractor leases such equipment from the related business entity, the cost shall be the lesser of (i) the Contractor's actual ownership cost, or (ii) 85% of the applicable ownership cost listed in the most recent edition of the Contractor's Equipment Cost Guide, published by Dataquest. Third Party Rental Equipment For equipment actually rented by the Contractor, actually used in Change Order work Including sales tax, from an unrelated third party, the cost shall be the lesser of (1) the Contractor's actual rental cost, or (ii) 85% of the applicable equipment rates based on the most recent edition of the Rental Rate Bluebook for Construction published by Dataquest. A reasonable rental cost shall be allowed as determined by the City Manager or the City Manager's designee when machinery and construction equipment not so listed is required. i:lclerloallanna12019A09 hackbeny est logo lightinglspecsltech-specll3•agreement.doc CA-17 Contract Agreement written demand from the City, pay the City such remaining compensation for accepting defective or nonconforming work. The Contractor shall have an opportunity to correct any defect or non- conformance prior to the City taking the above actions. The contractor, upon written notice of any defect or non-conformance, shall have 10 calendar days to make corrections, unless the City agrees that the correction will require more than 10 calendar days to correct. Section 16. CITY'S RIGHT TO SUSPEND CONTRACTOR'S PERFORMANCE 15.01 In addition to the City's rights under Section 8 and elsewhere in this Contract Agreement, the City shall have the right at any time to direct the Contractor to suspend its performance, or any designated part thereof when in the interests of the City. If any such suspension is directed by the City, the Contractor shall immediately comply with same. 16.02 In the event the City directs a suspension of performance under this section, through no fault of the Contractor, if the suspension is lifted other than by Termination, the City shall pay the Contractor as full compensation for such suspension the Contractor's ordinary and reasonable costs, actually incurred and paid, of: (1) demobilization and remobilization, including such justifiable costs paid to subcontractors (cost categories and markups limited to those set forth in Section 13.07 above); (2) preserving and protecting work in place; (3) approved storage of materials or equipment purchased for the Project, including insurance thereon; and (4) substantiated extended field office overhead (but no home -office overhead). 15.03 The City may order suspension of the Work in whole or in part for such time as deemed necessary because of the failure of the Contractor to comply with any of the requirements of this Contract Agreement, and the Contract Agreement's completion date shall not be extended on account of any such suspension of Work. When the City orders any suspension of the Work under this Section 15.03, the Contractor shall not be entitled to any payment for Work which the Contractor performs after notice of suspension and/or during the suspension period and shall not be entitled to any costs or damages resulting from such suspension. 15.04 The City's rights under this section shall be in addition to those contained elsewhere in the Contract or provided by law. Section 16. TERMINATION BY THE CITY The City may terminate the Contract in accordance with the following terms and conditions: 16.01 Termination for Convenience. The City may, when in the interests of the City, terminate performance under the Contract by the Contractor, in whole or in part, for the convenience of the City. The City shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work so terminated, other than warranties and guarantees for completed work and installed equipment, and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts for the affected work. The Contractor shall settle the liabilities and claims arising out of the termination JAclericaRannaMi 9-109 hackberry est logo lighting\specs%tech-spec\13-agreement.doc CA-18 Contract Agreement of subcontracts and orders. The City may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the City or its designee. The Contractor shall transfer title and deliver to the City such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has in its possession or control. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the City specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the City. If the Contractor fails to file a termination claim within six months from the effective date of termination, the City shall pay the Contractor, an amount derived in accordance with subsection (3) below. (2) The owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder. (3) Absent agreement to the amount due to the Contractor, the owner shall pay the Contractor the following amounts: (a) Contract costs for labor, materials, equipment and other services accepted under the Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct job site overhead and earned profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it reasonably appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subsection (3)(a) above —if contingent assignment of such contracts has not been elected as provided herein —shall not include amounts paid in accordance with other provisions of the Contractor. This clause is subject to and the Contractor shall be limited by the City's rights to direct the replacement of subcontractors under Section 12.01. The total sum to be paid the Contractor under this Subsection (3) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. 16.02 Termination for Cause. If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of the Contract, then the City, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor, in whole or in part at the City's sole option, and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After Completion has been achieved, if any portion of the Contract Price, as it may be modified i:lcledcaltanna1201g-109 hackberry esl logo lighting%specsltech-spec113agreement,doc CA-19 Contract Agreement hereunder, remains after the cost to the City of completing the work, including all costs and expenses of every nature incurred, has been deducted by the City, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the City for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the City for cause pursuant to this Section 16.02 and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Section 16.01 and the provisions of Section 16.01 shall apply. 16.03 Termination for Non -Appropriation. The City may also terminate the Contract, in whole or in part, for non -appropriation of sufficient funds to complete or partially complete the Project, regardless of the source of such funds, and such termination shall be on the terms of Section 16.01. 16.04 The City's rights under this Section shall be in addition to those contained elsewhere herein or provided by law. Section 17. INSURANCE 17.01 Contractor shall be responsible for all damage to person and or property resulting from its negligent acts, reckless or intentional misconduct, errors or omissions or those of their subcontractors, agents or employees in connection with such services and shall be responsible for all parts of its work, both temporary and permanent. 17.02 Contractor shall, at its own expense, procure and maintain throughout the term of this Contract Agreement, with insurers acceptable to City, the types and amounts of insurance conforming to the minimum requirements set forth in this Contract Agreement. Contractor shall not commence work until the required insurance is in force and evidence of insurance acceptable to City has been provided to, and approved by, City. An appropriate Certificate of Insurance shall be satisfactory evidence of insurance. Until such insurance is no longer required by the Contract, Contractor shall provide City with renewal or replacement evidence of insurance at least 30 days prior to the expiration or termination of such insurance. 17.03 Workers' Compensation/Employer's Liability Insurance Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $1,000,000 for each accident. General Liabilitv Insurance Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate. Automobile Liability Insurance Automobile Liability Insurance with bodily injury limits of not less than $1,00,000 for each person and not less than $1,000,000 for each accident, and with property damage limits of not less than $1,000,000 for each accident. J:lclericallanna=19-109 hackbeny est logo lighting)specs%tech-spec%13-agreament.doc CA-20 Contract Agreement 17.04 Contractor shall furnish insurance certificates or insurance policies at the City's request to evidence such coverages. Except for workers compensation, the insurance policies shall name the City as an additional insured, and shall contain a provision that such insurance shall not be canceled or reduced with respect to by coverages or endorsements without 30 days' prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. 17.05 Compliance with these insurance requirements shall not limit the liability of Contractor. Any remedy provided to the City by any insurance maintained by the Contractor shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of Contractor) available to the City under the Contract or otherwise. 17.06 Neither approval nor failure to disapprove insurance furnished by Contractor shall relieve Contractor from responsibility to provide insurance as required by this Contract Agreement. 17.07 Contractor shall deliver to City the required certificate(s) of insurance and endorsement(s) before City signs this Contract Agreement. 17.08 Contractor's failure to obtain, pay for, or maintain any required insurance shall constitute a material breach upon which City may immediately terminate or suspend this Contract Agreement. In the event of any termination or suspension, City may use the services of another consultant or consultants, without City's incurring any liability to Contractor. 17.09 At its sole discretion, City may obtain or renew Contractor insurance, and City may pay all or part of the premiums. Upon demand, Contractor shall repay CITY all monies paid to obtain or renew the insurance. City may offset the cost of the premium against any monies due Contractor from City. 17.10 The Contractor shall furnish to the City Certificates of Insurance allowing thirty (30) days notice for any change, cancellation, or non -renewal. Such Certificates shall contain the following wording: "SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN." If the insurance policies expire during the terms of the Contract, a renewal certificate or binder shall be filed with the City at least 30 days prior to the renewal date. 17.11 In addition to the coverages required herein, the Contractor shall furnish and maintain all-risk builder's risk property insurance, satisfactory to the City, upon the entire Work at the site to the full replacement cost of the completed project. This coverage shall name City as an additional insured, must include the interests of the Contractor, subcontractors and sub -subcontractors in the Work, and must be procured from an insurer licensed to do business in the State of Texas with a Best's rating of "A+, A, A='. The policy must insure against perils including, but not limited to, earthquake, fire, extended coverages, windstorm, lightning, flood, and physical loss or damage, including theft, vandalism and malicious mischief. Section 18. PERFORMANCE AND PAYMENT BONDS; SURETY BONDS 18.01 Contractor shall provide City with a Performance Bond, a Payment Bond, and a Maintenance Bond meeting the standards specified in the Contract Documents, on the forms provided by the jacledcallanna12019-109 hackbeny esl logo lightinglspecsltech-spec\13-agreement doc CA-21 Contract Agreement City, and attached hereto, with a Power of Attorney Affidavit, each in an amount not less than the Contract price. 18.02 Sureties' qualifications. All bonds, to the extent required under the Contract, including, but not by way of limitation, any Bid/Proposal Bond, Performance Bond, Payment bond, or Maintenance Bond shall be written through a reputable and responsible surety bond agency licensed to do business in the State of Texas and with a surety which holds a certificate of authority authorizing it to write surety bonds in Texas and maintains a current certificate of authority as an acceptable surety on Federal Bonds in accordance with U.S. Department of Treasury Circular 570. However, if the amount of the bond exceeds the underwriting limitations set forth in the Circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the Circular and the excess risk must be protected by co-insurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1978 (3) CFR Section 223.10 - Section 223.111 and the surety company shall provide the City with evidence satisfactory to the City, that such excess risk has been protected in an acceptable manner. 18.03 Additional or replacement bond. It is further mutually agreed between the parties hereto that if, at any time, the City shall deem the surety or sureties upon any bond to be unsatisfactory, or if, for any reason, such bond (because of increases in the work or otherwise) ceases to be adequate, the Contractor shall, at its expense within five days after the receipt of notice from the City so to do, furnish an additional or replacement bond or bonds in such form, amount, and with such surety or sureties as shall be satisfactory to the City. In such event, no further payments to the Contractor shall be deemed to be due under the Contract until such new or additional security for the faithful performance of the work shall be furnished in manner and form satisfactory to the City. 18.04 As applicable to all bonds required under the Contract, the surety company shall have a Texas agent whose name shall be listed in the prescribed space on the forms provided by the City for all bonds required by the City, or otherwise listed therein if the form of the Bond is not prescribed by the City. Section 19. PROJECT RECORDS All documents relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of the Contractor, or any subcontractor of the Contractor, shall be made available to the City and/or its consultants for inspection and copying upon written request by the City. Furthermore, said documents shall be made available, upon request by the City, to any state, federal or other regulatory authority and any such authority may review, inspect and copy such records. Said records include, but are not limited to, all drawings, plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Said records expressly include those documents reflecting the cost of construction to the Contractor. The Contractor shall maintain and protect these documents for not less than three years after completion of the Project, or for any longer period of time as may be required by law or good construction practice. The Contractor further agrees to include these provisions in any subcontracts issued by him in connection with this Contract Agreement. Section 20. APPLICABLE LAW The laws of the State of Texas shall govern this Contract Agreement. In any litigation arising under this Contract Agreement, the parties agree to a waiver of the right to a trial before a jury, and all such litigation shall be litigated only in a non jury hearing in Collin County, Texas. j1clericahanna=19.109 hackberry est logo lightinglspecsltech-specll3-agreement doe CA-22 Contract Agreement Section 21. SUCCESSORS AND ASSIGNS Each party binds itself, its successors, assigns, executors, administrators or other representatives to the other party hereto and to successors, assigns, executors, administrators or other representatives of such other party in connection with all terms and conditions of the Contract. The Contractor shall not assign the Contract without prior written consent of the City. Section 22. MISCELLANEOUS PROVISIONS 22.01 Construction Permits. The City hereby agrees to waive the charge for a City -issued building permit for this Project. However, the Contractor is responsible for obtaining all permits or fees otherwise required of the Contractor by the Contract Documents, or permits and fees customarily the responsibility of the Contractor. 22.02 Compliance By Contractor: Nondiscrimination. Contractor shall comply with all Federal, State and local laws, ordinances, rules and regulations of any authorities throughout the duration of the Contract. The Contractor shall be responsible for compliance with any such law, ordinance, rule or regulation and shall hold City harmless and indemnify same in the event of non- compliance. Contractor further agrees to abide by the requirements under Federal Executive Order Number 11246, as amended, including specifically the provisions of the equal opportunity clause. 22.03 State and Local Taxes. Except as otherwise provided, contract prices shall include all applicable state and local taxes. Contractor shall indemnify and hold harmless the City for any loss, cost or expense incurred by, levied upon or billed to the City as a result of Contractor's failure to pay any tax of any type due in connection with this Contract Agreement. Contractor shall ensure that the above sections are included in all subcontracts and sub -subcontracts, and shall ensure withholding on out of state sub and sub -subcontractors to which withholding is applicable. 22.04 Any and all notices required to be sent under the Contract or otherwise shall be sent to the following: If to the City: City of Anna Attn: City Manager 111 North Powell Parkway P.O. Box 776 Anna, Texas 79406 If to the Contractor: ]Aclerical\anna\2019.109 hackberry esl logo lighling\specs\tech-specN3-agreement.doc CA-23 Contract Agreement Section 23. ENTIRE AGREEMENT Aside from duly authorized Change Orders, any modification to this Contract Agreement must be supported by an additional, articulated consideration, and must either be in writing, executed by the parties hereto, or, if made orally, should be confirmed in writing, which writing should state the consideration which supports the modification. Failure to confirm an oral modification in writing shall constitute a waiver of any claim for additional compensation with regard to the oral modification. Nothing in this Section shall be construed to limit the City's authority to issue changes set forth in Section 14 herein. Section 24. SEVERABILITY If any term or condition of the Contract or the application thereof to any person(s) or circumstances is held invalid, this invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of the Contract are agreed to be severable. Section 26. WAIVER Waiver of any breach of any term or condition of this contract shall not be deemed a waiver of any prior or subsequent breach, and shall not entitle any party hereto to any subsequent waiver of any terms hereunder. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. IN WITNESS WHEREOF, the Parties have executed this Contract Agreement under their respective seals on the day and year first written above. CITY OF ANNA, TEXAS Jim Proce, City Manager ATTEST: Carrie Smith, City Secretary (SEAL) M Print Name: Title: ATTEST: SECRETARY (SEAL) Contractor jaclericallanna12019-109 hackberry est logo lightinglspecs%tech-spec113-agreement.doe CA-24 Contract Agreement THE CITY OF AiAtia AGENDA ITEM: Item No. 8. City Council Agenda Staff Report Meeting Date: 7/23/2019 Consider/Discuss/Act on a Resolution authorizing Council Members to attend the TML Annual Conference and Exhibition. (City Council) SUMMARY: The City Council has previously approved Resolution 2009-10-05 that adopted Travel and Training Policies for Anna City Council Members. Consistent with the City Charter and the Council Travel Policies, members of the City Council may receive reimbursement for actual expenses incurred in the performance of their official duties with the approval of the City Council at a public meeting. The attached Resolution authorizes council members to attend the TML Annual Conference and Exhibition in San Antonio October 9-11. The TML Annual Conference includes workshops on current municipal issues and provides participants opportunities to discuss challenges, solve problems, and share successes with their peers. City Secretary Smith will be doing registrations and hotel reservations for each person going. STAFF RECOMMENDATION: Approve Resolution and state who is approved to attend. ATTACHMENTS: Description Resolution Training and Travel Policy Registration and House Information Upload Date Type 7/16/2019 Resolution 7/16/2019 Backup Material 7/16/2019 Backup Material CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING COUNCIL MEMBERS TO ATTEND THE 2019 TML ANNUAL CONFERENCE AND EXHIBITION. WHEREAS, the Texas Municipal League (TML) is conducting the TML Annual Conference in San Antonio on October 09-11, 2019; and, WHEREAS, the TML Annual Conference includes workshops on current municipal issues and provides participants opportunities to discuss challenges, solve problems, and share successes with their peers; and, WHEREAS, the City Council of the City of Anna, Texas approved Resolution 2009-10-05 that adopted Travel and Training Policies for Anna City Council Members (the "Council Travel Policies"); and, WHEREAS, consistent with the Anna Home -Rule Charter and the Council Travel Policies, members of the City Council may receive reimbursement for actual expenses incurred in the performance of their official duties with the approval of the City Council at a public meeting; and, WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that participation by members of the City Council in the TML Annual Conference and Exhibition is consistent with the Anna Home -Rule Charter and the Council Travel Policies; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization to Pay or Reimburse Expenses. The City Council hereby authorizes Council Members to attend the TML Annual Conference and Exhibition in San Antonio on October 9-11, 2019; and to be paid or reimbursed for expenses incurred in connection with their attendance, consistent with the Council Travel Policies. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 23rd day of July 2019. ATTEST: APPROVED: Carrie L. Smith, City Secretary Nate Pike, Mayor CITY OF ANNA, TEXAS RESOLUTION NO. 2009-10-05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING A TRAVEL AND TRAINING POLICY FOR ANNA CITY COUNCIL MEMBERS WHEREAS, Members of the City of Anna City Council ("City Council") occasionally incur expenses in the performance of their official duties as a result of travel and training opportunities that promote the interests of the City; and, WHEREAS, the City of Anna, Texas Home -Rule Charter authorizes City Council members to be reimbursed for actual expenses incurred in the performance of their official duties; and, WHEREAS, the City Council desires to establish standard regulations governing the payment and reimbursement of such expenses; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. The City Council hereby adopts the attached Travel and Training Policy, Exhibit "A", for Anna City Council Members. PASSED by the City Council of the City of Anna, Texas, on this 13t' day of October, 2009. ATTEST: APPROVED: AziZ4_�_ - �' N a Wilkison, City Secretary r Da1 riskell TEX PAS,,,���`��,. Res. 2009-10-05 Travel & Training Policy for CC Members.doc PAGE 1 OF 1 10-13-09 rp- X -A III I F., , Travel and Training Policy For Anna City Council Members Scope City Council members occasionally incur expenses in the performance of their official duties as a result of travel and training opportunities that promote the interests of the City. Therefore the City desires to establish standard regulations governing the payment for and reimbursement of such expenses. This policy provides for uniformity in submitting and handling of expenditure requests and establishes proper accounting for approved expenditures made for travel. This policy is implemented for the purpose of reducing the expenses of the City Council while still providing the City and the Council with the benefits to be gained from attendance at business and professional functions that are related to City business and that promote the current interests of the City. Examples of such functions include but are not limited to conferences and meetings that: are sponsored by organizations of which the City is a member-, promote the economic development, legislative, or other current interests of the City; or provide professional development opportunities for Council members in their official capacities. Authorization The City of Anna at the discretion of the City Council may pay reasonable expenses which are incurred in the course of authorized City business meetings and City trips. Except as noted, Council authorization at a duly noticed public meeting is required in order for travel and training expenses to be paid or reimbursed by the City. Every reasonable effort should be made to receive prior authorization from the City Council before committing to attend an event. If it is not reasonably possible to receive Council authorization at a regularly scheduled Council meeting prior to committing funds to attend an event the Mayor (or the Mayor Pro-tem or Deputy Mayor Pro-tem in a case where the Mayor is attending) may authorize the payment of funds up to $100 per Council attendee provided money is available in the City Council's department budget and the City Manager and City Secretary concur that the request is consistent with the intent of this policy and in compliance with policy limits. The Mayor Pro-tem or Deputy Mayor Pro-tem may act in the absence of the Mayor. Such authorization by the Mayor and concurrence by the City Manager and City Secretary shall be in writing. Notification of the previously authorized expenses shall be placed on the next Council agenda. In the event that travel is conducted without prior authorization as outlined in this policy, the attendee may be responsible for all expenses incurred. General The City will not pay any portion of a non City representative's expenses including the additional room cost. Among the objectives of City travel is to effectively carry out City business at a minimum total cost to the City. An example would be arriving at a destination on a Saturday in order to take advantage of lower airfare even though a Resolution 2009-10-05 Travel and Training Policy for Council Members conference might start late on the following day. This discounted airfare plus lodging and meal costs for the extra day should be less than the total cost of the airfare that did not require a Saturday night stay. Actions and behaviors of City Council members while traveling on City business at City expense reflect on the City of Anna. Professionalism is expected of members and representatives at all times during this type of travel. Any action that is inappropriate or would give the appearance of being inappropriate should be avoided. Responsibilities A Council person requesting approval for City paid travel or training expenses must submit a request through the City Secretary at least 7 days prior to Council meeting at which the request will be considered. Registration forms, agendas, and an itemized cost estimate must the accompany travel request. Attendees shall turn in travel receipts as soon as possible and within 15 days of return from the trip. Attendees are expected to attend each day any and all portions of any conference seminar or training session paid for by the City. The attendee's signature on the Travel Report indicates that the expenditures are reasonable, prudent, true, and correct and have been made in accordance with this travel policy. Council members are responsible for coordinating travel requests through the City Secretary s Office in order to facilitate the necessary documentation for financial tracking registration reservations and other steps needed to complete City related travel. If documentation receipts and expense forms fail to comply with the policies stated herein then the matter will be brought to the attention of the City Council by the City Secretary. Payment will not be authorized unless and until all requirements are met. The City Secretary must make sure that travel requests are consistent with the intent of this policy and in compliance with policy limits (i.e. meal requests should not exceed maximum limits established in this policy). All travel records, documentation, receipts, and expense reports may be considered public information and potentially available for public inspection. Authorized Expenses All modes of travel (air, rental, personal vehicle, taxi, bus, train, or subway) should be chosen with consideration towards minimizing the loss of time effectiveness and productivity of the attendee, and the total cost to the City. Air Travel. City Council members should purchase round trip coach class tickets. When practical all airline reservations should be made sufficiently in advance to take advantage of airline discount fares if available. The City Secretary may use Internet travel sites to confirm that air travel prices quoted from other sources are reasonable. Electronic or E- tickets should be utilized in order to avoid paper ticket surcharges. Rental Vehicles. City Council members are expected to obtain the lowest possible rental rate for cars when practical and to weigh the total cost and practicality of a rental car including taxes and parking costs versus the use of other forms of transportation such as taxi, shuttle, or mass transportation. A compact size car should be used unless several Resolution 2009-10-05 Travel and Training Policy for Council Members City personnel are pooling transportation. The City may reimburse car rental costs for travel that occurs the day before and the day after the conference or training session dates especially if the extra days were necessary in order to take advantage of discount airline fares. Car rental costs for personal use beyond these dates will not be reimbursed. Car rental insurance for liability and collision is not a reimbursable expense. Mileage Reimbursement. When personal vehicles are used, City Council members shall be reimbursed at the lesser of an advance purchase round trip coach class air fare purchased sufficiently in advance to take advantage of airline discount fares, or an amount based upon the number of miles multiplied by the IRS mileage reimbursement rate. Travel urgency, safety and health concerns, or the economy of using a personal vehicle at the destination site in lieu of a rental vehicle may alter which reimbursement method is used. The payment of mileage will be based on the most direct route from the point of destination. Parking The City will pay reasonable expenses for airport parking required while an attendee is out of town on authorized City business. At the destination the City will also pay required parking fees for personal vehicles or rented vehicles. Lod gigg. Expenses will be allowed for an adequate lodging room rate plus tax. Lodging should be a reasonable single accommodation. The City will not pay any portion of a non City representative's additional room cost. Receipts for lodging must be provided in order to obtain reimbursement and should show a detailed breakdown of all charges incurred on a daily basis. Personal items should be marked personal and deducted from the total hotel bill. Regular Meals. The City will pay for actual and reasonable expenses for meals consumed during official travel as long as actual expenses do not exceed the per them rate per meal. The City shall not pay for meals that are included in the registration for an event. Receipts for authorized meal expenses including a reasonable tip (generally 15010) must be submitted with the travel expense form for reimbursement. Per Diem Rate. For overnight trips, attendees may elect to request per them allowance as follows: Breakfast $10.00 if travel commences prior to 6:00 a.m. Lunch $15.00 Dinner $20.00 if travel concludes after 7:00 p.m. The Per Diem rate includes all tips. Daily Trigs. For trips not requiring overnight stays the City will reimburse or pay for actual expenses incurred up to the maximum per meal allowed under the per them rate including tips. Incidentals. The cost of alcoholic beverages, laundry, dry cleaning, in room movies, loss of personal property, room service charges for meals that exceed the per them rate, Resolution 2009-10-05 Travel and Training Policy for Council Members haircuts, newspapers, magazines, transportation to and from entertainment events, tours, health club expenses, and other expenses not set forth as eligible under this policy are specifically excluded from reimbursement. Exceptions Exceptions to this policy may be approved by the City Council only in exceptional circumstances and only in those cases where the best interests of the City are clearly manifested. Travel and Expense Reimbursement Form Resolution 2009-10-05 Travel and Training Policy for Council Members General Registration Information The TML Annual Conference and Exhibition will take place October 9-11 at the Henry B. Gonzalez Convention Center in San Antonio. • Visit ittps://tmlconference.org/registerinfo for complete registration information. • Visit https://tmlconference.org/housing for complete housing information. Conference attendees must register for the conference before booking a hotel room. You will need your member ID to register. Visit the TML Member ID Search to find your personal Member ID. For assistance, please contact us at data baseC@tmI.orq. Important Note: If you cancel your conference registration, you must cancel your hotel reservation separately. How to Register • Register Online (opens July 23) • Register by Mail (opens July 23) • Reserve Rooms by Mail (opens July 23) Registration Fees Registration TML Member Non-TML Member Full Registration by August 23 $320 $470 Full Registration after August 23 $370 $520 One -Day Registration $185 $310 Spouse/Guest (does not apply to city official or $75 $75 employee) Thursday TML Health and Risk Pools' Breakfast N/C N/C Thursday Attendee Luncheon $50* $50* Friday Attendee Brunch $35* $35* *If you have any special dietary needs (such as allergies, restrictions, or sensitivities to particular ingredients), please contact TML at ='rainina@tml.or; . Please note that you are responsible for the actual meal cost (the ticketed meal cost plus the difference between that and the specialized meal cost). Conference Standard Distance to TML Estimated Daily Hotels Single/Double Convention Shuttle Parking Fees (sales Room Rate* Center Provided tax may be added) Grand $209 next door No Self — $33 Hyatt Valet — $43 600 East Market Street Hilton $209 across the No Valet only — $44 Palacio del street Rio 200 South Alamo Street Hotel $209 2.5 blocks Yes Valet only — $38 Contessa 306 West Market Street Hyatt $219 2.5 blocks Yes Self — $36 Regency Valet — $46 123 Losoya Street La Quinta $169 1.5 blocks No Self — $25 Inn and Valet — $30 Suites 303 Blum Street Marriott $229 1 block No Self — $37 Rivercenter Valet — $43 106 Bowie Street Marriott $229 across the No Valet only — $43 Riverwalk street 889 East Market Street The Menger 204 Alamo Plaza Westin Riverwalk 420 West Market Street Cancellation Policy $169 $219 2 blocks 3 blocks No Yes Valet only — $28 Self — $25 Valet — $39 If canceling before August 23, TML will provide a refund, minus a $75 cancellation fee. No refunds will be given after August 23. No exceptions will be made, and meal tickets are nonrefundable. If you are registered and cannot attend, we encourage you to send a substitute. Please send your cancellation notice via email to acct(btrni.org. 2019 TML Annual Conference Hotels Attendee room blocks will open on Tuesday, July 23, at 10:00 a.m. CDT. *For specified hotels, TML provides shuttle service beginning 30 minutes before registration opens and until 30 minutes after registration closes. * Rate does not include 16.5% hotel occupancy tax; additional fees may apply. Parking: Hotel parking rates listed above may change before you arrive. It is advisable to contact your assigned hotel prior to arrival to determine exact rates during your stay. THE CITY OF AiAtia AGENDA ITEM: Item No. 9. City Council Agenda Staff Report Meeting Date: 7/23/2019 Consider/Discuss/Action - Ordinance Amending the FY 2018-2019 Budget to allow the Police Department to use State Seizure funds to purchase a policy management/training platform. (Chief Caponera) SUMMARY: This request meets the goal of Creating a High Performing Professional City as set forth in Goal 4 of the City's Strategic Plan. It also satisfies the commitment made by the Police Department to complete a review and revision of the police policy and procedures manual. See Attached Memorandum and Exhibits for complete details. STAFF RECOMMENDATION: Staff Recommends Approval ATTACHMENTS: Description Upload Date Type Ordinance 7/18/2019 Staff Report Memorandum 7/17/2019 Staff Report Exhibit - Chapt 59 CC 7/17/2019 Staff Report Exhibit B - Lexipol Proposal 7/17/2019 Staff Report Ordinance Exhibit C 7/18/2019 Staff Report CITY OF ANNA ORDINANCE NO. AN ORDINANCE AMENDING ORDINANCE NO. 783-2018 ADOPTING THE BUDGET FOR THE 2018-2019 FISCAL YEAR; PROVIDING FOR SAVINGS, SEVERABILITY, AND REPEALING CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, on September 11, 2018, the City Council of the City of Anna, Texas ("City Council"), after a duly noticed public hearing as required under Texas Local Gov't Code §102.106, and in accordance with applicable provisions of the City of Anna, Texas Home -Rule Charter ("Charter"), adopted a budget of all municipal appropriations and expenditures for the 2018-2019 fiscal year; and WHEREAS, the City is authorized to make this budget amendment by majority vote of the City Council under Section 7.09 of the Charter; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: SECTION 1. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council with respect to the budget amendments described herein. SECTION 2. The City Council of the City officially finds, determines, and declares that the City of Anna 2018-2019 fiscal year budget is hereby amended with respect to its State Seizure Fund (24) as set forth in the original budget adopted under Ordinance No. 783-2018 by replacing the information regarding said funds with the information relating to said funds set forth in the attached Exhibit A, incorporated herein for all purposes. SECTION 4. Upon adoption and execution of this ordinance, the City Secretary is directed to attach same and its exhibits to the original City of Anna 2018-2019 fiscal year budget in all places where said budget is filed as of public record or posted for public inspection. SECTION 5. If any provision of this ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this ordinance would have been enacted without such invalid provision. SECTION 6. It is officially found, determined, and declared that the meeting at which this ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including PAGE 1 OF 2 this ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. PASSED, APPROVED, AND ADOPTED on first and final reading on this 23rd day of July, 2016. ATTESTED: APPROVED: City Secretary, Carrie Smith Mayor, Nate Pike PAGE 2OF2 Office of the Chief of Police Jeff A. Caponera 101 South Powell Parkway Anna, Texas 75409 T 972.924.2848 1 F 972.924.3162 a policecomments@annatexas.gov www.annaTXpolice.org MEMORANDUM TO: Jim Proce, City Manager Dana Thornhill, Finance Director FROM: Jeff A. Caponera, Chief of Police DATE: July 16, 2019 RE: Request for Budget Amendment Lexipol provides law enforcement agencies with state -specific policy and training solutions that reduce risk, lower litigation costs and improve personnel safety in public safety agencies. This policy management, update and training solution enhances our ability to provide quality law enforcement services to our neighbors through the development and implementation of sound and legally defensible policies and procedures. Lexipol boasts that it is the only company of its kind that has a mixture of public safety professionals, attorneys and subject matter experts on staff working to ensure all policies follow best practices and are legally defensible. As part of the City's Strategic Plan, the police department committed to completing the review and update of the policy and procedure manual by December 31, 2019. Using the software solution from Lexipol will help us achieve this goal and will set the department up to begin the process to become a recognized agency through the Texas Police Chiefs Association Best Practices Recognition program. Deploying this software solution will streamline our policy making process and even enhance staff s knowledge of the policies through the use of the training component. This web -based platform is available through mobile apps that officers can download on their smartphones or tablets and have readily accessible in the field. Once implemented, Lexipol's legal team will send regular updates to policies as legislation and judicial changes emerge. I am requesting a budget amendment to use State Seizure funds to purchase this software solution. There is currently $10,217.60 available in the State Seizure account. The annual cost of this solution is $9,611. After the first year, we will need to account for the cost in future budgets, assuming seizure funds cannot carry the cost moving forward. The use of seizure funds for this purchase meets the requirements set forth in Chapter 59 of the Texas Code of Criminal Procedure (See Exhibit A). SERVICE THROUGH INTEGRITY, COURTESY, HONOR & RESPECT. "EXHIBIT A" CHAPTER 59 TEXAS CODE OF CRIMINAL PROCEDURE (d) Proceeds awarded under this chapter to a law enforcement agency or to the attorney representing the state may be spent by the agency or the attorney after a budget for the expenditure of the proceeds has been submitted to the commissioner's court or governing body of the municipality. The budget must be detailed and clearly list and define the categories of expenditures, but may not list details that would endanger the security of an investigation or prosecution. Expenditures are subject to the audit and enforcement provisions established under this chapter. A commissioner's court or governing body of a municipality may not use the existence of an award to offset or decrease total salaries, expenses, and allowances that the agency or the attorney receives from the commissioner's court or governing body at or after the time the proceeds are awarded. (d-1) The head of a law enforcement agency or an attorney representing the state may not use proceeds or property received under this chapter to: (1) contribute to a political campaign; (2) make a donation to any entity, except as provided by Subsection (d-2); (3) pay expenses related to the training or education of any member of the judiciary; (4) pay any travel expenses related to attendance at training or education seminars if the expenses violate generally applicable restrictions established by the commissioner's court or governing body of the municipality, as applicable; (5) purchase alcoholic beverages; (6) make any expenditure not approved by the commissioner's court or governing body of the municipality, as applicable, if the head of a law enforcement agency or attorney representing the state holds an elective office and: (A) the deadline for filing an application for a place on the ballot as a candidate for reelection to that office in the general primary election has passed and the person did not file an application for a place on that ballot; or (B) during the person's current term of office, the person was a candidate in a primary, general, or runoff election for reelection to that office and was not the prevailing candidate in that election; or (7) increase a salary, expense, or allowance for an employee of the law enforcement agency or attorney representing the state who is budgeted by "EXHIBIT A" CHAPTER 59 TEXAS CODE OF CRIMINAL PROCEDURE the commissioner's court or governing body of the municipality unless the commissioners court or governing body first approves the increase. (d-2) The head of a law enforcement agency or an attorney representing the state may use as an official purpose of the agency or attorney proceeds or property received under this chapter to make a donation to an entity that assists in: (1) the detection, investigation, or prosecution of - (A) criminal offenses; or (B) instances of abuse, as defined by Section 261.001, Family Code; (2) the provision of - (A) mental health, drug, or rehabilitation services; or (B) services for victims or witnesses of criminal offenses or instances of abuse described by Subdivision (1); or (3) the provision of training or education related to duties or services described by Subdivision (1) or (2). (d-3) Exce t as otherwise rovided by this article, expenditure of procee prtrty received his chapter is considered to be for a law enforcement purpose if the expenditure is made for an activity of a law enforcement agency that relates to the criminal and civil enforcement of the laws of this state, including an expenditure made for; (1) equipment, includin vehicles, computers, firearms, protective body armor, furniture, uniforms, and maintenance equipment; (2) supplies, including office supplies, mobile phone and data account fees for employees, and Internet services; (3) investigative and training -related travel expenses, including payment for hotel rooms, airfare, meals, rental of and fuel for a motor vehicle, and parking; (4) conferences and training expenses, including fees and materials; (5) investigative costs, including payments to informants and lab expenses; (6) crime prevention and treatment programs; "EXHIBIT A" CHAPTER 59 TEXAS CODE OF CRIMINAL PROCEDURE (7) facility costs, including building purchase, lease payments, remodeling and renovating, maintenance, and utilities; (8) witness -related costs, including travel and security; and (9) audit costs and fees, including audit preparation and professional fees. [LEXIPOL SOLUTIONS PROPOSAL PREPARED FOR: Anna Police Department Chief Jeff Caponera jcaponera@annatexas.gov (214) 831-5312 PREPARED BY. - Brenda Jackson bjackson@lexipol.com (210) 610-5085 2801 Network Boulevard, Suite 500 Frisco, Texas 75034 (631) 786-8643 www.lexipol.com Public safety agencies today face challenges of keeping personnel safe, reducing liability and maintaining a positive reputation. Add to that the dynamically changing legislative landscape and evolving best practices, and even the most progressive, forward -thinking agencies can struggle to keep up. That is why Lexipol is pleased to present Anna Police Department with a proposal for a customized policy management, update and training solution. Our program is designed to save you time and money while protecting your personnel. Our team of public safety lawyers and policy experts continually monitor national and Texas -specific policy changes. We then use these updates to help provide the content and training your department needs to minimize risk and effectively serve your community. AGENCY GOALS Anna Police Department is looking for a way to access comprehensive policies to limit agency risk and enhance personnel safety. By using Lexipol, you will achieve peace of mind knowing your policies are up-to-date and legally defensible. The incorporated policy training component reinforces your staff's understanding of policies and provides individual training acknowledgement. Once you have high -quality policies in place, you want to be sure your personnel use them. The Lexipol program offers online access to your agency's policies through a web -based platform and mobile app. This flexibility allows your personnel to easily reference policies and complete training in the field. Using Lexipol's program will provide Anna Police Department with: • Policies that reflect up-to-date industry standards and best practices • Content specific to the laws and practices of Texas • Daily scenario -based training that reinforces your agency's policies • Timely updates in response to new legislation and case law THE LEXIPOL ADVANTAGE Lexipol was founded by public safety experts who saw a need for legally defensible policy content that was continually monitored and updated based on legislative changes. Since the company launch in 2003, Lexipol has grown to represent more than 3,000 public safety agencies across the United States. Lexipol is the only company with public safety professionals, attorneys and subject matter experts working together to provide essential policies and policy management tools, from continuous updates to mobile access to daily training. Our legal and content development teams follow a rigorous multi -step process to evaluate content for new policies and policy updates, reviewing thousands of pieces of legislation each year. Agencies that use our policy service have clear, effective policy manuals that reflect the true values and philosophy of their agency. Proven benefits of using the Lexipol system include reduced risk and cost associated with litigation, reduced time spent developing and maintaining policy, and an increased ability to focus resources on other agency priorities. We look forward to working with Anna Police Department to realize these same benefits. Copyright 2018 © Lexipol, LLC 1995-2018 - Rev 6/28/2018 Page 2 of 6 Policy Manual Legally defensible, up-to-date policies are the foundation for consistent, safe public safety operations and are key to lowering liability and risk. Lexipol's comprehensive policy manual covers all aspects of your agency's operations. • More than 155 policies researched and written by public safety attorneys and subject matter experts Policies based on State and federal laws and regulations as well as nationwide best practices Content customized to reflect your agency's terminology and structure Daily Training Bulletins (DTBs) Even the best policy manual lacks effectiveness if it's not backed by training. Lexipol's Daily Training Bulletins are designed to help your personnel learn and apply your agency's policy content through 2-minute training exercises. • Scenario -based training ties policy to real -world applications • Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the policy • Each Daily Training Bulletin concludes with a question that confirms the user understood the training objective • Daily Training Bulletins can be completed via computers or from smartphones, tablets or other mobile devices • Reports show completion of Daily Training Bulletins by agency member and topic Policy Updates Lexipol's legal and content development teams continuously review state and federal laws and regulations, court decisions and evolving best practices. When needed, we create new and updated policies and provide them to your agency, making it simple and efficient to keep your policy content up to date. • Updates delivered to you through Lexipol's web -based content delivery platform • Changes presented in side -by -side comparison against existing policy so you can easily identify modifications/improvements • Your agency can accept, reject or customize each update Web -Based Delivery Platform and Mobile App (Knowledge Management System) Lexipol's online content delivery platform, called KMS, provides secure storage and easy access to all your policy and training content, and our KMS mobile app facilitates staff use of policies and training completion. • Ability to edit and customize content to reflect your agency's mission and philosophy • Efficient distribution of policies, updates and training to staff • Archival and easy retrieval of all versions of your agency's policy manual • Mobile app provides in -the -field access to policy and training materials Reports Lexipol's Knowledge Management System provides intuitive reporting capabilities and easy -to -read reports that enhance command staff meetings and strategic planning. • Track and report when your personnel have acknowledged policies and policy updates Copyright 2018 © Lexipol, LLC 1995-2018 - Rev 6/28/2018 Page 3 of 6 Produce reports showing completion of Daily Training Bulletins Sort reports by agency member, topic and other subgroups (e.g., shift, assignment) Reduce the time your supervisors spend verifying policy acknowledgement and training completion Supplemental Publication Service Lexipol's Supplemental Publication Service (SPS) streamlines the storage of your agency's content, giving you one place to access procedures, guidelines, general orders, training guides or secondary policy manuals. • Electronically links department -specific procedural or supplemental content to your policy manual • Provides electronic issuance and tracking for your agency's procedural or supplemental content • Allows you to create Daily Training Bulletins against your procedural content • Designed for standard operating guidelines, procedures, general orders or field guides Accreditation Workbench - Premium Managing the agency accreditation process is a complex task that requires intimate knowledge of policy and extreme attention to detail. Lexipol's Accreditation Workbench Premium provides your agency's Accreditation Manager access to content and tools that significantly reduce the time and effort required to successfully prepare for and execute an accreditation assessment. • Current standards for supported accreditation programs are preloaded and viewable • Lexipol policies are pre -tagged to many applicable standards and your Accreditation Manager can easily add or modify tagging to meet your specific program needs • Compliance checklists are preloaded for each standard, clearly detailing required written directives and proofs of compliance (Accreditation Manager can also customize the checklists) • Upload, store and organize proofs of compliance (e.g., documents, videos) in a preformatted electronic folder system that is based on how the accrediting body organizes standards and its accreditation review cycle • Complete self -assessments by using analysis tools to identify gaps in required proofs of compliance • Streamline assessment process by generating printed reports or showing the assessor compliance items stored in the online system Support+ Package Lexipol's Support+ Package provides a discounted, customizable solution for agencies looking for one-on-one policy implementation support. Packages are offered in 50-hour increments with a flexible scope of work and are offered at a discount off Lexipol's standard hourly rate for professional services. Copyright 2018 © Lexipol, LLC 1995-2018 - Rev 6/28/2018 Page 4 of 6 11111LEXPOL Prepared By: Brenda Jackson Phone: (210) 610-5085 Email: bjackson@lexipol.com Proposal Quote #: Q-04377-2 Date: 7/12/2019 Valid Through: 10/10/2019 Lexipol is America's leading source of state -specific policy and training solutions that reduce risk, lower litigation costs and improve personnel safety in public safety agencies. The services proposed below are designed to guide your agency in providing up-to-date, legally defensible policy and training content to your personnel. Annual Subscription Agreement QTY 1 DESCRIPTIONDISC Law Enforcement Accreditation Workbench Premium (12 Months) USD 1,050.00 15% AIVIT USD 157.00 EXTENDED USD 893.00 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins (12 Months) USD 9,153.00 15% USD 1,373.00 USD 7,780.00 1 Annual Law Enforcement Supplemental Manual(s) (12 Months) USD 1,104.00 15% USD 166.00 USD 938.00 Subscription Line Items Total USD 1,696.00 USD 9,611.00 USD 1,696.00 USD 9,611.00 Annual Subscription Agreement Discount: Annual Subscription Agreement TOTAL: USD 1,696.00 USD 9,611.00 Implementation Services Option Law Enforcement Support+ Package (50 Hours) One -Time Line Items Total Prorated Subscription USD 6,950.00 1 15% 1 USD 1,042.00 USD 1,042.00 USD 1,042.00 Implementation Services Option Discount: Implementation Services Option TOTAL: USD 5,908.00 USD 5,908.00 USD 5,908.00 USD 1,042.00 USD 5,908.00 Copyright 2018 © Lexipol, LLC 1995-2018 - Rev 6/28/2018 Page 5 of 6 1 Annual Law Enforcement Policy Manual USD 1,526.00 15% USD 229.00 USD 1,297.00 & Daily Training Bulletins (Start: 8/1 /2019 End: 9/30/2019) 1 Annual Law Enforcement Supplemental USD 184.00 15% USD 28.00 USD 156.00 Manual(s) (Start: 8/1/2019 End: 9/30/2019) Subscription Line Items Total USD 283.00 USD 1,602.00 USD 283.00 USD 1,602.00 Prorated Subscription Discount: USD 283.00 Prorated Subscription TOTAL: USD 1,602.00 *Law Enforcement pricing is based on 20 Law Enforcement Sworn Officers. The foregoing pricing has been prorated for the benefit of Agency and Agency therefore agrees that they will waive the right to cancel this agreement until the end of the first renewal period. Discount Notes Police One Client discount 15 Copyright 2018 © Lexipol, LLC 1995-2018 - Rev 6/28/2018 Page 6 of 6 EXHIBIT C Fund 24 JIM hL Cost Center FY 19 Adopted Budget Proposed Increase I Proposed FY 19 Amended Budget State Seizure Increase for contract with Lexipol Contract Services $ $ 9,611 $ Total Expenditure Increase $ 9,611 Fund balance $' 9,721 Balance $ 110 THE CITY OF AiAtia AGENDA ITEM: Item No. 10. City Council Agenda Staff Report Meeting Date: 7/23/2019 Discuss/Consider/Act on seventh agreement amending the subdivision improvement agreement for Anna Crossing. (Ashley Stathatos) SUMMARY: This is the seventh agreement amending the subdivision improvement agreement for anna crossing. I n 2015, Anna Crossing started construction. Over the last five years, the amount builders have paid in impact fees has risen from $2,000 for water impact fees, $2,000 for sewer impact fees and $1,350 for roadway impact fees to $4,510 for water impact fees and $4,079 for sewer impact fees for new project phases, and $2,526 for roadway impact fees for all phases. Water impact fees and sewer impact fees for older project phases are locked in at lower fees based on plat approval. Skorburg has requested the water impact fees and sewer impact fees be locked in at $3,200, the amount adopted by the City Council in April 2017. They have requested the roadway impact fees be locked in at $1,849.50, the amount adopted by the City Council in June 2019. Typically, the State provides for the fees being set upon the filing, approval or adoption of the final plat. In the original Skorburg development agreement, this condition was an exception for which we do not know the intent. Skorburg made this request to lock in the fees because their pro forma was based off lower fees, they wanted to be in alignment with typical State law and the higher fees create a market issue making it difficult to get builders to purchase the lots. They, also, requested the commercial impact fees be based off the same ordinances, April 2017 for water and sewer impact fees, and June 2018, for roadway impact fees. These fees are lower than the current fees but high enough to still have businesses talk to the city before developing. These can still be negotiated dependent upon the desire of the Council at the time of development. In return for locking Anna Crossing in at the requested rate, Skorburg has agreed to adhere to our building regulations, in particular, our building material requirements in the zoning ordinances applicable to the property. As you know, the recent HB2439 adopted by the Texas State Legislature has provided developers, builders, remodelers, and owners relief from adhering to architectural standards and building materials requirements effective September 12 2019. This action if approved, will protect the integrity and design of these subdivisions protecting the aesthetics and standards desired. STAFF RECOMMENDATION: Approve the seventh agreement amending the subdivision improvement agreement for Anna Crossing. ATTACHMENTS: Description Upload Date Type 7th Agreement Amending SIAAnnaCrossing 7/18/2019 Staff Report Original Revised SIA Anna Crossing 7/18/2019 Staff Report SEVENTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT This Seventh Agreement Amending Subdivision Improvement Agreement (this "Seventh Amendment") is entered into effective as of July _, 2019 (the "Effective Date") between and among the City of Anna, Texas (the "City") and Anna Town Center No. IBRGT, Ltd., Anna Town Center No. 2/BRTO, Ltd., Anna Town Center No. 3AVARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., Anna Town Center No. 7/LNRD, LLC, 40 PGE, Ltd., Anna Crossing 40 PGE, Ltd., Anna Town Center No. 8/CTS, Ltd. (collectively, "Owner"), and Anna Crossing AMC, Ltd. ("Payee"), as follows: WHEREAS, Owner, Payee and the City are sometimes collectively referenced in this Seventh Amendment as the "Parties"; and, WHEREAS, on March 20, 2014, the Parties previously entered into a Subdivision Improvement Agreement ("SIA") related to the Development of the Property; and, WHEREAS, on September 11, 2014, the Parties entered into a First Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on November 19, 2014, the Parties entered into a Second Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on April 22, 2015, the Parties entered into a Third Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on September 14, 2015, the Parties entered into a Fourth Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on May 10, 2016, City and Payee entered into a Fifth Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on January 17, 2017, the Parties entered into a Sixth Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, the Parties now desire to amend Owner's obligation under the SIA to pay the Roadway Capital Improvement Fee, water impact fees and sanitary sewer impact fees, and to clarify the requirements for certain building materials for the Development; and, WHEREAS, the capitalized terms used in this Seventh Amendment are as defined in the SIA unless expressly set forth to the contrary herein; and, WHEREAS, it is the Parties' mutual intent that this Seventh Amendment shall govern only the subject matter specifically set forth herein and shall supersede any previous agreement between the Parties and City Regulations only to the extent that any such agreements or City Regulations directly conflict with the terms of this Seventh Amendment; and, NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows, effective as of and following (but not prior to) the Effective Date, and only with respect to land which has not been developed as of the Effective Date: SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Page 1 4849-1809-6026v.2 The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Seventh Amendment and said recitals constitute representations by Owner, Payee and the City. SECTION 2 REPLACEMENT OF EXHIBIT A Exhibit A to the SIA is hereby deleted in its entirety and replaced with Exhibit A attached to this Seventh Amendment. SECTION 3 AMENDMENTS TO SECTION 4 Section 4(b)(3)(iii)(1) of the SIA is hereby amended to read as follows: Reimbursement of 100% of the sanitary sewer impact fees collected for Phase 1 of the Project Lift Station and Project Force Main up to a maximum reimbursable amount of $250,000; and thereafter Reimbursement of 25% of the sanitary sewer impact fees collected up to a total maximum reimbursable amount of $750,000 for the Project Lift Station and Project Force Main constructed by Owner and accepted by the City within fifteen (15) years of the Effective Date (which is March 20, 2029). Section 4 of the SIA is hereby amended to add paragraph (a)(3): (3) Owner agrees to pay or require the builders to pay City a sanitary sewer impact fee, which shall be the lesser of. (1) $3,200 per service unit equivalent; or (2) an amount equal to any applicable sanitary sewer impact fee subsequently adopted by the City. Owner shall not be obligated to pay both the sanitary sewer impact fee required pursuant to this Agreement and a separate sanitary sewer impact fee adopted by the City. The sanitary sewer impact fee shall be paid when each building permit is issued. SECTION 4 AMENDMENT TO SECTION 5 Section 5 of the SIA is hereby amended to add paragraph (a)(5): (5) Owner agrees to pay or require the builders to pay City a water impact fee, which shall be the lesser o£ (1) $3,200 per service unit equivalent; or (2) an amount equal to any applicable water impact fee subsequently adopted by the City. Owner shall not be obligated to pay both the water impact fee required pursuant to this Agreement and a separate water impact fee adopted by the City. The water impact fee shall be paid when each building permit is issued. SECTION 5 AMENDMENTS TO SECTION 6 Section 6(b)(2)(ii) of the SIA is hereby amended to read as follows: Except as outlined in paragraph (2)(iii) below, Reimbursable Costs of the Future Roadway Facilities include engineering, design, and construction costs necessary for Future Roadway Facilities in excess of two lanes of each roadway included in Exhibit F that are constructed by the Owner and accepted by the City within fifteen (15) years of the Effective Date of this Agreement, (which is March 20, 2029). SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Page 2 Section 6 paragraph (a)(3) of the SIA is hereby deleted in its entirety and replaced with the following: (3) Owner agrees to pay or require the builders to pay City a Road Capital Improvement Fee, which shall be the lesser of: (1) $1,849 per living unit for single family and duplex developments, $1,146 per living unit for multi -family developments, $5,486 per 1,000 SF of gross floor area for commercial/retail developments, $8,304 per 1,000 SF of gross floor area for restaurant developments, $2,755 per 1,000 SF of gross floor area for medical/office developments, $715 per 1,000 SF of gross floor area for institutional developments and $715 per 1,000 SF of gross floor area for all other types of land use; or (2) an amount equal to any applicable roadway impact fee subsequently adopted by the City. As to any given living unit or as to any given 1,000 SF of gross floor area for all other types of land use, Owner shall not be obligated to pay both the Road Capital Improvement Fee and a roadway impact fee adopted by the City. The Road Capital Improvements Fee shall be paid when each building permit is issued. SECTION 6 AMENDMENT TO SECTION 11 Section 11 of the SIA is hereby amended to add paragraph (o): (o) Building Materials. Owner agrees to comply or to cause the builders to comply with the masonry building material requirements and all other requirements set forth in the following zoning ordinances applicable to portions of the Property: a. Ordinance No. 129-2004, passed and approved by the City Council of the City on February 24, 2004, as amended by Ordinance No. 627-2013, passed and approved by the City Council of the City on July 30, 2013, as amended by Ordinance No. 755-2018, passed and approved by the City Council of the City on June 12, 2018; and b. Ordinance No. 236-2005, passed and approved by the City Council of the City on November 1, 2005. SECTION 7 AGREEMENT REGARDING PRIOR COLLECTIONS The parties acknowledge that the City may not have collected from builders the full amount of impact fees that it could have collected from builders based on increases in the amount of such impact fees charged to builders ("Fee Increases") and as a result, as of the Effective Date, the total amount of reimbursements that would have been paid to Payee if the City had collected such Fee Increases has not been paid. Owner and Payee waive and release any claims they may have against the City as a result of the City's failure to collect the Fee Increases prior to the Effective Date; however, such waiver and release shall not affect or limit the total amount of reimbursements payable to Payee pursuant to the SIA, nor the City's responsibility with respect to the collection and payment of impact fees to Payee following the Effective Date. SECTION 8 CONFLICTS AND EFFECTIVE DATE To the extent of any conflict between this Seventh Amendment and the SIA, this Seventh Amendment shall govern and shall run with the land. The Effective Date of this Seventh Amendment is the date that the last of the Parties' signatures to this Seventh Amendment is fully and properly affixed to this Seventh Amendment and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until the City Council has duly adopted this Seventh Amendment and Owner and Payee have duly executed same. SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Page 3 [SIGNATURE PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Page 4 Owner: Anna Town Center No. 1/BRGT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/BRGT GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1 BRGT GP Corporation, in its capacity as general partner for Anna Town Center No. 1/BRGT, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 2/BRTO, Ltd., a Texas Limited Partnership By: Anna Town Center No. 2/BRTO GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 2BRTO GP Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 3/WARN, Ltd., a Texas Limited Partnership By: Anna Town Center No. 3/WARN GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 3/WARN GP Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 4/SHRP, Ltd., a Texas Limited Partnership By: Anna Town Center No. 4/SHRP GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 4/SHRP GP Corporation, in its capacity as general partner for Anna Town Center No. 4/SHRP, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 5/HSLT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 5/HSLT GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 6/LNRD, Ltd., a Texas Limited Partnership By: Anna Town Center No. 6/LNRD GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 7/LNRD, LLC, a Texas limited liability company By: Skorburg ATC No. 7/LNRD, Ltd., a Texas Limited Partnership By: Skorburg ATC No. 7/LNRD GP Corporation, a Texas corporation, its General Partner Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Skorburg ATC No. 7/LNRD GP Corporation, in its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing member of Anna Town Center No. 7/LNRD, LLC. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: 40 PGE, Ltd., a Texas Limited Partnership By: 40 PGE GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of 40 PGE GP Corporation, in its capacity as general partner for 40 PGE, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Crossing 40 PGE, Ltd., a Texas Limited Partnership By: Anna Crossing; 40 PGE GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Crossing 40 PGE GP Corporation, in its capacity as general partner for Anna Crossing 40 PGE, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Owner: Anna Town Center No. 8/CTS, Ltd. a Texas Limited Partnership By: Anna Town Center No. 8/CTS GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 8/CTS GP Corporation, in its capacity as general partner for Anna Town Center No. 8/CTS, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 Payee: ANNA CROSSING AMC, LTD., a Texas limited partnership By: WINDSOR HOMES ISAAC COVE LLC, a Texas limited liability company, its General Partner Lo Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Windsor Homes Isaac Cove LLC, in its capacity as general partner for Anna Crossing AMC, Ltd. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT — Signature Page 4849-1809-6026v.2 C �2I2GI By: Jim Proce, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned notary public, on the day of , 2019, appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in her capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 Exhibit A Property (See attached) SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 m N �Y�++ IMP r K Ld 1} - +C Lul M 1(, T 1 CLI Hli fV�'�F 11 l�d•U S.I rli,.s►d ¢;3 1llei��l�l� ilQ� � » �� � • oE}. �q 4qqpp fpfp``¢¢ryryN � #� iri P Ld p} 9`LZi O_ in fi t93fsHK,6L Al =� ID I_J I G W R ^] f k QV LO F. ,A E¢[G we w- F 4TI 2 aiJ v m tiAQ CC"ii Ji � a K3 t, �Y-: r- V) m ? � # 02 �J z (�}¢ " w LO Ld zr 13 � H a revolv�z u7 +� z <CA L f SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 LRGAL DESCRIPTION TRACT i 1313iNG, a irtrct of Innd out of U GiAnd wn Stark, Abstraot No. 798, end beingpart of n 2,19,614 acme tract, vs x'8rx rUd in Vol. 4942, Vg, 511., Ft 40,001 ache tract, as d Abed In Dracument Na, 20070409U I]Il472400, a 43.67 acre tract, as dosorlbed in Volurno 5717, Pago. 24.11, a 29-80 sore tract, as described In Dmiment No. 20070208000183560, a 40.00 acre tract, as descr-tired in. Whir to 5622, Pago A63, a 129.92 acre tact, as desadbedin. VolumD 5631,, Page 2600, and €r 40,574G acre tract, 6 desorlbod Jn Volume 5619, Pago 2879 in. Ovs Deed R cards of Collin Comity, Texas, and being mom parf oularly dosorliaed its follow: )WINNING, at aW inch Iron rod i''ouM at the Rost wr•thorly northeast corner of said 40.001 acre traO, bejng the we$ lion ofWildWOM Nouns .AAdditfou, uii addition to the City of Anna, as d owilb art In Vol, G, Pg, 746, Ill the Plat Rwords of Collin C:oWlty,'Yox€ As THENCE, E, Nooth O1° 8'33" Weat, along th* cast line of ;aid 40.001 raciv tr:got Band tba west J.itta of Bald Wildwood F=is A(dition, for a distance of 736, 06 feet, to n 5/8 inch hon rod fuund at the 5utttlavrest comer of Wd. lidw d Farms Addition and boron an interior 611 Comers of sold 40.001 Rue tract; Tl:lfi3NCE, xgauth 88034`00" Bast, along the TLu h l ine of said 40.001 am traot and the south line (f lcl'Wi l4woo d Nat'tns ,Addtion, far a d6ttitLoe of 1234.5D feet, to a 5i8 inch iron rats faLmd at than-Dt'thoast corFier of said 40,{001 aOi' Vaet; , 711I?N CE, South I11111'4 G„ West, dcparting the south line of said Wildwo od Farms Addition and taiong the oast litre of saM 40,001 a,oretraet, Ta a disUtaee of 1223.20 feet, to a % inch Iran roc j found at 0--Fc soulheast rnor of mid 40.001 aam tract and belrag tie tLortheast comm of said 43.67 gace tract; TkIWCII, S oath 01,99 191, Nest, along the east find of eafd 43.0 acre tract, fbr a ,distance of 668.88 feat, to a ]A- inn, lion rott foand in the, emit r Rau of La Falarn a, an addidoll to tho City of Anna, as de#ot1( din Vol. C, Page 41.8 in s:Md Fiat Rewrds; THENCE, Nortlt 8913110100 Wort, alolig'ttie ;srruth Jive of Bald 43,67 =0 tract wid along the nosilt line of saki LaPaiotrna, far a distaum or:2100.92 feet, to a p aitrt for ca Boy at thl" norOiwost comer of rrald LaPalortaa and hAii ; the nattheak comer of said J29,92 thr'm tract, THENCE, F50} tttt oil 13, 481, West, aloaag the west line of said La Palotua Find the oast litre of said 1.2.9.92 ftuxLy tract, for It distance of 1.127,89 feet, to FO'A Mob iron yod fout►d at tiro Southeast orintor of said 12.9,92 ao'e trad, THE C K North 87a0:3'41" Vest, dcp:rrtiaYg ilia wewstrlinc sad saldLft 1'algma and along tbe, wkith line of said 129.92 gure tract, for a distance ref 15.88 fee#, to a V2 inch irnrt rod found; T ENCS, North 8720' 1 S1" Vest, nic,Fig tila 80LA Brie of sold 129.92 finct, for a disk -Once of 1894,06 feet, to a 1h itrch lranio l found; �G 1 or 3 SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 IrBF C,7I North 01040'03" FaNt, C01-t11111ing alutig t Hid south lino, ft a distance of 18.35 foot, to calculated ljodnt for corm; TI-TE CE, Norlh 88019"57" West, continuing ajatjg said swath lint, far a distance of 952.27 feet, to o calcubted polntfor corw TF3FAC+I[',13, South Ella f 7'2.2" Wort, departing said s outh 1hip,, for a d19tanm of 1537.42 fmi, to a JA lnch iron and found attloa soot1wast cormr of said 40.5756 scro tract, TFIE NCE, Nalth 88-14155" West, along the soudi Jim of m1d 40756 acro tract, for a c1Mativeo of 669.97 feet, to a eg101114e4 poititfOr c0vncir, TF3MCN, hlarlh 88`131109" West, corkt.inuirig along sa1d south, if te, foi a distonco of 331,49 feet, ttj a% inch Iron ladfbond; THENCE, Nofflo 88" 12'OT' West, confining along satd south lino, fog in distance of 336.73 feet, to a inch iron rod 1bund at tho southwest corlmr of saiid 40,5756 aQm t et TII WCE, NWh 00"54'131Bast, s,long t m west line of said 40.5756 acne tract, ftau a distance of 1335.10 feet, to a Cal uvlutedPoint for corner in th'o 6016 line of sand 129-92 acre tract,' THENCE, d`LoM 88"19' 57" West, alwig the south. Ras of said 12.9.92 aero E mot, for a distance of 853.62 feet, to a csjoitlated point fog° coxrjer tot the southwest corner of said 129,92 acro tract, TIH5903, north 19148'29"Bost, along the wcat line of said 129.92 acre tenct, fog' a distance of 2 82.75 Aiet, to a calculated point for WMex at the no:ithwost comer of acid 40,00 awe tract Pam t eing the sopthwest oornu of said Z8,614 aofe t1'act; '!`1 Nc,,a, Nalij, 19°491 W, Bast, along the wost line of said 230.614 ecar. tract, fbr a distance of 787.79 feet, to a calculutodp4ntfet coriter at fho point of ourvaturrfi of EN curve, to fhe 14, having a x'adius of 2,914,83 foot, a central angle of 17"50' 12'', and a tangent of 417,40 feet; THENCR, ovjitlnjifjigalong said v+nst lltte €ir1d withmid mime to tho leftfol au arc distance of 907,41 fect (Chord BandrLg 1* aA 10"S31581" Nast-- 903.75 feet), to a ealoolated point far co e , '1'ERWIR, North 01'058'5T' Fmt, conti=4 olung oiW weallm, for a distance of 186-33 fmt, to n calmlated polatfo r o[smov at the nolthwwt cornet' of said 238.614 aoie hoot; THENC% cuth 8804T1 "Rmt, faong the 11oxtlo line of sold 239.614 ac= tract, for a distance of 1359,79 feat, to to 4"x4"oonmte monument found; T.HRNCF, South 88'52' 1{]" Mat, eontitxulaag along said it llb line, for a d1stalice of 661.91 Rot, tcj x 4"x4" colimte 0 0111lmant fiollrid, G?,0' % SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 ']'SCE, along nid north line, for a distmaca of 110.22 feet, to a M itch ivon rod found; - TF3NCE, Sokt[h 88°16'31" M&4 oontlnuing along s-pad iielkh line, fbc a distome, of 1556.75 feet, to the FOIN ' OF 13h(JI N ING quid oontohdng 569397 acm of ]W. s 05 SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 LEM DESCRIPTION TF ACT 2 Frntas 0W 130ha16 NOWT elturl 24.27 Acrna fitfATFTS ilk 111e Stale of ra3kw, eovory 11t GaIlils, 1:-31111 ppail Df lllk lirknadiijulr utakfk %lv AI)ntlat-t rftk. 7�8. ReNlg lite ``vrt rill u ;A40 0aro boot If w modal) ulydrr Cauaty Clopk Ilv, DC-0000181 of the Collt, Corily Land J{gMs with wN praalleos I&D Moro laoativti!wy d1lvwIIlA4 vu WA, tlE.2'n ]flft rd. a 1011lac1rl xplkt! Nulls I1161%Illy tl-;a ffktelrraatldll of tllu 11WIraxtr111a1a inkNle or -UmiV Ra11d 422 w11h llre NUFA rlghl-al-kfay ]IPA of SIM NIg1wlujf NO' D oald c.wrlor InlRQ Zhu 11011thru5l eolll4t of tlla horaln & wr bod prorarcoa and Ow a0liWSt cbrdkrar fri u 66s'tfr ocro 110al as raaDralW 10 }rrrunu:.516, .11000 id I or 111a 1 t1VA c`oirlw9y LnA Rteraak T0,12 wills 11w aitptlwr w1:# Irdddla of C'oul,.ly toull 122. 1114 aofll illld 1110 nPllls Illkor o! eao 6M acre tralot, Wout 741.90 foot 4 a rallro4cl oplka aok nt 1hu oyproxfmolu Gcknloillrt Intow"tlon of County kad 422 with Coonty food 42,E rhorklggg Elie WbkllJr6'AA t91Ir1t41 ur 109 p1011)lkk6, ilia 110E lwoot t:61I1k4ur kaffl 9A 06 vor6 irutt, nd 'belrl� 41 tlka maol Ill" of 110p i'r, 1i?.4) otly tract; Plai4k 011 ilro rip�Ifrnnko rnfrlsllo of f r=1m1& Wd 03 rllmku ilao wool Ihrn ul tnhl prarrIson, IN works 1lusP raf nhlrl 311,611) nrro trek, call Rlko ov3i alha oo<erel wol tracla of Io-nd, 141ar111 OCk'AiW" Eaat, puAing tit 270.7? (W a 0-11W, frcIr,)i% rod laalul, pwIlrrr oil 4411.06 coal c 1�r��Iact1 Iran read .rower, jlQe0atfl bt "CO tool 41 �-rn��14 ,1 for] 1410klr, ird0411 Qk 06-113 Itn1 c1 re-rnl=lk reon r'aa1 iouu{r, poaiarp tit PQT.05 fslat k �~faarlk 4vn roil fVtmrl% paiiolq tit V0.00 fftk a PYL nall folmd MWWW Zhu fntorscatlarl ai Coull(y ANJd IIM6 ( g)lltq TAVI), ppas*h g al 11 kih" fnbl u [`X Bull MIA -grid tsala4iNwIng for rA WWI +�!itylAc4 91 11M,B4 root Lo u ri*lilrml WIka kcl 111001D 11+rk laultlrNalut oarnfof or wh1 11r0lntsa tln4r Ilia o*u11 wtw( �cotlror or ak'11 01 I.tro wok m mucli 4 Wor 00ulkv i':tafk . 04-01 11-192 13f Pie 11o11k, VVVAV L+m;f 1,1cW0111 MEWF, wltlk ifla iim,1Ir 1W or n6il prenrinrw nod 11ra aolM lho 0 anrd 1.74 woo boll, Htrrlb 09'2*'1I0' W, jiming nt 2W.24 fobt a ir" 11,11k York rQq ftr.4t41 11101kr+kg 1116 solAhamat colllor of wid 1.21 Vd n 1Uarat olld lfle "Meet typ w of a p.m viva hot (1101M VIA erlsiwlp 118)tl,arl ed a 6.; b Nair 1=1 0 in 1owine a4, lam mo ai i11a min, Nunty 44mr RKuvio for a w1cll rrls 4P.! lB of 074.7f1 feat 10 a OCA wlp8d kolk toil futltrfl Ili Liao most ifght-of-huy flea of Stglo liloiveW 1h, Cs ingldrn} tho cautiloast coinaf 1�f skid 64r4 aala irlol al„1 tha I5atlh"t career rrf uftM {irwrfu,; THEE;CE with lira 41uhttirly rdlo of mlid plrelrtlnar; rrlld 1150 wsotarly 111® of Sltltu R1d1,Nrsy U0, Ii aly folnar : ,'IMwtlk DY61',}Q` V2.504 1 '22 fkat 10 n M1 illa Cnppfadl -fnah {iron (af oak marklu9 ilia kOwbu of 11 rural to like &jlll; SAr111r mtorly a ong "N cur* h/awlnq a conkt angio- of WM01* wNh -a rNlIk1p of :1?W?2 fawt, for dh oT4 dattmvo of 08,42Idetchord � &bunts 1CrD2'-I6" Wvl, gM.lu� feat) W sr 3lourle cliI nd 1-t11C11 hill rod 4,ak alkorklrty V14 0411 of .Doll) carrv-01 oui)k 1E1` 1 OR'A A, 1dx,Do toot to 1110 1161111 of 1.49bnlhg cliul volklhlrLq 1,45 ,338 ar}drora lout or 207 eons of 11lP4 SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 LEGAL pESCRIPTION TRACT 3 I.EGALF 53011IFTICt4 1 j4p,166 t, rT, d s0,9 d AORr S I=IN C1 tr �9°9944 wry lroot W lalid sllri0lad ira ltaa Gf��5NDIE31 1 GTAR K SUR Y, ABSTRAC,T t4r 3 PEi4# A",iaP l ,l uri9 +xir7ly,'rexa,j �r1d bg1np pel of Rha1 lied 1TA°�4;�crd�tre+cct of Ir�nde�5nueyect by dwarf Io H. ans�. roa rdo In VoWlla 144, P&P( 246, t�a� R000rds, CLIlln Gounly,1'0n �I}.13,C.�. d',} ailtl [aeln� rna�s rertlol'laa d8uglhad as, Pak AN 3 r tIiWIJRIdt] of a Irt iron rod Iollnd for MOW In the a)ullp0a_gj iig )ti DI.Vjay lirQ of Ihp UnIon Padno Rntff"d fa 100' I "a+1:. flrtdl belno in Iles 60�113.r 0100,ply pow i ! 421 mid M*A 0WlN17i otsfrle ntsold �g,fa�ga aar� lrrr�ls�(l�ttrcll dv , mlrl 00 0043, �, Plono thl§ =111lansl Nhl-of-YMY Ilrre OW-l' k 31 11 "frola rod tt�rind far comer 4i11dbRing aria s01141r� 681 Wtn4tOf a 0011e61� l� o ti-00'Of lL9i16 C0rrrayed by i o to- 1r01i3f11y ;tilrinlrlghaill, rerr�rrle(l III V, lIw4j W2, p4j4j� �djo, l),R,CL,O.TI �rHIEW"L. S 00 dov, It uad wIll 3� , r along the sovh ilrn� of OfIld'19.211 noro je&A dINA ant elnb biong Ott await, f1� or e i OZ I �lote lrat of 100 (0MOly04 by ela&d 10 Ct (30 R- OunrdrTghanl, roG')T d do Volti1Tle 002, ft�a W15, a delisIel)" 01,ajo,643 foot to j� tfTl Iron rod Io441od for rvrrior ands 1411g llro srnef ofaki a+it Linnlr#f1hoill irecl of lertitl end b8ing In ttw Wig*t 91nia ut f, rellgrl 10°164 ee(e boat of Ipnd ponveyyod hY d08d Aiferl Fairllr, v0001100 In ( 0unty 01011eFII0140- @"0E `1r36$' D' R.�,C,Y,. i I1yRU C S 01) �i01r° d4 ttlltk ZI3 Mt 5, AW10 the W'risi llr'0 01 saftl 1 n,1I•+4 e�.�a heel a f 1+�1d, b cft�tmlrc>r o1 tpi'10vo r0e1 to N JJV Irort tact set rot torrxar and Be N In 1116 W1110r of Gorulty fjoo(14 I, rbsld sae be-lrrq 1hfi ao4+lly lenTil9i' f 041d 10°°tb+1 mrs U0o10f(AWIL ', H� O('. N 00 dop, 44 r141n. 00 , W. OfClJlji t110 ceder of �41d ildtNlty lie l 42i, M ai9�t�,x:a or 9,7�4°A�" feet to Idle JOINT OF BEGIN10-10 and "Ohlnfal0 �, �A2,1 �� �q° fi-war 3Q°1�$44 rxcros of 1r1r�P° SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 Tract 4 — Survey and Legal Description If — r 1f rig / I r I l ! f ! �o-.EY`fLL— / 5 � 6rtNJ 0� ep 1 o.P RGGT, - 69 ccw. w II - / K6 I �\ aaE� sveE rs`rw�c� ,sen w-rauw .n�.uw lv� I I I I — i REiE6551NG itHAB OAA [O ElV 6� p10£R,3� I I ' I I I I I I I I I� � _ I I I I I� I � - 4.066ACRES - QR 177,975 SQUARE FEET Poananl of *NA TONM CENTER NO. E/CIS, LTo. INSTPl1M—Nl1M- 201a�2.R.C1315a90 C.P.RCC.T I I T WeAw'.Ili 6E�NN�IN�G BEING 4.086 acres (177,976 square feet) of land in the Granderson Stark Survey, Abstract No. 798, City of Anna, Collin County, Texas; said 4.086 acres (177,976 square feet) of land being a portion of that certain tract of land described in a Special Warranty Deed to Anna Town Center No. 8/CTS, Ltd. (hereinafter referred to as Anna Town Center No. 8 tract), as recorded in Instrument Number 20141203001315490, Official Public Records, Collin County, Texas (O.P.R.C.C.T.); said 4.086 acres (177,976 square feet) of land being more particularly described, by metes and bounds, as follows: BEGINNING at a mag nail found for the Southeast corner of said Anna Town Center No. 8 tract, same being the Southwest corner of that certain tract land described in a Deed of Trust to Louis C. Miller (hereinafter referred to as Miller tract), as recorded in 19930204000086770, O.P.R.C.C.T., same being the North line of that certain tract of land described in a Special Warranty Deed with Vendor's Lien to Anna Highway 5, LLC (hereinafter referred to as Anna Highway 5 tract), as recorded in Instrument Number 20121228001650300, O.P.R.C.C.T., same being the South line of said Granderson Stark Survey, same being the North line of David E W Babb Survey, Abstract Number 33, same also being in East Foster Crossing Road, also known as County Road 421; SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 THENCE North 89 degrees 11 minutes 34 seconds West with the common line between said Anna Town Center No. 8 tract and said Anna Highway 5 tract, and with the common line between said Granderson Stark Survey and said David E W Babb Survey, and along said East Foster Crossing Road, a distance of 333.98 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Southwest corner of said Anna Town Center No. 8 tract, same being the Southeast corner of that certain tract of land described in a Warranty Deed with Vendor's Lien to 40 PGE, Ltd. (hereinafter referred to as 40 PGE tract), as recorded in Volume 5387, Page 468, O.P.R.C.C.T.; THENCE North 00 degrees 11 minutes 26 seconds West, departing said survey line and said East Foster Crossing Road and with the common line between said Anna Town Center No. 8 and said 40 PGE tract, a distance of 529.48 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Northwest corner of the herein described tract; THENCE North 89 degrees 49 minutes 30 seconds East, departing the West line of said 40 PGE tract, and crossing said Anna Town Center No. 8 tract, a distance of 334.71 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Northeast corner of the herein described tract, same being in the East line of said Anna Town Center No. 8 tract, same being in the West line of said Miller tract; THENCE South 00 degrees 06 minutes 25 seconds East, with the common line between said Anna Town Center No. 8 tract and said Miller tract, a distance of 535.21 feet to the PLACE OF BEGINNING, and containing a calculated area of 4.086 acres (177,976 square feet) of land. SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 Tract 5 — Survey and Legal Description + I ! YaNle)WM / ""[` vuu � � MIUxu.Mq, FH£H1J ��.'� f IleTnwe � cAwel5RaLiu90 �.mm ! � I 1 Ff 1: mown i 8'� fl 1 r•! �,, ! gh. 1! ! y 1 + ^s YJ �i' � seLvel�Lasw ,/y�3� i Laar= AlrlvucrtFn roloE�se.no[ Lm s _ 0.ISA- 6.013 ACRES- . OR 261,919 SQUARE F€FT Lrwm.w. j MR7[IvI OF I I N09tt15. L>tp.E0. II I' ivscrc, auN�u Lbli�ldA3KR31S4A0 I I� o.P.0.C.C.T. 4 I nv aHa[ • ar+. imx x++.�l I I , II �¢g 7•� egx'�+1 I .? I uv.r..cx 11 - ullmz,,.��.a...,, a.�,v.,,ovmlw.r.,.. awiuiwi" auc cry 'O �xmu.�i nFgr[i pY"may- pM,i lIJNbEN. S. r Ia BEING 6.013 acres (261,919 square feet) of land in the Granderson Stark Survey, Abstract No. 798, City of Anna, Collin County, Texas; said 6.013 acres (261,919 square feet) of land being a portion of that certain tract of land described in a Special Warranty Deed to Anna Town Center No. 8/CTS, Ltd. (hereinafter referred to as Anna Town Center No. 8 tract), as recorded in Instrument Number 20141203001315490, Official Public Records, Collin County, Texas, (O.P.R.C.C.T.); said 6.013 acres (261,919 square feet) of land being more particularly described, by metes and bounds, as follows: BEGINNING at a one-half inch iron rod with plastic cap stamped "CORWIN" found for the Northwest corner of said Anna Town Center No. 8 tract, same being the Southwesterly corner of that certain tract of land described as Anna Crossing Phase 1B (hereinafter referred to as Anna Crossing Phase 1B), an addition to the City of Anna, Collin County, Texas, according to the plat recorded in Instrument number 2017-570, Plat Records, Collin County, Texas, same being in the East line of that certain tract of land described in a General Warranty Deed to Cecil Burl Cunningham (hereinafter referred to as Cunningham tract), as recorded in Instrument Number 20151123001471250, O.P.R.C.C.T.; THENCE South 89 degrees 16 minutes 12 seconds East, departing the East line of said Cunningham tract and with the common line between said Anna Town Center No. 8 tract, and said Anna Crossing Phase 1B, a distance of 335.89 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Northeast corner of said Anna Town Center No. 8 tract, same being the Northwest corner of that certain tract of land described in a Contract of Sale and Purchase to Robert W. Price (hereinafter referred to as Price tract), as recorded in Instrument Number 1993-8676, O.P.R.C.C.T.; SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 THENCE South 00 degrees 06 minutes 25 seconds East, departing the South line of said Anna Crossing Phase 1B and with the common line between said Anna Town Center No. 8 tract and said Price tract, pass at a distance of 665.04 feet, the Northwest corner of that certain tract of land described in a Deed of Trust to Robert W. Price and wife, Jessica M. Price (hereinafter referred to as Robert and Jessica Price tract), as recorded in Instrument Number 1997-69675, O.P.R.C.C.T. and continue with said course and the common line between said Anna Town Center No. 8 tract and said Robert and Jessica Price tract, pass at a distance of 764.85 feet, the Westerly Southwest corner of said Robert and Jessica Price tract, same being the Northwest corner of that certain tract land described in a Deed of Trust to Louis C. Miller (hereinafter referred to as Miller tract), as recorded in 19930204000086770, O.P.R.C.C.T., and continue with said course and the common line between said Anna Town Center No. 8 tract and said Miller tract for a total distance of 778.53 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Southeast corner of the herein described tract; THENCE South 89 degrees 49 minutes 30 seconds West, departing the West line of said Miller tract, and crossing said Anna Town Center No. 8 tract, a distance of 334.71 feet to a five -eighths inch iron rod with plastic cap stamped "RPLS 4838" set for the Southwest corner of the herein described tract, same being in the West line of said Anna Town Center No. 8 tract, same being the East line of that certain tract of land described in a Warranty Deed with Vendor's Lien to 40 PGE, Ltd. (hereinafter referred to as 40 PGE tract), as recorded in Volume 5387, Page 468, O.P.R.C.C.T.; THENCE North 00 degrees 11 minutes 26 seconds West, with the common line between said Anna Town Center No. 8 tract and said 40 PGE tract, pass at a distance of 586.15 the Northeast corner of said 40 PGE tract, same being the Southeast corner of said Cunningham tract, continue same course with the common line between said Anna Town Center No. 8 tract and said Cunningham tract, for a total distance of 783.83 feet to the PLACE OF BEGINNING, and containing a calculated area of 6.013 acres (261,919 square feet) of land. SEVENTH AMENDMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT 4849-1809-6026v.2 TEXASCITY OF ANNA, RESOLUTION NO. 2014-02_ A RESOLUTION OF THE CITY OF ANNA, TEXAS RESCINDING RESOLUTION NO. 2013- 12-12; AND APPROVING A REVISED SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA TOWN CENTER NO. 1/BRGT, LTD., ANNA TOWN CENTER NO. 2/BRTO, LTD., ANNA TOWN CENTER NO. 3/WARN, LTD., ANNA TOWN CENTER NO. 4/SHRP, LTD., ANNA TOWN CENTER NO. 5/HSLT, LTD., ANNA TOWN CENTER NO. 6/LNRD, LTD., 40 PGE, LTD., O.P. LEONARD, JR. INVESTMENT COMPANY, LTD., NANCY ALICE LEONARD INVESTMENT COMPANY, LTD. (COLLECTIVELY, "OWNER") AND ANNA CROSSING AMC, LTD., ("PAYEE"). WHEREAS, on December 18, 2013 the City Council of the City of Anna, Texas (the "City Council") considered a Subdivision Improvement Agreement with the Owners of an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798, and; WHEREAS, the Owners have requested additional changes to the agreement considered by the City Council on December 18, 2013, and neither the City of Anna, Texas (the "City") nor the Owners of the property have executed said agreement approved on December 18, 2013, and; WHEREAS, the City has negotiated a revised Subdivision Improvement Agreement (the "Revised Agreement") regarding the construction of certain public improvements necessary to serve an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798, and; WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that approval of the Revised Agreement will benefit the City and is in the best interests of the citizens of Anna; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Resolution No. 2013-12-12 Rescinded. Resolution No. 2013-12-12 approved on December 18, 2013 is hereby rescinded. Section 3. Approval of Subdivision Improvement Agreement. The City Council hereby approves the revised Subdivision Improvement Agreement attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the revised Agreement. RES. 2014-02-01 Skorburg Agreement PAGE 1 OF 2 02-11-14 Section 4. Expiration of Approval. The City Council's approval of the revised Agreement authorized under Section 3 of this Resolution shall expire if the Owners and the Payee fail to fully execute the revised Agreement (Exhibit 1) and deliver said fully executed agreement to the City Manager within thirty (30) days from the date this Resolution is approved by the City Council. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 11tn day of February, 2014. ATTEST: APPROVED: Nat a Wilkison, City Secretary Mayor, Mike t ``,```l�lilii rl'r7fllttttr/ d � a RES. 2014-02-01 Skorburg Agreement PAGE 2 OF 2 02-11-14 SUBDIVISION IMPROVEMENT AGREEMENT This Subdivision Improvement Agreement (this "Agreement") is entered into between the City of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd., Anna Town Center No. 2/BRTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., 40 PGE, Ltd., O.P. Leonard, Jr. Investment Company, Ltd., Nancy Alice Leonard Investment Company, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee"). WHEREAS, Owner and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject matter specifically set forth herein and that this Agreement, and shall supersede any previous agreement between the Parties and City Regulations only to the extent that any such agreements or City Regulations directly conflict with the terms of this Agreement; and WHEREAS, Owner owns and desires to develop a parcel or parcels of real property (the "Property") in Collin County, Texas, which is composed of approximately 600 acres of land located entirely within the corporate limits of the City of Anna and is more particularly and separately or jointly described in the attached Exhibit A; and, WHEREAS, Owner acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and, WHEREAS, Owner understands and acknowledges that acceptance of this Agreement not an exaction or a concession demanded by the City but rather is an undertaking of Owner's voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit Owner's development of the Property; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION 1 RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owner and the City. SECTION 2 DEFINITIONS Actual Amount Paid with respect to each category of Public Improvements, means the dollar amount actually paid for the Reimbursable Costs at the time of full and final completion, dedication and acceptance of each such category of Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 1 Capital Improvements Plan means the City's plan that identifies capital improvements or facility expansions for which impact fees may be assessed, as may be adopted or amended by the City from time to time. City Code means the Anna City Code of Ordinances. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager if the designation is in writing and signed by the current or acting City Manager. City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City. Development means the new development on the Property that is the subject of this Agreement. Estimated Reimbursable Amount, with respect to each category of Public Improvements, means the dollar amount of Reimbursable Costs as determined under Section 3(a) of this Agreement. Final Reimbursable Amount with respect to each category of Public Improvements, means a dollar amount equal to the Estimated Reimbursement Amount or the Actual Amount Paid, whichever is less; provided, however, that the Actual Amount Paid for Reimbursable Costs shall be deemed to constitute the Final Reimbursable Amount even if said Actual Amount Paid exceeds the Estimated Reimbursable Amount, but only to the extent that the City has approved reimbursement to the Owner of any Increased Amount in accordance with Section 3(a)(3) of this Agreement. Future Roadway Facilities mean the future roadway improvements described and depicted in further detail in Exhibit F. creased Amount has the meaning assigned under Section 3(a)(3) of this Agreement. Perimeter Trails mean the trails which may be privately owned and maintained as described and depicted in further detail in Exhibit E. Public Improvements mean, collectively, the following categories of improvements that shall be owned and maintained by the City: Sanitary Sewer Facilities, Water Facilities, Roadway Facilities, and Future Roadway Facilities. Reimbursable Costs, with respect to each category of Public Improvements, means the cost of design and construction of said Public Improvements as described respectively in Section 4(b)(3), Section 5(b)(3), and Section 6(b)(2) of this Agreement. Notwithstanding any provision of this Agreement, Reimbursable Costs do not include the value of property/easement dedications by Owner that are located within the Property and that are necessary for access, maintenance, repair, or removal of any of the Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 2 Roadway Facilities mean the following improvements to be constructed by the Owner in accordance with design/construction plans to be approved by the City: (1) the CR 422 Roadway Improvements as described and depicted in further detail in Exhibit E, and (2) the Perimeter Trails as described and depicted in further detail in Exhibit E. Sanitary Sewer Facilities mean the Clemons Creek Sanitary Sewer Interceptor, the Project Lift Station, and the Project Force Main to be constructed by Owner as described and depicted in further detail in Exhibit B, attached hereto, and in accordance with design/construction plans to be approved by the City. Water Facilities mean the CR 422 Water Main Extension to be constructed by Owner as described and depicted in Exhibit D, attached hereto, and in accordance with design/construction plans to be approved by the City. SECTION 3 GENERAL PROVISIONS. (a) Determination of Estimated Reimbursable Amount. Before Owner may commence construction of any portion of the Public Improvements, and before the City is obligated to amend its Capital Improvement Plan as provided for under this Agreement, the Parties must first determine the Estimated Reimbursable Amount for each category of Public Improvements. The procedure for making such determination is as follows: (1) Within 45 days of the Effective Date of this Agreement, Owner shall prepare and submit to the City a written notice that includes Owner's estimates of total reimbursable amounts for each category of Public Improvements, along with any supporting data and materials that Owner desires the City to consider ("Estimate Submittal"); provided, however, that solely with respect to Future Roadway Facilities and all but Phase 1 of the Project Lift Station and the Project Force Main, an Estimate Submittal shall be submitted at least 45 days in advance of Owner filing an application for approval of a final plat for any phase of development of the Property that includes Future Roadway Facilities or construction beyond Phase 1 of the Project Lift Station and Project Force Main. Within 45 days of delivery of an Estimate Submittal to the City, the City Manager shall provide a written notice to Owner that either: (i) confirms the City's agreement with the estimates, in which case the agreed estimates shall constitute the Estimated Reimbursable Amount under this Agreement and the respective estimated amounts as to each category of Public Improvements shall be appended to this Agreement as Exhibit G; or (ii) requires Owner to advertise for and award bids in the same manner set forth for competitive sealed bids for each category of Public Improvements under Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252. If the City elects to require Owner to seek competitive bids, Owner shall strictly follow the bidding procedures for competitive sealed bids, shall supply the City with true and complete copies of all notices of bid requests and all bids subsequently received. The City Manager reserves the right to cause Owner to reject all bids and re -advertise, but the City Manager may do so only once. Owner and the City Manager shall then negotiate SUBDIVISION IMPROVEMENT AGREEMENT — Page 3 in good faith to reach agreement as to an Estimated Reimbursable Amount. If those negotiations result in an agreement, then the agreed estimates shall constitute the Estimated Reimbursable Amount under this Agreement and the respective estimated amounts as to each category shall be appended to this Agreement as Exhibit G. (2) If Owner and the City reach agreement on an Estimated Reimbursable Amount, Owner may thereafter from time to time request that the City approve reimbursement to Owner of any portion of Reimbursable Costs that exceeds the Estimated Reimbursable Amount ("Increased Amount"). A request for reimbursement shall not be deemed finally approved by the City unless the request is: (i) made in accordance with this Agreement; (ii) reviewed and signed by the City Manager or designee in advance of any expenditure or transaction being made for the Increased Amount; and (iii) is properly documented as being a portion of the Actual Amount Paid under Section 3(b) of this Agreement. The City Manager may deny a request, approve a request in whole or in part, or approve a request with conditions. The City Manager shall not unreasonably deny, condition or delay the reimbursement request of an Increased Amount. If no written approval of a request is provided to Owner by the City Manager within five business days after the request is delivered to the City, the request shall be deemed to be denied, except that Owner and the City Manager may extend the time period for approval by mutual agreement. Requests for reimbursement of an Increased Amount must: A. be in writing and signed by Owner; B. include supporting materials justifying the Increased Amount; C. include a true and complete copy of the proposed written change order from the contractor and/or subcontractor who shall perform the work and/or provide the materials described in the change order; and D. be requested sufficiently in advance of any expenditure or transaction being made for the Increased Amount that is the subject of the Request, but in no event any later than five business days before making any such expenditure or transaction. (3) Any Reimbursable Costs that exceed the Estimated Reimbursable Amount that are a result of change orders to the construction contracts for the Public Improvements, that are requested in writing by the City Manager, shall be an approved Increased Amount. (b) Documentation of Actual Amount Paid. Once Owner fully completes each category of Public Improvements, and before the City has accepted such category of Public Improvements after inspection, Owner shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Actual Amount Paid for that category of Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 4 (c) Limit of City Participation and Procurement Method. If any of the construction contracts for the Public Improvements are not competitively bid in compliance with Texas Local Government Code Chapter 252, then with respect to those contracts the limit of City participation in funding those construction costs —including the reimbursement of impact fees to Owner as provided for in this Agreement —shall not exceed 30% of the total contract price; provided, however, that said 30% limitation shall not apply the City's participation in funding the cost for any oversizing of any of the Public Improvements, including but not limited to increased capacity of improvements to anticipate future development in other areas. As such, the City's reimbursements required to be made to Owner under this Agreement —at least with respect to the offsite and oversized improvements —are not included in determining the 30% limitation. (d) Books and Records of Owner. If any of the construction contracts for the Public Improvements are not competitively bid in compliance with Texas Local Government Code Chapter 252, then —with respect to any information related to those contracts —the owners books and records shall be available for inspection by the City at all reasonable times upon the City's request. (e) Performance Bond, Payment Bond and Other Security. For each construction contract for any part of the Public Improvements, Owner or Owner's contractor must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations. For each construction contract for any part of the Public Improvements, Owner or Owner's contractor further must execute a Maintenance Bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Improvements, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Improvements constructed under such contract. (f) Public Improvements, Generally. Except as otherwise expressly provided for in this Agreement, Owner shall provide all Public Improvements, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as provided herein, in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Owner shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Owner shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent prior to approval of a Final Plat. Construction of such improvements shall not be initiated until a pre -construction conference has been held regarding the proposed construction and City has issued a written notice to proceed. SUBDIVISION IMPROVEMENT AGREEMENT — Page 5 (g) Acceptance of Public Improvements and Owner's Remedy. It shall not be a breach or violation of the Agreement if the City withholds City utility services of any type that it is obligated to provide under this Agreement or otherwise obligated to provide until all required Sanitary Sewer Facilities and Water Facilities are properly constructed according to the approved engineering plans and City Regulations, and until such Sanitary Sewer Facilities and Water Facilities are dedicated to and accepted by the City. From and after the inspection and acceptance by the City of the Public Improvements and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Owner's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and payment pursuant to the terms of this Agreement. (h) Approval of Plats/Plans. Approval by the City, the City's Engineer or other City employee or representative, of any plans, designs or specifications submitted by Owner pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Owner, his engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Owner's engineer, his officers, agents, servants or employees, it being the intent of the parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. (i) Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Improvements are under construction (and until the full and final completion of the Public Improvements and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Improvements construction contracts, whether by Owner, a contractor, subcontractor, materialman, or otherwise. Coverage must be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Owner shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. SUBDIVISION IMPROVEMENT AGREEMENT — Page 6 (j) Indemnification and Hold Harmless. EACH OWNER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF THAT OWNER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE PUBLIC IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE OWNER'S DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE PUBLIC IMPROVEMENTS THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND OWNER OR BETWEEN OWNERS. EACH OWNER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS, BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON THAT OWNER'S REPRESENTATIONS IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH OWNERSHIP OF THE PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. THIS AGREEMENT IS NOT INTENDED TO MAKE ANY OWNER RESPONSIBLE FOR WRONGFUL ACTS OR OMISSIONS OF ANOTHER OWNER. (k) Eminent Domain. Owner agrees to use reasonable efforts to obtain all third -party rights -of - way, consents, or easements, if any, required for the Public Improvements. If, however, Owner is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Owner shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiations of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Improvements can be constructed as soon as reasonably SUBDIVISION IMPROVEMENT AGREEMENT — Page 7 possible. If the City's Eminent Domain Fees exceed the amount of escrowed funds, Owner shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Owner with ten (10) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this subsection (k) is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. (1) Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to the Owner under this Agreement, the name of Payee for such payment shall be Anna Crossing AMC, Ltd., and the payment/remittance shall be sent or delivered to the following address: Richard M. Skorburg 8214 Westchester Suite 710 Dallas, TX 75225 (m) Notwithstanding any provision to the contrary contained in this Agreement, Anna Town Center No. 1 BRGT, Ltd. shall be the Owner solely responsible for and liable for the funding and construction of the Roadway Improvements, Water Facilities and Sanitary Sewer Facilities except for the Future Project Lift Station and Future Project Force Main shown on Exhibit B, and the Future Roadway Facilities shown on Exhibit F. (n) Notwithstanding any provision to the contrary contained in this Agreement, the Owner of a Development that necessitated the construction of the Water Loop, particular Future Roadway Facilities, or the Future Project Lift Station and Future Project Force Main shall be responsible for the funding and construction of said improvements. (o) Each Owner shall be responsible for the other improvements set forth in this Agreement that are within or abutting that Owner's portion of the Property. (p) Notwithstanding any provision to the contrary contained in this Agreement, the termination of the City's obligations and the termination of this Agreement shall occur as to all person(s) or entity(ies) that are considered to be an "Owner" or a "Payee" under this Agreement if any one or more of such persons or entities fail to fund, construct and/or record plats within the applicable time periods as set forth in Sections 4(a)(2), (4)(b)(3)iii.1., (4)(b)(4)i., 5(a)(2), 5(b)(4), 6(a)(2), 6(b)(2)ii., 9(a)(1), and 9(a)(2). SECTION 4 SANITARY SEWER FACILITIES (a) Owner's Obligations. (1) Owner is responsible for funding and construction of all sanitary sewer improvements required to serve the property, including but not limited to the Sanitary Sewer SUBDIVISION IMPROVEMENT AGREEMENT — Page 8 Facilities; provided, however, that Owner —to the extent provided for in this Agreement —shall be entitled to reimbursement of certain impact fees in a total amount that shall not exceed the Final Reimbursable Amount for the Sanitary Sewer Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Clemons Creek Sanitary Sewer Interceptor and Phase 1 of the Project Lift Station, and the Project Force Main as shown on Exhibit B. If Owner fails to fully complete construction of the Clemons Creek Sanitary Sewer Interceptor and Phase 1 of the Project Lift Station and Project Force Main in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 4 shall terminate. (b) City's Obligations. (1) Upon approval of the engineering plans required under City Regulations, the City will initiate the required procedures to include the Sanitary Sewer Facilities in its Capital Improvement Plan. (2) The City will collect in accordance with City Regulations and state law certain sanitary sewer impact fees and will remit same to Owner on a calendar quarterly basis until the total amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs (as described in the following subsection) for the Sanitary Sewer Facilities; after which time, the City's obligation to remit sanitary sewer impact fees to Owner shall cease. The impact fees that shall be so collected and remitted to Owner include those collected with respect to development of: (i) the Property; and (ii) other new developments that will use a portion of the capacity of the Clemons Creek Sanitary Sewer Interceptor constructed by Owner. Said impact fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Sanitary Sewer Facilities even if the total amount of said impact fees is less than the Final Reimbursable Amount for the Sanitary Sewer Facilities. (3) Reimbursable Costs of the Sanitary Sewer Facilities include: i. All of the off -site, third -party property/easement acquisitions, engineering, design, and construction costs of the Sanitary Sewer Facilities; provided, however, that reimbursable costs as relates to third - party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. For the purposes of this paragraph, "off -site" is defined as starting at the existing manhole in Melissa (including the required NTMWD meter and vault), and extending north to the southern boundary of the District A residential tract, as depicted in Exhibit B. SUBDIVISION IMPROVEMENT AGREEMENT — Page 9 ii. All of the construction costs to increase the size of the on -site sewer line from S inches to 15 inches. For the purposes of this paragraph, "on -site" is defined starting at the southern boundary of the District A residential tract and extending north to CR 422. iii. All of the engineering, design and construction costs of the Project Lift Station and Project Force Main as shown on Exhibit B up to a maximum amount of $750,000 subject to the following reimbursement schedule. 1. Reimbursement of 100% of the sanitary sewer impact fees collected for Phase 1 of the Project Lift Station and Project Force Main up to a maximum reimbursable amount of $250,000; and thereafter Reimbursement of 25% of the sanitary sewer impact fees collected up to a total maximum reimbursable amount of $750,000 for the Project Lift Station and Project Force Main constructed by the Owner and accepted by the City within ten (10) years of the Effective Date. (4) Subject to paragraph (4)(i) below, City will reserve for ten (10) years from the Effective Date, two (2) MGD of the three (3) MGD of sanitary sewer capacity (as defined in Exhibit C)—acquired by the City through an interlocal agreement with the City of Melissa ("Melissa Interlocal Agreement"), attached hereto as Exhibit C—in the Clemons Creek Sanitary Sewer Interceptor to serve the Property; provided however, that said reservation of capacity shall be subject to the requirements and limitations of the North Texas Municipal Water District Regional Wastewater Customer Service Contract for Customer Service with the City of Anna, attached hereto as Exhibit C1 to the extent that said requirements and limitations may at any time result in the City being contractually required to reserve less than the above -referenced two (2) MGD of sewer capacity. Notwithstanding the foregoing or any other provision in this Agreement, the City shall have the right at any time once it becomes a member of the North Texas Municipal Water District Regional Wastewater Treatment System and Upper East Fork Regional Interceptor System ("Regional Wastewater System") to convey its interest in the sanitary sewer capacity acquired by the City under the Melissa Interlocal Agreement to the North Texas Municipal Water District, in which event Owner shall receive capacity from the City through the Regional Wastewater System in accordance with the City's contractual obligations with regard to the Regional Wastewater System and the City shall not be obligated to reserve any capacity for Owner. If complete final plats that included at least 300 single family residential lots located on the Property have not been filed in the Land Recordings of the Collin County Clerk's Office within six (6) years of the Effective Date, the City's obligations under Section 4 paragraph (b)(4) above shall terminate. Construction by the Owner and acceptance by the City of all the public infrastructure required to serve the Property, as set forth in a SUBDIVISION IMPROVEMENT AGREEMENT — Page 10 final plat approved by the City, is a pre -requisite for filing such final plat in the Land Recordings with the Collin County Clerk's Office. SECTION 5 WATER FACILITIES (a) Owner Obligations. (1) Owner is responsible for funding and construction of all water improvements required to serve the property, including but not limited to the Water Facilities; provided, however, that Owner —to the extent provided for in this Agreement —shall be entitled to reimbursement of certain impact fees in a total amount that shall not exceed the Final Reimbursable Amount for the Water Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Water Facilities. If Owner fails to fully complete construction of the Water Facilities in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 5 shall terminate. (3) Owner agrees that the number of lots to be developed in the Property shall be limited by the City's ability to provide adequate domestic water service and meet the minimum fire flows as required by the City's Fire Chief and applicable development regulations adopted by the City. Owner agrees that the determination of the ability to meet "adequate domestic water service and fire flows" and the maximum number of lots that can be developed will be made by the City in consultation with its engineer through a hydraulic analysis of the existing water distribution system and using the same demand criteria as established in the City's water distribution system master plan. (4) Owner shall construct a loop of the CR 422 Water Main from its terminus back to the water main that runs parallel to the DART rail line (the "Water Loop") when determined necessary by the City to comply with reasonable requirements for minimum fire flows, or when the total number of residential lots constructed within the Property exceeds 250, whichever occurs first. The minimum size of the Water Loop shall be 12 inches, and the final location and alignment of the Water Loop shall be subject to approval by the City. (b) City Obligations (1) Upon approval of the engineering plans required under City Regulations, the City will initiate the required procedures to include the Water Facilities in its Capital Improvement Plan. (2) The City will collect in accordance with City Regulations and state law certain water impact fees and will remit same to Owner on a calendar quarterly basis until the total SUBDIVISION IMPROVEMENT AGREEMENT —Page 11 amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (3), below, for the Water Facilities; after which time, the City's obligation to remit water impact fees to Owner shall cease. The impact fees that shall be so collected and remitted to Owner include those collected with respect to development of: (i) the Property; and (ii) other new developments that will directly tie into and use a portion of the capacity of the CR 422 Water Main Extension. Said impact fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Water Facilities even if the total amount of said impact fees is less than the Final Reimbursable Amount for the Water Facilities. (3) Reimbursable Costs of the Water Facilities include: All of the off -site, third -party property/easement acquisitions, engineering, design, and construction costs; provided, however, that reimbursable costs as relates to third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. For the purposes of this paragraph, "off -site" is defined as starting at the existing water main that runs parallel to the DART line, and extending east along CR 422 to the western boundary of the District A residential tract as depicted in Exhibit D; and, from the eastern boundary of the District A residential tract extending east to the north/south leg of CR 422. ii. All of the construction costs to increase the size of the on -site water line from 8 inches to 12 inches. For the purposes of this paragraph, "on -site" is defined as starting at the western boundary of the District A tract and extending east to the east boundary of the District A tract; and, from the southern boundary of the District B residential tract as depicted In in Exhibit D, and extending north to the northern boundary of the District B residential tract. (4) Upon City's approval —if such approval shall occur within three (3) years of the Effective Date —of the engineering plans required under City Regulations for the Water Loop, the City will initiate the required procedures to include the construction cost required to increase the size of the Water Loop from 8 inches to 12 inches in its water impact fee capital improvements plan. SECTION 6 ROADWAY FACILITIES AND FUTURE ROADWAY FACILITIES (a) Owner Obligations. SUBDIVISION IMPROVEMENT AGREEMENT — Page 12 (1) Owner is responsible for funding and construction of all roadway improvements required to serve the Property, including but not limited to the Roadway Facilities and at least two lanes of each roadway included in Exhibit E1 Future Roadway Facilities; provided, however, that Owner —to the extent provided for in this Agreement —shall be entitled to reimbursement of certain road capital improvement fees in a total amount that shall not exceed the Final Reimbursable Amount for the Roadway Facilities and the Future Roadway Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Roadway Facilities. If Owner fails to fully complete construction of the Roadway Facilities in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 6 shall terminate. (3) Owner agrees to pay to City a Road Capital Improvement Fee, which shall be the greater of: (1) $1350 per living unit for single family and duplex developments, $750 per living unit for multi -family developments, and $1,500 per 1,000 SF of gross floor area for all other types of land use; or (2) an amount equal to any applicable roadway impact fee subsequently adopted by the City. As to any given living unit or as to any given 1,000 SF of gross floor area for all other types of land use, Owner shall not be obligated to pay both the Road Capital Improvement Fee and a roadway impact fee adopted by the City. The Road Capital Improvements Fee shall be paid when each building permit is issued. (b) City Obligations. (1) City will collect the Road Capital Improvement Fee on each building permit issued within the Property. City will remit the Road Capital Improvement Fees to Owner on a calendar quarterly basis until the total amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (2), below, for the Roadway Facilities and the Future Roadway Facilities. Said Road Capital Improvement Fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Roadway Facilities and Future Roadway Facilities even if the total amount of said Road Capital Improvement Fees is less than the Final Reimbursable Amount for the Roadway Facilities and Future Roadway Facilities. (2) Reimbursable Costs. i. Reimbursable Costs of the Roadway Facilities include all of the off -site, third -party property/easement acquisitions, if any, and engineering, design, and construction costs necessary for the Roadway Facilities; provided, however, that Reimbursable Costs as relates to third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the SUBDIVISION IMPROVEMENT AGREEMENT — Page 13 remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. ii. Except as outlined in paragraph (2)(iii) below, Reimbursable Costs of the Future Roadway Facilities include engineering, design, and construction costs necessary for Future Roadway Facilities in excess of two lanes of each roadway included in Exhibit E1 that are constructed by the Owner and accepted by the City within ten (10) years of the Effective Date of this Agreement. iii. Reimbursable Costs of the Future Roadway Facilities do not include costs associated with roadway improvements, including Future Roadway Facilities, constructed by the Owner as the result of a demonstrated need identified in a traffic impact analysis required by the City under Article 3, Section 1.03 (e) of the City's Subdivision Regulations. (c) Notwithstanding the foregoing or any other provision in this Agreement, the City may require the Owner to construct any roadway required to serve the Property, including the Future Roadway Facilities, consistent with City Regulations. Road Capital Improvement Fees remitted to the Owner are limited to the Reimbursable Costs as described in the subsection (b)(2), above, for the Roadway Facilities and the Future Roadway Facilities. (d) The Owner's obligation to pay Road Capital Improvement Fees shall terminate when the Road Capital Improvement Fees collected by the City are equal to the sum of the Final Reimbursable Amount for the Roadway Facilities and the Final Reimbursable Amount for Future Roadway Facilities; provided, however, that upon termination of the Owner's obligation to pay Road Capital Improvement Fees, the Owner shall have a continuing obligation to pay any applicable per -living unit and per -square footage roadway impact fee adopted by the City with respect to any portion of new development for which Owner had not previously paid the per -living unit and per -square footage Road Capital Improvement Fee. SECTION 7 DEVELOPMENT FEES AND FIRE FEES (a) Owner Obligations as to Development Fees Except as otherwise expressly stated in this Agreement, Owner shall pay all applicable development and permit application fees and inspection fees in the amounts and at the times as required under generally applicable City Regulations that are in effect at the time each required development or permit application for the Property is accepted as substantially complete by the City. (b) Owner Obligations as to Fire Capital Improvement Fees Owner agrees to pay to City a Fire Capital Improvement Fee, which shall be: (1) $200 per living unit for single family and duplex developments, $100 per living unit for multi -family SUBDIVISION IMPROVEMENT AGREEMENT — Page 14 developments, and $200 per 1,000 SF of gross floor area for all other types of land use. The Fire Capital Improvement Fee shall be shall be paid when each building permit is issued. SECTION 8 EFFECTIVE DATE The Effective Date of this Agreement is the date that the last of the Parties' signatures to this Agreement is fully and properly affixed to this Agreement and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until the City Council has duly adopted this Agreement and Owner has duly executed same. SECTION 9 TERMINATION (a) This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement or if Owner does not satisfy one of the following events: (1) Owner fails to meet all requirements (per City's Regulations) necessary to file a final plat of phase I of District A (as shown in Exhibit H), consisting of at least 50 residential lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of the Effective Date of this Agreement, or; (2) Owner fails to meet all requirements (per City's Regulations) necessary to file a final plat of phase I of District B (as shown in Exhibit 1), consisting of at least 20 residential lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of the Effective Date of this Agreement, or (3) The Agreement has been terminated as otherwise set forth in this Agreement. SECTION 10 SUCCESSORS AND ASSIGNS (a) All obligations and covenants of Owner under this Agreement shall constitute covenants running with the land, and shall bind Owner and each successive owner of all of any portion of the Property; provided, however, the terms of this Agreement shall (i) not be binding on the owner of any residence that is purchased by such owner from a homebuilder, and (ii) be subordinate to the lien of (and shall not be binding on) any mortgagee who finances or refinances residences constructed on the Property. (b) Without limiting the generality of the foregoing and except as otherwise provided in this paragraph, Owner has the right (from time to time upon delivery of 14 days' prior written note to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an "Assignee") that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Further, no assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Notwithstanding the foregoing, Owner shall not assign this SUBDIVISION IMPROVEMENT AGREEMENT — Page 15 Agreement, in whole or in part, to an Assignee if the City, after action by the City Council (which action shall be considered by the City in good faith based upon financial and performance criteria, and which action shall not be unreasonably withheld, conditioned or delayed), notifies Owner within 14 days of receipt of the written notice required by this Section 10(b) that such Assignee fails to satisfy the City's financial and performance criteria. If the City provides such notice to Owner then the Parties, within 14 days of such notice, shall mediate the dispute. The mediator shall be mutually agreed -upon; and the cost of such mediator shall be paid equally by the Parties. The mediator's determination shall be binding on the Parties. If a Party refuses to mediate, then the decision of the Party willing to mediate shall be binding. (c) Each assignment shall be in writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, Owner shall not be released until the City receives an executed copy of such assignment. Further, no assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Assignees, including a copy of each executed assignment and the Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. SECTION 11 MISCELLANEOUS PROVISIONS (a) Authority to execute contract. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. (b) Notice. All notices, demands or other communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt or three (3) days after the same are given by hand delivery or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth below or at such other addresses as such parties may designate by written notice to the other parties in accordance with this notice provision. SUBDIVISION IMPROVEMENT AGREEMENT — Page 16 If to the City: City of Anna Attn: City Manager P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Owner: Richard M. Skorburg 8214 Westchester, Suite 710 Dallas, TX 75225 (c) Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Owner expressly amending the terms of this Agreement. (d) Applicable Law and Venue. This Agreement shall be performable and all compensation payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies in a court of competent jurisdiction in Collin County, Texas. (e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to such unlawful provision as may be valid, legal and enforceable. (f) Representation. Each signatory representing this Agreement has been read by the party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. (g) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. (h) Waiver. Waiver by either Party or any breach of this Agreement, or the failure of either Party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance of the Agreement. (i) Force Majeure. The time frames for Owner's performance as set forth in this Agreement shall be extended by time frames equal to any delays caused by events of Force Majeure which include an act of God, fire, earthquake, floods, explosion, adverse weather, war, terrorism, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market for reasons other than cost increases, failure of transportation, strikes, lockouts, action of labor unions, condemnation, laws, orders of governmental or civil military or naval authorities, governmental delays in approving plans and issuing permits in cases where SUBDIVISION IMPROVEMENT AGREEMENT — Page 17 same are ultimately approved or issued, when the foregoing causes are not within the control of Owner. (j) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. (k) Estoppel Certificate. Within 30 days of written request by Owner, the City Manager shall provide an estoppel certificate in recordable form stating that (i) either the Agreement is in full force and effect or the Agreement has been terminated and the reasons for termination; and (2) to the extent requested by Owner, a statement evidencing completion or the status of completion of the Public Improvements in accordance with this Agreement. (1) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City, Owner and Payee and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (m) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owner and to any successor owner/developer of the Property, may be recorded in the Collin County property records, and runs with the land. City agrees to execute documents in recordable form evidencing completion of one or more Public Improvements once completed in accordance with this Agreement. (n) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SUBDIVISION IMPROVEMENT AGREEMENT — Page 18 Owner: Anna Town Center No. 1/BRGT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/BRGT GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1/BRGT GP Corporation, in its capacity as general partner for Anna Town Center No. 1/BRGT, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 19 Owner: Anna Town Center No. 2/BRTO, Ltd., a Texas Limited Partnership By: Anna Town Center No. 2/BRTO GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 2/BRTO GP Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 20 Owner: Anna Town Center No. 3/WARN, Ltd., a Texas Limited Partnership By: Anna Town Center No. 3/WARN GP Corporation, a Texas Corporation, its General Partner 2 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 3/WARN GP Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 21 Owner: Anna Town Center No. 4/SHRP, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/SHRP GP Corporation, a Texas Corporation, its General Partner 0 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1/SHRP GP Corporation, in its capacity as general partner for Anna Town Center No. 1/SHRP, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 22 Owner: Anna Town Center No. 5/HSLT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 5/HSLT GP Corporation, a Texas Corporation, its General Partner a Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 23 Owner: Anna Town Center No. 6/LNRD, Ltd., a Texas Limited Partnership By: Anna Town Center No. 6/LNRD GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 24 9INTI Ni Anna Town Center No. 7/LNRD, LLC, a Texas limited liability company, By: Skorburg ATC No. 7/LNRD, Ltd., a Texas Limited Partnership By: Skorburg ATC No. 7/LNRD GP Corporation, a Texas corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Skorburg ATC No. 7/LNRD GP Corporation, in its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing member of Anna Town Center No. 7/LNRD, LLC. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 25 Owner: 40 PGE, Ltd., a Texas Limited Partnership By: 40 PGE GP Corporation, a Texas Corporation, its General Partner 0 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of 40 PGE GP Corporation, in its capacity as general partner for 40 PGE, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 26 Owner: O.P. Leonard, Jr. Investment Company, Ltd., a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner 0 O.P. "Paul' Leonard, Jr., its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared O.P Leonard, Jr., known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Pecan TEX, LLC, in its capacity as general partner for O.P. "Paul" Leonard, Jr. Investment Company, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 27 Owner: Nancy Alice Leonard Investment Company, Ltd. a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner 0 O.P. "Paul" Leonard, Jr., President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared O.P. "Paul' Leonard, Jr., known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Manager and President of Pecan TEX, LLC, in its capacity as general partner for Nancy Alice Leonard Investment Company, , Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 28 Payee: ANNA CROSSING AMC, LTD. By: ANNA CROSSING AMC GP CORPORATION In Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Crossing AMC GP Corporation, in its capacity as general partner for Anna Crossing AMC, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 29 CITY OF ANNA Philip Sanders, City Manager IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Philip Sanders, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 30 ATTACHMENTS Exhibit A — The Property (legal description and survey drawing) Exhibit B — Sanity Sewer Facilities Exhibit C — Melissa Interlocal Agreement Exhibit C1— North Texas Municipal Water District Regional Wastewater Customer Service Contract for Customer Service with the City of Anna Exhibit D —Water Facilities Exhibit E — Roadway Facilities Exhibit F — Future Roadway Facilities Exhibit G — Estimated Reimbursable Amount Exhibit H — Preliminary Plat of District A Exhibit I — Preliminary Plat of District B SUBDIVISION IMPROVEMENT AGREEMENT — Page 31